Articles—directors’ conflicts of interest provisions

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Precedents

Articles—directors’ conflicts of interest provisions

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Precedents

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1. 1
  Directors’ conflicts of interest
  1. 1.1
    Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the nature and extent of any material interest of theirs, a director may, notwithstanding their office or that, without the authorisation conferred by this article 1.1, they would or might be in breach of their duty under the Companies Act 2006 to avoid conflicts of interest, be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any undertaking in the same group as the company, or promoted by the company or by any undertaking in the same group as the company, or in which the company or any undertaking in the same group as the company is otherwise interested.
  1. 1.2
    No director shall:
    1. 1.2.1
      by reason of their office, be accountable to the company for any benefit which they derive from any office or employment, or from any transaction or arrangement, or from any interest in any undertaking, that is authorised under article 1.1

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Jurisdiction(s):

United Kingdom

Key definition:

Director definition

What does Director mean?

An officer of the company, usually registered as such at companies house, but may be also be a shadow or de facto director.

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