Articles—directors’ conflicts of interest provisions

1. 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 (and no such benefit shall constitute a breach of the duty under the Companies Act 2006 not to accept benefits from third parties, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest