Section 79
of International Business Companies Order, 2000
Section 79
(1)
Subject to any relevant modification and to section 65(4), no agreement or transaction between an IBC and –
(a)
one or more of its directors or liquidators; or
(b)
any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that person, is void or voidable by reason only that it is such an agreement or transaction or by reason only that the director or liquidator is present at the meeting (whether of directors or liquidators or a committee of directors or liquidators) that approves the agreement or transaction or that the vote of consent of the director or liquidator is counted for that purpose.
(2)
Subject to any relevant modification, an agreement or transaction falling within subsection (1) is valid if –
(a)
the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to the other party to the agreement or transaction are disclosed in good faith and are known by the other directors or liquidators; and
(b)
the agreement or transaction is approved or ratified by a resolution of directors or liquidators which has been approved –
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
72
BLUV as at 20th June 2017
(i)
either without counting the vote or consent of any interested director or liquidator; or
(ii)
if the votes or consents of all disinterested directors or liquidators are insufficient to approve a resolution of the directors or liquidators, then by the unanimous votes or consents of all disinterested directors or liquidators.
(3)
Subject to any relevant modification, an agreement or transaction falling within subsection (1) is valid if –
(a)
the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to the other party to the agreement or transaction are disclosed in good faith and are known by the members entitled to vote at a meeting of members; and
(b)
the agreement or transaction is approved or ratified by a resolution of members.
(4)
Subject to any relevant modification, an agreement or transaction falling within subsection (1) is valid unless it is shown that, at the time the agreement or transaction was authorised, approved or ratified by resolution of directors or members, the agreement or transaction was unfairly prejudicial to one or more members of the IBC or to its creditors; but no person who voted in favour of that resolution shall be entitled subsequently to impugn or object to the agreement or transaction.
(5)
Subject to any relevant modification, a director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for the purposes of determining whether the meeting is duly constituted in accordance with section 73 or otherwise.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
73
BLUV as at 20th June 2017
Indemnification of directors and officers.