147
Remuner- ation of General Managers.
General
Directors
may contract with the Company.
22
84. The General Managers shall be paid and may retain out of the assets or income of the Company as remuneration for conducting and transacting the business of the Company in Hongkong a commission of five per cent. upon the balance at the credit of the Com- pany's working account in each financial year of the Company before deducting therefrom the said General Managers' commission and before allowing for deprecia- tion of the Company's assets in such working account. The said remuneration shall not cover the transaction of the business of the Company outside the Colony of Hongkong and all agents outside the Colony of Hong- kong appointed by the Directors may be remunerated by the Directors out of the funds of the Company pursuant to the powers in that behalf hereinafter given to the Directors and that whether such agents are branches of the General Managers or agents thereof or otherwise. The Company shall forthwith enter into an agreement to employ the said firm of Shewan Tomes & Co. and their successors in business upon the terms set forth in this and the two immediately preceding articles.
85.--(a) The General Managers shall not nor shall Managers and any member thereof nor shall any Director be disqualified by their or his office or position from contracting with the Company either as Vendor, Purchaser, or otherwise, and either personally or by or through any firm in which they or he may be a partner or otherwise interested, or from being otherwise interested in any contract or arrangement in which the Company is interested; nor shall any such contract or any contract, or arrangement, entered into by or on behalf of the Company in which the General Managers or any member thereof or any Director shall be in any way interested be avoided; nor shall the General Managers or any member thereof or any Director so con- tracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement, by reason of the General Managers or any such member thereof or any Director holding their or his respective office or by their position or by reason of the fiduciary relationship thereby established; but the Gen- eral Managers or any member thereof or any Director so contracting or being so interested as aforesaid shall disclose at the meeting of the Directors at which the contract or arrangement is determined on, the nature of their or his interest, if it then exists, or in any other
A