1950_THE_HONGKONG_AND_SHANGHAI_BANK_REGULATIONS — Page 31

CAP. 701

The Hongkong and Shanghai Banking Corporation.

[r. 90 cont.] corporation in which he may be a partner or shareholder, or from being otherwise interested in any business or transac- tion in which the bank is interested; and no such contract or arrangement, or any contract or arrangement entered into by or on behalf of the bank with any firm, company or cor- poration of or in which any director is a member or other- wise interested, shall be avoided, nor shall any director so contracting or being so interested be liable to account to the bank for any profit realized by any such contract, ar- rangement, business or transaction, by reason of such director holding the office of director or of the fiduciary relation thereby established; but any director so contracting or being so interested as aforesaid shall disclose, at the meeting of the board at which the contract, arrangement, business or transaction is determined on, the nature of his interest, if it then exists, or in any other case at the first meeting of the board after the acquisition of his interest.

but should give notice of his

interest;

restriction on voting;

general notice of director's interest sufficient.

Retirement of directors

by rotation.

Which directors to retire.

A director shall not as a director vote in respect of any contract, ar- rangement, business or transaction in which he is SO interested as aforesaid and if he does so vote his vote shall not be counted; but this prohibition shall not apply to any contract by or on behalf of the bank to give to the directors or any of them any security for advances or by way of indemnity or to a settlement or set-off of cross-claims, and it may at any time or times be suspended or relaxed to any extent by a general meeting. A general notice that a director is a member of any specified firm, company or cor- poration and is to be regarded as interested in any contract, arrangement, business or transaction with such firm, company or corporation shall be sufficient disclosure under this regula- tion and after such general notice it shall not be necessary to give any special notices relating to any particular con- tract, arrangement, business or transaction with such firm, company or corporation as aforesaid, or otherwise as to the interest of such director.

Rotation of directors.

91. At the ordinary yearly general meeting to be held in each year three of the directors shall retire from office.

92. The directors to retire under regulation 91 shall be the three who have been longest in office since their last election. As between directors of equal time in office the

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