A 38
CAP. 70]
The Hongkong and Shanghai Bank Regulations
[1989 Ed.
[Subsidiary]
re-election and stating his age is received and such resolution after notice as aforesaid is passed by the shareholders at that and every subsequent annual general meeting; for this purpose special notice has the meaning ascribed thereto in the Companies Ordinance. (L.N. 61 of 1969; L.N. 157 of 1987; L.N. 334 of 1989).
90. Directors' contracts with bank-notice of interest and restrictions on voting
No director shall be disqualified by his office from entering into a contract or arrangement with the bank, either as a vendor, purchaser, agent, broker or otherwise and either personally or by or through any firm, company or corporation in which he may be a partner or shareholder, or from being otherwise interested in any business or transaction 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 corporation of or in which any director is a member or otherwise 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, arrangement, 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. A director shall not as a director vote in respect of any contract, arrangement, 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 corporation 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 regulation and after such general notice it shall not be necessary to give any special notices relating to any particular contract, arrangement, business or transaction with such firm, company or corporation as aforesaid, or otherwise as to the interest of such director.
A 38
CAP. 70]
The Hongkong and Shanghai Bank Regulations
[1989 Ed.
[Subsidiary]
re-election and stating his age is received and such resolution after notice as aforesaid is passed by the shareholders at that and every subsequent annual general meeting; for this purpose special notice has the meaning ascribed thereto in the Companies Ordinance. (L.N. 61 of 1969; L.N. 157 of 1987; L.N. 334 of 1989).
90. Directors' contracts with bank-notice
of interest and restrictions on voting
No director shall be disqualified by his office from entering into a contract or arrangement with the bank, either as a vendor, purchaser, agent, broker or otherwise and either personally or by or through any firm, company or corporation in which he may be a partner or shareholder, or from being otherwise interested in any business or transaction 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 corporation of or in which any director is a member or otherwise 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, arrangement, 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. A director shall not as a director vote in respect of any contract, arrangement, 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 corporation 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 regulation and after such general notice it shall not be necessary to give any special notices relating to any particular contract, arrangement, business or transaction with such firm, company or corporation as aforesaid, or otherwise as to the interest of such director.
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