Section A

Under Section 175 of the Companies Act 2006, a director must avoid a situation in which they have, or can have, a direct or indirect interest that conflicts with the interests of the company. How can a director of a private company lawfully proceed if such a conflict arises?

The conflict can be authorized by the independent directors, provided the articles of association do not invalidate such authorization.

The conflict can only be authorized by a special resolution of the shareholders.

The director must immediately resign; conflicts of interest cannot be authorized.

The director can proceed without authorization as long as they disclose the conflict in the annual accounts.