56. Conflicts of interest
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(1) Subject to any limitations in the memorandum or articles, if the requirements of subsection (2) or (3) are satisfied, an agreement or transaction between—
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(a) the international business company; and
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(b) one or more of its directors or liquidators, or any person in which a director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person,
shall not be void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators, or at the meeting of the committee of directors or liquidators, that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.
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(2) An agreement or transaction referred to in subsection (1) is valid if—
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(a)
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(i) the material facts of the interest of each director or liquidator in the agreement or transaction and his or her interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators, and
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(ii) the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved without counting the vote or consent of any interested director or liquidator; or by the unanimous vote or consent of all disinterested directors or liquidators if the votes or consents of all disinterested directors or liquidators is insufficient to approve a resolution of directors or liquidators; or
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(b) the material facts of the interest of each director or liquidator in the agreement or transaction and his or her interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members, and the agreement or transaction is approved or ratified by a resolution of members.
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(3) Subject to any limitations in the memorandum or articles, 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 purposes of determining whether the meeting is duly constituted in accordance with section 50 or otherwise.