7.1 A director may be an employee and/or a director of the Nominator, or an employee and/or a director of Hold Co or an employee and/or a director of any holder of Hold Co A Shares or Hold Co B Shares and, without prejudice to the following provisions of this Article [7], the duty of directors under section 175 of the Act (s175) to avoid situations under which they have, or could have, a direct or indirect interest that conflicts, or possibly might conflict, with the interests of the company shall not extend to any such relationship.
7.2 In addition to the authorisation given by Article [7.1], the Directors shall be entitled, for the purposes of and in accordance with s175, to authorise (by way of resolution to that effect) any Conflict Situation that may arise (such that the duty of the Director concerned, under s175, to avoid conflicts of interest is not infringed) and to amend or vary any such authorisation and the Directors may give such authorisation subject to such terms and conditions as they may consider appropriate and reasonable in the circumstances.
7.3 A Director shall not, in the absence of agreement by him to the contrary, be accountable to the Company for any profit, remuneration or other benefit which he (or a person connected with him) derives from any matter authorised by Article [7.1] or authorised by the Directors in accordance with Article [7.1] and any contract, transaction or arrangement relating to that matter shall not be liable to be declared void on the grounds of any such profit, remuneration or benefit.
7.4 If any dispute arises out of, or in connection with, any Relevant Document, then no Conflicted Director shall (unless so authorised by the Board) have any authority to make any decision, or take any step, on behalf of the Company in relation to such dispute.
7.5 A Conflicted Director shall not be entitled to:
7.5.1 vote against or otherwise impede the passing of a resolution to enforce the Company's rights under a Relevant Document; or
7.5.2 vote in favour of any resolution the effect of which is to
(a) waive any of the Company's rights under a Relevant Document; or
(b) approve any amendment to a Relevant Document; or
(c) approve the entering into of a new Relevant Document,
(the "Proposal") at any meeting or by written resolution if, in the reasonable opinion of the B Director, the Net Present Value of the projected Surplus Payments for the remainder of the Project Term after taking into account the effect of the Proposal minus the Net Present Value of the projected Surplus Payments for the remainder of the Project Term before taking into account the effect of the Proposal is less than zero.
7.6 If any Conflicted Director votes contrary to the provisions of Article [7.5], his vote shall not be counted; and
7.6.1 Neither his attendance nor the attendance of his Alternate Director shall be required (notwithstanding any other provision of these Articles) for that meeting to be quorate in relation to such matter; and
7.6.2 Neither his signature nor that of his Alternate Director shall be required in respect of any resolution in Writing for that resolution to be valid and effectual under these Articles.
7.7 For the purposes of Articles [7.4] [7.5] and [7.6], a Director will be considered to be a "Conflicted Director" where:
7.7.1 the Director is an employee or director of, or shareholder or member with a [controlling/substantial] interest in, the counterparty to the relevant contract with the Company (the "Counterparty"); or
7.7.2 the Director has been appointed as a director of the Company or Hold Co by or on the nomination of the Counterparty; or
7.7.3 the Director is an employee, director, appointee of, or member with a [controlling/substantial] interest in, a body (a) which holds [a controlling/substantial] interest in the Counterparty or (b) in which the Counterparty has a [controlling/substantial] interest or (c) which is an Associate of the Counterparty;
and on the basis that a "substantial interest" shall be taken to be an interest which confers an entitlement to [10]3% or more of the voting rights at general meetings of the relevant body or [10]% or more of the distributable profits of the relevant body].
7.8 For the avoidance of doubt, every Director (whether or not a Conflicted Director) shall exercise his own discretion in determining how to cast his vote or votes; and in doing so shall have due regard to his duties under the Act with regard to promoting the success of the Company (in each case as read with Article [3.1]) and other applicable law.
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3 To be considered on a project by project basis on the basis of the proposed investment structure and relationships amongst investors and sub-contractors