TRANSACTIONS WITH DIRECTORS. 9.1 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company and any of the following, or between any of the Subsidiaries and any of the following:
TRANSACTIONS WITH DIRECTORS. There is no outstanding:
TRANSACTIONS WITH DIRECTORS. 109. A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office of Director on such terms as to tenure of office and otherwise as the Directors may determine.
TRANSACTIONS WITH DIRECTORS. 111. A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director on such terms as to tenure of office and otherwise as the Directors may determine. A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director; provided, that nothing herein contained shall authorise a Director or his firm to act as Auditor to the Company.
TRANSACTIONS WITH DIRECTORS. In any instance where the Corporation proposes to enter into a contract or other transaction with one or more of the Directors or with a corporation, firm, association or other entity in which one or more of the Directors have a substantial financial interest or are officers or directors (an “interested party transaction”), the Director or Directors interested in the transaction shall: (a) make true and complete disclosure of the material facts relating to his or her interest to the Board prior to any vote on the transaction; (b) other than as compliance with (a) above requires, absent himself/herself from discussions, deliberations, or votes concerning the transaction; (c) not be counted in determining the existence of a quorum. In considering any interested party transaction, the Board shall satisfy itself that the transaction is fair and reasonable to the Corporation and does not constitute an “excess benefit” to the Director interested in the transaction. Whenever feasible, the Board shall approve an interested party transaction only after obtaining appropriate data as to the cost of comparable goods or services. In any instance where the Corporation approves an interested party transaction, the minutes of the meeting where such transaction is approved shall note: (a) the terms of the transaction; (b) the date it was approved and those who voted on it; (c) the comparability data obtained and relied upon and how such data was obtained; and (d) the basis for the Corporation’s decision to approve the transaction.
