> On 13 Nov 2016, at 09:44, Badru Ntege <[email protected]> wrote:
> Its usually good practice for the member not to participate in the issue at 
> all and at times they are not even in the room.  I tend to prefer the option 
> where the conflicted member is not involved at all in the discussion.

Yes, that is usually a good idea, but it’s sometimes a bad idea, so it should 
not be forced in every case.  Perhaps the remaining members of the Baord could 
be given the choice, like this:

[15.6 or other new number for new article]      A director of the company 
shall, where he/she has a potential conflict of interest in any matter brought 
before the Board, disclose such potential conflict to the Board.  Said Director 
shall recuse himself/herself from voting on any such matter before the Board 
where a conflict exists.  The remaining members of the Board may decide that 
the conflicted Director should also be excluded from discussion of the matter.


Alan Barrett
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