UK Companies Act 2006 175-176: Duties to avoid conflicts of interest and not to accept benefits from third parties

What does 175-176 require?

A director must avoid a situation in which he has or can have a direct or indirect interest that conflicts or may conflict with the company's interests, particularly the exploitation of property, information or opportunity, unless the situation cannot reasonably be regarded as likely to give rise to a conflict or the matter has been authorised by the directors (for a private company, unless the constitution invalidates authorisation; for a public company, only if the constitution enables it), with the interested directors not counting towards quorum or voting (section 175). A director must not accept a benefit from a third party conferred by reason of being a director or doing or not doing anything as director, unless acceptance cannot reasonably be regarded as likely to give rise to a conflict (section 176). Both duties continue after a director leaves office as regards matters arising while in office (section 170(2)).