145 Directors of subsidiaries, etc

(1) A director of a company that is a wholly-owned subsidiary may, when

exercising powers or performing duties as a director, if expressly
permitted to do so by the memorandum or articles of the company, act in
a manner which he believes is in the best interests of that company‘s
parent even though it may not be in the best interests of the company.

(2) A director of a company that is a subsidiary, but not a wholly-owned
subsidiary, may, when exercising powers or performing duties as a
director, if expressly permitted to do so by the memorandum or articles
of the company and with the prior agreement of the members, other than
its parent, act in a manner which he believes is in the best interests of that
company‘s parent even though it may not be in the best interests of the
company.

(3) A director of a company that is carrying out a joint venture between the
members may, when exercising powers or performing duties as a director
in connection with the carrying out of the joint venture, if expressly
permitted to do so by the memorandum or articles of the company, act in
a manner which he believes is in the best interests of a member or
members, even though it may not be in the best interests of the company.