All sections · Part VII: Directors · Sub-Part III: Duties of Directors and Conflicts
145 子公司的董事，等等。
(1) 作为全资子公司的公司的董事，在行使权力或履行董事职责时，如果公司的组织章程大纲或章程细则明确允许，可以以他认为符合该公司母公司最佳利益的方式行事，即使这可能不符合该公司的最佳利益。
(2) 属于子公司但不是全资子公司的公司的董事，在行使权力或履行董事职责时，如果公司章程明确允许并事先征得非母公司成员的同意，可以以他认为符合该公司母公司最佳利益的方式行事，即使不符合该公司的最佳利益。
(3) 进行成员间合资经营的公司的董事，在行使与进行合资经营有关的任何权力或职责时，如果公司的组织章程明确允许，可以以他认为符合一个或多个成员的最佳利益的方式行事，即使这不符合公司的最佳利益。
(2) 属于子公司但不是全资子公司的公司的董事，在行使权力或履行董事职责时，如果公司章程明确允许并事先征得非母公司成员的同意，可以以他认为符合该公司母公司最佳利益的方式行事，即使不符合该公司的最佳利益。
(3) 进行成员间合资经营的公司的董事，在行使与进行合资经营有关的任何权力或职责时，如果公司的组织章程明确允许，可以以他认为符合一个或多个成员的最佳利益的方式行事，即使这不符合公司的最佳利益。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): 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.
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.
