Companies Act 2014 section 1113

Voting by director in respect of certain matters: prohibition and exceptions thereto

Section 1113 restricts directors of public limited companies from voting on contracts or arrangements in which they have a personal interest, while setting out specific exceptions where such voting is permitted.

• A PLC director must not vote on any contract or arrangement in which they are personally interested, and if they do, the vote does not count and the director is excluded from the quorum.
• Exceptions apply where the director has lent money to the PLC, guaranteed its obligations, agreed to subscribe for or underwrite its shares or debentures, or holds an interest in another company only as its officer or shareholder.
• The PLC's own constitution may override or modify these prohibitions.
• The general meeting of the PLC may suspend or limit these voting restrictions, either generally or in relation to a specific contract, arrangement, or transaction.