s 20B Subsidiaries of Corporation
20B.—(1) The Corporation shall not act in any manner which is prejudicial to the interests of the educational institutions referred to in section 20A(1)(a) and (b) when exercising the voting rights attached to its shares in any of its subsidiaries in relation to any significant proposal affecting the subsidiary concerned.[37/2007] (2) Where the Corporation contravenes subsection (1) in relation to any significant proposal affecting any subsidiary of the Corporation, any resolution passed in relation to the significant proposal at a general meeting of the subsidiary, and anything done pursuant to any such resolution, shall be invalid and of no effect.[37/2007] (3) Notwithstanding section 157 of the Companies Act 1967, a relevant director of any subsidiary of the Corporation shall not act in any manner which is prejudicial to the interests of the educational institutions referred to in section 20A(1)(a) and (b) when exercising his voting rights as a director of the subsidiary in relation to any significant proposal affecting the subsidiary.[37/2007] (4) Where any relevant director of any subsidiary of the Corporation contravenes subsection (3) in relation to any significant proposal affecting the subsidiary, any resolution passed in relation to the significant proposal by the board of directors of the subsidiary, and anything done pursuant to any such resolution, shall be invalid and of no effect.[37/2007] (5) A relevant director of any subsidiary of the Corporation does not —(a) commit any breach of any provision of section 157 of the Companies Act 1967; or (b) breach any duty under any other written law or rule of law relating to the duty or liability of directors or officers of a company, merely because he has complied with subsection (3). [37/2007] (6) In this section —“relevant director”, in relation to any subsidiary of the Corporation, means —(a) any director of the subsidiary who is appointed, nominated or proposed by the Corporation or the Committee of Management; (b) any director of the subsidiary who is a member of, or whose appointment as a director follows necessarily from his being a member of, the Committee of Management, regardless of whether he was appointed, nominated or proposed by the Corporation or the Committee of Management; (c) any director of the subsidiary who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Corporation or the Committee of Management, regardless of whether he was appointed, nominated or proposed by the Corporation or the Committee of Management; (d) any director of the subsidiary appointed by the board of directors of the subsidiary who was nominated or proposed by any director of the subsidiary referred to in this paragraph or paragraph (a), (b) or (c); or (e) any alternate director of the subsidiary appointed by any director of the subsidiary referred to in paragraph (a), (b), (c) or (d); “significant proposal”, in relation to any subsidiary of the Corporation, means —(a) a proposal to dispose of the whole or substantially the whole of the undertaking or property of the subsidiary; (b) a proposal to voluntarily wind up the subsidiary; (c) a proposal to add, delete or alter any provision of the memorandum or articles of association of the subsidiary; or (d) a proposal to appoint, remove or replace any director of the subsidiary.[37/2007]