Section 152:

152. Interested director may vote (1) Subject to subsection (2) and to the constitution of the company, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may— (a) in the case of a public company, not vote on any matter relating to the transaction, and if he does vote, his vote shall not be counted; (b) in the case of a private company, vote on any matter relating to the transaction provided he discloses his interest under section 148; (c) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purpose of a quorum; (d) sign a document relating to the transaction on behalf of the company; and (e) do any other thing in his capacity as a director in relation to the transaction, as if the director were not interested in the transaction. (2) This section shall not apply to a transaction to which section 146 applies.