Page "Board of directors" Paragraph 62

:" A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting.

Such agents have duties to discharge of a fiduciary nature towards their principal.

And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect ...

So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into ..." ( emphasis added )