http://www.burness.co.uk/emailshots/dutiesofdirectors.pdf

Duty to avoid conflicts of interests
A duty is imposed on a director to avoid any situation that
would give rise to a direct or indirect conflict of interest
with the interests of the company. This applies particularly
to the exploitation of any property, information or
opportunity, regardless of whether or not the company
could take advantage of the same. Conflicts may also
arise when a director takes on other directorships or
makes a profit in the course of being a director, without
the knowledge and consent of the company. Conflicts of
interest arising in relation to a transaction or arrangement
with the company are not covered by this duty.
There are two safe harbours where: (1) the situation
cannot reasonably be regarded as likely to give rise to
a conflict; and (2) the matter has been authorised by
the shareholders of the company or by the non-conflicted
directors, with such directors taking account of their other
duties in deciding whether to grant such authorisation.
Board authorisation may be given only if:-