Audit Committee oversight: unapproved small-value related-party transactions may be voidable and directors may owe indemnity. Amendment replaces 'every listed company' with 'every listed public company' and adds Audit Committee rules: if the Audit Committee does not approve a transaction (other than under section 188) it must recommend to the Board; transactions entered into by a director or officer without Audit Committee approval that are not ratified within three months are voidable at the Audit Committee's option, with the director liable to indemnify the company for losses where the transaction involves a related party to any director or is authorised by another director; transactions between a holding company and its wholly owned subsidiary are excluded.
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Provisions expressly mentioned in the judgment/order text.
Audit Committee oversight: unapproved small-value related-party transactions may be voidable and directors may owe indemnity.
Amendment replaces "every listed company" with "every listed public company" and adds Audit Committee rules: if the Audit Committee does not approve a transaction (other than under section 188) it must recommend to the Board; transactions entered into by a director or officer without Audit Committee approval that are not ratified within three months are voidable at the Audit Committee's option, with the director liable to indemnify the company for losses where the transaction involves a related party to any director or is authorised by another director; transactions between a holding company and its wholly owned subsidiary are excluded.
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