PART 3 MEMBERS, MEETINGS, DIRECTORS AND PROCEEDINGS

12 Proceedings against directors
1 No director of a relevant undertaking shall be liable for any act or omission of the director, acting in such capacity, which occurs while Bradford & Bingley is wholly owned by the Treasury and accordingly no proceedings may be brought (or in Scotland, raised) against any such director in respect of such matters.
2 The Treasury may in writing—
(a) disapply paragraph (1), and
(b) give consent to bring (or in Scotland, raise) such proceedings against such directors.
3 Where paragraph (1) applies, section 232 of the 2006 Act (provisions protecting directors from liability) shall not apply to a relevant undertaking.
4 In this article—
“proceedings” includes proceedings under Part 11 of the 2006 Act (derivative claims and proceedings by members);
“director” means—
(a) a person who is appointed as a director while Bradford & Bingley is wholly owned by the Treasury, whether or not he has ceased to be a director when proceedings in respect of that liability commenced;
(b) a person who was a director immediately before the first transfer time and whose continuing appointment as director while Bradford & Bingley is wholly owned by the Treasury, the Treasury approves in writing, whether or not he has ceased to be a director at the time when proceedings in respect of that liability commenced; and
(c) an alternate director of a person falling within sub-paragraph (a) or (b).