The RTM Companies (Model Articles) (Wales) Regulations 2011 No. 2680 (W. 286)

SCHEDULE 1 ARTICLES OF ASSOCIATION OF AN RTM COMPANYTHE COMPANIES ACT 2006ARTICLES OF ASSOCIATION OF [NAME] RTM COMPANY LIMITEDA COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

PART 6 DIRECTORS' INDEMNITY AND INSURANCE

Indemnity

43.—(1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—

(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,

(b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

(c) any other liability incurred by that director as an officer of the company or an associated company.

(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

(3) In this article—

(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

(b) a “relevant director” means any director or former director of the company or an associated company.