A director of a company must not accept a benefit from a third party conferred by reason of—
his being a director, or
his doing (or not doing) anything as director.
A "third party" means a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate.
Benefits received by a director from a person by whom his services (as a director or otherwise) are provided to the company are not regarded as conferred by a third party.
This duty is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.