41. Proxy-holder with financial interest

(1) A proxy-holder (including the chairman of the meeting using a proxy under paragraph 38(4) (Use of proxies) of Part 11 (Proxies and corporate representation) of this Schedule) must not vote in favour of any resolution which would —
(a) directly or indirectly place the proxy-holder or any associate in a position to receive any remuneration out of the insolvent estate; or
(b) fix or change the basis of remuneration receivable by the proxy-holder or any associate out of the insolvent estate,
unless the proxy specifically directs the proxy-holder to vote in that way.
(2) For the purpose of sub-paragraph (1), the proxy-holder is an associate of the chairman where the chairman uses a proxy under paragraph 38(4) (Use of proxies) of Part 11 (Proxies and corporate representation) of this Schedule.
(3) Where —
(a) a proxy-holder has authenticated the proxy as being authorised to do so by the principal; and
(b) the proxy specifically directs the proxy-holder to vote in the way mentioned in sub-paragraph (1),
the proxy-holder must nevertheless not vote in that way without having produced to the chairman authorisation from the principal sufficient to show that the proxy-holder was entitled so to authenticate the proxy.