An executive director who stands to receive a bonus contingent on scheme approval should not be appointed as chairperson of the scheme meeting, because the objective test for apprehended bias (possibility, not probability) requires removal of any doubt about the chairperson's impartiality. The court will insist on an independent chairperson even where there is no suggestion of actual bias. Interested directors who join in a board recommendation to vote in favour of a scheme may do so where the interest is commercially reasonable, arises under pre-existing contracts, and is the subject of fulsome and prominent disclosure, but practitioners should consider at the time of negotiating the scheme implementation deed whether interested directors should be excluded from the recommendation obligation.
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