154. Any member of a board of directors, other than the executive director, who has a direct or indirect interest in an undertaking which causes his personal interest to conflict with the interest of the board or of any of the institutions under its administration must, under pain of forfeiture of office, disclose that interest in writing to the board of directors and abstain from sitting on the board and from participating in any deliberation or decision on any question relating to the undertaking in which he has that interest.
The fact that a member of the board of directors is a minority shareholder of a corporation operating an undertaking referred to in this section does not constitute a conflict of interest if the shares of the corporation are listed on a recognized stock exchange and if the member of the board of directors concerned is not an insider of the corporation within the meaning of section 89 of the Securities Act (chapter V-1.1).