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A director is obliged to act in the best interests of the company and must reveal any outside interests which may affect that directors judgment when considering, say, who the company should enter into a contract with. Where a director has a vested interest or conflict the director must declare such a conflict and not take part in any director's decision on that issue.
As such, here a conflict does not apply as the company is a vehicle for payment only. However human nature does apply so your co director is as curious as you would be if they had another company vehicle.