Provision as to
payments re-
ceived by direc
tors for loss of
office or on re-
tirement.

644

SECRETARIAL PRACTICE
150.—(1) It is hereby declared that it is not lawful in connection
with the transfer of the whole or any part of the undertaking or
property of a company for any payment to be made to any director
of the company by way of compensation for loss of office, or as con-
sideration for or in connection with his retirement from office, unless
particulars with respect to the proposed payment, including the
amount thereof, have been disclosed to the members of the company
and the proposal approved by the company.

(2) Where a payment which is hereby declared to be illegal is
made to a director of the company, the amount received shall be
deemed to have been received by him in trust for the company.

(3) Where a payment is to be made as aforesaid to a director
of a company in connection with the transfer to any persons, as a
result of an offer made to the general body of shareholders, of all or
any of the shares in the company, it shall be the duty of that director
to take all reasonable steps to secure that particulars with respect
to the proposed payment, including the amount thereof, shall be
included in or sent with any notice of the offer made for their shares
which is given to any shareholders.

(4) If any such director fails to take reasonable steps as aforesaid
or if any person who has been properly required by any such director
to include the said particulars in or send them with any such notice
fails so to do, he shall be liable to a fine not exceeding twenty-five
pounds, and if the requirements of the last foregoing subsection are
not complied with in relation to any such payment as is mentioned in
the said subsection, any sum received by the director on account of
the payment shall be deemed to have been received by him in trust
for any persons who have sold their shares as a result of the offer
made.
(5) If in connection with any such transfer as aforesaid the price
to be paid to a director of the company whose office is to be abolished
or who is to retire from office for any shares in the company held by
him is in excess of the price which could at the time have been
obtained by other holders of the like shares or any valuable con-
sideration is given to any such director, the excess or the money
value of the consideration, as the case may be, shall, for the pur-
poses of this section, be deemed to have been a payment made to
him by way of compensation for loss of office or as consideration
for or in connection with his retirement from office.
(6) Nothing in this section shall be taken to prejudice the
operation of any rule of law requiring disclosure to be made with
respect to any such payments as are mentioned in this section or
with respect to any other like payments made or to be made to the
directors of a company.

Provisions as to 151. If in the case of any company provision is made by the
gninent of articles or by any agreement entered into between any person and
directors. the company for empowering a director or manager of the company

to assign his office as such to another person, anv assignment of