Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

Remunera- tion. SECRETARIAL PRACTICE 6; British Asbestos Co. v. Boyd (1903), 2 Ch. 439; re Bank of jy (1901), 1 Ch. 115; Staffordshire Gas Co. (1892), 66 L.T. $13]. The remuneration of a director is not a matter of right unless it is so provided by the articles of association. Where no remuneration is given in the articles of association, the company may vote it in general meeting, but in such a case the remuneration would be a mere gratuity and semble the resolution would not give a cause of action [Dunstan v. Imperial Gas Co. (1833), 3 B. & Ad. 125]. Unless otherwise provided, a director is not entitled to his expenses of attending board meetings, in addition to his remuneration (Young v. Naval & Military, &c., of South Africa (1905), 1 K.B. 687]; nor apart from special provisions is he entitled to his fees free of income tax [Boschoek Pro- prietary Co. v. Fuke (1906), 1 Ch. 148]. A director may sue for his fees [Nell v. Atlanta Gold Co. 1895), 11 T.L.R. 407], or may prove for his fees with other creditors in the winding-up of a company [Beckwith's Case (1898), 1 Ch. 324]. When the articles of a company merely provide that directors’ remuneration shall be a specified sum per annum, they are not entitled to an apportioned part of such remunera- tion for serving for part of a year [Salton v. New Beeston Cycle Co. (1899), 1 Ch. 775; London & Northern Bank, Mc- Connell's Case (1901), 1 Ch. 728]. It has been suggested that the Apportionment Act, 1870, applies to such a case, and that a director is accordingly entitled to be remunerated in such circumstances for a broken period of a year; but the Court of Appeal has expressly left the point open. [Moriarty v. Regent's Garage & Engineering Co. (1921), 2 K.B. 766]. Where the remuneration is a certain sum per annum to be paid at such time as the directors shall determine, it is a con- dition precedent to a director’s right to sue that the directors shall have determined a time for payment [Caridad Copper v. Swallow (1902), 2 K.B. 44]. Similarly, if the remuneration is an aggregate sum, to be divided in such manner as the directors shall determine, a director cannot sue until the board has made a formal division [Joseph v. Sonora (Mexico) Land (1918), 34 T.L.R. 220]. But it is now usually provided that their remuneration shall accrue due de die in diem, or shall be at the rate of so much per annum. Directors who are appointed by the Court to be receivers and managers at a remuneration are entitled to their remuner- ation as directors in addition [South Western of Venezuela Railway (1902), 1 Ch. 701].

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