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].