193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 66

Provision as

to payments received by loss of office or on retire-

directors for

ment,

19 & 20 Geo. 5, c. 23,

■. 150.

1592

contract which may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made,

(4) Any director who fails to comply with the pro- visions of this section shall be liable to a fine not exceeding one thousand dollars.

(5) Nothing in this section shall be taken to pre- judice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

149.-(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 com- pany by way of compensation for loss of office, or as consideration for or in connection with his retire- ment 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 pay. ment, 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 exceed- ing two hundred and fifty dollars, and if the require- ments of the last foregcing subsection are 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.

not

(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 consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall, for the purposes of this section, be deemed to have been a pay- ment 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 pre- judice the operation of any rule of law requiring disclosure to be made with respect to any such pay- ments 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.