1964_COMPANIES_ORDINANCE — Page 66

176

CAP. 32]

Special

resolution of

limited company making liability of directors

unlimited.

1929 c. 23, s. 147.

20283/6

Particulars in accounts of directors' emoluments. pensions, etc. 1948 c. 38, s. 196.

Companies

[1984 Ed.

160. (1) A limited company, if so authorized by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors, or managers, or of any managing director.

(2) Upon the passing of any such special resolution the provisions thereof shall be as valid as if they had been originally contained in the memorandum.

laid

161. (1) In any accounts of a company laid before it in general meeting, or in statement annexed thereto, there shall, subject to and in accordance with the provisions of this section, be shown so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned

(a) the aggregate amount of the directors' emoluments;

(b) the aggregate amount of directors' or past directors'

pensions; and

(c) the aggregate amount of any compensation to directors or

past directors in respect of loss of office.

(2) The amount to be shown under subsection (1)(a)—

(a) shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connexion with the management of the affairs of the company or any subsidiary thereof; and

(b) shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments:

and for the purposes of this section the expression "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance less amounts actually spent on the expenses for which the allowance was made, any contribution paid in respect of him under any pension scheme and the estimated money value of any other benefits received by him otherwise than in cash.

(3) The amount to be shown under subsection (1)(b)—

(a) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid shall include any pension paid or receivable in respect of any such services of a director or past director of the company as are mentioned in subsection (1), whether to or by him or, on his nomination or by virtue of dependence on or other connexion with him, to or by any other person; and