1964_COMPANIES_ORDINANCE — Page 77

1984 Ed.]

Companies

[CAP. 32

187

(a) 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

(b) 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 that 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 connexion with his retirement from office.

(3) References in sections 163, 163A and 163B to payments to any director of a company by way of compensation for loss of office, or as consideration for or in connexion with his retirement from office...

(a) include any such payments to him in respect of the loss of or retirement from his office as director of the company or in respect of the loss or retirement, while a director of the company or on or in connexion with his ceasing to be a director of the company, of or from-

(i) any other office in connexion with the management of the company's affairs; or

(ii) any office as director or otherwise in connexion with the management of the affairs of any subsidiary of the company; but

(b) do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services; and for the purposes of this paragraph "pension" includes any superannuation allowance, super- annuation gratuity or similar payment.

(4) The following provisions shall apply in relation to any meeting of a company and any meeting referred to in section 163 B(3)(b) summoned for the purpose of approving any payment as required by section 163, 163A, 163B or 163C-

(a) the notice convening the meeting shall give full particulars with respect to such payment, including the amount thereof;

(b) the approval of the company for any such payment shall be

given by ordinary resolution;

(c) any director to whom it is proposed to make any such payment, and any person who holds any shares in the company in trust for him, shall not be entitled to vote on any resolution to approve such payment or any other payment in respect of which approval is required by section 163, 163A, 163B or 163C, nor shall the director or such person, if any, be counted in determining whether a quorum is present at the meeting.