1964_COMPANIES_ORDINANCE — Page 78

188

CAP. 32]

Provisions as to assignment of office by

directors.

1929 c. 23, s. 152.

Companies

[1984 Ed.

(5) Nothing in sections 163A, 163B and 163C shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein mentioned or with respect to any other like payments made or to be made to the directors of a company.

(6) References in this section to a director include references to a past director.

(Added, 6 of 1984, s. 120)

164. (1) If in the case of any company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director or managing agent of the company to assign his office as such to another person, any assignment of office made in pursuance of the said provision shall, notwithstanding anything to the contrary contained in the said provision, be of no effect unless and until it is approved by a special resolution of the company. (Amended, 6 of 1984, s. 121)

(2) It shall be the duty of a company which is the managing agent of another company to notify forthwith to that other company-

(a) any change in the control of such first-mentioned company;

(b) any material change in the composition of the board of directors of such first-mentioned company. (Added, 6 of 1984, s. 121)

(3) Notwithstanding anything in any agreement providing for the appointment of a company as the managing agent of another company, where that other company is notified under subsection (2)(a) that a change in the control of such first-mentioned company has occurred and, at the same time or thereafter, is notified under subsection (2)(b) that a material change in the composition of the board of directors of such first-mentioned company has also occurred, such agreement may be terminated by that other company at any time within 1 month after being so notified under subsection (2)(b). (Added, 6 of 1984, s. 121)

(4) For the purposes of this section "material change", in relation to the composition of the board of directors of a company, means any change whereby more than half of the number of directors of the company cease to be directors. (Added, 6 of 1984, s. 121)

Provisions as to liability of officers and auditors.

1929 c. 23, s. 152

Avoidance of Provisions in Articles or Contracts relieving Officers from Liability

165. Subject as hereinafter provided, any provision, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any officer of the company, or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law ...