What are the directors‟ rights with regard to receiving remuneration and compensation for loss of office?

Prima facie directors are not entitled to remuneration unless the articles of association expressly provide. However, in practice directors are paid an allowance for attending meetings.

– With regard to compensation for loss of office, the operative principles are prescribed Section 192(1) of the Companies Act. It is unlawful for a company to make to any director any payment way of compensation for loss of, or as consideration for or in connection with this retirement from office unless:

• particulars of the proposed payment including the amount has been disclosed to members of the company
• the payment has been approved the company in general meeting

Any payment made to a director in contravention of this provision is illegal and the director receives the same in trust for the company.

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