432

Provision as
to payments
Teceived by

directors for
loss of office
or on retire-
ment.

Ch. 31. No. 1.] Companies.

148. (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 company by way of compensa-
tion for loss of office, or as consideration for or in connec-
tion with his retirement 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
payment, 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 of one hundred and twenty dollars, and if
the requirements of the last foregoing subsection are not
complied with in relation to any such payment as is men-
tioned 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.

(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