Part 10A company's directors
F1CHAPTER 4ADirectors of quoted companies and traded companies: special provision
Restrictions relating to remuneration or loss of office payments
226BRemuneration payments
(1)
A quoted company F2or unquoted traded company may not make a remuneration payment to a person who is, or is to be or has been, a director of the company unless—
(a)
the payment is consistent with the approved directors' remuneration policy, or
F3(b)
an amendment to that policy authorising the company to make the payment has been approved by resolution of the members of the company.
(2)
The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.
226CLoss of office payments
(1)
No payment for loss of office may be made by any person to a person who is, or has been, a director of a quoted company F4or of an unquoted traded company unless—
(a)
the payment is consistent with the approved directors' remuneration policy, or
F5(b)
an amendment to that policy authorising the company to make the payment has been approved by resolution of the members of the company.
(2)
The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.
226DSections 226B and 226C: supplementary
(1)
A resolution approving F6an amendment for the purposes of section 226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum setting out particulars of the proposed payment F7to which the amendment relates (including its amount) is made available for inspection by the members of the company—
(a)
at the company's registered office for not less than 15 days ending with the date of the meeting at which the resolution is to be considered, and
(b)
at that meeting itself.
F8(2)
The memorandum must explain the ways in which the payment would be inconsistent with the approved directors’ remuneration policy (within the meaning of the section in question) but for the amendment.
(3)
The company must ensure that the memorandum is made available on the company's website from the first day on which the memorandum is made available for inspection under subsection (1) until its next accounts meeting.
(4)
Failure to comply with subsection (3) does not affect the validity of the meeting at which a resolution is passed approving F9the amendment to which the memorandum relates or the validity of anything done at the meeting.
(5)
Nothing in section 226B or 226C authorises the making of a remuneration payment or (as the case may be) a payment for loss of office in contravention of the articles of the company concerned.
(6)
Nothing in section 226B or 226C applies in relation to a remuneration payment or (as the case may be) a payment for loss of office made to a person who is, or is to be or has been, a director of a quoted company F10or of an unquoted traded company before the earlier of—
(a)
the end of the first financial year of the company to begin on or after the day on which it becomes a quoted company F11or (as the case may be) an unquoted traded company, and
(b)
the date from which the company's first directors' remuneration policy to be approved under section 439A takes effect.
(7)
In this section the “company's website” is the website on which the company makes material available under section 430.