Companies Act 2006

Payments for loss of office

215Payments for loss of office

(1)In this Chapter a “payment for loss of office” means a payment made to a director or past director of a company—

(a)by way of compensation for loss of office as director of the company,

(b)by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,

(c)as consideration for or in connection with his retirement from his office as director of the company, or

(d)as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

(2)The references to compensation and consideration include benefits otherwise than in cash and references in this Chapter to payment have a corresponding meaning.

(3)For the purposes of sections 217 to 221 (payments requiring members' approval)—

(a)payment to a person connected with a director, or

(b)payment to any person at the direction of, or for the benefit of, a director or a person connected with him,

is treated as payment to the director.

(4)References in those sections to payment by a person include payment by another person at the direction of, or on behalf of, the person referred to.

216Amounts taken to be payments for loss of office

(1)This section applies where in connection with any such transfer as is mentioned in section 218 or 219 (payment in connection with transfer of undertaking, property or shares) a director of the company—

(a)is to cease to hold office, or

(b)is to cease to be the holder of—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

(2)If in connection with any such transfer—

(a)the price to be paid to the director 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 like shares, or

(b)any valuable consideration is given to the director by a person other than the company,

the excess or, as the case may be, the money value of the consideration is taken for the purposes of those sections to have been a payment for loss of office.

217Payment by company: requirement of members' approval

(1)A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.

(2)A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved by a resolution of the members of each of those companies.

(3)A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

(a)in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

(b)in the case of a resolution at a meeting, by being made available for inspection by the members both—

(i)at the company’s registered office for not less than 15 days ending with the date of the meeting, and

(ii)at the meeting itself.

(4)No approval is required under this section on the part of the members of a body corporate that—

(a)is not a UK-registered company, or

(b)is a wholly-owned subsidiary of another body corporate.

218Payment in connection with transfer of undertaking etc: requirement of members' approval

(1)No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.

(2)No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company unless the payment has been approved by a resolution of the members of each of the companies.

(3)A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

(a)in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

(b)in the case of a resolution at a meeting, by being made available for inspection by the members both—

(i)at the company’s registered office for not less than 15 days ending with the date of the meeting, and

(ii)at the meeting itself.

(4)No approval is required under this section on the part of the members of a body corporate that—

(a)is not a UK-registered company, or

(b)is a wholly-owned subsidiary of another body corporate.

(5)A payment made in pursuance of an arrangement—

(a)entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and

(b)to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

219Payment in connection with share transfer: requirement of members' approval

(1)No payment for loss of office may be made by any person to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid unless the payment has been approved by a resolution of the relevant shareholders.

(2)The relevant shareholders are the holders of the shares to which the bid relates and any holders of shares of the same class as any of those shares.

(3)A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

(a)in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

(b)in the case of a resolution at a meeting, by being made available for inspection by the members both—

(i)at the company’s registered office for not less than 15 days ending with the date of the meeting, and

(ii)at the meeting itself.

(4)Neither the person making the offer, nor any associate of his (as defined in section 988), is entitled to vote on the resolution, but—

(a)where the resolution is proposed as a written resolution, they are entitled (if they would otherwise be so entitled) to be sent a copy of it, and

(b)at any meeting to consider the resolution they are entitled (if they would otherwise be so entitled) to be given notice of the meeting, to attend and speak and if present (in person or by proxy) to count towards the quorum.

(5)If at a meeting to consider the resolution a quorum is not present, and after the meeting has been adjourned to a later date a quorum is again not present, the payment is (for the purposes of this section) deemed to have been approved.

(6)No approval is required under this section on the part of shareholders in a body corporate that—

(a)is not a UK-registered company, or

(b)is a wholly-owned subsidiary of another body corporate.

(7)A payment made in pursuance of an arrangement—

(a)entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and

(b)to which the company whose shares are the subject of the bid, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

220Exception for payments in discharge of legal obligations etc

(1)Approval is not required under section 217, 218 or 219 (payments requiring members' approval) for a payment made in good faith—

(a)in discharge of an existing legal obligation (as defined below),

(b)by way of damages for breach of such an obligation,

(c)by way of settlement or compromise of any claim arising in connection with the termination of a person’s office or employment, or

(d)by way of pension in respect of past services.

(2)In relation to a payment within section 217 (payment by company) an existing legal obligation means an obligation of the company, or any body corporate associated with it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office.

(3)In relation to a payment within section 218 or 219 (payment in connection with transfer of undertaking, property or shares) an existing legal obligation means an obligation of the person making the payment that was not entered into for the purposes of, in connection with or in consequence of, the transfer in question.

(4)In the case of a payment within both section 217 and section 218, or within both section 217 and section 219, subsection (2) above applies and not subsection (3).

(5)A payment part of which falls within subsection (1) above and part of which does not is treated as if the parts were separate payments.

221Exception for small payments

(1)Approval is not required under section 217, 218 or 219 (payments requiring members' approval) if—

(a)the payment in question is made by the company or any of its subsidiaries, and

(b)the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed £200.

(2)For this purpose “other relevant payments” are payments for loss of office in relation to which the following conditions are met.

(3)Where the payment in question is one to which section 217 (payment by company) applies, the conditions are that the other payment was or is paid—

(a)by the company making the payment in question or any of its subsidiaries,

(b)to the director to whom that payment is made, and

(c)in connection with the same event.

(4)Where the payment in question is one to which section 218 or 219 applies (payment in connection with transfer of undertaking, property or shares), the conditions are that the other payment was (or is) paid in connection with the same transfer—

(a)to the director to whom the payment in question was made, and

(b)by the company making the payment or any of its subsidiaries.

222Payments made without approval: civil consequences

(1)If a payment is made in contravention of section 217 (payment by company)—

(a)it is held by the recipient on trust for the company making the payment, and

(b)any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from it.

(2)If a payment is made in contravention of section 218 (payment in connection with transfer of undertaking etc), it is held by the recipient on trust for the company whose undertaking or property is or is proposed to be transferred.

(3)If a payment is made in contravention of section 219 (payment in connection with share transfer)—

(a)it is held by the recipient on trust for persons who have sold their shares as a result of the offer made, and

(b)the expenses incurred by the recipient in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

(4)If a payment is in contravention of section 217 and section 218, subsection (2) of this section applies rather than subsection (1).

(5)If a payment is in contravention of section 217 and section 219, subsection (3) of this section applies rather than subsection (1), unless the court directs otherwise.