Restrictions on director payments: disclosure and general meeting approval required for transfer related compensation, with trust and penalty consequences.

Directors are barred from receiving payments for loss of office or retirement connected to transfers of undertakings, property or shares unless particulars of the proposed payment, including amount, are disclosed to members and the proposal is approved in a general meeting. Payments to managing directors, whole-time directors or managers remain subject to prescribed limits or priorities. Lack of quorum means no approval; payments made in breach or before approval are held on trust for the company, and contraventions attract a statutory fine. Other disclosure laws remain unaffected.

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