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of <h1>Director exit payments require shareholder approval; unauthorised loss-of-office compensation held on trust and penalised personally after breach</h1> Directors are prohibited from receiving compensation for loss of office or retirement in connection with transfers of the company's undertaking, property, or shares, unless full particulars of the proposed payment are disclosed to members and approved in a general meeting. This includes offers leading to acquisition of control or subsidiary status. Payments properly made to managing or whole-time directors or managers for loss of office are allowed within prescribed limits. If approval fails for want of quorum, the proposal is deemed not approved. Any payment received in contravention is held in trust for the company. Defaulting directors are liable to a monetary penalty.
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