It might be better to discuss amendments Nos. 68 and 69 together.
SECTION 189.
I move amendment No. 68 :—
In subsection (2), paragraph (a), to delete " whose office is to be abolished or who is to retire from office ".
As regards amendment No. 68 there will be a new subsection inserted at the end of Section 189 relating to past directors and the deletion of the words: " whose office is to be abolished or who is to retire from office ".
There is a fairly lengthy explanation of amendment No. 69 in the brief which has been circulated to the members of the Committee. It arises out of the Jenkins report. It simply extends the scope of the preceding Sections 186, 187 and 188 to include payments to directors of the company itself for loss of office in the company itself and also for loss of office in subsidiary companies.
Amendment agreed to.
I move amendment No. 69 :—
In subsection (3), page 109, line 23, to delete " made " and, after " office " in line 25, to insert: " include payments to him by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary company but ".
Amendment agreed to.
I move amendment No. 70 :—
To add to the section a new sub-section as follows:
" () References in sections 186, 187, 188 and this section to a director include references to a past director."
As at present drafted, it would appear that Sections 186, 187 and 188 do not apply to past directors and it is obviously desirable that they should. Amendment No. 70 proposes that they should apply to past directors.
In other words, a prohibitory clause in respect of past directors ?
What the section really means is that where payments are made to past directors approval should be got from the shareholders. I think it is particularly desirable in the case of past directors that approval should be got in this fashion.
Whether or not the amount has been repaid ? Is it only necessary where the amount is still outstanding ?
It applies whether it has been repaid or not.
How far do you go on that ? If somebody got a loan 30 years ago, would that apply?
The idea behind this is that it covers past as well as present directors as regards payments made. It refers to current payments to past directors.
Amendment agreed to.
Section 189, as amended, agreed to.