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.
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.
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—
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;
in the case of a resolution at a meeting, by being made available for inspection by the members both—
at the company's registered office for not less than 15 days ending with the date of the meeting, and
at the meeting itself.
No approval is required under this section on the part of the members of a body corporate that—
is not a UK-registered company, or
is a wholly-owned subsidiary of another body corporate.