35
(a)
pay, provide, arrange or procure the grant of pensions or other retirement
benefits, death, disability or sickness benefits, health, accident and other
insurances or other such benefits, allowances, gratuities or insurances, including in
relation to the termination of employment, to or for the benefit of any person who
is or has been at any time a director of the Company or in the employment or
service of the Company or of any body corporate which is or was associated with
the Company or of the predecessors in business of the Company or any such
associated body corporate, or the relatives or dependants of any such person. For
that purpose the board may procure the establishment and maintenance of, or
participation in, or contribution to, any pension fund, scheme or arrangement and
the payment of any insurance premiums;
(b)
establish, maintain, adopt and enable participation in any profit sharing or
incentive scheme including shares, share options or cash or any similar schemes
for the benefit of any director or employee of the Company or of any associated
body corporate, and, subject to any restrictions under applicable legislation, to
lend money to any such director or employee or to trustees on their behalf to
enable any such schemes to be established, maintained or adopted; and
(c)
support and subscribe to any institution or association which may be for the benefit
of the Company or of any associated body corporate or any directors or employees
of the Company or associated body corporate or their relatives or dependants or
connected with any town or place where the Company or an associated body
corporate carries on business, and to support and subscribe to any charitable or
public object whatsoever.
68.
Payment for loss of office
(1)
The Company shall not make a payment for loss of office to a director of the Company
unless the payment has been approved by an ordinary resolution of the Company.
(2)
A resolution approving a payment for loss of office under this article must not be passed
unless a memorandum setting out particulars of the proposed payment (including its
amount) is made available for inspection by the members of the Company at:
(a)
the Office for not less than 15 days ending with the date that the proposed
resolution is put to the members; and
(b)
at the meeting at which the proposed resolution is put to the members.
(3)
For the purposes of this article,
payment for loss of office
means a payment made to a
director or past director of the 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 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:
