161 Remuneration and other benefits

(1)

The board of a company may, subject to any restrictions contained in the constitution of the company, authorise—

(a)

the payment of remuneration or the provision of other benefits by the company to a director for services as a director or in any other capacity:

(b)

the payment by the company to a director or former director of compensation for loss of office:

(c)

the making of loans by the company to a director:

(d)

the giving of guarantees by the company for debts incurred by a director:

(e)

the entering into of a contract to do any of the things set out in paragraphs (a), (b), (c), and (d),—

if the board is satisfied that to do so is fair to the company.

(2)

The board must ensure that forthwith after authorising the making of the payment or the provision of the benefit or the making of the loan or the giving of the guarantee or the entering into of the contract, as the case may be, particulars of the payment or benefit or loan or guarantee or contract are entered in the interests register.

(3)

The payment of remuneration or the giving of any other benefit to a director in accordance with a contract authorised under subsection (1) need not be separately authorised under that subsection.

(4)

Directors who vote in favour of authorising a payment, benefit, loan, guarantee, or contract under subsection (1) must sign a certificate stating that, in their opinion, the making of the payment or the provision of the benefit, or the making of the loan, or the giving of the guarantee, or the entering into of the contract is fair to the company, and the grounds for that opinion.

(5)

Where a payment is made or other benefit provided or a guarantee is given to which subsection (1) applies and either—

(a)

the provisions of subsections (1) and (4) have not been complied with; or

(b)

reasonable grounds did not exist for the opinion set out in the certificate given under subsection (4),—

the director or former director to whom the payment is made or the benefit is provided, or in respect of whom the guarantee is given, as the case may be, is personally liable to the company for the amount of the payment, or the monetary value of the benefit, or any amount paid by the company under the guarantee, except to the extent to which he or she proves that the payment or benefit or guarantee was fair to the company at the time it was made, provided, or given.

(6)

Where a loan is made to which subsection (1) applies and either—

(a)

the provisions of subsections (1) and (4) have not been complied with; or

(b)

reasonable grounds did not exist for the opinion set out in the certificate given under subsection (4),—

the loan becomes immediately repayable to the company by the director, notwithstanding the terms of any agreement relating to the giving of the loan, except to the extent to which he or she proves that the loan was fair to the company at the time it was given.