(1) It shall not be lawful for an ICAV to make to any director of the ICAV any payment by way of compensation for loss of office, or as consideration for or in connection with retirement from office, unless the following conditions are first satisfied.
(2) Those conditions are -
(a) that particulars relating to the proposed payment (including its amount) are disclosed to the members of the ICAV, and
(b) that the proposal is approved by resolution of the ICAV in general meeting.
(3) Where a payment which is unlawful under subsection (1) is made to a director of an ICAV, the ICAV and any officer of it who is in default commits a category 3 offence.