(1) 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.
(2) 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.
(3) 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 -
(a) 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;
(b) in the case of a resolution at a meeting, by being made available for inspection by the members both -
(i) at the company's registered office for not less than 15 days ending with the date of the meeting, an
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