(1) A quoted company or unquoted traded company may not make a remuneration payment to a person who is, or is to be or has been, a director of the company unless -
(a) the payment is consistent with the approved directors' remuneration policy, or
(b) an amendment to that policy authorising the company to make the payment has been approved by resolution of the members of the company.
(2) The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.