(1) No payment for loss of office may be made by any person to a person who is, or has been, a director of a quoted company or of an unquoted traded 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.