(1) A resolution approving an amendment for the purposes of section 226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum setting out particulars of the to which the amendment relates (including its amount) is made available for inspection by the members of the company -
(a) at the company's registered office for not less than 15 days ending with the date of the meeting at which the resolution is to be considered, and
(b) at that meeting itself.
(2) The memorandum must explain the ways in which the payment would be inconsistent with the approved directors' remuneration policy (within the meaning of the section in question) but for the amendment.
(3) The company must ensure that the memorandum is made available on the company's website from the first day on which the memorandum is made available for inspection under subsection (1) until its next accounts meeting.
(4) Failure to comply with subsection (3) does not affect the validity of the meeting at which a resolution is pass
…