COMPANIES ACT - 1963 (ACT 179)

    Section - 194 - Remuneration of Directors

    (1) Subject as hereinafter provided in this section, the fees and other remuneration payable to the directors in whatsoever capacity, shall be determined from time to time by ordinary resolution of the company, and not by any provision in the Regulations or in any agreement, which provision shall be null and void.

    (2) The fees payable to the directors as such shall be determined from time to time by ordinary resolution of the company and not in any other way:

    Provided that where the Regulations of an existing company contain any provision fixing the fees payable to the directors such provision shall continue in operation and have effect until the date of the first annual general meeting of the company held next after the commencement of this Code.

    (3) Unless otherwise resolved, the fees payable to directors shall be deemed to accrue from day-to-day and the directors shall also be entitled to be paid all travelling and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meeting of the company or otherwise in connection with the business of the company.

    (4) Where any director holds any other office or place of profit under the company in accordance with section 192 or 193 of this Code, the terms of his appointment may provide for his remuneration in respect thereof but he shall not be entitled to any remuneration additional to the fees to which he is entitled as director unless and until the terms of his appointment to such office have been approved by ordinary resolution of the company:

    Provided that where any director holds any such office or place of profit under an appointment made prior to the sixth day of April, 1961 and the terms of his appointment contain provisions relating to his remuneration, such provisions, although not approved by ordinary resolution of the company, shall continue in operation and have effect,

    (a) if the appointment is for a fixed term, not determinable by the company or on the director ceasing to be a director, until the expiration of that fixed period or the earlier determination of the appointment;

    (b) in any other case, until the date of the first annual general meeting of the company held next after the commencement of this Code, or the earlier determination of the appointment.