Section 182 of The Companies Act No. 17 of 2015: Members’ approval required for payment by company
(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 the company and each of the companies that are associated with it.
(3) A resolution approving a payment to which this section applies can be passed only if a memorandum setting out particulars of the proposed payment (including the 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 the director;
(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 fourteen days ending with the date of the meeting; and (ii) at the meeting itself.
(4) An approval is not required to be obtained under this section from the members of a body corporate that—
(a) is not a company registered under this Act; or (b) is a wholly-owned subsidiary of another body corporate.
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