Whether board’s resolution fixing directors’ fee could be considered as contract in which directors are interested - Companies Law - Letter : No. 2/32/63‑PR,

Letter : No. 2/32/63 ‑ PR, dated 20 ‑ 9 ‑ 1963. Subject:- Whether board s resolution fixing directors fee could be considered as contract in which directors are interested Query : The articles of association of a public company provide that the directors fees for attending meetings of the board will be fixed by the board. Does the Department consider a resolution of the board fixing directors fee as a contract or arrangement in which the directors are interested within the meaning of section 300(1) ? Answer : Having regard to the provisions of section 309(1), any resolution of the board in regard to the fixation of or increase in the directors fees should be subject to the approval of the company in general meeting, and the provisions of section 300(1) would not be attracted in the case of such a resolution to be considered by the board, because the final decision in the matter would be that of the company in general meeting.