Section 745

(1) The powers of a company include if they would not otherwise do so apart from this section power to make for the benefit of persons employed or formerly employed by the company or any of its subsidiaries provision in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or subsidiary.

(2) The power conferred under subsection (1) is exercisable even if its exercise is not in the best interest of the company.

(3) The power which a company may exercise under subsection (1) is exercised by the company if sanctioned-

(a) in a case not falling within paragraph (b) or (c), by a resolution of the company;

(b) if so authorised by the memorandum or articles, a resolution of the directors; or

(c) if the memorandum or articles require the exercise of the power to be sanctioned by a resolution other than a simple resolution of the company, with the sanction of that other resolution.

(4) Any payment which may be made by a company under this section may, if made before the commencement of any winding up of the company, be made out of profits of the company which are available for dividend.