Companies Act, 2019 (Act 992)
Section 185 - Remuneration and other benefits of directors
(1) Subject to this section, the fees and any other remuneration including salary payable to the directors in whatever capacity, shall be determined from time to time by ordinary resolution of the company, and not by a provision in an agreement.
(2) The fees payable to the directors as directors shall be determined from time to time by ordinary resolution of the company and not in any other way.
(3) Unless otherwise resolved, the fees payable to directors accrue from day to day and the directors are entitled to be paid the travelling and other expenses properly incurred by the directors in attending and returning from meetings of the directors or a committee of the directors or general meeting of the company or otherwise in connection with the business of the company.
(4) Where a director holds any other office or place of profit under the company in accordance with section 183 or 184, the terms of the appointment may provide for the remuneration in respect of the appointment but that director is not entitled to a remuneration additional to the fees to which that person is entitled as director unless the terms of the appointment to that office have been approved by ordinary resolution of the company.
(5) The registered constitution of a company may make provision for benefits payable to directors including
(a) compensation for loss of employment as director or former director;
(b) insurance benefits; and
(c) other indemnities.
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