Companies Act (Cap. 386), article 144

144. (1) It shall not be lawful for a company - (a) to make a loan to any person who is its director or a director of its parent company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as aforesaid by any other person: Provided that nothing in this paragraph shall apply either - (i) to anything done, with the approval of the company given at a general meeting, to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or ( i i ) i n t h e c a s e o f a c o m p a n y w h o s e o r d i n a r y business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business; (b) to make to any director of the company any payment by way of compensation fo r loss of office, or as consideration for or in conn ection with his retirement f r o m o f f i c e , w i t h o u t p a r t iculars with respect to the proposed payment, including the amount thereof, being disclosed to members of the company and the proposal being approved by the company in general meeting. (2) For the purposes of this article, the expression "director" COMP ANIES [CAP. 386. 97 shall include any person in accor dance with whose directives or instructions the dir ectors of a company ar e accustomed to act. Duty of director to disclose interest in a contract with company.