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Guinness v Saunders [1990] 2 AC 663

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case Guinness v Saunders

Table Of Contents

  • Defendant, a director of Guinness, was paid money as reward for his part in a successful bid by Guinness for another company.

  • Award was made by remuneration committee, who were entitled to fix remuneration of individual directors under articles.

  • However the board of directors per se had never authorised the deal.

Lord Templeman

  • On proper construction of articles, any remuneration must still be authorised by the board.

    • Remuneration committee alone does not have power to authorise payment of money to directors

  • Thus Defendant had received unauthorised remuneration.

  • Therefore had to pay money back to company.

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