D, 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. Held:
· On proper construction of articles, any remuneration must still be authorised by the board.
Ø Remuneration committee alone does not have power to authorise payment of money to directors
· Thus D had received unauthorised remuneration.
· Therefore had to pay money back to company.