[(1) A quoted company [or unquoted traded company] may not make a remuneration payment to a person who is, or is to be or has been, a director of the company unless—
(a) the payment is consistent with the approved directors' remuneration policy, or
[(b) an amendment to that policy authorising the company to make the payment has been approved by resolution of the members of the company].
(2) The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.]
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