[(1) No payment for loss of office may be made by any person to a person who is, or has been, a director of a quoted company [or of an unquoted traded 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
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