Powers to remunerate directors of Jersey companies

In a helpful judgment, the Jersey Court of Appeal has upheld the decision of the Royal Court in Pirrwitz v AI Airports International Ltd and PI Power International Ltd [2013] JRC 017. The case raised questions regarding the remuneration of directors and in particular the scope of provisions in articles of association under which directors may be remunerated. An important point highlighted by the decision is that directors have no entitlement to remuneration out of company funds unless this is set out in the company’s articles of association or approved by the company’s members (the members being the shareholders in the case of a company having shares).

This briefing considers the decision in relation to issues raised regarding the remuneration of directors. The judgment is also important in clarifying the duty of a director under Article 74(1)(a) of the Companies (Jersey) Law 1991 to ‘act honestly and in good faith with a view to the best interests of the company’.

That aspect of the case is considered in a separate briefing…

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