A company may not agree to a director's service contract with a guaranteed term of more than two years without a members' resolution (section 188); may not enter an arrangement under which a director or a connected person acquires from or transfers to the company a substantial non-cash asset (over 100,000 pounds, or over 5,000 pounds and 10 per cent of net assets) without members' approval (sections 190 to 196, with the civil consequences in section 195); may not make a loan or give a guarantee or security for a loan to a director of the company or its holding company, or (for public companies and their associates) quasi-loans and credit transactions to directors and connected persons, without members' approval and a memorandum of the terms being made available (sections 197 to 214, with exceptions for expenditure on company business up to 50,000 pounds, minor transactions, intra-group and money-lending companies); and may not make a payment for loss of office to a director or former director without members' approval, with payments in connection with transfers of undertakings and takeovers also caught (sections 215 to 226). Transactions made without approval are voidable and the director must account.
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