164A. Power to require disclosure of directors’ emoluments

Question 1

164A. Power to require disclosure of directors’ emoluments

Answer 1

General overview
[164A.01] In closely-held private companies, the directors’ emoluments are often confidential and members are not privy to such information. Considering that one of the ways directors may expropriate or pilfer the company’s assets through giving themselves huge emoluments that are not commensurate with their performance, s 164A provides that 10% of the total number of members of the company or member(s) who hold at least 5% of the total number of issued shares of the company have a right to demand disclosure of the directors’ emoluments and other benefits given by the company. This extends to disclosure of emoluments and other benefits of directors of a subsidiary.