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{
    "id": 45820,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/45820/?format=api",
    "text_counter": 247,
    "type": "speech",
    "speaker_name": "Mr. Wako",
    "speaker_title": "The Attorney-General",
    "speaker": {
        "id": 208,
        "legal_name": "Sylvester Wakoli Bifwoli",
        "slug": "wakoli-bifwoli"
    },
    "content": "Mr. Temporary Deputy Speaker, Sir, at the beginning I stated that directors are now going to be held more accountable. You start getting the inkling of that in Clause 366, which provides for matters about which information may be required, and particularly on the directors’ benefits and remuneration. I am quite sure that these are matters which my learned friend, hon. Baiya, knows about since they relate to income and law. There was a situation where the directors were really employees, but the shareholders could not get any money because their remuneration packages swallowed almost all the profits. So, there has to be a check on the amount of money that the directors may be remunerating themselves. That is why you will now be required to give information, under Clause 366, on gains made by directors on the exercise of share option. You can employ a director and agree that if the company succeeds, he will have so many shares. What are the gains such a director will have in respect of those share options? There are also provisions on benefits receivable by directors under long-term incentive schemes in terms of contributions for the purpose of providing benefits. This may be in respect of past services of a person as director, or in any other capacity while director. Mr. Temporary Deputy Speaker, Sir, this continues under Clause 367, where the advances and credits granted by the company to its directors must be disclosed. Guarantees of any kind entered into by the company on behalf of its directors must also be disclosed. For example, a director may want to buy a particular property and the security becomes the company. That is a very major liability of the company. So, all that must be disclosed. By the way, all the information that is disclosed must also, on demand by any shareholder or any member of that company, be shielded, so that the director can be taken to task. What are the details? This is a very detailed law. If you look at page 1400, you will see that the details required in the case of these advances, credits and guarantees include; the amount, the interest, its main condition and any amounts repaid. Apart from the information that must be there, the director is also under duty to prepare a directors’ remunerations report which, of course, will be tabled at the annual general meeting, where all the members of the company gather. Any director who does not prepare a full report on such activities is committing an offence, under Clause 374."
}