Facts
- A former director of the recently taken-over Guinness brand was paid a £5.2 million sum as a bonus
- The bonus was authorised by a committee of directors
- The articles of association provides that the whole board must consent to such a bonus
Issue
- Could the bonus be retained?
Decision
- No
Reasoning
- Breach of fiduciary obligation based on terms set out in the company’s articles of association, which could not be overruled
