The Board Resolution Appointing Committee Members is a crucial corporate governance document used when an Australian company's board of directors decides to establish a new committee or reappoint members to an existing committee. This document type is essential for demonstrating compliance with the Corporations Act 2001 and maintaining proper corporate governance structures. It is typically used when forming audit committees, remuneration committees, risk committees, or other specialized board committees. The resolution includes specific details about the committee's purpose, composition, member appointments, reporting requirements, and delegated authorities. For listed companies, the document must also align with ASX Listing Rules and Corporate Governance Principles. The resolution serves as legal evidence of the board's decision-making process and provides a clear mandate for the committee's operations.
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1. Meeting Details: Specifies the date, time, location, and type of meeting (regular/special board meeting)
2. Attendance: Lists directors present, apologies, and confirmation of quorum
3. Background: Explains the context and reasons for establishing the committee
4. Resolutions: The formal resolutions passed by the board, including committee establishment, purpose, and member appointments
5. Committee Purpose: Clearly states the primary objectives and scope of the committee
6. Committee Composition: Specifies the number of members, roles, and any specific requirements for membership
7. Member Appointments: Names and positions of appointed committee members, including chair designation
8. Term of Appointment: Duration of appointments and provisions for reappointment
9. Meeting Frequency: Required frequency of committee meetings and any special meeting provisions
10. Reporting Requirements: Specifies how and when the committee should report to the board
11. Certification: Signature section for company secretary/director to certify the resolution
1. Remuneration: Include when committee members are to receive specific compensation for their service
2. Delegated Authority: Include when the committee requires specific delegated powers from the board
3. Budget Allocation: Include when the committee requires a specific budget or financial resources
4. Conflict Resolution: Include when specific procedures for handling conflicts within the committee are needed
5. Sub-committee Powers: Include when the committee has authority to establish sub-committees
6. External Advisors: Include when the committee has authority to engage external consultants or advisors
1. Schedule 1 - Terms of Reference: Detailed committee charter including roles, responsibilities, and operational procedures
2. Schedule 2 - Committee Member Details: Detailed information about appointed members including qualifications and independence status
3. Schedule 3 - Delegation of Authority Matrix: Specific powers and limits of authority delegated to the committee
4. Appendix A - Committee Calendar: Annual schedule of planned committee meetings and key activities
5. Appendix B - Related Policies: List of relevant company policies that the committee must consider or oversee
Relevant legal definitions
Board
Committee
Chair
Company
Constitution
Director
Independent Director
Meeting
Member
Quorum
Resolution
Secretary
Terms of Reference
Charter
Delegated Authority
Financial Year
Special Resolution
Corporations Act
ASX Listing Rules
Regulatory Requirements
Related Party
Material Interest
Conflict of Interest
Executive Officer
Subsidiary
Terms of Appointment
Reporting Period
External Advisor
Written Notice
Ordinary Resolution
Committee
Chair
Company
Constitution
Director
Independent Director
Meeting
Member
Quorum
Resolution
Secretary
Terms of Reference
Charter
Delegated Authority
Financial Year
Special Resolution
Corporations Act
ASX Listing Rules
Regulatory Requirements
Related Party
Material Interest
Conflict of Interest
Executive Officer
Subsidiary
Terms of Appointment
Reporting Period
External Advisor
Written Notice
Ordinary Resolution
Clauses
Establishment
Authority and Scope
Composition
Appointment
Term of Office
Quorum Requirements
Meeting Frequency
Voting Rights
Duties and Responsibilities
Reporting Obligations
Confidentiality
Conflict of Interest
Remuneration
Resources and Budget
Amendment Powers
Termination
Delegation
Record Keeping
Performance Evaluation
Compliance Requirements
Authority and Scope
Composition
Appointment
Term of Office
Quorum Requirements
Meeting Frequency
Voting Rights
Duties and Responsibilities
Reporting Obligations
Confidentiality
Conflict of Interest
Remuneration
Resources and Budget
Amendment Powers
Termination
Delegation
Record Keeping
Performance Evaluation
Compliance Requirements
Relevant Industries
Financial Services
Healthcare
Mining and Resources
Technology
Retail
Manufacturing
Professional Services
Education
Non-Profit Organizations
Government Organizations
Energy
Telecommunications
Real Estate
Construction
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Compliance
Risk Management
Corporate Governance
Board Support
Executive Office
Administrative Support
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Governance Manager
Legal Counsel
Board Director
Committee Chair
Non-Executive Director
Compliance Officer
Risk Manager
General Counsel
Corporate Secretary
Governance Officer
Board Administrator
Executive Assistant to Board
Chief Legal Officer
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