A Board Resolution For General Authorisation is a crucial corporate governance document used in Australian business operations to formally document and implement the board's decisions regarding delegation of authority. This document becomes necessary when a company needs to grant specific powers to certain individuals or roles for operational efficiency, while maintaining proper oversight and control. It must comply with the Corporations Act 2001 (Cth) and typically includes details about the scope of authority, financial limits, duration, and reporting requirements. The resolution helps streamline business operations by clearly defining who can act on behalf of the company in various matters, from day-to-day operations to specific transactions, while ensuring accountability and risk management.
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1. Header Information: Company name, ACN, date and time of meeting, and type of resolution
2. Attendance: List of directors present, apologies, and confirmation of quorum
3. Chairperson: Identification of meeting chairperson and confirmation of appointment
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Background: Context and reasons for the general authorisation being granted
6. Declarations: Directors' declarations of interests (if any) relating to the matters being considered
7. Resolutions: Clear statement of the board's decisions and authorisations being granted
8. Execution: Signature block for chairperson or authorized signatories
1. Previous Minutes: Confirmation of previous meeting minutes when the resolution follows up on prior discussions
2. Delegated Authority Limits: Specific financial or operational limits of the authorisation when applicable
3. Duration of Authority: Timeframe for which the authorisation remains valid, if not indefinite
4. Reporting Requirements: Requirements for reporting back to the board on actions taken under the authorisation
5. Conditions Precedent: Any conditions that must be met before the authorisation becomes effective
6. Revocation of Previous Authorities: Statement revoking previous authorisations if being replaced by this resolution
1. Schedule 1: Scope of Authority: Detailed description of the powers and activities being authorized
2. Schedule 2: Authorized Persons: List of individuals or roles granted specific authorities under the resolution
3. Schedule 3: Authority Limits Matrix: Table showing different levels of authority and associated limits
4. Appendix A: Supporting Documents: Any relevant documents referenced in the resolution (e.g., policies, procedures)
5. Appendix B: Forms and Templates: Standard forms or templates to be used in exercising the granted authority
Relevant legal definitions
Act
Authorised Person
Authority Limits
Board
Chairman
Company
Company Secretary
Constitution
Delegate
Directors
Effective Date
Executive Management
Financial Year
General Authority
Material Transaction
Meeting
Officer
Ordinary Resolution
Quorum
Related Party
Resolution
Secretary
Signing Authority
Special Resolution
Subsidiary
Transaction Limits
Authorised Person
Authority Limits
Board
Chairman
Company
Company Secretary
Constitution
Delegate
Directors
Effective Date
Executive Management
Financial Year
General Authority
Material Transaction
Meeting
Officer
Ordinary Resolution
Quorum
Related Party
Resolution
Secretary
Signing Authority
Special Resolution
Subsidiary
Transaction Limits
Clauses
Meeting Procedure
Notice and Quorum
Declarations of Interest
Authority Delegation
Financial Authority
Operational Authority
Contract Execution
Banking Authority
Document Execution
Transaction Limits
Reporting Requirements
Duration and Review
Compliance Requirements
Revocation of Previous Authorities
Corporate Seal Usage
Electronic Execution
Territorial Scope
Regulatory Compliance
Record Keeping
Review and Amendment
Notice and Quorum
Declarations of Interest
Authority Delegation
Financial Authority
Operational Authority
Contract Execution
Banking Authority
Document Execution
Transaction Limits
Reporting Requirements
Duration and Review
Compliance Requirements
Revocation of Previous Authorities
Corporate Seal Usage
Electronic Execution
Territorial Scope
Regulatory Compliance
Record Keeping
Review and Amendment
Relevant Industries
Financial Services
Mining and Resources
Healthcare
Technology
Retail
Manufacturing
Professional Services
Energy
Transportation
Real Estate
Education
Telecommunications
Construction
Agriculture
Not-for-Profit
Relevant Teams
Legal
Corporate Governance
Compliance
Risk Management
Finance
Operations
Executive Leadership
Board Secretariat
Internal Audit
Corporate Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
General Counsel
Board Director
Executive Director
Non-Executive Director
Corporate Governance Manager
Compliance Officer
Risk Manager
Finance Director
Operations Director
Board Chairman
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