The Resolution of Appointment is a crucial corporate governance document used in Australian business operations to formalize the appointment of individuals to various organizational roles. This document is required whenever a company needs to officially appoint directors, officers, or other key position holders, ensuring compliance with the Corporations Act 2001 and other relevant legislation. The resolution must be properly executed according to the company's constitution and applicable laws, typically requiring approval from the board of directors or shareholders. It serves as official evidence of the appointment and becomes part of the company's permanent records, often requiring lodgment with regulatory bodies such as ASIC. The document includes crucial information such as the appointee's details, the position, effective date, and any special conditions or terms of the appointment.
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1. Header Information: Company name, ACN, document type and date of resolution
2. Type of Resolution: Specification of whether this is a directors' resolution, shareholders' resolution, or unanimous resolution
3. Present: List of all persons present at the meeting where the resolution was passed
4. Chairperson: Identification of the chairperson of the meeting
5. Quorum: Confirmation that a quorum was present for the meeting
6. Notice: Confirmation that proper notice was given or waived
7. Background: Brief context explaining the reason for the appointment
8. Resolutions: The formal resolution(s) for the appointment, including full name and details of appointee and role
9. Effective Date: Specification of when the appointment takes effect
10. Execution: Space for signature of chairperson or required signatories
1. Consent to Act: Required when appointing directors or secretaries who need to provide written consent
2. Special Conditions: Any special conditions or terms attached to the appointment
3. Remuneration: Details of any remuneration package, if being approved as part of the appointment
4. Regulatory Requirements: Any specific regulatory requirements or declarations needed for the appointment
5. Previous Appointment Termination: Required if the appointment is replacing an existing officeholder
6. Additional Powers: Any specific powers or authorities being granted with the appointment
1. Schedule 1 - Appointee Details: Full details of the appointee including name, address, date of birth, and other required personal information
2. Schedule 2 - Consent to Act: Signed consent form from the appointee
3. Schedule 3 - Qualifications and Experience: Summary of appointee's relevant qualifications and experience (if required)
4. Schedule 4 - Declaration of Interests: Disclosure of any relevant interests or potential conflicts
5. Appendix A - Supporting Documents: Copies of relevant supporting documentation such as identification documents or certificates
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Healthcare
Technology
Manufacturing
Retail
Mining
Education
Construction
Transport and Logistics
Energy
Telecommunications
Not-for-Profit
Government Organizations
Real Estate
Relevant Teams
Legal
Corporate Governance
Board Secretariat
Executive Office
Compliance
Risk Management
Human Resources
Finance
Administration
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Board Chairperson
Executive Director
Independent Director
Managing Director
Alternate Director
Committee Chairperson
Public Officer
Chief Operating Officer
Chief Risk Officer
Compliance Officer
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