Board Resolution Appointing Committee Members Template for England and Wales

Under article 5 of the model articles for private companies (Companies Act 2006, Schedule 1), the board may delegate any of its powers to a committee consisting of one or more directors. The resolution appointing the committee must specify which powers are delegated and any conditions. The full board retains overall responsibility and can revoke the delegation at any time.

The model articles permit committees of one or more directors. Bespoke articles may allow the inclusion of non-directors (such as senior managers, advisers, or observers). However, the delegated authority over board-level decisions should remain with directors. Any non-director on the committee should be clearly identified as an adviser rather than a voting member exercising the board's powers.

The resolution should state the committee's name and purpose, the names of appointed members, the scope of delegated authority (with any monetary or subject-matter limits), the quorum for committee decisions, reporting requirements to the full board, and the term of appointment. Vague delegation without defined limits creates governance risk and may expose the company to the committee exceeding its authority.

Yes. The UK Corporate Governance Code 2024 requires premium-listed companies to maintain an audit committee, a remuneration committee, and a nomination and governance committee, each composed of independent non-executive directors. The board must approve each committee's terms of reference. The committees must report to shareholders annually on their activities.

Yes, within the scope of the authority delegated. A properly constituted committee acting within its terms of reference can take decisions that bind the company without a further full-board resolution. Decisions outside the committee's authority require ratification by the full board. Clear written terms of reference reduce the risk of committee decisions being challenged as ultra vires.

No. Under the Companies Act 2006, the full board retains oversight responsibility for the company's management even after delegation. If a committee makes a decision that harms the company, all directors may be exposed to liability if the full board failed to exercise adequate supervision. The board should receive regular reports from committees and should satisfy itself that delegated powers are exercised appropriately.

Any change in committee membership (whether by addition, removal, or change of role) should be passed as a further board resolution and minuted in the same way as the original appointment. The company should maintain a current schedule of committee memberships alongside its standing board resolutions. Banks and auditors may request up-to-date evidence of committee composition as part of governance reviews.

Yes. Minutes of meetings of committees of the board are minutes of directors within the meaning of section 248 of the Companies Act 2006 and must be retained for at least ten years. They should be stored in the company's minute book alongside the full board minutes, be accessible for inspection by directors at the registered office, and be made available to auditors on request.