Board Resolution Appointing New President Template for England and Wales

English company law does not define 'president' as a statutory office. A managing director is recognised in the model articles as a specific executive role to which the board can delegate authority. A president is a non-statutory title that may carry the same authority as a managing director if the board resolution grants it, or may be purely ceremonial. The resolution should specify exactly which powers the president holds.

Not automatically. If the person is already a director, the resolution simply designates them as president and may confer additional executive authority. If the person is not a director, appointing them as president does not give them director status under the Companies Act 2006. Any appointment to the board of directors requires a separate formal process and notification to Companies House on form AP01.

The appointment of an executive officer within the board's authority under the articles does not require shareholder approval unless the articles reserve such appointments to the members. However, if the appointment involves a service contract with a guaranteed term exceeding two years, section 188 of the Companies Act 2006 requires shareholder approval before the contract is entered into.

The resolution should name the appointee, state their new title, specify the date from which the appointment takes effect, describe the scope of authority (including any financial limits), confirm their reporting line (typically to the board or chair), and refer to the accompanying service contract or letter of appointment that sets out their remuneration and notice terms.

Under the Employment Rights Act 1996, the appointee is entitled to a written statement of particulars of employment within one day of starting. The statement must cover remuneration, working hours, holiday entitlement, notice periods, and grievance and disciplinary procedures. If the appointment is to a senior role, a full service agreement is typically drafted alongside the board resolution.

Only if the president is appointed as a director. Director appointments must be notified to Companies House on form AP01 within 14 days under section 167 of the Companies Act 2006. If the president is a purely executive role without director status, no Companies House notification is required, although the resolution should still be kept in the company's internal records.

Yes. The board can revoke an appointment it made under the articles at any time by a further resolution. However, the president's employment contract will continue until lawfully terminated. Dismissal without following the contractual notice period or correct procedure can give rise to a claim for wrongful dismissal, and unfair dismissal claims may arise after two years' service.

Yes. For companies subject to the UK Corporate Governance Code 2024, appointment of a senior executive such as a president or CEO must follow a formal process overseen by the nomination committee, with appropriate due diligence and board oversight. The Code also requires that no single individual holds both the chair of the board and the principal executive officer role simultaneously.