A Board Resolution To Hire An Employee is a crucial corporate governance document required in the Philippines when certain positions need board-level approval for hiring. This document is typically used when hiring executive positions, positions with significant authority or compensation, or when required by the company's by-laws. The resolution must comply with Philippine corporate law, particularly the Corporation Code (Republic Act No. 11232) and the Labor Code. It serves multiple purposes: documenting board approval, delegating authority for employment contract execution, establishing employment terms, and ensuring proper corporate governance. This document is especially important for regulated industries where regulatory bodies may require evidence of proper board approval for key appointments.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Introduction stating the company's name, registered address, and the context of the meeting
4. Resolution Statement: The main body declaring the board's decision to hire the employee
5. Employee Details: Specific information about the employee being hired, including full name and position
6. Terms of Employment: Key employment terms including position, salary, and start date
7. Authorization: Designation of authorized officers to execute employment contract and related documents
8. Certification: Secretary's certification of the resolution's authenticity and board approval
1. Special Powers and Authority: Additional authorizations for specific situations (e.g., work permits for foreign nationals)
2. Probationary Period: Include when the position is subject to a probationary period
3. Specific Benefits: When board approval is required for non-standard benefits package
4. Signing Authority Limits: When specific monetary or decision-making limits need to be set
5. Compliance Declarations: When hiring requires specific regulatory compliance statements
1. Job Description: Detailed description of the position and responsibilities
2. Compensation Package: Breakdown of salary and benefits
3. Required Government Registrations: List of mandatory government registrations and contributions
4. Corporate Organizational Chart: Shows where the position fits in the organization structure
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