The Board of Directors Resolution Form is a crucial corporate governance document used in South Africa to formally document decisions made by a company's board of directors. This document type is essential for maintaining proper corporate records and ensuring compliance with the Companies Act 71 of 2008 and the King IV Report on Corporate Governance principles. It is used whenever the board makes significant decisions, such as approving financial statements, declaring dividends, appointing officers, entering into major contracts, or making strategic corporate changes. The resolution form must include specific details about the meeting, the decision-making process, and the outcome of votes, serving as legal evidence of the board's decisions and protecting both the company and its directors.
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1. Meeting Details: Date, time, venue, and form of meeting (physical/virtual/hybrid)
2. Attendance and Quorum: List of directors present, absent with apologies, and confirmation of quorum requirements being met
3. Notice and Constitution: Confirmation that proper notice was given and meeting was constituted in accordance with the company's MOI
4. Chairperson: Identity of the meeting's chairperson and confirmation of their appointment
5. Declarations of Interest: Recording of any conflicts of interest declared by directors
6. Resolution(s): Clear statement of the resolution(s) proposed and passed, numbered sequentially
7. Voting Results: Record of how the vote was conducted and its outcome
8. Certification: Official certification of the resolution's passing, including signature requirements
1. Previous Minutes: Confirmation of previous meeting minutes - include when referencing or approving prior meeting minutes
2. Financial Considerations: Include when resolution involves financial decisions, outlining relevant financial implications
3. Legal Opinion: Reference to legal opinions obtained - include when resolution is based on legal advice
4. Implementation Instructions: Specific instructions for implementing the resolution - include for complex operational changes
5. Regulatory Compliance Statement: Include when resolution relates to regulatory requirements or submissions
6. Effective Date: Include when resolution needs to specify a different effective date from the passing date
7. Delegation of Authority: Include when specific powers are being delegated to execute the resolution
1. Schedule A - Supporting Documents: Key documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Schedule B - Financial Information: Relevant financial statements, projections, or analyses supporting the resolution
3. Schedule C - Legal Documents: Copies of legal opinions, regulatory approvals, or other legal documentation
4. Schedule D - Voting Record: Detailed voting records including proxy votes and written consents
5. Schedule E - Powers of Attorney: If applicable, powers of attorney or delegations of authority
6. Appendix 1 - Notice of Meeting: Copy of the notice sent to directors calling the meeting
7. Appendix 2 - Attendance Register: Signed attendance register or electronic participation records
Relevant legal definitions
Act
Board
Company
Directors
Chairperson
Company Secretary
Meeting
MOI
Resolution
Quorum
Special Resolution
Ordinary Resolution
Written Resolution
Round Robin Resolution
Electronic Communication
Financial Year
Group
Subsidiary
Holding Company
Related Party
Material Interest
Conflict of Interest
Business Day
Register
Shareholders
Voting Rights
Simple Majority
Electronic Signature
Recording Secretary
Committee
Board
Company
Directors
Chairperson
Company Secretary
Meeting
MOI
Resolution
Quorum
Special Resolution
Ordinary Resolution
Written Resolution
Round Robin Resolution
Electronic Communication
Financial Year
Group
Subsidiary
Holding Company
Related Party
Material Interest
Conflict of Interest
Business Day
Register
Shareholders
Voting Rights
Simple Majority
Electronic Signature
Recording Secretary
Committee
Clauses
Meeting Constitution
Quorum Confirmation
Notice Compliance
Interest Declarations
Previous Minutes Approval
Resolution Statement
Voting Process
Decision Outcome
Implementation Authority
Director Responsibilities
Financial Approvals
Regulatory Compliance
Corporate Actions
Share Transactions
Officer Appointments
Contractual Authorization
Banking Matters
Property Transactions
Delegation of Authority
Certification
Document Execution
Effective Date
Record Keeping
Signature Requirements
Quorum Confirmation
Notice Compliance
Interest Declarations
Previous Minutes Approval
Resolution Statement
Voting Process
Decision Outcome
Implementation Authority
Director Responsibilities
Financial Approvals
Regulatory Compliance
Corporate Actions
Share Transactions
Officer Appointments
Contractual Authorization
Banking Matters
Property Transactions
Delegation of Authority
Certification
Document Execution
Effective Date
Record Keeping
Signature Requirements
Relevant Industries
Financial Services
Mining and Resources
Manufacturing
Retail
Technology
Healthcare
Professional Services
Real Estate
Energy
Telecommunications
Agriculture
Education
Construction
Transportation and Logistics
Non-Profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Executive Management
Risk Management
Internal Audit
Corporate Affairs
Regulatory Affairs
Board Support
Relevant Roles
Chief Executive Officer
Company Secretary
Board Chairman
Non-Executive Director
Executive Director
Chief Financial Officer
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
Risk Manager
Board Committee Chairperson
Managing Director
Corporate Secretary
Legal Counsel
Governance Specialist
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