Board Resolution For Appointment Of Compliance Officer for South Africa

Board Resolution For Appointment Of Compliance Officer Template for South Africa

A formal board resolution document governed by South African law, specifically aligned with the Companies Act 71 of 2008 and relevant regulatory frameworks, that officially records the board's decision to appoint a Compliance Officer. The document outlines the appointee's duties, responsibilities, reporting structure, and authority within the organization, ensuring alignment with corporate governance requirements and regulatory obligations. It serves as official evidence of the appointment and defines the compliance function's scope within the organization's governance framework.

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What is a Board Resolution For Appointment Of Compliance Officer?

The Board Resolution For Appointment Of Compliance Officer is a crucial corporate governance document used when a company needs to formally appoint a Compliance Officer in accordance with South African regulatory requirements. This document becomes necessary either when establishing a new compliance function, replacing an existing Compliance Officer, or formalizing an acting appointment. The resolution must comply with the Companies Act 71 of 2008, relevant industry-specific regulations, and where applicable, requirements set out by bodies such as the Financial Sector Conduct Authority (FSCA). It typically includes details of the appointment, scope of authority, reporting lines, and key responsibilities, serving as an official record of the board's decision and the compliance function's mandate within the organization.

What sections should be included in a Board Resolution For Appointment Of Compliance Officer?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

3. Background: Context for the appointment, including regulatory requirements and company needs

4. Resolutions: Formal appointment decision and key terms, including appointee's name and effective date

5. Duties and Responsibilities: Core responsibilities and authority of the Compliance Officer

6. Reporting Structure: Direct reporting lines and accountability framework

7. Access to Information: Authority to access necessary company information and resources

8. Certification: Signatures of the chairperson and/or company secretary confirming the resolution

What sections are optional to include in a Board Resolution For Appointment Of Compliance Officer?

1. Remuneration: Details of compensation package, used when the board is also approving remuneration terms

2. Committee Memberships: Specification of any committee roles, if the Compliance Officer will serve on board committees

3. Industry-Specific Requirements: Additional responsibilities based on specific industry regulations (e.g., financial services, insurance)

4. Delegation Authority: Powers to delegate certain functions to other staff members, if applicable

5. Term of Appointment: If the appointment is for a fixed term rather than permanent

6. External Reporting Obligations: Specific regulatory reporting requirements, particularly relevant for listed companies

What schedules should be included in a Board Resolution For Appointment Of Compliance Officer?

1. Schedule A - Detailed Compliance Officer Duties: Comprehensive list of specific duties and responsibilities

2. Schedule B - Relevant Company Policies: List of key policies the Compliance Officer will oversee

3. Schedule C - Regulatory Framework: Summary of applicable laws and regulations

4. Appendix 1 - Appointee's Qualifications: Documentation of the appointed person's qualifications and experience

5. Appendix 2 - Compliance Structure: Organizational chart showing compliance function structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Banking

Insurance

Mining

Healthcare

Telecommunications

Real Estate

Manufacturing

Retail

Energy

Technology

Professional Services

Gaming and Gambling

Transportation and Logistics

Education

Relevant Teams

Legal

Compliance

Risk Management

Corporate Governance

Internal Audit

Executive Leadership

Board Secretariat

Regulatory Affairs

Relevant Roles

Chief Compliance Officer

Compliance Officer

Legal Director

Company Secretary

Chief Executive Officer

Board Director

Chief Risk Officer

Head of Governance

Corporate Governance Manager

Regulatory Affairs Manager

General Counsel

Chief Legal Officer

Risk and Compliance Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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