A Board Resolution For Appointment Of Director In Private Company is a crucial corporate governance document used in South African private companies when appointing new directors to the board. This document must comply with the Companies Act 71 of 2008 and should align with the company's Memorandum of Incorporation (MOI). It is typically prepared following a board meeting where the appointment decision was made and includes critical information such as the appointment date, director's details, confirmation of eligibility, and any specific terms of appointment. The resolution serves multiple purposes: it provides evidence of proper corporate governance, meets regulatory requirements, and creates a formal record of the appointment that can be filed with the Companies and Intellectual Property Commission (CIPC) and other relevant authorities.
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1. Meeting Details: Date, time, place of the board meeting, confirmation of quorum, and attendance details
2. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met as per the company's MOI
3. Chairperson: Recording of who chaired the meeting
4. Background: Brief context explaining the need for the appointment and any relevant vacancy details
5. Consideration: Statement that the board has considered the candidate's qualifications, experience, and eligibility
6. Resolution: The formal resolution appointing the director, including full name, ID number, and effective date
7. Director Details: Key information about the appointed director including residential address and contact details
8. Regulatory Compliance: Confirmation of compliance with Companies Act requirements and director's eligibility
9. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
1. Additional Appointments: Used when the director is also being appointed to specific board committees
2. Special Conditions: Any special conditions or terms attached to the appointment
3. Resignation Acceptance: Include if the appointment is filling a vacancy created by a resignation
4. Share Allocations: If the director is to receive any shares as part of the appointment
5. Indemnification: Specific indemnification provisions for the new director
6. Remuneration: Details of director's remuneration package, if decided at the same meeting
1. Schedule A - Director's Consent: Written consent from the appointed director to act as director
2. Schedule B - Director's Declaration: Declaration confirming eligibility and no disqualifications under Companies Act
3. Schedule C - Director's Information Form: Detailed personal information and contact details for company records
4. Schedule D - Attendance Register: List of board members present at the meeting
5. Schedule E - Supporting Documents: Copies of director's ID, qualifications, and other relevant documentation
Relevant legal definitions
Clauses
Meeting Details
Notice and Quorum
Director Appointment
Term of Office
Powers and Duties
Regulatory Compliance
Director Qualifications
Fiduciary Duties
Remuneration
Indemnification
Board Committee Appointments
Disclosure of Interests
Resignation and Removal
Documentation Requirements
Execution Authority
Effective Date
Certification
Notice and Quorum
Director Appointment
Term of Office
Powers and Duties
Regulatory Compliance
Director Qualifications
Fiduciary Duties
Remuneration
Indemnification
Board Committee Appointments
Disclosure of Interests
Resignation and Removal
Documentation Requirements
Execution Authority
Effective Date
Certification
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Agriculture
Construction
Professional Services
Energy
Telecommunications
Education
Transport and Logistics
Real Estate
Tourism and Hospitality
Relevant Teams
Legal
Corporate Governance
Compliance
Corporate Secretariat
Risk Management
Executive Office
Corporate Affairs
Administrative
Board Support
Relevant Roles
CEO
Company Secretary
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Director
Managing Director
Executive Director
Non-Executive Director
Board Chairperson
Chief Legal Officer
Corporate Services Manager
Risk Officer
Legal Administrator
Governance Manager
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