A Board Resolution For Increase In Salary Of Director is a crucial corporate governance document used in South African companies when approving changes to director remuneration. This document is required under the Companies Act 71 of 2008 and should align with King IV Code guidelines on executive compensation. It's typically prepared when a director's performance review is due, when market adjustments are necessary, or when there's a significant change in responsibilities. The resolution must include specific details about the increase, its justification, effective date, and any conditions attached. For listed companies or when the increase exceeds certain thresholds, additional shareholder approval may be required. The document serves as an official record of the board's decision and demonstrates compliance with corporate governance requirements.
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1. Company Details: Legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent with or without apologies
4. Background: Context for the salary increase, including current position, performance, market conditions, and company performance
5. Current Remuneration: Statement of the director's current salary and benefits package
6. Resolution: Formal resolution stating the approved salary increase, effective date, and any conditions
7. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
8. Signatures: Space for required signatures of the chairperson and/or company secretary
1. Performance Criteria: Used when the salary increase is tied to specific performance metrics or KPIs
2. Additional Benefits: Include when changes to benefits package accompany the salary increase
3. Shareholder Approval: Required if the company's MOI or threshold limits require shareholder approval
4. Comparative Market Analysis: Include when salary increase is based on market benchmarking
5. Budget Impact: Financial impact assessment of the salary increase on company finances
1. Schedule A - Current Remuneration Package: Detailed breakdown of current salary, benefits, and allowances
2. Schedule B - New Remuneration Package: Detailed breakdown of new salary, benefits, and allowances
3. Appendix 1 - Performance Review: If applicable, summary of director's performance review
4. Appendix 2 - Market Benchmarking: If applicable, market comparison data supporting the salary increase
Relevant legal definitions
Company
Board
Director
Base Salary
Total Remuneration
Effective Date
Companies Act
King IV Code
Remuneration Committee
Annual Cost to Company
Benefits Package
Performance Bonus
Long-term Incentives
Short-term Incentives
Resolution
Shareholders
MOI
Financial Year
Variable Pay Components
Fixed Pay Components
Board
Director
Base Salary
Total Remuneration
Effective Date
Companies Act
King IV Code
Remuneration Committee
Annual Cost to Company
Benefits Package
Performance Bonus
Long-term Incentives
Short-term Incentives
Resolution
Shareholders
MOI
Financial Year
Variable Pay Components
Fixed Pay Components
Clauses
Recitals
Authority
Quorum Confirmation
Current Remuneration
Salary Increase
Performance Assessment
Effective Date
Implementation
Market Benchmarking
Financial Impact
Shareholder Approval Requirements
Regulatory Compliance
Benefits and Allowances
Payment Terms
Review Period
Certification
Recording of Resolution
Authority
Quorum Confirmation
Current Remuneration
Salary Increase
Performance Assessment
Effective Date
Implementation
Market Benchmarking
Financial Impact
Shareholder Approval Requirements
Regulatory Compliance
Benefits and Allowances
Payment Terms
Review Period
Certification
Recording of Resolution
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Professional Services
Energy
Telecommunications
Real Estate
Agriculture
Construction
Education
Transportation
Hospitality
Relevant Teams
Board
Executive Management
Human Resources
Legal
Corporate Governance
Company Secretariat
Compliance
Finance
Remuneration Committee
Relevant Roles
CEO
Managing Director
Executive Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Head of Human Resources
Corporate Governance Officer
Legal Counsel
Board Chairman
Remuneration Committee Chair
Compliance Officer
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