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Board Resolution For Appointment Of New Director

Board Resolution For Appointment Of New Director Template for Australia

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Key Requirements PROMPT example:

Board Resolution For Appointment Of New Director

"I need a Board Resolution for Appointment of New Director for our ASX-listed technology company, appointing Sarah Chen as a non-executive director effective March 15, 2025, including her appointment to the Audit and Risk Committee."

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Document background
A Board Resolution For Appointment Of New Director is a crucial corporate governance document used when a company needs to formally appoint a new director to its board. Under Australian law, particularly the Corporations Act 2001 (Cth), such appointments must be properly documented and filed with relevant authorities. The resolution must be passed at a valid board meeting or by circular resolution where allowed by the company's constitution. The document includes critical information such as the appointee's details, consent to act, and any specific terms of appointment. It forms part of the company's permanent records and is essential for ASIC compliance, with specific additional requirements for ASX-listed companies. This document type is fundamental to maintaining proper corporate governance and ensuring transparent leadership transitions.
Suggested Sections

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

2. Company Details: Full legal name and ACN of the company

3. Meeting Details: Time, place, and type of meeting (physical/virtual/hybrid)

4. Attendance: List of directors present, apologies, and confirmation of quorum

5. Chairperson: Identification of meeting chairperson

6. Notice and Quorum: Confirmation that proper notice was given and quorum requirements met

7. Declaration of Interests: Record of any conflicts of interest declared

8. Resolution: Formal resolution for the appointment of the new director

9. Director's Consent: Confirmation of the appointee's written consent to act as director

10. Director's Details: New director's full name, address, and date of birth

11. Effective Date: Date from which the appointment takes effect

12. Closing: Signature block for chairperson and/or company secretary

Optional Sections

1. Additional Appointments: Used when the new director is also being appointed to board committees

2. Special Conditions: Any special conditions or requirements attached to the appointment

3. ASIC Notifications: Reference to required regulatory notifications when appointment requires specific disclosures

4. Share Qualification: Include if the company constitution requires directors to hold shares

5. Remuneration: Include if director's remuneration is being set as part of the appointment

6. Delegated Authority: Used when specific powers are being delegated to the new director

Suggested Schedules

1. Director's Consent to Act: Signed consent form from the new director

2. Director's Profile: Detailed CV or profile of the new director

3. Statutory Declaration: Declaration confirming eligibility to act as director

4. Board Committee Appointments: Details of any committee roles assigned to the new director

5. Specimen Signature: New director's signature for company records

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Mining

Technology

Healthcare

Retail

Manufacturing

Professional Services

Energy

Agriculture

Transportation

Education

Real Estate

Construction

Telecommunications

Non-Profit

Government Owned Corporations

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Corporate Affairs

Risk Management

Executive Office

Regulatory Affairs

Relevant Roles

Company Secretary

Corporate Governance Manager

Legal Counsel

Chief Legal Officer

Compliance Officer

Board Chairman

Director

Managing Director

CEO

Corporate Affairs Manager

Risk Manager

General Counsel

Company Director

Non-Executive Director

Executive Director

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations in Australia, including director appointments, qualifications, and duties (particularly sections 201A-201M regarding appointment of directors)
ASX Listing Rules (Chapter 14): For listed companies, these rules set out additional requirements for director appointments and necessary disclosures to the market
ASIC Regulatory Guide 217: Guidance on director duty of due diligence and reasonable steps that should be considered in corporate governance
Company Constitution: While not legislation, the company's constitution must be consulted as it contains specific requirements for director appointments and board procedures
Foreign Investment Review Board (FIRB) Requirements: Relevant if the appointed director is a foreign person, as this may require FIRB notification or approval
Director Identification Number Requirements: New requirement under the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 requiring all directors to have a unique identifier
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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