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Banking Resolution

Banking Resolution Template for Netherlands

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Key Requirements PROMPT example:

Banking Resolution

"I need a Banking Resolution for our Dutch subsidiary bank to authorize the appointment of two new members to our Management Board and grant them specific signing authorities, to be effective from March 1, 2025."

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Document background
A Banking Resolution is a crucial corporate governance document used by financial institutions in the Netherlands to formally record and implement important decisions made by their governing bodies. The document is essential when banks need to make significant operational, strategic, or regulatory-driven decisions that require formal board or shareholder approval. It must comply with the Dutch Financial Supervision Act (Wft), the Dutch Civil Code, and relevant EU banking regulations. The resolution typically includes detailed information about the decision-making process, risk assessments, regulatory compliance considerations, and implementation requirements. It serves as both a legal record and an operational tool, particularly important for decisions requiring regulatory notification or approval from authorities such as the Dutch Central Bank (DNB) or the European Central Bank (ECB).
Suggested Sections

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

2. Corporate Details: Full legal name of the bank, registration number, registered address

3. Present Parties: List of board members/shareholders present, confirmation of quorum

4. Background: Context and reasons for the resolution, including relevant regulatory requirements

5. Authority Statement: Statement confirming authority to make decisions under articles of association and applicable law

6. Definitions: Key terms used in the resolution

7. Resolutions: Clear numbered list of specific decisions being made

8. Implementation Authority: Authorization for specific individuals to implement the resolutions

9. Certification: Formal certification of the resolution by authorized signatories

Optional Sections

1. Regulatory Notifications: Section detailing required notifications to DNB or ECB - include when resolution requires regulatory reporting

2. Risk Assessment: Analysis of risks associated with the resolution - include for major operational or strategic decisions

3. Voting Results: Detailed breakdown of votes - include when not unanimous or when required by articles

4. Dissenting Opinions: Record of any dissenting views - include when there are opposing views to be documented

5. Conditions Precedent: Any conditions that must be met before implementation - include for complex or conditional decisions

Suggested Schedules

1. Meeting Minutes: Full minutes of the meeting where resolution was passed

2. Supporting Documentation: Key documents referenced in the resolution (e.g., financial statements, risk analyses)

3. Legal Opinions: Any legal opinions obtained in support of the resolution

4. Regulatory Approvals: Copies of relevant regulatory approvals or correspondence

5. Power of Attorney: If specific powers are delegated, formal power of attorney documentation

6. Corporate Authority Evidence: Extract from articles of association, chamber of commerce registration showing authority

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

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alex.den.21@genieai.co
Relevant legal definitions
Articles of Association
Banking License
Board
Board Meeting
Competent Authority
DNB
ECB
Financial Supervision Act
General Meeting
Governing Body
Implementation Date
Management Board
Managing Directors
Regulatory Requirements
Resolution Date
Resolution Matter
Shareholders
Supervisory Board
Supervisory Directors
The Bank
Voting Rights
Wft
Working Day
Applicable Law
Authorized Signatories
Corporate Secretary
Effective Date
Executive Committee
Regulatory Approval
Resolution Powers
Risk Assessment
Signing Authority
Relevant Industries

Banking

Financial Services

Investment Management

Insurance

Fintech

Payment Services

Corporate Services

Professional Services

Regulatory Compliance

Legal Services

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Regulatory Affairs

Corporate Secretariat

Board Office

Finance

Operations

Internal Audit

Relevant Roles

Chief Executive Officer

Board Member

Corporate Secretary

General Counsel

Head of Legal

Compliance Officer

Risk Manager

Chief Financial Officer

Banking Operations Director

Regulatory Affairs Manager

Corporate Governance Specialist

Board Relations Manager

Company Secretary

Legal Counsel

Chief Risk Officer

Industries
Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft): The primary legislation governing financial institutions in the Netherlands, including banking licenses, prudential supervision, and conduct of business rules
EU Bank Recovery and Resolution Directive (BRRD): European framework for recovery and resolution of banks, including requirements for resolution planning and crisis management
Dutch Civil Code (Burgerlijk Wetboek): Contains provisions on corporate governance, legal entities, and formal requirements for corporate resolutions
Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft): Legislation implementing EU anti-money laundering directives and establishing KYC requirements
Single Resolution Mechanism Regulation (EU): EU regulation establishing uniform rules for resolution of banks within the Banking Union
Dutch Banking Act (Bankwet): Specific legislation governing the operations and supervision of banks in the Netherlands
Capital Requirements Regulation (CRR) and Directive (CRD IV): EU framework setting out prudential requirements and supervision rules for banks
Dutch Corporate Governance Code: Guidelines for governance, transparency and accountability in listed companies, including banks
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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