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Resolution To Appoint A Director

Resolution To Appoint A Director Template for New Zealand

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Key Requirements PROMPT example:

Resolution To Appoint A Director

"I need a Resolution to Appoint a Director for my NZX-listed technology company, with specific provisions for the appointee's role on the audit committee and their start date of March 1, 2025."

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Document background
A Resolution to Appoint a Director is a fundamental corporate governance document used when a company needs to formally add a new director to its board. This document is essential for maintaining proper corporate records and ensuring compliance with New Zealand's Companies Act 1993. The resolution should be used whenever a new director is being appointed, whether through a board decision or shareholder vote. It must include specific information required by law, such as the director's personal details, consent to act, and any relevant disclosures. The document may be needed for various situations, including replacing a retiring director, expanding the board, or appointing additional directors for strategic purposes. The resolution must be properly executed and filed with the New Zealand Companies Office, making it a crucial document for maintaining corporate compliance and governance records.
Suggested Sections

1. Company Details: Full legal name of the company, company number, and registered office address

2. Date and Time: Date and time of the resolution

3. Type of Resolution: Specification of whether this is a board resolution or shareholders' resolution

4. Present: List of directors/shareholders present at the meeting or participating in the written resolution

5. Quorum: Confirmation that a quorum was present or that sufficient shareholders/directors participated

6. Resolution: The formal resolution text appointing the new director

7. Director Details: Full name, residential address, and date of birth of the appointed director

8. Certification: Certification of the resolution by the chairperson or authorized signatory

Optional Sections

1. Eligibility Confirmation: Confirmation that the appointed person meets director qualification requirements - used when additional verification is needed

2. Term of Appointment: Specific details about the term of appointment - used when the appointment is for a fixed term or subject to rotation

3. Special Conditions: Any special conditions attached to the appointment - used when the director's role has specific limitations or requirements

4. Remuneration: Details of director's remuneration - used when remuneration is being set as part of the appointment

5. Shareholder Approval: Reference to shareholder approval - used when required by constitution or for listed companies

Suggested Schedules

1. Director's Consent: Written consent from the appointed person to act as director

2. Director's Certificate: Certificate containing statutory information required under Companies Act 1993

3. Disclosure of Interests: Initial disclosure of relevant interests by the new director

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

Technology

Healthcare

Manufacturing

Retail

Professional Services

Energy

Mining

Agriculture

Transportation

Real Estate

Telecommunications

Education

Non-Profit Organizations

Construction

Relevant Teams

Legal

Corporate Governance

Compliance

Board Administration

Corporate Secretariat

Risk Management

Corporate Affairs

Executive Office

Administrative Services

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Secretary

Compliance Officer

Corporate Governance Manager

Director of Legal Affairs

Board Chairman

Managing Director

Chief Legal Officer

Corporate Affairs Manager

Risk Management Officer

Board Administrator

Governance Coordinator

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including director appointments, qualifications, disqualifications, duties, and responsibilities. Sections 151-157 specifically deal with director appointments.
Financial Markets Conduct Act 2013: Relevant for listed companies, containing additional requirements for director appointments and disclosures in publicly traded companies.
Financial Reporting Act 2013: Contains provisions regarding directors' responsibilities for financial reporting and disclosure obligations.
NZX Listing Rules: If the company is listed on the NZX, these rules contain additional requirements for director appointments and corporate governance.
NZ Corporate Governance Code: While not legislation, this code provides important guidelines for best practices in director appointments and corporate governance.
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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