Board Resolution For AGM Template for Singapore

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Board Resolution For AGM

"Need a Board Resolution for AGM for our Singapore-based technology startup to approve our annual financial statements and re-elect two directors, with provisions for virtual attendance as most of our board members are based internationally."

Document background
A Board Resolution for AGM is a crucial corporate governance document required under Singapore's Companies Act. It is used to formally document decisions made during the Annual General Meeting, including approval of financial statements, director appointments/re-elections, dividend declarations, and auditor appointments. The resolution must comply with Singapore's regulatory framework, including the Companies Act, Code of Corporate Governance, and the company's constitution. This document is essential for maintaining corporate records and demonstrating compliance with statutory requirements.
Suggested Sections

1. Title and Date: Specifies the company name and date of resolution

2. Preamble: States the authority under which the meeting is held and references to relevant Companies Act provisions

3. Attendance and Quorum: Records directors present and confirms quorum requirements are met

4. Notice of Meeting: Confirms proper notice was given as per Companies Act requirements

5. Core Resolutions: Standard AGM matters including financial statements approval, dividend declaration, director re-election, auditor appointment

6. Closure: Formal closing of the meeting with time and signature blocks

Optional Sections

1. Special Business: Additional resolutions for non-routine matters requiring shareholder approval

2. Electronic Meeting Provisions: Details of virtual meeting arrangements and compliance with COVID-19 temporary measures

Suggested Schedules

1. Attendance Register: Detailed list of all attendees with signatures

2. Notice of AGM: Copy of the notice sent to shareholders

3. Proxy Forms: Collected proxy forms from shareholders

4. Financial Statements: Annual financial statements and directors' reports presented at the AGM

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

Industries

Companies Act (Chapter 50): Primary legislation governing company operations in Singapore. Key sections include Section 175 (AGM requirements), Section 179 (quorum requirements), Section 184 (voting procedures), and Section 201 (financial statements and directors' reports requirements).

Company's Constitution: Company's foundational document (formerly Articles of Association) that outlines specific requirements for meeting procedures, notice periods, and voting rights that must be adhered to during AGMs.

SGX Listing Rules: For listed companies: Regulations covering corporate governance requirements, disclosure obligations, and timing requirements for AGMs as mandated by the Singapore Stock Exchange.

Code of Corporate Governance 2018: Guidelines covering board responsibilities, shareholder rights and engagement, and corporate governance practices that should be followed during board meetings and AGMs.

Singapore Institute of Directors' Guidelines: Professional guidelines providing best practices for board meetings and corporate governance recommendations for Singapore companies.

COVID-19 (Temporary Measures) Act 2020: Legislation providing alternative arrangements for meetings, including provisions for electronic meetings and other temporary measures during the pandemic period.

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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