Board Resolution For Appointment Of Nominee Director Template for Singapore

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Key Requirements PROMPT example:

Board Resolution For Appointment Of Nominee Director

"Need a Board Resolution For Appointment Of Nominee Director to appoint Ms. Sarah Chen as nominee director representing Asia Capital Partners, effective March 1, 2025, with specific powers to oversee our Southeast Asian operations and joint ventures."

Document background
A Board Resolution For Appointment Of Nominee Director is a crucial corporate governance document used when a company needs to formally appoint a director who represents specific stakeholder interests. In Singapore, this document must comply with the Companies Act and other relevant regulations. It typically follows a board meeting where the appointment is approved and includes the nominee's details, appointment terms, and any special conditions. The resolution serves as official evidence of the appointment and is required for updating ACRA records and other regulatory filings.
Suggested Sections

1. Title and Date: Company name, registration number, and date of resolution

2. Attendance Record: List of directors present at the meeting

3. Quorum Statement: Confirmation that quorum requirements were met

4. Background: Context for the appointment of the nominee director

5. Resolution: Formal appointment statement including director's details

6. Effective Date: When the appointment takes effect

7. Authentication: Chairman's signature and company seal if required

Optional Sections

1. Additional Powers: Specific powers granted to the nominee director, used when role requires special authorities

2. Remuneration: Details of director's compensation, used when terms need board approval

3. Nominee Agreement Reference: Reference to separate nominee agreement, used when applicable

Suggested Schedules

1. Director's Consent to Act: Signed acceptance of appointment by the nominee director

2. Director's Declaration: Declaration of interests and eligibility

3. Nominee Agreement: If separate agreement exists between nominee and appointing party

4. ACRA Forms: Required statutory forms for filing with ACRA

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 (Cap. 50): Primary legislation governing company operations in Singapore. Key sections include 145 (Directors' qualifications), 149 (Requirements for director appointments), 171 (Directors' powers and duties), and 153 (Age limit for directors)

Securities and Futures Act (Cap. 289): Relevant for companies involved in securities trading or listed companies, governing securities regulation and trading requirements

Corporate Governance Code: Guidelines covering board composition, independence requirements for directors, and nomination process requirements for Singapore companies

Company's Constitution: Company's governing document (formerly Articles of Association) containing specific requirements for director appointments, voting procedures, and quorum requirements

MAS Guidelines: Monetary Authority of Singapore guidelines including fit and proper criteria for directors and additional requirements for financial institutions

SGX Listing Rules: Singapore Exchange requirements for listed companies regarding director appointments and disclosure obligations

Income Tax Act: Legislation governing director's tax obligations and reporting requirements in Singapore

ACRA Filing Requirements: Regulatory requirements for filing director appointments and changes with the Accounting and Corporate Regulatory Authority of Singapore

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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