An Appointment Resolution is a crucial corporate document used in Hong Kong when formally appointing individuals to various positions within a company's structure. The resolution is required under Hong Kong company law to document and validate appointments of directors, officers, or other key personnel. The document must align with the Companies Ordinance (Cap. 622) and the company's articles of association. An Appointment Resolution typically includes details such as the appointee's information, position, terms of appointment, and effective date. It may be passed as a board resolution or shareholders' resolution, depending on the company's articles and the nature of the appointment. For listed companies, additional requirements from the Securities and Futures Ordinance and Stock Exchange Listing Rules must be incorporated. The resolution serves as official evidence of the appointment and forms part of the company's statutory records.
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1. Company Information: Full legal name of the company, registration number, and registered office address
2. Date and Time: Date and time of the resolution or meeting
3. Type of Meeting/Resolution: Whether it's a board resolution, shareholders' resolution, written resolution, or resolution passed at a general meeting
4. Attendance and Quorum: List of directors present/participating (for board resolutions) or confirmation of shareholder participation/voting (for shareholder resolutions)
5. Recitals: Background information explaining the context and reason for the appointment
6. Resolution Details: The formal resolution text appointing the individual to their position
7. Appointment Terms: Specific details of the appointment including position, commencement date, and key terms
8. Authorization: Authorization for executing any necessary documents or filings related to the appointment
9. Certification: Certification of the resolution's passing and signature section
1. Resignation Acceptance: If the appointment is replacing a resigning officer, acceptance of the resignation
2. Regulatory Compliance: For listed companies or regulated entities, confirmation of compliance with relevant regulatory requirements
3. Additional Powers: Any specific powers or authorities granted along with the appointment
4. Compensation Terms: If the resolution includes approval of compensation terms
5. Committee Appointments: If the appointee is also being appointed to any board committees
6. Voting Results: Detailed voting results when required by law or company constitution
1. Appendix A - Position Description: Detailed description of the role and responsibilities
2. Appendix B - Terms of Appointment: Detailed terms and conditions of the appointment
3. Schedule 1 - Required Regulatory Filings: List of necessary filings with the Companies Registry and other authorities
4. Schedule 2 - Company Information Update: Updates required for company registers and documents
5. Schedule 3 - Appointment Forms: Relevant statutory forms required for the appointment
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Education
Transportation
Energy
Telecommunications
Mining
Entertainment
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Human Resources
Board of Directors
Executive Committee
Audit Committee
Nomination Committee
Remuneration Committee
Risk Management
Corporate Governance
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Executive Director
Non-Executive Director
Independent Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Board Chairman
Committee Chairman
Managing Director
Regional Director
Department Head
Financial Controller
Compliance Officer
Risk Officer
Corporate Secretary
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