A Board Resolution Appointing Committee Members is a crucial corporate governance document used when a company's board of directors needs to formally establish or modify the membership of its board committees. This document is particularly important in the Hong Kong context, where corporate governance requirements are governed by the Companies Ordinance (Cap. 622) and, for listed companies, the Stock Exchange's Corporate Governance Code. The resolution should be used whenever new committee members are appointed, existing members are replaced, or committee structures are modified. It typically includes details of the appointment, committee mandates, member qualifications, and terms of reference. For Hong Kong companies, this document forms part of the official corporate records and may need to be filed with relevant regulatory bodies, particularly for listed companies.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration details of the company
3. Meeting Details: Confirmation of proper notice, quorum, and meeting validity
4. Preamble: Background information establishing the board's authority and reason for the resolution
5. Resolution Declaration: Formal 'BE IT RESOLVED' statement
6. Committee Appointments: Specific details of committee appointments including names, roles, and terms
7. Effective Date: When the appointments take effect
8. Authorization: Authority granted to officers to execute necessary documents
9. Certification: Secretary's or Chairman's certification of the resolution
1. Committee Establishment: Required only when establishing new committees rather than just appointing members
2. Previous Resolution Reference: Include when revoking or superseding previous appointments
3. Regulatory Compliance Statement: Required for listed companies or when specific regulatory requirements must be addressed
4. Voting Results: Include if required by company articles or for transparency
5. Directors' Interests: Declaration of any interests when required by law or best practice
1. Schedule 1 - Committee Terms of Reference: Detailed description of committee purpose, scope, and operating procedures
2. Schedule 2 - Committee Member Details: Biographical information and qualifications of appointed members
3. Schedule 3 - Meeting Attendance Record: Record of directors present at the meeting when resolution was passed
4. Appendix A - Relevant Company Policy References: References to internal policies affecting committee operations
5. Appendix B - Regulatory Requirements: Applicable regulatory requirements for committee composition and operations
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Technology
Manufacturing
Retail
Healthcare
Energy
Telecommunications
Professional Services
Transportation
Education
Mining
Construction
Hospitality
Relevant Teams
Legal
Corporate Secretariat
Corporate Governance
Compliance
Board Support
Executive Office
Risk Management
Internal Audit
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Secretary
Board Chairman
Independent Director
Executive Director
Non-Executive Director
Chief Financial Officer
General Counsel
Corporate Governance Officer
Compliance Officer
Legal Director
Risk Management Officer
Internal Audit Director
Board Committee Chairman
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