A Board Resolution For Appointment Of Employee is a crucial corporate governance document required under Philippine law when formally appointing employees to significant positions within a company. This document is typically used for senior appointments, key personnel positions, or when corporate governance rules require board approval for certain employment decisions. The resolution must comply with the Revised Corporation Code of the Philippines and should align with the company's by-laws and internal policies. It serves multiple purposes: documenting the board's decision, authorizing the appointment, establishing the position's parameters, and providing a legal basis for subsequent employment documentation. The resolution becomes part of the company's official records and may be required for regulatory filings, bank transactions, or other corporate purposes.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Standard recital of the company's details and the board's authority to make appointments
4. Background: Context for the appointment, including the position vacancy or creation of new role
5. Resolution Statement: Formal declaration of the board's decision to appoint the employee
6. Appointee Details: Full name and details of the person being appointed
7. Position and Role: Specific designation, role, and responsibilities of the position
8. Terms of Employment: Basic employment terms including start date, reporting relationship, and compensation package
9. Authorization: Authority granted to specific officers to execute employment documents
10. Certification: Formal certification of the resolution by the Corporate Secretary
1. Special Powers and Authorities: For senior positions requiring specific powers to act on behalf of the company
2. Compliance Requirements: Any specific regulatory compliance requirements for the position
3. Stock Options/Benefits: If the appointment includes share options or special benefits
4. Regulatory Disclosures: For appointments requiring disclosure to regulatory bodies (e.g., SEC for listed companies)
5. Transitional Provisions: When the appointment involves a handover period or specific transition arrangements
1. Employment Contract: Detailed employment agreement to be executed with the appointee
2. Job Description: Detailed outline of the role, responsibilities, and performance expectations
3. Compensation Package: Detailed breakdown of salary, benefits, and other compensation components
4. Corporate Policies: Relevant company policies applicable to the position
5. Required Disclosures: Forms and declarations required from the appointee
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Technology
Manufacturing
Retail
Healthcare
Education
Real Estate
Mining
Energy
Telecommunications
Professional Services
Construction
Transportation and Logistics
Agriculture
Media and Entertainment
Relevant Teams
Human Resources
Legal
Corporate Secretariat
Board Services
Compliance
Corporate Governance
Executive Office
Administration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Department Head
Regional Director
General Manager
Corporate Secretary
Compliance Officer
Internal Auditor
Senior Manager
Division Head
Branch Manager
Project Director
Executive Vice President
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