A Board Resolution For Appointment Of New Director is a crucial corporate governance document required under Philippine law when adding a new member to a company's Board of Directors. This document is essential for compliance with the Revised Corporation Code of the Philippines and SEC regulations, typically needed when filling a vacancy, expanding the board, or replacing a retiring director. The resolution must include specific details about the appointment, such as the director's qualifications, term of service, and compliance with legal requirements. It serves multiple purposes: documenting the board's decision, fulfilling regulatory requirements, updating corporate records, and providing formal evidence of the appointment for banks, regulatory bodies, and other stakeholders. The document is particularly important in the Philippine context where corporate governance requirements are strictly regulated and proper documentation is essential for legal compliance.
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1. Title and Corporate Details: Full legal name of the corporation, registration number, and registered address
2. Meeting Details: Date, time, venue of the board meeting, and statement of proper notice given
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Preamble: Reference to relevant provisions of Articles of Incorporation, By-laws, and applicable laws
5. Background: Context for the appointment (e.g., vacancy due to resignation, expansion of board, etc.)
6. Resolution Statement: Formal declaration of the board's decision to appoint the new director
7. Director Details: Full name, nationality, and qualifications of the appointed director
8. Term of Appointment: Specification of the term of appointment and effective date
9. Certification: Statement certifying the resolution's validity and its approval in accordance with corporate requirements
10. Signatures: Space for Chairman/President and Corporate Secretary signatures
1. SEC Compliance Statement: Additional statements required for SEC filing, used when the company is publicly listed
2. Acceptance of Appointment: Section for the new director to formally accept the appointment, used when immediate acceptance is required
3. Special Instructions: Additional instructions regarding regulatory filings or corporate records updates, used when specific follow-up actions are needed
4. Compensation Details: Details of director's compensation package, used when this needs to be formally documented in the same resolution
5. Committee Appointments: Assignment to board committees, used when the new director is immediately appointed to specific committees
1. Director's Information Sheet: Detailed biographical data, professional background, and contact information of the new director
2. Compliance Certificates: Certificates showing compliance with qualification requirements and absence of disqualifications
3. Attendance Record: List of directors present and voting record (if not included in main text)
4. Required SEC Forms: Copies of relevant SEC forms required for the director's appointment
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Telecommunications
Mining
Transportation
Education
Agriculture
Construction
Professional Services
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Corporate Governance
Compliance
Board Administration
Executive Office
Corporate Affairs
Regulatory Affairs
Administrative Services
Corporate Communications
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Chairman
Company Director
Corporate Lawyer
Compliance Officer
Corporate Governance Officer
Legal Counsel
Board Member
Company Secretary
Managing Director
Executive Director
Independent Director
Chief Legal Officer
Corporate Affairs Manager
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