A Board Resolution For Employment Agreement is a crucial corporate governance document required under Philippine law when a company, through its board of directors, approves the hiring of key personnel, particularly senior executives or officers. This document is essential for demonstrating compliance with the Revised Corporation Code of the Philippines and establishing proper corporate authorization for employment arrangements. It is typically used when hiring C-level executives, senior managers, or any position requiring board-level approval as per the company's by-laws or corporate governance policies. The resolution includes details about the board meeting, voting results, approved employment terms, and authorization for document execution. It serves as official evidence of the board's decision and protects both the company and the incoming employee by ensuring proper corporate authorization of the employment arrangement.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Preamble: States the company name, meeting location, date, time, and confirmation of proper notice
3. Attendance and Quorum: Lists present and absent board members, confirming quorum requirements are met
4. Background: Explains the context and necessity for hiring the employee and the board's authority to approve the employment agreement
5. Recitals: Details the key facts and circumstances leading to the employment decision
6. Resolution Statement: The formal 'RESOLVED' statement approving the employment agreement and its key terms
7. Authorization: Empowers specific officers to execute the employment agreement and related documents
8. Certification: Secretary's certification that the resolution was duly adopted at a properly convened meeting
1. Additional Terms and Conditions: Used when specific employment terms need board-level documentation or approval
2. Stock Options or Benefits: Required when the employment agreement includes equity compensation or special benefits
3. Regulatory Compliance: Added when the position requires specific regulatory approvals or disclosures
4. Related Party Disclosure: Needed if the employee has any relationship with board members or existing executives
5. Dissenting Opinions: Included when there are board members who voted against the resolution
1. Employment Agreement: Full copy of the employment agreement being approved
2. Job Description: Detailed description of the position and responsibilities
3. Compensation Package: Breakdown of salary, benefits, and other forms of compensation
4. Corporate Signing Authority Matrix: Documentation of authorized signatories and approval levels
5. Board Meeting Minutes: Extract of the relevant portion of the board meeting minutes
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Telecommunications
Energy
Professional Services
Education
Transportation and Logistics
Construction
Mining
Agriculture
Media and Entertainment
Relevant Teams
Legal
Human Resources
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Corporate Governance
Administration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Executive Director
Managing Director
Country Manager
Regional Director
Vice President
General Manager
Department Head
Corporate Secretary
Legal Counsel
Senior Manager
Division Head
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