The Board Resolution Appointing Committee Members is a crucial corporate governance document used in South African companies to formalize the appointment of individuals to board committees. This document is required whenever new committee members need to be appointed, whether for standing committees like audit and risk committees, or for special-purpose committees. It must comply with the Companies Act 71 of 2008, the company's Memorandum of Incorporation, and follow King IV Code governance principles. The resolution typically includes details about the appointees' qualifications, independence status, and term of appointment, while also outlining the committee's mandate and reporting structures. It serves as an important record for regulatory compliance and corporate governance purposes, particularly for regulated industries where committee compositions are scrutinized by regulatory authorities.
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1. Header: Company details, registration number, and declaration that this is a resolution of the board of directors
2. Date and Venue: Date, time, and location of the board meeting where the resolution was passed
3. Attendance: List of directors present and confirmation of quorum
4. Background: Context for the resolution, including reference to relevant company documents and legislation
5. Resolution Details: Formal statement of the board's decision to appoint specific individuals to the committee
6. Committee Purpose: Brief description of the committee's role and responsibilities
7. Appointment Details: Names and details of appointees, their roles (chair/member), and term of appointment
8. Authority: Specification of the committee's delegated authority and reporting requirements
9. Certification: Confirmation that the resolution was duly passed and signature section
1. Committee Establishment: Required only when creating a new committee rather than just appointing members
2. Regulatory Compliance Statement: Required for regulated committees like audit or social and ethics committees
3. Remuneration: Include when committee members will receive specific compensation for their role
4. Previous Appointments Termination: Required when replacing existing committee members
5. Meeting Schedule: Optional section specifying predetermined meeting dates or frequency
6. Indemnification: Optional protection clauses for committee members
1. Schedule A - Committee Member Details: Detailed information about each appointee including qualifications, experience, and independence status
2. Schedule B - Terms of Reference: Detailed committee charter or terms of reference
3. Schedule C - Declaration of Interests: Declarations of independence and conflicts of interest from appointed members
4. Appendix 1 - Relevant Company Policies: Copies of relevant company policies governing committee operations
5. Appendix 2 - Regulatory Requirements: Specific regulatory requirements applicable to the committee
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Telecommunications
Energy
Real Estate
Professional Services
Education
Non-Profit Organizations
Agriculture
Construction
Transportation
Relevant Teams
Legal
Corporate Secretariat
Compliance
Risk Management
Internal Audit
Corporate Governance
Board Support
Regulatory Affairs
Corporate Affairs
Executive Office
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Governance Officer
Legal Counsel
Board Director
Non-Executive Director
Committee Chairman
Committee Member
Compliance Officer
Risk Officer
Chief Financial Officer
Head of Internal Audit
Corporate Affairs Manager
Regulatory Affairs Manager
Board Liaison Officer
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