A Board Meeting Resolution is a crucial corporate governance document used to formally record and validate decisions made during board meetings in the United Arab Emirates. This document is essential for maintaining corporate records and demonstrating compliance with UAE Federal Law No. 32 of 2021 and other applicable regulations. It serves multiple purposes, including documenting strategic decisions, approving financial statements, authorizing corporate actions, and establishing accountability for board decisions. The resolution must include specific elements required by UAE law, such as proper notice confirmation, quorum verification, and voting records. It's particularly important for regulatory compliance, audit purposes, and potential legal proceedings, as it serves as official evidence of board decisions and corporate governance practices.
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1. Header Information: Company name, registration number, meeting date, time, and location/meeting format (physical/virtual)
2. Attendance Record: List of board members present, absent, and other attendees (if any). Confirmation of quorum requirements being met
3. Notice Confirmation: Confirmation that proper notice was given to all board members as per Articles of Association
4. Chair Appointment: Recording of the meeting chairman's appointment and authority to conduct the meeting
5. Agenda Items: List of items to be discussed and decided upon at the meeting
6. Deliberations and Decisions: Record of key discussions and resolutions passed, with voting results if applicable
7. Closure: Time of meeting conclusion and next meeting date if determined
8. Signatures: Signature block for Chairman and Company Secretary (if applicable)
1. Conflicts of Interest: Required when any director has declared conflicts regarding matters discussed
2. Previous Minutes: Include when previous meeting minutes need to be approved
3. Technical Details: Required for virtual meetings to confirm the technology used and that all participants could hear/be heard
4. Recommendations: Include when committees have made recommendations to the board
5. Dissenting Opinions: Required when any board member registers their disagreement with a resolution
1. Attendance Register: Detailed list of attendees with their signatures (for physical meetings) or confirmation of attendance (for virtual meetings)
2. Supporting Documents: Any materials presented or referenced during the meeting that are crucial to understanding the resolutions
3. Power of Attorney: If any board member is represented by proxy, attach the relevant authorization documents
4. Committee Reports: Any committee reports presented during the meeting that influenced board decisions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Real Estate
Technology
Healthcare
Manufacturing
Retail
Energy
Transportation
Telecommunications
Professional Services
Education
Construction
Hospitality
Mining
Agriculture
Relevant Teams
Legal
Corporate Governance
Compliance
Board Secretariat
Corporate Affairs
Executive Office
Risk Management
Internal Audit
Corporate Communications
Regulatory Affairs
Relevant Roles
Board Chairman
Chief Executive Officer
Company Secretary
Board Director
Managing Director
Corporate Governance Officer
Legal Counsel
Compliance Officer
Chief Financial Officer
Executive Director
Non-Executive Director
Independent Director
Corporate Secretary
General Counsel
Risk Management Officer
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