A Board Of Directors Resolution Appointing Officers is a crucial corporate governance document used when a Malaysian company needs to formally appoint new officers to key positions. This document is required under the Companies Act 2016 and must be executed whenever there are changes in principal officers, including positions such as CEO, CFO, or Company Secretary. The resolution demonstrates proper corporate authorization and compliance with legal requirements, serving as evidence of valid appointment decisions. It's particularly important for regulatory compliance, corporate record-keeping, and establishing officer authority for business operations. The document should align with the company's constitution and any relevant industry-specific regulations, especially for regulated industries or listed companies subject to Bursa Malaysia requirements.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration number of the company
3. Preamble: Statement confirming proper notice and quorum requirements were met
4. Recitals: Background information explaining the purpose of the resolution and any relevant company constitution provisions
5. Resolution Details: Specific appointments being made, including full names, positions, and effective dates
6. Authorization: Statement of board's authority to make the appointments
7. Certification: Declaration of the resolution's validity, typically signed by the Chairman or Company Secretary
1. Removal of Previous Officers: Include when new appointments are replacing existing officers
2. Terms and Conditions: Include when specific conditions or terms apply to the appointments
3. Remuneration: Include when the resolution also covers officer compensation
4. Special Powers: Include when specific powers or limitations are being granted to appointees
5. Regulatory Compliance Statement: Include for regulated industries or listed companies requiring specific compliance declarations
1. Schedule A - Officer Details: Personal information and qualifications of appointed officers
2. Schedule B - Position Descriptions: Detailed role descriptions and responsibilities for each appointed position
3. Appendix 1 - Required Forms: Statutory forms required for filing with Companies Commission of Malaysia
4. Appendix 2 - Supporting Documents: Copies of relevant documents such as resignation letters of outgoing officers or acceptance letters from appointees
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Construction
Education
Transportation
Agriculture
Mining
Hospitality
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Executive Management
Risk Management
Human Resources
Corporate Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
Legal Director
Compliance Officer
Board Chairman
Executive Director
Non-Executive Director
Independent Director
Corporate Secretary
General Counsel
Head of Legal
Corporate Governance Officer
Risk Officer
Board Member
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