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Board Resolution Appointing Committee Members for Nigeria

Board Resolution Appointing Committee Members Template for Nigeria

This document is a formal board resolution used in Nigerian corporations to establish and appoint members to various board committees, in compliance with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance 2018. It serves as an official record of the board's decision to create a committee and appoint specific individuals to serve on it, outlining their roles, responsibilities, and terms of reference. The resolution includes essential details such as the committee's purpose, composition, scope of authority, and reporting requirements, ensuring proper corporate governance and regulatory compliance within the Nigerian legal framework.

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Board Resolution Appointing Committee Members

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What is a Board Resolution Appointing Committee Members?

A Board Resolution Appointing Committee Members is a crucial corporate governance document used in Nigerian companies when establishing board committees and formally appointing their members. This document is required whenever a company needs to create new board committees or update existing ones, whether for audit, risk management, nomination, remuneration, or other specialized purposes. The resolution must comply with the Companies and Allied Matters Act (CAMA) 2020, the Nigerian Code of Corporate Governance 2018, and any applicable sector-specific regulations. It typically includes the committee's purpose, scope, member appointments, terms of reference, and reporting structure. For listed companies, additional requirements from the Securities and Exchange Commission must be incorporated. The document serves as legal evidence of the board's decision and becomes part of the company's official records.

What sections should be included in a Board Resolution Appointing Committee Members?

1. Title and Company Details: Full legal name of the company, registration number, and date of the resolution

2. Preamble: Statement confirming this is a resolution of the Board of Directors and reference to the relevant board meeting

3. Attendance and Quorum: List of directors present and confirmation of meeting quorum as per company's articles

4. Background: Brief context explaining the need for the committee and its purpose

5. Authority: Reference to relevant provisions in CAMA 2020 and company's articles authorizing the formation of committees

6. Resolution: The formal decision to establish the committee and appoint its members

7. Committee Composition: Names and designations of appointed committee members, including the chairperson

8. Terms of Reference: Scope, responsibilities, and objectives of the committee

9. Certification: Signature section for company secretary and/or authorized directors to certify the resolution

What sections are optional to include in a Board Resolution Appointing Committee Members?

1. Meeting Details: Include if the resolution is passed during a specific board meeting, detailing time, venue, and mode of meeting

2. Voting Results: Include if there was a formal vote count on the resolution

3. Committee Budget: Include if the committee is allocated specific financial resources

4. Reporting Structure: Include for committees with specific reporting requirements to board or management

5. Term Duration: Include if committee appointments are for a specific term

6. Remuneration: Include if committee members will receive specific compensation for their service

What schedules should be included in a Board Resolution Appointing Committee Members?

1. Committee Charter: Detailed document outlining the committee's governance, roles, and operational procedures

2. Member Qualifications: Details of appointed members' qualifications and expertise relevant to the committee

3. Meeting Schedule: Proposed schedule of committee meetings if predetermined

4. Related Board Policies: Any existing board policies relevant to the committee's operation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Relevant Industries

Financial Services

Manufacturing

Energy and Natural Resources

Technology

Healthcare

Real Estate

Telecommunications

Fast-Moving Consumer Goods

Agriculture

Construction

Education

Mining

Transportation and Logistics

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Internal Audit

Corporate Affairs

Board Secretariat

Executive Management

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Board Chairman

Board Director

Chief Financial Officer

Chief Legal Officer

Corporate Governance Officer

Compliance Officer

Risk Management Officer

Internal Audit Director

Corporate Affairs Manager

Legal Counsel

Board Committee Chairman

Executive Director

Non-Executive Director

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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