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.
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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
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
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
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
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