Appointment of Committee Members

Open Legal LibraryUpdated 4 Jan 2026

A simple board resolution for the appointment board committee members for a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.

Appointment of Committee Members

IT IS RESOLVED THAT:

Committee constitution

The [committe name] (the "Committee") be and is hereby constituted as a committee of the board pursuant to the Company’s Articles.

Appointment of members

The following directors be and are hereby appointed as members of the Committee with effect from [date of appointment]:

[director 1 name]

[director 2 name]

[director 3 name]

[other directors]

Chair of the committee

[committee chair name] be and is hereby appointed as chair of the Committee.

Terms of reference

The terms of reference of the Committee, in the form produced to the board, be and are hereby approved and adopted.

Duration and removal

Each appointment shall continue until the earlier of:

removal by further resolution of the board; or

the individual ceasing to be a director of the Company,

unless otherwise determined by the board.

Authority

The Committee shall exercise the powers delegated to it in accordance with its terms of reference and subject at all times to the supervision and authority of the board.

General authority

Any director be authorised to do all acts and things which they consider necessary or desirable to give effect to this resolution.

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About this template

What is this template?

This is a formal record of a board decision rather than a contract between parties. It contains specific triggers for the automatic cessation of committee membership and requires the approval of external terms of reference.

When should you use it?

Use this resolution when establishing an audit, remuneration, or nomination committee. Use a Director Appointment Letter instead if appointing an individual to the main board of directors.

What's inside

ClauseNameWhat it does
Committee constitutionCommittee constitutionEstablishes the named committee as a formal subcommittee of the board pursuant to the company's Articles.
Appointment of membersAppointment of membersAppoints multiple directors to the committee effective from a specified appointment date.
Chair of the committeeChair of the committeeDesignates a specific individual to serve as the chairperson of the newly constituted committee.
Terms of referenceTerms of referenceApproves and adopts the specific governing document that defines the committee's scope and duties.
Duration and removalDuration and removalTerminates the appointment if an individual ceases to be a director or is removed by board resolution.
AuthorityAuthoritySubjugates the committee's delegated powers to the ongoing supervision and authority of the full board.

Who it's for

  • a company board of directors establishing a specialized subcommittee for governance
  • a corporate secretary recording the formal appointment of a committee chairperson
  • a board delegating specific powers to a subgroup under its terms of reference

How long it runs and how it's signed

How long
Runs until someone ends it

England & Wales note

This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.

Jurisdiction
England & Wales
Document info
HTML document. Document created on Sun Jan 4th, 2026. Last updated on Sun Jan 4th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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