Approval of Director Compensation
A simple board written resolution to approve the compensation package of a director of a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Insert the following resolution into the basic GitLaw board written resolution template and number accordingly.
Approval of Director Compensation Package
IT IS RESOLVED THAT:
Consideration of compensation
The board has reviewed and considered the proposed compensation package for [director name], in their capacity as an [director type] director of the Company, including the elements set out below.
Approval of compensation package
The compensation package for [director name] be and is hereby approved on the following terms:
Base salary / Fee: [base salary in £] per annum
Bonus / incentive: [bonus / incentive details]
Benefits: [benefits]
Equity incentives: [equity incentives]
Expenses: reimbursement in accordance with Company policy
Other terms: [any additional compensation elements]
Service agreement alignment
The board confirms that the approved compensation package is reflected in, or will be incorporated into, the [agreement type] between the Company and [director name].
Conflict acknowledgement
It is noted that [director name] declared their interest in this matter and did not vote on, or otherwise participate in, the decision to approve their compensation, in accordance with the Company’s Articles and the Companies Act 2006.
Authority to implement
Any director of the Company be authorised to:
finalise and implement the approved compensation package; and
execute any documents and take any actions necessary or desirable to give effect to this resolution.
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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.
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