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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About this template
What is this template?
This is a formal board minute snippet used to record the approval of executive pay. It is not a standalone employment contract, but it explicitly links the resolution to an underlying service agreement and requires a conflict of interest acknowledgement.
When should you use it?
Use this when a board meeting or written resolution is required to authorise a new or revised director's remuneration package. Use an Employment Agreement instead to define the full terms of the working relationship.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Approval of compensation package | Authorises the specific base salary in pounds, bonuses, benefits, and equity incentives for a named director. |
| Service agreement alignment | Service agreement alignment | Confirms the compensation terms will be incorporated into the service agreement or employment contract between the Company and director. |
| Conflict acknowledgement | Conflict acknowledgement | Records the director's declaration of interest and their recusal from voting in accordance with the Companies Act 2006. |
| Authority to implement | Authority to implement | Grants any director the power to execute documents and take actions necessary to give effect to the resolution. |
Who it's for
- a UK company board formalising the pay and benefits for an executive or non-executive director
- directors needing to record a conflict of interest declaration under the Companies Act 2006 regarding their own pay
How long it runs and how it's signed
Law it's drafted under
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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