Approving Director Remuneration (Shareholder Resolution)
Ordinary resolution of the shareholders of a company in England and Wales to approve director remuneration, either as good governance or where required by the company's articles.
Use this resolution where shareholder approval is required by the Articles or a shareholders’ agreement, or where shareholder sign-off is being obtained as a matter of good governance.
Shareholders may be required to approve directors’ remuneration where this is restricted by the company’s Articles or a shareholders’ agreement. This resolution approves the remuneration framework but does not replace the need for director approval of the underlying service arrangements.
Approval of Director Remuneration
IT IS RESOLVED THAT, as an ordinary resolution of the shareholders of the Company pursuant to the Companies Act 2006:
Approval of remuneration
The payment of up to £[director remuneration amount in £] to [name of director] per [payment frequency] as part of their [description of payment arrangement] be and is hereby approved, such remuneration to take effect from [remuneration effective date].
Duplicate and/or amend the above as applicable.
Scope and limits
The remuneration approved by this resolution may include salary, fees, bonuses and benefits, but shall not exceed the limits set out above unless further approved by the shareholders.
Authority to implement
Any director or the Company Secretary be authorised to take all steps necessary to give effect to this resolution and do all acts and things which they consider necessary or desirable in connection with it.
No Companies House filing is required for this resolution, but both should be kept with the Company’s statutory records.
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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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