Approving Director Service Agreements and Remuneration (Board Resolution)
A board resolution to approve the director service agreement and/or remuneration arrangement with a director of a company in England and Wales. To be used on its own where permitted, or after prior approval of the shareholders.
Approval of Director Service Agreements and Remuneration
Use this board resolution alone where permitted, or after approval of the shareholders (see the GitLaw template) where required by the Articles or used for good governance purposes.
Directors are required to approve the actual contracts and payments, regardless of shareholder approval. However, shareholder approval MUST be obtained for director service contracts exceeding two years in length, or that involve a substantial property transaction.
IT IS RESOLVED THAT:
Approval of Director Remuneration
Delete as appropriate:
Where shareholder approval was sought previously:
Subject to and in reliance on the shareholder approval dated [date of shareholder approval], the directors be authorised to enter into the director service agreements and remuneration arrangements on behalf of the Company as follows:
Where shareholder approval was not required:
The director service agreements and remuneration arrangements on the terms set out below be and are hereby approved, and the directors be authorised to enter into them on behalf of the Company:
An arrangement with [name of director] [description of service agreement and remuneration]
Repeat the above if approving more than one director's terms. If the terms are not described above, ensure the service agreement and/remuneration arrangements are appended.
Authority to Pay Remuneration
The Company be authorised to pay director remuneration in accordance with the agreements as presented to the board and the limits approved by the shareholders where applicable.
Conflicts
Any director who is the subject of this resolution did not vote and was not counted in the quorum, except to the extent permitted by the Company’s Articles.
Authority to execute and file
Any director or the Company Secretary be authorised to:
execute the relevant service agreements on behalf of the Company;
approve payroll or invoicing arrangements; and
do all acts and things necessary or desirable to give effect to this resolution.
5.0 out of 5 on Google
Read reviewsAs seen in
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.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.