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.
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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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