Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Director Independence Confirmation
Open Legal LibraryUpdated 31 Dec 2025
A simple board resolution for the confirmation of independence 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.
Confirmation of Director Independence
IT IS RESOLVED THAT:
Independence assessment
The board has considered the circumstances, interests, relationships and other relevant factors relating to [director name] in accordance with applicable law, the Company’s Articles and any relevant governance standards or policies.
Confirmation of independence
The board hereby confirms that [director name] is considered to be independent of the Company for the purposes of [reason for independence requirement], and that no relationships or circumstances exist which are likely to affect, or could reasonably be perceived to affect, their independent judgement.
Ongoing review
The board notes that the independence of [director name] shall be kept under review and reconsidered if any relevant circumstances change.
About this template
What is this template?
This is a modular corporate resolution snippet rather than a standalone document. It contains a formal confirmation of independent judgement and a specific placeholder for the reason for the independence requirement.
When should you use it?
Use this when a director is appointed to a committee requiring independence or during an annual governance review. Use a Director's Conflict Disclosure if the director needs to declare a specific interest instead of general independence.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.1 | Independence assessment | The board confirms it has reviewed the director's circumstances and relationships against the Company’s Articles and applicable law. |
| 1.2 | Confirmation of independence | The board formally resolves that the named director is independent for a specified regulatory or contractual requirement. |
| 1.3 | Ongoing review | The board establishes that the director's independence status must be reconsidered if any relevant circumstances change. |
Who it's for
- a board of directors formalising the independence status of a specific board member
- a company secretary updating corporate records to comply with a governance framework
How long it runs and how it's signed
How long
Used once
Signed by
Directors
Witness
Not required
Notarisation
Not required
Also needed
Insert into board written resolution template
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.
Jurisdiction
England & Wales
Document info
HTML document. Document created on Wed Dec 31st, 2025. Last updated on Wed Dec 31st, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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