The Board Resolution For Adoption Of Policy is a crucial corporate governance document used in the Philippines when a company needs to formally implement new policies or modify existing ones. It is governed by the Revised Corporation Code of the Philippines and must comply with SEC regulations and the company's by-laws. This document is typically required when establishing significant corporate policies such as compliance procedures, risk management frameworks, or operational guidelines. It must include specific elements such as meeting details, quorum verification, clear resolution statements, and proper certifications. The resolution serves as legal evidence of the board's decision-making process and provides protection for the company and its officers when implementing new policies.
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1. Title and Corporate Details: Full legal name of corporation, date, time, and location of meeting
2. Attendance and Quorum: List of present board members and confirmation of quorum requirements being met
3. Preliminary Recitals: Statement of authority and compliance with notice requirements
4. Background and Purpose: Context and reasons for adopting the new policy
5. Resolution Statement: The formal 'RESOLVED' statement adopting the policy
6. Implementation Authority: Authorization for specific officers to implement the policy
7. Certification: Secretary's certification of the resolution's authenticity
8. Signature Block: Spaces for required signatures of board members and corporate secretary
1. Compliance Statement: Reference to specific laws or regulations being addressed by the policy, used when the policy is being adopted to meet specific regulatory requirements
2. Implementation Timeline: Specific dates and milestones for policy implementation, used for complex policies requiring phased implementation
3. Budget Authorization: Financial authorizations related to policy implementation, included when policy requires significant financial resources
4. Repealing Clause: Statement repealing or amending previous policies, used when new policy replaces or modifies existing policies
5. Review Mechanism: Process for reviewing and updating the policy, included for policies requiring regular review
1. Full Policy Text: Complete text of the policy being adopted
2. Implementation Guidelines: Detailed procedures for implementing the policy
3. Supporting Documentation: Any relevant studies, reports, or documentation supporting the policy adoption
4. Organizational Impact Assessment: Analysis of how the policy affects different departments or operations
5. Legal Compliance Checklist: Verification of compliance with relevant laws and regulations
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Technology and Communications
Healthcare
Real Estate and Property Development
Retail and Consumer Goods
Energy and Utilities
Transportation and Logistics
Education
Professional Services
Mining and Natural Resources
Agriculture and Food Production
Relevant Teams
Legal
Compliance
Corporate Governance
Risk Management
Human Resources
Operations
Finance
Internal Audit
Corporate Communications
Administrative Services
Relevant Roles
Board Director
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Compliance Officer
Legal Counsel
Risk Management Officer
Corporate Governance Officer
Policy Officer
Human Resources Director
Operations Director
Company President
Vice President
Department Head
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