The Appointment Of Nominee Director Resolution is a crucial corporate governance document used in South African companies when appointing a nominee director to the board. This document is essential when a company needs to formalize the appointment of a director who represents specific interests, such as those of a major shareholder, parent company, or specific stakeholder group. The resolution must comply with the Companies Act 71 of 2008, the company's Memorandum of Incorporation, and South African corporate governance principles, including the King IV Report recommendations. It typically includes comprehensive details about the appointment, including the nominee's details, terms of service, duties, responsibilities, and any specific reporting requirements. This document is particularly important for maintaining proper corporate records and ensuring transparency in corporate governance structures.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, place of the meeting, and type of meeting (board/shareholders)
3. Attendance Record: List of directors/shareholders present, confirmation of quorum
4. Background: Brief context explaining the need for appointing a nominee director
5. Nominee Details: Full name, ID/passport number, and contact details of the nominee director
6. Resolution: Formal resolution text appointing the nominee director, including effective date and term of appointment
7. Terms of Appointment: Specific responsibilities, duties, and powers of the nominee director
8. Compliance Statement: Confirmation of compliance with Companies Act and company's MOI
9. Authentication: Signature provisions for chairperson and company secretary
1. Remuneration: Details of any compensation or fees payable to the nominee director - include if the nominee is to receive payment
2. Indemnification: Provisions for indemnifying the nominee director - include if specific indemnification terms are required
3. Reporting Requirements: Specific reporting obligations of the nominee director - include if special reporting is needed
4. Conflict of Interest Declaration: Declaration of any potential conflicts - include if the nominee has identified potential conflicts
5. Nominee Acceptance: Formal acceptance by the nominee director - include if immediate acceptance is required
1. Schedule A - Director Information Form: Detailed personal and professional information about the nominee director
2. Schedule B - Declaration of Interests: List of other directorships and business interests of the nominee
3. Schedule C - Consent to Act: Formal consent form signed by the nominee director
4. Appendix 1 - Director's Qualification Certificate: Copies of relevant qualifications and certifications
5. Appendix 2 - CIPC Documentation: Required forms for Companies and Intellectual Property Commission filing
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