The Appointment Of New Director Resolution is a crucial corporate governance document required under Malaysian law whenever a new director is appointed to a company's board. This document must comply with the Companies Act 2016 and related Malaysian corporate legislation, serving as official evidence of the appointment decision. It is typically used when expanding the board, replacing a departing director, or restructuring corporate governance. The resolution includes essential information such as the appointee's details, confirmation of their eligibility, consent to act, and any specific terms of appointment. It may also address regulatory requirements, particularly for regulated industries or listed companies. This document forms part of the company's official records and may need to be filed with the Companies Commission of Malaysia (SSM).
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1. Title and Company Details: Full legal name of the company, company registration number, and registered address
2. Date of Resolution: Clear statement of when the resolution was passed
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
4. Appointment Resolution: The main resolution text appointing the new director, including their full name and identification details
5. Effective Date: Specification of when the appointment takes effect
6. Statutory Declarations: Confirmation that the appointed director meets all legal requirements and has provided necessary consents
7. Authentication: Signature section for chairman/company secretary to certify the resolution
1. Casual Vacancy Details: Required when the appointment is to fill a casual vacancy, including details of the departing director
2. Special Terms and Conditions: Any specific conditions or terms attached to the appointment
3. Delegated Authorities: Specific powers or authorities granted to the new director
4. Remuneration Details: If the resolution includes approval of director's remuneration package
5. Board Committee Appointments: If the director is simultaneously being appointed to any board committees
6. Regulatory Compliance Statements: Additional statements required for regulated industries or listed companies
1. Director's Personal Information: Detailed information about the new director including residential address, date of birth, and other required personal details
2. Director's Consent to Act: Signed consent form from the new director
3. Declaration of Interest: List of other directorships and potential conflicts of interest
4. Scope of Authority: Detailed outline of any specific authorities or limitations on the director's powers
5. Company Constitution Extract: Relevant extracts from the company constitution regarding director appointments
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Telecommunications
Transportation
Professional Services
Education
Construction
Agriculture
Mining
Entertainment
Hospitality
Relevant Teams
Legal
Compliance
Corporate Governance
Corporate Secretarial
Board Administration
Executive Office
Risk Management
Corporate Affairs
Regulatory Affairs
Relevant Roles
CEO
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Chairman
Corporate Governance Officer
Chief Legal Officer
Managing Director
Executive Director
Chief Financial Officer
Head of Legal
Corporate Affairs Manager
Risk Management Officer
Board Relations Manager
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