A Board Resolution For Employment Agreement is a crucial corporate governance document required in Nigeria when formalizing significant employment arrangements, particularly for senior executives and key personnel. It demonstrates compliance with the Companies and Allied Matters Act (CAMA) 2020 and ensures proper authorization of employment terms. The document is typically used when hiring C-suite executives, senior management, or any position requiring board approval per the company's articles of association or corporate governance policies. It includes details of the board meeting, confirmation of quorum, specific employment terms approved, and authorization for execution of the employment agreement. This resolution serves as evidence of proper corporate procedure and protects both the company and incoming employee by clearly documenting the board's approval of employment terms.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements
3. Background: Context for the employment decision, including the need for the position and selection process
4. Definitions: Key terms used in the resolution
5. Position Details: Specific role, title, and reporting relationships being approved
6. Employment Terms: Key employment terms being approved including compensation, benefits, and start date
7. Authorization: Formal board authorization for the employment agreement and delegation of signing authority
8. Implementation: Instructions for executing the decision and preparing necessary documentation
9. Certification: Formal certification of the resolution by the Company Secretary or authorized officer
1. Recital of Prior Actions: Include when the employment decision follows previous board discussions or committee recommendations
2. Regulatory Compliance: Include when the position requires specific regulatory approvals or notifications
3. Share Options/Incentives: Include when the employment package includes equity-based compensation
4. Non-compete Provisions: Include for senior executive positions requiring specific non-compete approvals
5. Related Party Disclosures: Include if the employee has any relationships with board members or existing executives
1. Employment Agreement: Draft or final version of the employment agreement being approved
2. Job Description: Detailed description of the role and responsibilities
3. Compensation Package: Detailed breakdown of salary, benefits, and other compensation elements
4. Board Committee Report: If applicable, the recommendation report from relevant board committee
5. Legal Opinion: If obtained, legal opinion on specific aspects of the employment arrangement
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