A Board Resolution Appointing Representative is a fundamental corporate governance document used when a Malaysian company needs to formally delegate authority to specific individuals to act on its behalf. This document is essential when companies need representatives for various purposes such as signing agreements, handling banking matters, or representing the company in legal proceedings. The resolution must comply with the Companies Act 2016 and any relevant corporate governance guidelines in Malaysia. It typically includes details of the appointment, scope of authority, duration, and any specific limitations or conditions. Companies use this type of resolution to ensure clear documentation of delegated powers and to provide evidence of proper authorization to external parties such as banks, government agencies, or business partners.
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1. Title and Company Details: Full legal name of the company, company registration number, and date of resolution
2. Preamble: States that this is an extract of board minutes or a written resolution, including meeting date if applicable
3. Quorum and Attendance: Confirmation of quorum being present and list of directors in attendance
4. Background: Brief context explaining the need for appointing a representative
5. Resolution Statement: The formal 'RESOLVED THAT' statement appointing the representative
6. Representative Details: Full name, identification/passport number, and designation of the appointed representative
7. Scope of Authority: Clear definition of the powers and limitations of the representative's authority
8. Execution: Space for Chairman's signature or signatures of directors passing the resolution
1. Term of Appointment: Include when the appointment is for a specific period rather than indefinite
2. Revocation Clause: Include when specific conditions for revoking the appointment need to be stated
3. Reporting Requirements: Include when the representative must report to the board in a specific manner
4. Multiple Representatives: Include when appointing multiple representatives with different or hierarchical authorities
5. Special Conditions: Include when there are specific conditions or restrictions on the representative's authority
1. Schedule A - Powers and Authorities: Detailed list of specific powers granted to the representative
2. Schedule B - Specimen Signature: When required, includes the specimen signature of the appointed representative
3. Appendix 1 - Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., power of attorney format)
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Education
Telecommunications
Mining
Agriculture
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Risk Management
Corporate Affairs
Executive Office
Administration
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Chief Financial Officer
Chief Operating Officer
Compliance Officer
Risk Manager
Corporate Affairs Manager
Executive Director
General Counsel
Board Chairman
Independent Director
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