A Resolution Appointing New Board Members is a crucial corporate document required whenever a company in Malaysia needs to formally appoint new directors to its board. This document is essential for compliance with the Companies Act 2016 and must be properly executed before a director can legally assume their position. The resolution typically follows a board meeting where the appointment is approved and must be filed with the Companies Commission of Malaysia (SSM) within 14 days of the appointment. For listed companies, additional notifications to Bursa Malaysia and compliance with the Malaysian Code on Corporate Governance are required. The document serves as official evidence of the appointment and must contain specific information about the appointee, the appointment process, and relevant declarations regarding the director's eligibility to serve.
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1. Title and Company Details: Full legal name of the company, company registration number, and date of resolution
2. Meeting Details: Type of meeting (Board/Directors' meeting), date, time, location, and confirmation of quorum
3. Present Directors: List of all directors present at the meeting and those who sent apologies
4. Chairperson: Identification of the chairperson of the meeting
5. Resolution Statement: The formal statement of resolution to appoint the new director(s)
6. Director Details: Full name, ID/passport number, and residential address of each new director
7. Effective Date: The date from which the appointment(s) take effect
8. Compliance Statement: Confirmation that the appointment complies with the company's constitution and relevant laws
9. Authorization: Authority given to company secretary or officers to file necessary documents with SSM
10. Closure: Formal closing of the resolution
11. Signatures: Space for signatures of the chairperson and/or all directors present
1. Replacement Director Details: Used when the new director is replacing a resigning/retiring director - includes details of the outgoing director
2. Additional Appointments: Used when the new director is also being appointed to specific committees or roles (e.g., audit committee)
3. Special Requirements: Used for any special conditions or requirements attached to the appointment
4. Regulatory Notifications: Used for listed companies to address specific regulatory notification requirements
5. Director's Interest Disclosure: Used when the new director has existing interests in the company or related companies that need to be disclosed
6. Term of Appointment: Used when the appointment is for a specific term rather than indefinite
1. Schedule 1: Director's Information: Detailed personal information, qualifications, and experience of the new director(s)
2. Schedule 2: Declaration of Compliance: New director's declaration of compliance with Companies Act 2016 requirements and confirmation of no disqualifications
3. Schedule 3: Terms of Appointment: Detailed terms and conditions of the appointment, including remuneration if applicable
4. Appendix A: Consent to Act: Written consent from the new director to act as director of the company
5. Appendix B: Required Forms: Copies of forms required for submission to Companies Commission of Malaysia (SSM)
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Telecommunications
Transportation
Construction
Agriculture
Education
Professional Services
Mining
Tourism
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Affairs
Corporate Affairs
Executive Office
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Secretary
Legal Counsel
Compliance Officer
Board Chairman
Director
Managing Director
Corporate Governance Officer
Legal Director
Chief Legal Officer
Company Director
Non-Executive Director
Independent Director
Board Member
Corporate Affairs Manager
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