A Board Resolution For Increase In Salary Of Director is a crucial corporate governance document used in South African companies when approving changes to director remuneration. This document is required under the Companies Act 71 of 2008 and should align with King IV Code guidelines on executive compensation. It's typically prepared when a director's performance review is due, when market adjustments are necessary, or when there's a significant change in responsibilities. The resolution must include specific details about the increase, its justification, effective date, and any conditions attached. For listed companies or when the increase exceeds certain thresholds, additional shareholder approval may be required. The document serves as an official record of the board's decision and demonstrates compliance with corporate governance requirements.
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1. Company Details: Legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent with or without apologies
4. Background: Context for the salary increase, including current position, performance, market conditions, and company performance
5. Current Remuneration: Statement of the director's current salary and benefits package
6. Resolution: Formal resolution stating the approved salary increase, effective date, and any conditions
7. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
8. Signatures: Space for required signatures of the chairperson and/or company secretary
1. Performance Criteria: Used when the salary increase is tied to specific performance metrics or KPIs
2. Additional Benefits: Include when changes to benefits package accompany the salary increase
3. Shareholder Approval: Required if the company's MOI or threshold limits require shareholder approval
4. Comparative Market Analysis: Include when salary increase is based on market benchmarking
5. Budget Impact: Financial impact assessment of the salary increase on company finances
1. Schedule A - Current Remuneration Package: Detailed breakdown of current salary, benefits, and allowances
2. Schedule B - New Remuneration Package: Detailed breakdown of new salary, benefits, and allowances
3. Appendix 1 - Performance Review: If applicable, summary of director's performance review
4. Appendix 2 - Market Benchmarking: If applicable, market comparison data supporting the salary increase
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