Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)
This Shareholders' Resolution can be voted on as an ordinary resolution to set the total remuneration for directors.
1.0 (1 reviews)
Last updated December 16, 2024
Under 3 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
Shareholders of a proprietary company can, by ordinary resolution at a general meeting, set the total remuneration for directors. This is in accordance with section 202A of the Corporations Act 2001 (Cth), though this is a replaceable rule and the company constitution may establish a different procedure for setting remuneration. The remuneration of the managing director may be determined through a separate agreement.
This resolution can be inserted into:
Where you wish to pass the resolution in a directors' meeting, you must use the documents above. Simply copy and paste the text of the resolution.
Further information:
The Legal Risk Score of a Shareholders' Resolution to Set Director Remuneration (Circulating Resolution) Template
Our legal team have marked this document as low risk considering:
- There is a risk associated with setting a fixed remuneration for the board of directors without specifying criteria for adjustment, which could lead to financial inflexibility in responding to changes in company performance or market conditions.
- The resolution requires the officeholders to undertake necessary actions to implement the changes, which could pose a risk if the officeholders lack the expertise or resources to effectively manage these legal and administrative tasks.
- The document does not specify the process or criteria for dividing the total remuneration among the board members, which could lead to potential conflicts or dissatisfaction among directors regarding compensation fairness.
Shareholders' Resolution to Set Director Remuneration (Circulating Resolution) Checklist
Complete your free Shareholders' Resolution to Set Director Remuneration (Circulating Resolution) with our checklist
Update Regulatory Bodies
Ensure that the company updates the Australian Securities and Investment Commission with the changes contemplated by this resolution.
Conduct Follow-Up Actions
Perform any other thing or consequential action which may be necessary or desirable to give effect to the above resolutions.
Record Keeping
Maintain accurate records of the resolution and any subsequent actions taken to ensure compliance and reference for future governance.
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