Adopt Committee Recommendations kit

What is a circulating resolution?

A circulating resolution allows a resolution to be passed without the need for convening a meeting. When the last director signs the resolution, it is passed.

What is the purpose of this resolution?

This resolution allows a board of directors to formally adopt the recommendations of the committee.

In what situation would I use this resolution?

You would use this resolution if you have previously appointed a committee and you would like to formally adopt the recommendations of the committee. You must formally adopt the recommendations for it to be recorded in the minutes of the company.

This resolution allows the Board to adopt some of the recommendations ****or**** all of the recommendations. This resolution also allows you to vary the recommendations if required.

Why do I need to document this resolution?

The Corporations Act 2001, Section 251A and Best Practice Guidelines require a Corporation to keep records and minutes of all meetings held.

Adhering to Best Practice guidelines ensures good corporate governance. Good Corporate Governance is the term used when the company is managed well. That is, the Directors act transparently in the best interests of shareholders and all stakeholders are protected.

WARNING: The Directors are ultimately liable for the Company's compliance with the Corporations Act 2001. If the Directors fail to keep minutes and properly record resolutions they may be charged with a civil offence under the Corporations Act 2001.

Checklist is not available for this document.

Sample is not available for this document.

Company Details
• What is the purpose of this Circulating Resolution?
• Why do I need to document this Circulating Resolution?
• Company Name?
• What is an ACN?
• Why do I need to provide an ACN?
Director Details
• Why do you need to know this?
Committee Purpose
• Why do you need to know this?
Board Adoption
• Why adopt recommendations in full or in part?
• Can the Board vary the Recommendations?

---

Company Details

• What is the purpose of this Circulating Resolution?

  This Circulating Resolution allows a Board of Directors to formally adopt the recommendations of a Committee.
  
  You must formally adopt the recommendations of a Committee for it to be recorded in the Minutes of the Company.

  This hint is provided by Law Central Legal.

  ---

  #

• Why do I need to document this Circulating Resolution?

  The Corporations Act 2001, Section 251A and Best Practice Guidelines require a Corporation to keep records and minutes of all meetings held. Adhering to Best Practice ensures that Director's act transparently in the best interests of shareholders and all stakeholders are protected.
  
  WARNING: The Director's are ultimately liable for the company's compliance with the Corporations Act 2001. If the Directors fail to keep minutes and properly record resolutions, they may be charged with a civil offence under the Corporations Act 2001.

  This hint is provided by Law Central Legal.

  ---

  #

• Company Name?

  Please provide your full company name.
  
  For example,
  
  Smith Corporation Pty Ltd
  

  This hint is provided by Law Central Legal.

  ---

  #

• What is an ACN?

  An ACN is an "Australian Company Number". This is a special unique number issued by the Australian Securities and Investment Commission.
  
  An ACN must be displayed on all official company documents.

  This hint is provided by Law Central Legal.

  ---

  #

• Why do I need to provide an ACN?

  A Circulating Resolution is an official company document. An ACN needs to be shown on all official company documents.

  This hint is provided by Law Central Legal.

  ---

  #

Director Details

• Why do you need to know this?

  The Company Directors will be signing the Circulating Resolution. All Company Directors must sign the Circulating Resolution for the resolution to be passed.
  
  All you need to provide is the full names of all Company Directors.

  This hint is provided by Law Central Legal.

  ---

  #

Committee Purpose

• Why do you need to know this?

  The Board may have many committees.
  
  For example, the board may have a committee for director's remuneration and an audit committee.
  
  We need to know the purpose of the Committee, to properly define the Committee. Otherwise someone reading the Minutes may not know what Recommendations the Board is adopting.
  

  This hint is provided by Law Central Legal.

  ---

  #

Board Adoption

• Why adopt recommendations in full or in part?

  This Circulating Resolution allows you to adopt the Committee Recommendations in full or in part.
  
  You would adopt the Committee Recommendations in full if the Board is adopting everything the Committee has recommended.
  
  You would adopt the Committee Recommendations in part if some of the recommendations are not actionable by the Board. Some situations include:
  
  * if the recommendations were illegal
  * if there are no funds available to implement the recommendation
  * if the recommendations do not increase shareholder wealth

  This hint is provided by Law Central Legal.

  ---

  #

• Can the Board vary the Recommendations?

  This Circulating Resolution allows you to vary the recommendations.
  
  Just select "the board is only adopting some of the recommendations". You do not need to type out which recommendations are varied.
  
  The document you are creating will contain spaces for you to write which recommendations you will be varying.

  This hint is provided by Law Central Legal.

  ---

  #

This document has been prepared by the law practice Law Central Legal

Liability limited by a scheme approved under Professional Standards Legislation