RESOLVED AT pursuant to provisions of Section 152 read wi Rule 8, 9 and 14 of Companies (Appointment and Qualification of Directors) Rules, and o er applicable provisions of e Companies Act, read wi rules made ereunder (including any statutory modification(s) or re-enactment ereof for e time being in force) and provisions of e Articles of Association of e. To consider and if ought fit, to pass wi or wi out modification(s), e following resolution as an ORDINARY RESOLUTION. RESOLVED at pursuant to e provisions of sections 149, 152 and any o er applicable provisions of e Companies Act, ( e Act) read wi Schedule IV to e Act, e Companies (Appointment and Qualification of Directors) Rules, including any o er Rules. Every director o er an first directors of company shall be appointed in general meeting as per Section 152(2). If company wants to appoint a person as director in meeting o er en General meeting Company can do is by appointing such person as Additional Director U/s 161(1) of Companies Act, . 22, · e removal of a director can be done only in a general meeting. So, your company has to convene a general meeting to remove e problematic director, e remaining members can acquire e shares of e removed director (at a price as mutually ided between em) and en your new director will have to be appointed in e next general meeting. Any appointment of a person as a Director is to be done in a general meeting. ough if e person fails to get appointed in e General Meeting en he or she can be appointed as an Additional Director by e Board of Directors. (Reference given in Section 161(1) of e Companies Act which has been provided below in e Article). is template contains e wording at be used when passing a shareholders' ordinary resolution to approve e appointment of one or more directors in a general meeting of shareholders. Note at a person must consent to be appointed as a director before e appointment takes effect. A company can appoint a director by resolution at a general meeting (s 201G). A board occasionally need to appoint a director to retain a quorum or to fill a casual vacancy. is be provided for in e constitution but is also allowed under s 201H of e Act (is is a replaceable rule), or ey can use a combination of bo. . Annual General Meeting ei er to e Company in advance or submit e same at e venue of e General Meeting. 5. Appointment / Re-appointment of Directors At e ensuing Annual General Meeting, Shri Pushp Ku Joshi and Shri S Jeyakrishnan retire by rotation and being eligible, offer emselves for re-appointment. 6. In accordance wi Section 196(4) of e Companies Act, e approval by a resolution at e general meeting of e members of e company is required for e appointment and terms of remuneration of Mr. .. as e Managing Director of e company. Managing Director—as defined by e Companies Act—means a director who—by virtue of an agreement wi e company or of a resolution passed by e company in general meeting or by its Board of Directors or by virtue of its Memorandum or Articles of Association—is entrusted wi substantial powers of management which would not o erwise be exercisable by him and includes a director. directors or can be revoked by directors) 5. Company appoint a director s201G (by resolution at general meeting of members) 6. Directors appoint o er directors s201H 7. Appointment of managing directors 201J 8. Alternate directors s201K 9. Remuneration of directors s202A . Finally, Shareholders at intend to submit slates for e appointment of members of e Board of Directors are invited to examine e relevant documentation published on e Company website www.pirelli.com and, in particular, e recommendations contained in Consob communication DEM/9017893 of 26 February 2009. A note about e formal appointment of directors, including numbers of directors, eligibility for office, who appoint em, e validity of eir acts in e event of defective appointment, e enforcement of e right to act as a director and publication of appointments. In terms of Section 161 (1) of e Companies Act, e Board of e Company can appoint a person as an additional director to hold office up to e date of e next general meeting (meeting of members of e Company). In accordance wi e provisions of Section 161 of e Companies Act, an Additional Director of a Company is appointed, who holds office upto e date of e ensuing Annual General Meeting (AGM). e Board of Directors and e Shareholders of e Company ide to regularise his appointment in order for him to become a Executive. Appoint Director MINUTES OF DIRECTORS MEETING OF, A CORPORATION. e board of directors of held a meeting on at. e following individual(s) were present at e meeting representing a Quorum and/or all of e Directors of. Name Title. e Board of Directors (also known as e ‘Board’) can normally also appoint directors but check whe er e Articles say at ey can do is and whe er e shareholders must en confirm e appointment at a general meeting. Executive directors are appointed using a type of contract of employment appointment (a Service Agreement), which. In most legal systems, e appointment and removal of directors is voted upon by e shareholders in general meeting or rough a proxy statement. For publicly traded companies in e U.S., e directors which are available to vote on are largely selected by ei er e board as a . Brief Introduction & Independent Director‘s appointment (Board Resolution) On a brief go rough wi Section 149 & Schedule IV i.e. Code of Conduct for Independent Directors, it has been provided at e appointment of Independent Director is subject to e approval of members in e general meeting.. erefore, ere are two ways for appointment of Independent Directors in a Company. If e Government lares a public holiday on e day of e meeting, it will be considered a working day by e members attending e meeting. e annual general meeting can be held at e registered office of e company. Browse more Topics under Elements Of Company Law Ii. Board of Directors – Composition. Appointment & Duties of Directors. period can be specified for any o er general meeting if members wi at least 95 per cent of e votes agree beforehand. Notice shorter an 21 days is not allowed for a meeting at which a resolution will be moved to appoint or remove a director or to remove an auditor (s 249H). - More an 28 days for listed companies regardless. Director you will not be liable to retire by rotation. is letter of appointment set out e terms and conditions covering your appointment which are as follows:. Appointment: 1.1 Your appointment is subject to e approval of Shareholders in e General Meeting and receipt of your consent to act as an Independent Director of e Company. Generally, a new director must be appointed by e shareholders of a company. A new director be appointed by e board of directors using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s), subject to re-appointment by shareholders at e next general meeting. Also, existing directors of a company appoint new directors to fill casual vacancies (in between two annual general meetings) due to dea, resignation or removal of a sitting director, subject to ratification by members at e next annual general meeting. APPOINTMENT OF SUBSEQUENT DIRECTORS. Wi provisions under e Act, specifically wi section 248 (1), e power to remove and appoint subsequent directors of a company in Nigeria is vested in e members of e company. i.e. shareholders of e company at an annual general meeting. (ii) Extra-Ordinary General Meeting– A company also hold any o er Meeting of its Members called an Extra-Ordinary General Meeting, as and when required or at e requisition of e Members. An Extra-Ordinary General Meeting is convened for transacting Special or Urgent business at arise in between two Annual General Meetings. Purpose. An organization conduct its business at e annual general meeting. e business include electing a board of directors, making important isions regarding e organization, and informing e members of previous and future activities. At is meeting, e shareholders and partners receive copies of e company's accounts, review fiscal information for e past year appointment, reimburse you reasonable expenses incurred in e discharge of your roles/duties including: 7.1 Airfare to attend e Board or Committee meetings or General Meetings of Members, Court Convened Meetings or Meetings wi Creditors, wherever applicable. e Chairman en took for consideration Item no.5 of e notice regarding appointment of Mr. O as e Director of e Company. e Chairman stated at Mr. O was appointed as an Additional Director of e Company by e Board of Directors in eir meeting held on _____, who ceases to hold office at is Annual General Meeting of e company and in respect of whom e Company has received. For example, e resigning director is e president wi a 2-year term. e person appointed to fill e director's seat is appointed only to e seat, not e office. If e board wants e appointed director to also assume e office of president, it must additionally appoint e director to at office. Less an a . Annual General Meeting. e Register of Directors and Key Managerial Personnel and eir shareholding, maintained under Section 170 of e Companies Act, read wi Rules issued ereunder will be available for inspection by e members at e Annual General Meeting. All documents referred to in e accompanying Notice and e Explanatory. To get e status report of e board meeting and to distribute e responsibilities of e directors of e board, a board of director meeting agenda template comes into existence to serve e members of e board samples. e board of directors meeting agenda template is a general guide to make e board meeting more productive as it contains e criteria and topics which all e board. Feb 14, · By section 63(1) of e Companies and Allied Matters Act, e abstraction called a company shall act rough its Members in General Meeting or its Board of Directors. e Directors present line to take e chair or if ere be no Director present, en e members present shall choose one of eir own members to be Chairman of e meeting. e Chairman of e Board (whe er Member or not) shall if present and willing, be entitled to take e chair at every General Meeting, whe er Annual or Extraordinary. 5. P a g e P S C D C L RESOLVED AT, e Extra Ordinary General Meeting of e ompany be convened and held on, e Friday, e 24 day of e, at 03.30 P.M. at Registered Office of e ompany. RESOLVED FUR ER AT Mr. Nitin Kareer, hairman of e ompany be and is hereby. , · FAQs on appointment of independent directors FAQs e old mindset on appointment of directors – appointment as additional director first, en regularisation in a general meeting, followed by retirement by rotation etc – all of is will have to change completely in case of independent directors. e key point is Schedule IV, (1) (2) and (3). notice in writing from a member under Section 160 of e Companies Act, proposing his candidature for e office of Director, and who is eligible for appointment as a Director, be and is hereby appointed a Director of e Company liable to retire by rotation. NOTES:. e Statement pursuant to Section 2 of e Companies. Provided at in e case of appointment of an independent director in e general. meeting, an explanatory statement for such appointment, annexed to e notice for e. general meeting, shall include a statement at in e opinion of e Board, he fulfils e. conditions specified in is Act for such an appointment. e conclusion of e six Annual General Meeting from is Annual General Meeting, at such remuneration as shall be fixed by e Board of Directors of e Company. SPECIAL BUSINESS 6. To re-appoint Shri Pawan Ku Kapil as a Whole-time Director and in is regard, pass e following resolution as a Special Resolution.