Template Board Minutes - Appointment of Associate Director

Board Minutes – Appointment of Associate Director

CO.CA.DIR.08
These Board Minutes – Appointment of Associate Director set out the proceedings of a board meeting at which the directors resolve to create the office of Associate Director.

Associate Directors will be appointed on the following terms:

• Individuals appointed as Associate Directors are not statutory Directors in the sense that their appointment will not be recorded at Companies House and they are not treated as directors under the Companies Act 2006 and the company’s articles of association;
• They may be removed at any time from the office of Associate Director;
• They have no rights to attend board meetings of Directors; and
• The board has the right to vary duties of Associate Directors.

The office of Associate Director can be used by companies to give an incentive to key employees, by recognising their importance to the company.

However, companies should exercise caution; under section 40 of the Companies Act 2006, persons who claim to be statutory directors of a company (but are not) can make binding commitments on the company when dealing with third parties who are acting in good faith. The position of Associate Director should therefore only be given to trustworthy employees who are not likely to enter the company into unwarranted commitments or contracts.

These Board Minutes – Appointment of Associate Director are in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

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