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Board Resolution for Appointment of Chief Executive Officer CEO

The Chief Executive Officer (CEO) of the company is the most prestigious post in a company. Every listed company and public company whose paid capital is Rs. 10 crores or more are required to appoint whole-time key managerial personnel. Under the Companies Act, 2013, a CEO is considered as one of the key managerial personnel (kmp).

The following template of board resolution can be used for appointment of CEO by Board of Directors of a company.

Draft Board Resolution for Appointment of Chief Executive Officer (CEO)

#. To appoint Mr. ................. as the CEO of the company

“RESOLVED THAT pursuant to the provisions of Sections 2(18), 203 of the Companies Act, 2013, Mr. ................... be and is hereby appointed as the Chief Executive Officer (CEO) of the company, subject to the approval of the members and any other authorities, as may be necessary.

RESOLVED FURTHER THAT the appointment of Mr. ................... as the CEO be effective from ......(Date).....

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorized to issue appointment letter and enter into necessary agreement with Mr. ................. to give effect to the appointment with the following terms being given effect in the appointment letter and the agreement:

a) Basic Salary - in the range of Rs. ........... to Rs. ................. p.a.

b) Allowances & perquisites - Up to Rs. ................... p.a.

c) In addition to the above, he will also receive the following benefits as per policy/rules of the company or as approved by the Board from time to time:

• Car facility with driver;
• Infrastructure Facilities at his residence such as telephones, computers, video conference facility, internet and broadband;
• Mobile phone(s) and hand held email devices;
• Company’s contribution to Provident Fund and Superannuation Fund;
• Payment of Gratuity and such other Retiral Benefits; and
• Encashment of leave.

d) Responsibility areas:
    • .........................................
    • .........................................
    • .........................................

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorized to file necessary form with the Registrar of Companies, ............. and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”

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