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.

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Last updated May 23, 2025

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Suitable for Australia

Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

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What is a shareholders' resolution to set director remuneration (circulating resolution)?

It is a formal decision made by shareholders to determine the total amount directors are paid, circulated for approval without holding a physical meeting.
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When should you use a shareholders' resolution to set director remuneration (circulating resolution)?

Use this resolution when shareholders need to approve or update the total remuneration for directors, especially if the company constitution allows decisions without a meeting.
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What should be in a shareholders' resolution to set director remuneration (circulating resolution)?

It should state the total remuneration for directors, reference the relevant legal authority, and authorise necessary actions to implement the decision.
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Frequently asked questions

Who can use this resolution document?

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Does this resolution set individual director pay or just the total amount?

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What are the key legal risks of using this resolution?

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What follow-up actions are required after passing the resolution?

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Can this resolution be used if the company constitution has different rules?

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Is the managing director's remuneration covered by this resolution?

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How quickly can this resolution be completed?

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View Sample Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)
risk level indicator at Low level

The Legal Risk Score of a Shareholders' Resolution to Set Director Remuneration (Circulating Resolution) Template is Low

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.

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