Board Resolution Approving Compensation for Board of Directors

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION APPROVING COMPENSATION FOR BOARD OF DIRECTORS

Adopted on {{date_of_resolution}}

WHEREAS

The Board of Directors of {{company_name}} (hereinafter referred to as “the Company”) deems it necessary and appropriate to establish and approve the compensation for its directors for the fiscal year {{fiscal_year}}.

The Companies Act [{{relevant_companies_act_region}}] and the Company's Memorandum of Incorporation permit the Board to determine and approve the remuneration of its directors, provided such remuneration is fair and reasonable.

RESOLVED, THAT

1. **Approval of Director Fees:** The Company hereby approves the payment of annual director fees to the Non-Executive Directors as follows:

a. Chairperson of the Board: {{chairperson_fee_currency}} {{chairperson_fee_amount}}

b. Non-Executive Director: {{non_executive_director_fee_currency}} {{non_executive_director_fee_amount}} per director

c. Committee Chairperson (per committee): {{committee_chairperson_fee_currency}} {{committee_chairperson_fee_amount}}

d. Committee Member (per committee): {{committee_member_fee_currency}} {{committee_member_fee_amount}}

These fees shall be payable {{fee_payment_frequency}} commencing from {{effective_date_of_fees}}.

FURTHER RESOLVED, THAT

2. **Executive Director Compensation:** The annual salary and benefits for Executive Directors shall be as follows:

a. CEO/Managing Director: {{ceo_salary_currency}} {{ceo_salary_amount}} plus benefits as per {{ceo_benefits_package_reference}}.

b. Other Executive Directors: {{executive_director_salary_currency}} {{executive_director_salary_amount}} plus benefits as per {{executive_director_benefits_package_reference}}.

These amounts are exclusive of standard employee benefits and allowances as per company policy, effective {{effective_date_of_executive_compensation}}.

FURTHER RESOLVED, THAT

3. **Reimbursement of Expenses:** Directors shall be reimbursed for all reasonable and receipted out-of-pocket expenses incurred in the performance of their duties, including but not limited to travel, accommodation, and subsistence, in accordance with the Company's Expense Reimbursement Policy.

FURTHER RESOLVED, THAT

4. **Review of Compensation:** The compensation of the Board of Directors shall be reviewed annually by the {{relevant_committee_for_review_of_compensation}} Committee and presented to the Board for approval, to ensure competitiveness and alignment with corporate performance and market practice.

5. **Authority to Implement:** The Company Secretary and/or any authorised director is hereby authorised to take all necessary steps to implement this resolution and to make any filings or disclosures as may be required by law or the Company's Memorandum of Incorporation.

CERTIFICATION

We, the undersigned, being all the Directors of {{company_name}} / a duly authorised representative of the Board of Directors, do hereby certify that the foregoing resolution was duly adopted by the Board of Directors on {{date_of_resolution}} and is in full force and effect as of the date hereof.

This resolution may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature Block

_____________________________

{{chairperson_name}}

Chairperson of the Board

Date: {{signature_date}}

_____________________________

{{company_secretary_name}}

Company Secretary

Date: {{signature_date}}