Model board resolution on independent professional advice

The FRC Guidance on Board Effectiveness states in paragraph 83 that: “It is the responsibility of the company secretary to ensure that directors, especially non-executive directors, have access to independent professional advice at the company’s expense where they judge it necessary to discharge their responsibilities as directors of the company. Committees should be provided with sufficient resources to undertake their duties.”

The model resolution in this guidance suggests wording that will help boards to give effect to this important principle.

This guidance has been created for CGIUKI members who provide company secretarial services but will also be useful to people working in governance roles in other sectors.

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