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Authorised Signatories Board Resolution - FCM Bank

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<strong>Board</strong> <strong>Resolution</strong>To: <strong>FCM</strong> <strong>Bank</strong> LimitedCERTIFIED COPY OF RESOLUTION passed at a Meeting of the <strong>Board</strong> of Directors of (the “Company”),duly convened (at which a quorum was acting throughout) on the day of .APPOINTMENT OF AUTHORISED PERSONSA. RESOLVED that the directors/authorised persons specified in the Appendix hereto and actingaccording to the signing mandate indicated therein be and are hereby authorised on behalf of theCompany (please refer to the Appendix hereto for the authorised persons and signing conditions):iOpen and Close AccountsTo approve and open with <strong>FCM</strong> <strong>Bank</strong> Limited (<strong>FCM</strong>) any number of accounts (the “Accounts”),now or at any time hereafter, of the types and currency(ies) specified in the account openingform for and on behalf of the Company subject to and in accordance with the terms andconditions governing such accounts, as amended from time to time by <strong>FCM</strong>, and to execute anyand all documents in connection therewith or incidental thereto, including any amendmentthereto and to give instructions to close any Accounts;ii. Apply for Account and <strong>Bank</strong>ing ServicesTo apply for any service (the “Services”) mentioned below and provide related instructions:• electronic services• remittance and payment services• trade (B2B) related services• any other services or transactionsin respect of or in connection with any account opened by the Company with <strong>FCM</strong> from time totime (whether opened before or after the date of this resolution) including, without limitation,the relevant Accounts and <strong>FCM</strong> shall be authorised to act on and accept as duly signed for theCompany any application (“Services Application”) (subject to and in accordance with <strong>FCM</strong>’s termsand conditions set out in such application) and all other documents requested by <strong>FCM</strong> inconnection with or incidental to the transaction or provision of such services (including but notlimited to the operation of accounts in any manner, other than by original written signature, byfacsimile transmission, electronic means or otherwise and the use of telephones, computerterminals or other means) and in this connection to deliver to <strong>FCM</strong>, on behalf of the Company,guarantees or indemnities or any other security in form and substance acceptable to the <strong>Bank</strong>, ifthe same are signed by the directors/authorised persons specified in the Appendix hereto andacting according to the signing mandate indicated therein provided always that, if <strong>FCM</strong> receivesany instructions which appear to <strong>FCM</strong> to be ambiguous or conflicting, <strong>FCM</strong> may choose not to actupon them (even if it would result in any loss, without <strong>FCM</strong> being liable in any way) until <strong>FCM</strong>receives clear and definitive instructions from the Company.iii. Appointment of <strong>Authorised</strong> Users of the respective ServicesTo appoint, certify and confirm to <strong>FCM</strong> in the respective Services Applications or any letter ofinstruction the names of the person(s) (whether from the Company or otherwise), theirparticulars and the offices respectively held by them, together with specimens of their signatureswho are appointed as the <strong>Authorised</strong> Users of the respective Services subject to the terms andconditions governing such Services and <strong>FCM</strong> shall be authorised to act on and accept anyinstructions given, and transactions entered into by any of the <strong>Authorised</strong> Users for and in


<strong>Board</strong> <strong>Resolution</strong>connection with such Service(s), subject to and in accordance with the <strong>FCM</strong>’s terms andconditions governing such Services, by original written signature, by facsimile transmission,electronic means or otherwise and the use of telephones, computer terminals or other meanswhich the <strong>Bank</strong> may permit for such Service(s) and all such instructions and transactions shall bedeemed to be binding and conclusive on the Company.iv. Appointment of <strong>Authorised</strong> <strong>Signatories</strong>To appoint, certify and confirm to the <strong>Bank</strong> the names of the person(s) of the Company who areappointed as the <strong>Authorised</strong> <strong>Signatories</strong> of any accounts opened by the Company with <strong>FCM</strong> fromtime to time (whether opened before or after the date of this resolution) including, withoutlimitation, the relevant Accounts and/or Services in the respective Account Applications subjectto the terms and conditions governing such accounts and the offices respectively held by the<strong>Authorised</strong> <strong>Signatories</strong>, together with specimens of their signatures.v. Verification of specimen signatures, notification of change in authorised personsTo appoint, certify and confirm to <strong>FCM</strong> the names of the directors/authorised persons specifiedin the Appendix hereto, the <strong>Authorised</strong> Users referred to in Clause A(iii) and the <strong>Authorised</strong><strong>Signatories</strong> referred to in Clauses A(iv) and (B) (collectively, the “<strong>Authorised</strong> Persons”) and theoffices respectively held by them, together with specimens of their signatures, and in case of anyfuture change of any of the <strong>Authorised</strong> Persons the fact of such change and the names of anynew or replacement <strong>Authorised</strong> Person(s) (the “New <strong>Authorised</strong> Person(s)”) and the officesrespectively held by them, together with specimens of their signatures; and <strong>FCM</strong> be, and herebyis, authorised to honour any instrument signed by any New <strong>Authorised</strong> Persons in respect ofwhom it has received any such certificate or certificates with the same force and effect as if saidperson or persons were named in the foregoing resolution in addition to or in the place of anyperson or persons who is/are deleted from the list of the <strong>Authorised</strong> Persons certified in theAppendix hereto or any of the Account;APPOINTMENT OF AUTHORISED SIGNATORIESB. RESOLVED that the person(s) who is/are appointed as the <strong>Authorised</strong> <strong>Signatories</strong> in accordancewith and pursuant to Clause A(iv) above and acting according to the signing mandate indicated inthe respective Account Applications be and are hereby authorised to draw, sign, endorse, acceptor make for or on behalf of the Company all cheques, bills of exchange, orders to pay and anyother instruments (even if, where permitted by the <strong>Bank</strong> the relevant account is or will becomeoverdrawn) in respect of or in connection with the relevant account opened by the Company with<strong>FCM</strong> from time to time (whether opened before or after the date of this resolution) including,without limitation, such Account even though the payment is for the benefit of any director,employee, authorised signatory or individual order of any signing person without <strong>FCM</strong> having toenquire into the circumstances or being liable in any way in respect of such payment and <strong>FCM</strong> beand is authorised to honour any such cheques, bills of exchange, orders to pay and any otherinstruments, accept and credit to the account of the Company all monies deposited with or owingby the <strong>Bank</strong> on any account or accounts at any time or times kept or to be kept in the name ofthe Company and the amount of all cheques, bills, other negotiable instruments, orders orreceipts.USE OF COMPANY SEALC. RESOLVED, that if any agreement, instrument or other document is required to be executedunder the Common Seal of the Company, be and is hereby given for the affixing of the CommonSeal thereto, in accordance with the Articles of Association of the Company.


<strong>Board</strong> <strong>Resolution</strong>CERTIFICATION AND COMMUNICATION OF RESOLUTIONSD. RESOLVEDi. That a copy of any resolution of the <strong>Board</strong> of Directors if purporting to be certified as correct byany two Directors of the Company or by a Director and the Company Secretary be, as between theCompany and <strong>FCM</strong>, conclusive evidence of the passing of the resolution so certified; andii. That this resolution be communicated to <strong>FCM</strong> and remain in force until notice in writing be givento <strong>FCM</strong> by any two Directors of the Company or by a Director and the Company Secretary and thatuntil such notice in writing is actually received, <strong>FCM</strong> shall be indemnified and kept harmless from anyloss suffered or liability incurred by it in continuing to act in pursuance of this resolution.We, and, ,as Director(s)/ Company Secretary hereby certify that the foregoing resolutions (a) have been dulyentered in the minute book and signed by the Chairman, (b) are still in force, (c) do not exceed theobjects or powers of the Company or the powers of the directors to enter into them.We further certify that the present officers of the Company and persons authorised as aforesaid andthe job titles respectively held by them and their respective signatures are as shown in the Appendix.Dated .Name:Name:DirectorDirector/ Company Secretary


<strong>Board</strong> <strong>Resolution</strong>APPENDIXCompany<strong>Resolution</strong> passed at meeting of the <strong>Board</strong> of Directors onAny * Director(s) of the Company or any __* of the following person(s) are authorised toopen and close Accounts, apply for account and banking services, create security and appoint andcertify authorised users and persons for or on behalf of the Company subject to and in accordancewith the resolutions to which this list is attached. *Please fill in the numbers accordingly.Name:ID/Passport No.Personal DetailsSignature (Please sign within the box)Designation/Title:Name:ID/Passport No.Designation/Title:Name:ID/Passport No.Designation/Title:Name:ID/Passport No.Designation/Title:Name:ID/Passport No.Designation/Title:Name:ID/Passport No.Designation/Title:


<strong>Board</strong> <strong>Resolution</strong>Political Exposure (tick appropriate box)No member, director, signatory, beneficial owner or person vested with control of thecompany or any related family member or close associate of such person is a politicallyexposed person (PEP)*.The below mentioned person/s is/are Politically Exposed Person/s, or is/are relatedfamily members or close associates of such persons.Name Political Exposure DesignationI, the Company Secretary of herebycertify that the above is a list of the current Directors/<strong>Authorised</strong> <strong>Signatories</strong> of the Company asreferred to in the <strong>Board</strong> <strong>Resolution</strong> datedtogether with their respective specimensignatures. I undertake to notify <strong>FCM</strong> in writing in the event of any changes to the above as long asthe Company has an account with <strong>FCM</strong>, and until the receipt of such notification, <strong>FCM</strong> is entitled torely on the above.Name:Name:DirectorDirector/ Company Secretary* A politically exposed person (PEP) means a person occupying a prominent public function (eg Head of state, members of parliament, membersof the judiciary etc.), immediate family members and close associates of such persons.

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