Appendix 4. Sample Board of Directors Resolution

To Members of the Committee on Compliance and Audit:


For Meeting on: [DATE]


The Committee on Compliance and Audit recommends to the Board that, following a presentation in the Committee regarding the proposed ethics and compliance program by the Corporate Compliance Officer, the Board approves the following resolution:

WHEREAS the Board made the decision on [DATE] to establish a corporate compliance program and established the new position of Corporate Compliance Officer, an officer of the corporation, by amending the Bylaws and Standing Orders accordingly; and

WHEREAS, The President/CEO strongly endorses and recommends that the Corporate Compliance Officer have a robust ethics and compliance program, and

WHEREAS the Corporate Compliance Officer assumed the position in [MONTH, YEAR] and has developed the proposed program and structure for an effective ethics and compliance program for; and

WHEREAS voluntary adoption of such a program is considered a best business practice that will serve to enhance the public trust and meet expectations of the Board and external stakeholders by demonstrating the Board’s commitment to good stewardship of resources; and

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