CONSTITUTION AND PROCEEDINGS OF BOARD
1. Term of office of appointed director
(1) Except as otherwise provided by this Act, an appointed director holds office for such term not exceeding 3 years as is specified in the instrument of his or her appointment, but may from time to time be reappointed.
(2) An appointed director, unless his or her office sooner becomes vacant under clause 2, continues in office until his or her successor comes into office, even if the term for which he or she was appointed may have expired.
2. Resignation, removal, etc. of appointed director
The office of an appointed director becomes vacant if he or she ¾
(a) resigns that office by written notice addressed to the Minister;
(b) is an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth; or
(c) is removed from office by the Minister on the grounds of neglect of duty, misbehaviour, incompetence or mental or physical incapacity impairing the performance of his or her duties and proved to the satisfaction of the Minister.
3. Alternate directors
(1) If an appointed director other than the chairperson is unable to act by reason of sickness, absence or other cause, the Minister may appoint another person to act temporarily in his or her place and, while so acting according to the tenor of his or her appointment, the other person is to be taken to be an appointed director.
(2) If the appointed director appointed under clause 4 (2) is performing the functions of the chairperson, the Minister may, under subclause (1), appoint another person to act as director in the place of that appointed director.
(3) An act or omission of a person acting in place of another under this clause is not to be questioned on the ground that the occasion for his or her appointment or acting had not arisen or had ceased.
(4) The appointment of a person as an alternate director under this clause may be terminated at any time by the Minister.
4. Chairperson and deputy chairperson
(1) The office of chairperson becomes vacant if ¾
(a) the person holding that office resigns it by notice in writing to the Minister;
(b) the person holding that office ceases to be an appointed director; or
(c) the Minister declares that office to be vacant.
(2) During any vacancy in the office of chairperson or while the chairperson is unable to act by reason of sickness, absence or other cause, the other directors shall forthwith appoint one of their number who is an appointed director to perform the functions of the chairperson and the person so appointed has all the functions and attributes of the chairperson during the period in question.
(3) An act or omission of a person appointed under subclause (2) and performing the functions of the chairperson is not to be questioned on the ground that the occasion for his or her appointment had not arisen or had ceased.
(1) The first meeting of the Board is to be convened by the chairperson and, subject to subclause (2), subsequent meetings of the Board are to be held ¾
(a) on at least 4 occasions ¾
(i) in the year beginning on the day on which this clause comes into operation; and
(ii) in each subsequent year;
(b) at such times and places as the Board determines.
(2) A special meeting of the Board may at any time be convened by the chairperson.
(3) The chairperson is to preside at all meetings of the Board at which he or she is present.
(4) If both the chairperson and the person, if any, appointed under subclause 4 (2) are absent from a meeting of the Board, the directors present are to appoint one of their number who is an appointed director to preside at that meeting.
(5) A quorum for a meeting of the Board is a simple majority of the directors.
(6) Questions arising at a meeting of the Board are to be decided by a majority of the votes of the directors present.
(7) If the votes of the directors present at a meeting of the Board and voting on a question are equally divided, the question is lost.
(8) The Board is to cause accurate minutes to be kept of the proceedings at its meetings.
(1) The Board may from time to time appoint committees of ¾
(a) such directors; or
(b) such directors and other persons,
as it thinks fit and may discharge or alter any committee so appointed.
(2) Subject to the directions of the Centre and to the terms of any delegation under section 21, each committee may determine its own procedures.
7. Resolution may be passed without meeting
A resolution in writing signed or assented to by each director by letter, telex or facsimile transmission is as valid and effectual as if it had been passed at a meeting of the Board.
8. Leave of absence
The Board may grant leave of absence to a director on such terms and conditions as the Board thinks fit.
9. Board to determine own procedures
Subject to this Act, the Board is to determine its own procedures.
DUTIES OF DIRECTORS
(1) In this Part ¾
}near relative~, in relation to a director, means spouse, de facto partner, parent or child of the director.
(2) In the application of this Part to members of a committee, references to the Board are to be read as references to the committee.
2. Conflict of interest
(1) Subject to subclause (3), a director who has a direct or indirect pecuniary interest in a proposal before the Board ¾
(a) is to disclose the nature of that interest to the Board as soon as he or she becomes aware of that proposal; and
(b) is not to take part in any deliberation or decision of the Board in respect of that proposal.
(2) Without limiting the generality of subclause (1), a director is to be taken to have a direct or indirect pecuniary interest in a proposal for the purposes of that subclause if his or her near relative has such an interest.
(3) Disclosure is not required under subclause (1) in respect of an interest that ¾
(a) arises because the director concerned or his or her near relative has a shareholding (not being a substantial holding within the meaning of the Corporations Act 2001 of the Commonwealth) in a public company as defined by that Act; and
(b) is shared in common with the other shareholders in the public company referred to in paragraph (a).
(4) A disclosure made under this clause is to be recorded in the minutes of the Board.
(5) If a director discloses his or her interest in a proposal under this clause, or his or her interest in a proposal is not such as need be disclosed under this clause, a transaction resulting from the proposal is not liable to be avoided on any ground arising from the fiduciary relationship between the director and the Centre.
3. General duties of directors
(1) A director is at all times required to act honestly and diligently in performing his or her functions under this Act.
(2) A director is not to disclose any information acquired by virtue of the performance of any function of the director unless the disclosure is made ¾
(a) under a legal duty or in connection with the carrying out of this Act; or
(b) for the purposes of any proceedings arising out of this Act or any report of such proceedings.
(3) A director is not to make use of any information acquired by virtue of the performance of his or her functions to gain directly or indirectly an improper advantage for himself or herself or to cause detriment to the Centre.
(4) This clause is in addition to, and not in derogation of, the provisions of section 32.
4. Sanctions for breach of clauses 2 and 3
A director who commits a breach of any provision of clause 2 or 3 ¾
(a) is liable to the Centre for any profit made by him or her or for any damage suffered by the Centre as a result of the breach of that provision; and
(b) commits an offence against this Act and is liable to a fine of $5 000.
5. Court may grant relief to director
(1) If, in any civil proceedings against a director for a breach of any provision of clause 2 or 3, it appears to the court before which those proceedings are brought that the director ¾
(a) is or may be liable in respect of that breach; but
(b) has acted honestly and that, having regard to all the circumstances of the case, the director ought fairly to be excused for that breach,
that court may relieve the director either wholly or partly from liability on such terms as that court thinks fit.
(2) A director who has reason to believe that any claim will or might be made against the director in respect of any breach referred to in subclause (1) may apply to the Supreme Court for relief, and the Supreme Court has the same power to relieve the director as it would have had under subclause (1) if it had been a court before which civil proceedings had been brought against the director for that breach.
(3) When a case to which subclause (1) applies is being tried by a judge with a jury, the judge after hearing the evidence may, if he or she is satisfied that the defendant ought under that subclause to be relieved either wholly or partly from the liability sought to be enforced against the defendant, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms concerning costs or otherwise as the judge thinks proper.
The provisions of this Part are in addition to and not in derogation of any other law relating to the duty or liability of the holder of a public office.
[Schedule 1 amended by No. 10 of 2001 s.155; No. 3 of 2002 s.59.]