Commonwealth Consolidated Legislation

CORPORATIONS LAW - SECT 60

(1)

Subject to subsection (2), a reference to a director, in relation to a body, includes a reference to:

(a)

a person occupying or acting in the position of director of the body, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position;

(b)

a person in accordance with whose directions or instructions the directors of the body are accustomed to act;

(c)

in the case of a body incorporated or formed outside Australia:

(i)

a member of the body's board;

(ii)

a person occupying or acting in the position of member of the body's board, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position; and

(iii)

a person in accordance with whose directions or instructions the members of the body's board are accustomed to act.

(2)

A person shall not be regarded as a person in accordance with whose directions or instructions:

(a)

a body's directors; or

(b)

the members of the board of a body incorporated or formed outside Australia;

are accustomed to act merely because the directors or members act on advice given by the person in the proper performance of the functions attaching to the person's professional capacity or to the person's business relationship with the directors or the members of the board, or with the body.

(3)

For the purposes of subsection (1), if there are no positions of director (by whatever name called) in relation to a body, the reference in paragraph (1)(a) to a position of director of the body is a reference to a position the holder of which has control, or shares control, over the general conduct of the affairs of the body.