Commonwealth Numbered Acts

POSTAL SERVICES AMENDMENT ACT 1988 No. 126, 1988 - SECT 10

10. Part IV of the Principal Act is repealed and the following Part is
substituted:
                     "PART IV-DIRECTORS OF THE CORPORATION


"Division 1-Board of Directors Establishment

"24. There shall be a Board of Directors of the Corporation. Role

"25. (1) It is the role of the Board to determine the policies to be pursued
by the Corporation.

"(2) In carrying out its role, the Board shall ensure the proper and efficient
performance of the Corporation's functions and duties. Directions to Board

"26. (1) Subject to subsection (2), the Minister may, after consultation with
the Board, give to the Board such written directions in relation to the
performance of the Corporation's functions, and the exercise of the
Corporation's powers, as appear to the Minister to be necessary in the public
interest.

"(2) The Minister shall not give a direction under subsection (1) in relation
to rates of postage or fees referred to in section 18.

"(3) Where the Minister gives a direction under subsection (1), the Minister
shall cause a copy of the direction to be laid before each House of the
Parliament within 15 sitting days of that House after giving the direction.
Constitution

"27. The Board consists of:

   (a)  the Chairperson;

   (b)  the Deputy Chairperson;

   (c)  the Managing Director; and

   (d)  not more than 6 other directors. Meetings etc.

"28. (1) Subject to subsection (2), meetings of the Board shall be held at
such times and places as the Board, from time to time, determines.

"(2) The Chairperson:

   (a)  may at any time convene a meeting; and

   (b)  shall convene a meeting when requested by at least the required
        minimum number of directors.

"(3) The Chairperson shall preside at all meetings at which the Chairperson is
present.

"(4) If the Chairperson and Deputy Chairperson are not present at a meeting,
the directors present shall appoint one of their number to preside.

"(5) At a meeting of the Board:

   (a)  subject to subsection (6), the required minimum number of directors
        constitute a quorum;

   (b)  a question shall be decided by a majority of the votes of the
        directors present and voting; and

   (c)  the director presiding has a deliberative vote and, in the event of an
        equality of votes, also has a casting vote.

"(6) Where, because of subsection 29 (2), a director is not present at a
meeting of the Board during a deliberation of the Board in relation to a
matter, but there would be a quorum if the director were present, the
remaining directors present constitute a quorum for the purpose of any
deliberation or decision of the Board at the meeting in relation to the
matter.

"(7) Where at least the required minimum number of directors sign a document
containing a statement that they are in favour of a resolution in terms set
out in the document, a resolution in those terms shall be taken to have been
passed at a meeting of the Board held on the day on which the document is
signed or, if the directors do not sign it on the same day, on the day on
which the last director signs the document.

"(8) Where a resolution is, under subsection (7), taken to have been passed at
a meeting of the Board, each director shall immediately be advised of the
matter and given a copy of the terms of the resolution.

"(9) For the purposes of subsection (7), 2 or more separate documents
containing a statement in identical terms, each of which is signed by one or
more directors, shall be taken to constitute one document.

"(10) The Board may, subject to this section and section 29, regulate its
proceedings as it considers appropriate.

"(11) Without limiting subsection (10), the Board may permit directors to
participate in a particular meeting, or all meetings, by:

   (a)  telephone;

   (b)  closed-circuit television; or

   (c)  any other means of communication.

"(12) A director who participates in a meeting of the Board under a permission
under subsection (11) shall be taken to be present at the meeting.

"(13) The Board shall keep minutes of its proceedings.

"(14) Without limiting subsection (10), the Board may invite a person to
attend a meeting for the purpose of advising or informing it on any matter.

"(15) In this section:
'the required minimum number of directors' means:

   (a)  if there are 9 directors-5 directors; and

   (b)  in any other case-4 directors. Disclosure of interests

"29. (1) Where:

   (a)  a director has a direct or indirect pecuniary interest in a matter
        being considered, or about to be considered, by the Board; and

   (b)  the interest could conflict with the proper performance of the
        director's duties in relation to the consideration of the matter; the
        director shall, as soon as practicable after the relevant facts have
        come to the director's knowledge, disclose the nature of the interest
        at a meeting of the Board.

"(2) A disclosure under subsection (1) shall be recorded in the minutes of the
meeting and, unless the Minister or the Board otherwise determines, the
director shall not:

   (a)  be present during any deliberation of the Board in relation to the
        matter; or

   (b)  take part in any decision of the Board in relation to the matter.

"(3) For the purpose of the making of a determination by the Board under
subsection (2) in relation to a director who has made a disclosure under
subsection (1), a director who has a direct or indirect pecuniary interest in
the matter to which the disclosure relates shall not:

   (a)  be present during any deliberation of the Board for the purpose of
        making the determination; or

   (b)  take part in the making by the Board of the determination.

"(4) Subsection (1) does not apply in relation to a matter relating to the
provision of goods or services by the Corporation for the director if the
goods or services are, or are to be, available to members of the public on the
same terms and conditions. Delegation of Board's powers

"30. (1) The Board may, by resolution, delegate all or any of its powers
(other than its powers under section 10D and Division 4) to a director.

"(2) The delegate is, in the exercise of a delegated power, subject to the
directions of the Board.

"(3) A delegation of a power under subsection (1):

   (a)  may be revoked by resolution of the Board (whether or not constituted
        by the persons who constituted the Board when the power was
        delegated); and

   (b)  continues in force in spite of a change in the membership of the
        Board.

"(4) A certificate signed by the Chairperson stating any matter in relation to
a delegation of a power under subsection (1) is prima facie evidence of the
matter.

"(5) A document purporting to be a certificate under subsection (4) shall,
unless the contrary is established, be taken to be such a certificate and to
have been properly given.
                         "Division 2-Managing Director
Managing Director

"31. There shall be a Managing Director of the Corporation. Duties

"32. (1) The Managing Director shall, under the Board, manage the Corporation.

"(2) All acts and things done in the name of, or on behalf of, the Corporation
by the Managing Director shall be taken to have been done by the Corporation.

"Division 3-Provisions relating to directors other than Managing Director
Application of Division

"33. This Division applies in relation to the directors other than the
Managing Director. Appointment of directors

"34. (1) The directors shall be appointed by the Governor-General.

"(2) In appointing a person as a director, the Governor-General shall have
regard to the need to ensure that the directors collectively possess an
appropriate balance of expertise, and, in particular, that the directors
include a person who the Governor-General, having regard to consultations
between the Minister and representatives of industrial organisations
representing employees, is satisfied has an appropriate understanding of the
interests of employees.

"(3) The appointment of a person as a director is not invalid merely because
of a defect or irregularity in relation to the appointment. Term of
appointment

"35. A director:

   (a)  shall be appointed with effect from the day specified in the
        instrument of appointment; and

   (b)  holds office, subject to this Act:

        (i)    in the case of a director other than a government director-for
               such term (not longer than 5 years) as is specified in the
               instrument of appointment; and

        (ii)   in the case of a government director-during the
               Governor-General's pleasure. Directors hold office on part time
               basis

"36. Directors hold office on a part time basis. Remuneration and allowances

"36A. (1) A director shall be paid such remuneration as is determined by the
Remuneration Tribunal.

"(2) If no determination of that remuneration by the Tribunal is in operation,
the director shall be paid such remuneration as is prescribed.

"(3) A director shall be paid such allowances as are prescribed.

"(4) This section has effect subject to the Remuneration Tribunals Act 1973.
Leave of absence

"36B. The Board may grant leave of absence to a director on such terms and
conditions as the Board considers appropriate. Resignation

"36C. A director may resign by writing signed and delivered to the
Governor-General. Termination of appointment

"36D. (1) The Governor-General may terminate the appointment of a director for
misbehaviour or physical or mental incapacity.

"(2) If a director:

   (a)  becomes bankrupt, applies to take the benefit of a law for the relief
        of bankrupt or insolvent debtors, compounds with his or her creditors
        or makes an assignment of his or her remuneration for their benefit;

   (b)  without reasonable excuse, contravenes section 29; or

   (c)  is absent, without the Board's leave and without reasonable excuse,
        from 3 consecutive meetings of the Board; the Governor-General shall
        terminate the director's appointment.

"(3) Where:

   (a)  the Minister is of the opinion that the performance of the Board or
        the Corporation has been unsatisfactory for a significant period of
        time; and

   (b)  the Minister proposes that the appointment of all directors or
        specified directors be terminated; the Governor-General shall
        terminate the appointment of all directors or the specified directors,
        as the case may be.

"(4) Where:

   (a)  the Minister is of the opinion that the performance of a particular
        director has been unsatisfactory for a significant period of time; and

   (b)  the Minister proposes that the appointment of the director be
        terminated; the Governor-General shall terminate the appointment of
        the director.

"(5) If a person who is a government director ceases to be an officer of the
Australian Public Service, the person ceases to be a director.

"(6) Subsections (1), (2), (3) and (4) do not apply in relation to a
government director. Terms and conditions of appointment not provided for by
Act

"36E. A director holds office on such terms and conditions (if any) in
relation to matters not provided for by this Act as are determined by the
Minister in writing. Deputy Chairperson

"36F. (1) When:

   (a)  the office of Chairperson is vacant (whether or not an appointment has
        previously been made to the office); or

   (b)  the Chairperson is absent from Australia or is, for any reason, unable
        to attend meetings of the Board or otherwise unable to perform the
        duties of the office; the Deputy Chairperson shall act as Chairperson.

"(2) While the Deputy Chairperson is acting as Chairperson, the Deputy
Chairperson has and may exercise all the powers, and shall perform all the
functions and duties, of the Chairperson.

"(3) Anything done by or in relation to the Deputy Chairperson while the
Deputy Chairperson is purporting to act as Chairperson is not invalid merely
because the occasion for the Deputy Chairperson to act as Chairperson had not
arisen or had ceased. Acting appointments

"36G. (1) The Minister may appoint a director to act as Deputy Chairperson:

   (a)  during a vacancy in the office of Deputy Chairperson (whether or not
        an appointment has previously been made to the office); or

   (b)  during any period, or during all periods, when the Deputy Chairperson
        is acting as Chairperson or is unable, for any reason, to attend
        meetings of the Board.

"(2) The Minister may appoint a person to act as a director referred to in
paragraph 27 (d):

   (a)  during a vacancy in the office of such a director (whether or not an
        appointment has previously been made to the office); or

   (b)  during any period, or during all periods, when such a director is
        acting as Deputy Chairperson or is unable, for any reason, to attend
        meetings of the Board.

"(3) Anything done by or in relation to a person purporting to act under this
section is not invalid merely because:

   (a)  the occasion for the appointment had not arisen;

   (b)  there was a defect or irregularity in relation to the appointment;

   (c)  the appointment had ceased to have effect; or

   (d)  the occasion to act had not arisen or had ceased.
             "Division 4-Provisions relating to Managing Director
Appointment

"36H. (1) The Managing Director shall be appointed by the Minister after the
Minister has received a recommendation from the Board.

"(2) The Minister shall not appoint the Chairperson, the Deputy Chairperson or
a director referred to in paragraph 27 (d) as Managing Director.

"(3) The appointment of a person as Managing Director is not invalid merely
because of a defect or irregularity in relation to the appointment. Managing
Director to hold office during Board's pleasure etc.

"36J. The Managing Director:

   (a)  shall be appointed with effect from the day specified in the
        instrument of appointment; and

   (b)  holds office during the Board's pleasure. Managing Director holds
        office on full time basis

"36K. The Managing Director holds office on a full time basis. Terms and
conditions of appointment not provided for by Act

"36L. The Managing Director holds office on such terms and conditions
(including terms and conditions relating to remuneration and allowances) in
relation to matters not provided for by this Act as are determined by the
Board. Disclosure of interests

"36M. The Managing Director shall give written notice to the Chairperson of
all direct and indirect pecuniary interests that the Managing Director has or
acquires in any business or in any body corporate carrying on any business.
Acting Managing Director

"36N. (1) The Minister may appoint a director or another person to act as
Managing Director during a vacancy in the office of Managing Director (whether
or not an appointment has previously been made to the office).

"(2) The Board may appoint a director or another person to act as Managing
Director during any period, or during all periods, when the Managing Director
is absent from duty or Australia or is, for any other reason, unable to
perform the duties of the office.

"(3) Anything done by or in relation to a person purporting to act as Managing
Director is not invalid merely because:

   (a)  the occasion for the appointment had not arisen;

   (b)  there was a defect or irregularity in relation to the appointment;

   (c)  the appointment had ceased to have effect; or

   (d)  the occasion for the person to act had not arisen or had ceased.".