New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 9 (1))
Provisions to the effect of the following are to be included in the constitution of an approved company:
The constitution may not be altered or added to in a way that is inconsistent with Schedule 5 to the Coal Industry Act 2001 unless and until resolutions approving the alteration or addition have been passed by both Houses of Parliament.
(1) The provisions of the Coal Industry Act 2001 prevail over any inconsistent provision of the constitution.
(2) A reference in the constitution to "the Minister" is a reference to the Minister administering the Coal Industry Act 2001 .
(1) Subject to subclause (3), the constitution operates to displace any replaceable rule applying to the company that is inconsistent with the Coal Industry Act 2001 .
(2) However, the constitution may be modified so as to re-apply any such displaced replaceable rule if resolutions approving the re-application of the rule have been passed:(a) by the company, and(b) by both Houses of Parliament.
(3) Despite any provision of the Coal Industry Act 2001 , the constitution does not operate to displace the replaceable rule contained in section 201K (Alternate directors) of the Corporations Act.
(1) On or before 31 May in each year, the company is to submit a draft annual operating plan in respect of the year commencing on 1 July of that year to the Minister.
(2) The draft plan is to contain:(a) a plan relating to the proposed strategy of the company in exercising its functions in the period to which the plan relates, and(b) such other matters as may be required to be included in the plan by regulations made under the Coal Industry Act 2001 .
(3) The company:(a) is to note any comments on the draft plan that are made by the Minister and communicated to the company within 21 days after the plan was submitted to the Minister, and(b) is to consider whether, in view of any such comments, the plan should be amended before being adopted by the company, and(c) is to deliver a copy of the adopted plan to the Minister before the commencement of the financial year to which it relates.
(4) If the company proposes to amend an adopted annual operating plan, a copy of the plan as proposed to be amended is to be given to the Minister. Subclause (3) applies to such a plan as if the plan were a draft annual operating plan.
(1) The company is to have 7 directors.
(2) The directors are to be persons appointed by the Minister.
(3) Of the 7 directors:(a) 2 are to be appointed from among persons nominated by the CFMEU, and(b) 2 are to be appointed from among persons nominated by the Minerals Council, and(c) 2 are to be appointed from among persons who have relevant expertise and are nominated jointly by the CFMEU and the Minerals Council, and(d) one (who is to be the managing director and Chief Executive Officer of the company) is to be appointed from among persons nominated (subject to subclause (6)) by the other directors.
(4) However, the Minister may appoint, from among persons nominated (subject to subclause (6)) by the other directors, a person to be the Acting Managing Director and Chief Executive Officer of the company for a period commencing on the dissolution date and expiring on:(a) the date that is 6 months after the dissolution date, or(b) the date of the appointment of the managing director and Chief Executive Officer under subclause (3) (d),whichever is the earlier.
(5) If the CFMEU and the Minerals Council are unable to agree on the nomination required under subclause (3) (c), this clause is to be construed (for so long as those bodies are unable to agree) as if it referred (in subclauses (1) and (3)) to 5 directors, rather than 7 directors.
(6) If the directors are unable to agree on the nomination required under subclause (3) (d) or a nomination allowed under subclause (4), the Minister may appoint a further director for the purpose of enabling the relevant nomination to be made by a majority of the directors.
(1) The director appointed under clause 5 (3) (d) is to be appointed as a full-time director.
(2) The other directors are to be appointed as part-time directors, except that:(a) one director appointed under clause 5 (3) (a), or(b) one director appointed under clause 5 (3) (b), or(c) both a director appointed under clause 5 (3) (a) and a director appointed under clause 5 (3) (b),may (but need not) be appointed as a full-time director.
(1) Subject to the Corporations Act and the constitution:(a) a director appointed under clause 5 (3) (a) is appointed for such period (not exceeding 5 years) as is specified by the CFMEU in its nomination under that paragraph, and(b) a director appointed under clause 5 (3) (b) is appointed for such period (not exceeding 5 years) as is specified by the Minerals Council in its nomination under that paragraph, and(c) a director appointed under clause 5 (3) (c) or (d) is appointed for such period (of at least 1 year but not exceeding 5 years) as is specified in the director’s instrument of appointment, and(d) a director appointed under clause 5 (6) is appointed only for so long as is necessary (in each case) for the directors to agree on a nomination for the purposes of clause 5 (3) (d) or (4), as the case may require.
(2) If a period of appointment is not specified in a nomination referred to in clause 5 (3) (a) or (b), the director concerned is appointed for such period (not exceeding 5 years) as is specified in the director’s instrument of appointment.
(3) On the expiry of the period for which a director is appointed, the director is eligible (if otherwise qualified) for re-appointment.
(1) The CFMEU or the Minerals Council may notify the Minister that it withdraws a nomination made by it under clause 5 (3) (a) or (b).
(2) Such a notification:(a) may be given at any time, and(b) must nominate another person (the "new nominee") in place of the person whose nomination is withdrawn (the "prior nominee").
(3) If the prior nominee is a director, the Minister must, on receipt of the notification referred to in subclause (1):(a) revoke the appointment of the prior nominee as director, and(b) appoint the new nominee as a director for the balance of the period for which the prior nominee was appointed.
(4) The prior nominee is removed from the office of director on the revocation of his or her appointment as such.
(5) The new nominee has all the functions as director (including, if relevant, the function of Chairperson) that were functions of the prior nominee.
(1) The Chairperson of Directors for the period of the first 2 years of the company’s existence is to be a director selected by the Minister (subject to subclause (2)) from the directors appointed under clause 5 (3) (a) or (b).
(2) If a director appointed under either of those paragraphs has been appointed as a full-time director, the Chairperson is to be that appointee (or selected from those appointees, as the case may be).
(3) On the expiry of the first 2-year period of the company’s existence, and on the expiry of each subsequent period of 2 years, the Minister is to select and appoint as Chairperson of Directors for the immediately following period of 2 years:(a) if the immediately previous Chairperson was appointed under clause 5 (3) (b)-a director appointed under clause 5 (3) (a), or(b) if the immediately previous Chairperson was appointed under clause 5 (3) (a)-a director appointed under clause 5 (3) (b).
(4) If the Chairperson’s period of appointment as a director is due to expire before the expiry of the period for which the director is appointed as Chairperson, the period for which the director was appointed as a director is taken (subject to clause 8) to be extended until the expiry of the period for which the director is appointed as Chairperson.
(1) If the company exercises both:(a) functions exercised by the Joint Coal Board (being the body corporate constituted in pursuance of the Coal Industry Act 1946 ) before the dissolution of that Board, and(b) functions exercised by the Mines Rescue Board (being the corporation constituted by the Mines Rescue Act 1994 ) before the dissolution of that Board,separate funds are to be maintained in respect of those functions.
(2) Each of those funds is to be credited and debited only in connection with the functions to which it relates.