STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 8
STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 8
SCHEDULE 8 – Constitution and procedure of boards of statutory SOCs
1 Application of this Schedule
(1) This Schedule applies in relation to the board of each statutory SOC (referred to in this Schedule as the board and the SOC respectively).
(2) This Schedule applies only to the extent that the constitution of the SOC do not make provision for any matter dealt with in this Schedule. However, the constitution cannot override clause 5 or 7.
2 Chairperson
(1) Of the directors of the SOC, one is (in and by the director's instrument of appointment as director or in and by another instrument executed by the voting shareholders) to be appointed as Chairperson of the board.
(2) The voting shareholders may remove a director from the office of Chairperson of the SOC at any time for any or no reason and without notice.
(3) A person who is a director and Chairperson of the SOC vacates office as Chairperson in the circumstances set out in the constitution of the SOC or if the person--(a) is removed from that office by the voting shareholders, or(b) resigns that office by letter addressed to the voting shareholders, or(c) ceases to be a director of the SOC.
3 Deputies
(1) The voting shareholders may, from time to time, appoint a person to be the deputy of a director of the SOC, and the voting shareholders may revoke any such appointment.
(2) In the absence of a director of the SOC, the director's deputy--(a) is, if available, to act in the place of the director, and(b) while so acting, has all the functions of the director and is taken to be a director of the SOC.
(3) The deputy of a director of the SOC who is Chairperson of the board does not have the director's functions as Chairperson, unless the constitution of the SOC provide for this to happen.
(4) A person while acting in the place of a director of the SOC is entitled to be paid such remuneration (including travelling and subsistence allowances) as the voting shareholders may from time to time determine in respect of the person.
5 Term of office of directors
Subject to this Schedule, a director of the SOC holds office for such period (not exceeding 5 years) as may be specified in the director's instrument of appointment.
6 Remuneration
A director of the SOC is entitled to be paid such remuneration (including travelling and subsistence allowances) as the voting shareholders may from time to time determine.
7 Vacancy in office of director
(1) The office of a director of a SOC becomes vacant in the circumstances set out in the constitution of the SOC or if the director--(a) dies, or(b) completes a term of office and is not re-appointed, or(c) resigns the office by letter addressed to the voting shareholders, or(d) is removed from office by the Governor under this clause or under Part 6 of the Government Sector Employment Act 2013 , or(e) is absent from 4 consecutive meetings of the board of which reasonable notice has been given to the director personally or in the ordinary course of post, except on leave granted by the board or unless, before the end of 4 weeks after the last of those meetings, the director is excused by the board for having been absent from those meetings, or(f) becomes bankrupt, applies to take the benefit of any 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, or(g) becomes a mentally incapacitated person, or(h) is convicted in New South Wales of an offence that is punishable by imprisonment for 12 months or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable.
(2) The Governor, on the recommendation of the voting shareholders, may remove a director of the SOC from office at any time for any or no reason and without notice.
8 Filling of vacancy
If the office of a director of the SOC becomes vacant, a person is, subject to this Act and the constitution of the SOC, to be appointed to fill the vacancy.
9 Effect of certain other Acts
(1) The provisions of the Government Sector Employment Act 2013 relating to the employment of Public Service employees do not apply to a director of the SOC.
(2) If by or under any Act provision is made--(a) requiring a person who is the holder of a specified office to devote the whole of his or her time to the duties of that office, or(b) prohibiting the person from engaging in employment outside the duties of that office,the provision does not operate to disqualify the person from holding that office and also the office of a director or from accepting any remuneration payable to the person under this Act as such a director.
10 General procedure
The procedure for the calling of meetings of the board and for the conduct of business at those meetings is, subject to this Act, the regulations and the constitution of the SOC, to be as determined by the board.
11 Quorum
The quorum for a meeting of the board is, subject to the constitution of the SOC, a majority of the directors for the time being.
12 Presiding director
(1) The Chairperson of the board or, in the absence of the Chairperson, another director elected to chair the meeting by the directors present is (subject to the constitution of the SOC) to preside at a meeting of the board.
(2) The person presiding at any meeting of the board has (subject to the constitution of the SOC) a deliberative vote and, in the event of an equality of votes, has a second or casting vote.
13 Voting
A decision supported by a majority of the votes cast at a meeting of the board at which a quorum is present is (subject to the constitution of the SOC) the decision of the board.
14 Transaction of business otherwise than at ordinary meetings
(1) The board may, if it thinks fit, transact any of its business by the circulation of papers among all the directors of the board for the time being. A resolution approved in writing by a majority of those members is taken to be a decision of the board.
(2) The board may, if it thinks fit, transact any of its business at a meeting at which directors (or some directors) participate by telephone, closed circuit television or other means, but only if any director who speaks on a matter before the meeting can be heard by the other directors.
(3) For the purposes of--(a) the approval of a resolution under subclause (1), or(b) a meeting held in accordance with subclause (2),the Chairperson and director have the same voting rights as they have at an ordinary meeting of the board.
(4) A resolution approved under subclause (1) is, subject to the regulations and the constitution of the SOC, to be recorded in the minutes of the board.
(5) Papers may be circulated among directors for the purposes of subclause (1) by fax or other transmission of the information in the papers concerned.
15 First meeting
The voting shareholders may call the first meeting of the board in such manner as they think fit.