New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 15)
In this Schedule:
"appointed director" means a director of the Board other than the
Chief Executive Officer.
"Board" means the Board of Directors.
"director" means any director of the Board.
(1) Of the appointed directors, 2 are (in and by their respective instruments of appointment or in and by other instruments executed by the Governor) to be appointed as Chairperson and Deputy Chairperson of the Board respectively.
(2) The Governor may at any time remove an appointed director from the office of Chairperson or Deputy Chairperson.
(3) A director holding the office of Chairperson or Deputy Chairperson vacates that office if the person:(a) is removed from that office by the Governor, or(b) resigns that office by instrument in writing addressed to the Minister, or(c) ceases to be a director.
(1) The Minister may, from time to time, appoint a person to be the deputy of an appointed director, and the Minister may revoke any such appointment.
(2) In the absence of an appointed director, the director’s deputy:(a) may, if available, 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.
(3) A person while acting in the place of an appointed director is entitled to be paid such remuneration (including travelling and subsistence allowances) as the Minister may from time to time determine in respect of the person.
(4) For the purposes of this clause, a vacancy in the office of a director is taken to be an absence of the director.
Subject to this Schedule, an appointed director holds office for such period (not exceeding 3 years) as is specified in the director’s instrument of appointment, but is eligible (if otherwise qualified) for re-appointment.
An appointed director is entitled to be paid such remuneration (including travelling and subsistence allowances) as the Minister may from time to time determine in respect of the director.
(1) The office of an appointed director becomes vacant if the director:(a) dies, or(b) completes a term of office and is not re-appointed, or(c) resigns the office by instrument in writing addressed to the Minister, or(d) is removed from office by the Governor under this clause or Part 8 of the Public Sector Management Act 1988 , 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 expiration 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 penal servitude or 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 may at any time remove an appointed director from office.
(3) Without limiting subclause (2), an appointed director may be removed from office under that subclause for a contravention of clause 7.
(1) If:(a) a director has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of the Board, and(b) the interest appears to raise a conflict with the proper performance of the director’s duties in relation to the consideration of the matter,the director must, as soon as possible 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 by a director at a meeting of the Board that the director:(a) is a member, or is in the employment, of a specified company or other body, or(b) is a partner, or is in the employment, of a specified person, or(c) has some other specified interest relating to a specified company or other body or to a specified person,is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1).
(3) Particulars of any disclosure made under this clause must be recorded by the Board in a book kept for the purpose and that book must be open at all reasonable hours to inspection by any person on payment of the fee determined by the Board.
(4) After a director has disclosed the nature of an interest in any matter, the director must not, unless the Minister or the Board otherwise determines:(a) be present during any deliberation of the Board with respect to the matter, or(b) take part in any decision of the Board with respect to the matter.
(5) For the purposes of the making of a determination by the Board under subclause (4), a director who has a direct or indirect pecuniary interest in a matter to which the disclosure relates must 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.
(6) A contravention of this clause does not invalidate any decision of the Board.
If the office of an appointed director becomes vacant, a person is, subject to this Act, to be appointed to fill the vacancy.
(1) Part 2 of the Public Sector Management Act 1988 does not apply to or in respect of the appointment of an appointed director.
(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 an appointed director or from accepting and retaining any remuneration payable to the person under this Act as such a director.
The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is, subject to this Act and the regulations, to be as determined by the Board.
The quorum for a meeting of the Board is 5 directors.
(1) The Chairperson of the Board or (in the absence of the Chairperson) the Deputy Chairperson is to preside at a meeting of the Board.
(2) In the absence of both the Chairperson and the Deputy Chairperson at a meeting of the Board, another director chosen by the directors present at the meeting is to preside at the meeting.
(3) The person presiding at a meeting of the Board has a deliberative vote and, in the event of an equality of votes, has a second or casting vote.
A decision supported by a majority of the votes cast at a meeting of the Board at which a quorum is present is the decision of the Board.
(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, and a resolution in writing approved in writing by a majority of those directors 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 each 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, to be recorded in the minutes of the meetings of the Board.
(5) Papers may be circulated among the directors for the purposes of subclause (1) by facsimile or other transmission of the information in the papers concerned.
(1) The Board may establish committees to assist it in connection with the exercise of any of its functions.
(2) It does not matter that any or all of the members of a committee are not directors of the Board.
(3) The procedure for the calling of meetings of a committee and for the conduct of business at those meetings is to be as determined by the Board or (subject to any determination of the Board) by the committee.
The Minister is to call the first meeting of the Board in such manner as the Minister thinks fit.