Victorian Consolidated Legislation

Public Administration Act 2004 - SECT 89

Power to remove or suspend directors

89. Power to remove or suspend directors



(1) Without limiting section 41 of the Interpretation of Legislation Act 1984
or any power or duty conferred or imposed by or under any other Act or law,
the person who has power to appoint a director of a public entity to the
office of director has power-

   (a)  to remove the director from office; and

   (b)  to suspend the director from office for a period not exceeding one
        month-

if he or she believes that the director has contravened a code of conduct that
is applicable to him or her or a duty or obligation otherwise imposed on him
or her by or under this Act.

(2) A suspension imposed under the power conferred by subsection (1) cannot be
extended or renewed.





(3) A suspended director is, by force of this subsection, restored to office
at the end of the period of suspension unless he or she is removed from office
within that period.

(4) Subject to subsection (5), in exercising a power conferred by subsection
(1) to remove a director from office, the person exercising the power must do
so by notice in writing delivered to the director that-

   (a)  specifies a date, not earlier than 7 days after the date of the
        notice, on which the removal is to take effect; and

   (b)  informs the director that at any time prior to the removal taking
        effect he or she may submit to the person exercising the power reasons
        as to why he or she should not be removed from office.

(5) If the person exercising the power is the Governor in Council on the
recommendation of a Minister, that Minister must deliver to the director a
notice in writing that-

   (a)  specifies a date, not earlier than 7 days after the date of the
        notice, on which the removal is to take effect; and

   (b)  informs the director that at any time prior to the removal taking
        effect he or she may submit to the Minister reasons as to why he or
        she should not be removed from office.

(6) A person who has exercised a power conferred by subsection (1) to remove a
director from office may revoke the notice of removal, by notice in writing
delivered to the director, at any time before it takes effect.





(7) To avoid doubt, subsection (1) does not confer power to remove or suspend
from office a director of a public entity who holds an office to which he or
she has been elected otherwise than by the board of the public entity.

(8) The office of a director becomes vacant if the director-

   (a)  becomes an insolvent under administration; or



   (b)  is convicted of an indictable offence or of an offence that, if
        committed in Victoria, would be an indictable offence.

(9) A director may resign from office by notice in writing delivered to the
person who has power to appoint a new director in his or her place.

(10) If-

   (a)  the public entity in which the director holds office is a company
        (within the meaning of the Corporations Act) all the shares in which
        are held by, or on behalf of, the State; and

   (b)  a provision of this section is inconsistent with a provision of the
        company's constitution-

the provision of the company's constitution prevails.

(11) This section does not apply to a director of a public entity that
exercises functions that are of a quasi-judicial nature.