Western Australian Consolidated Acts Western Australian Consolidated Acts[Section 5(4)]
Provisions concerning directors and the procedure of the Board
1 . Term of office of directors
(1) A director who is the chief
executive officer or deputy chief executive officer of Gold Corporation or who
is employed by Gold Corporation shall be appointed for such term of office as
is specified in the director’s instrument of appointment.
(2) A director, other
than a director to whom subclause (1) applies or who is the managing
director of the Mint or the managing director of GoldCorp, shall he appointed
for such term of office not exceeding 5 years as is specified in the
director’s instrument of appointment.
(3) A director shall,
unless the director has resigned or is removed from office, continue in office
notwithstanding that his term of office has expired, until a successor assumes
office.
(4) A director may be
reappointed from time to time upon the expiration of a term of office.
(5) This clause does
not apply to or in relation to an ex officio director who holds, or is acting
in, the office of Under Treasurer of the State.
[Clause 1 amended by No. 10 of 1990
s. 6 and 33(a); No. 28 of 2006 s. 423(1).]
(1) A director appointed to the Board
under section 5(2)(a) or (b) may resign his or her office by notice in
writing delivered to the Minister.
(2) A director
appointed to the Board under section 5(2)(a) or (b) may be removed from
office by the Governor on the recommendation of the
Minister —
(a) for
mental or physical disability, incompetence, neglect of duty or misconduct;
(b) if
the director is an undischarged bankrupt or a person who is an insolvent under
administration as defined in the Corporations Act; or
(c) if
the member is absent without leave of the Board from 3 consecutive
meetings of the Board of which the member has had notice.
[Clause 2 amended by No. 20 of 2003
s. 29(1).]
(1) The Minister may appoint a person to
act temporarily in the office of a director, other than the office of chief
executive officer or deputy chief executive officer of Gold Corporation, while
that director is unable to act through illness, absence or other cause.
(2) No act or omission
of a person acting in place of another under this clause shall be questioned
on the ground that the occasion for the acting had not arisen or had ceased.
[Clause 3 amended by No. 28 of 2006
s. 423(2).]
4. Remuneration of certain directors
A director, other than a
director who is the chief executive officer or deputy chief executive officer
of Gold Corporation, the managing director of the Mint or the managing
director of GoldCorp, shall be paid such remuneration and allowances as are
determined in relation to that director by the Board with the approval of the
Minister and any such determination may take into account whether the director
is required to act in a full-time or part-time executive capacity.
[Clause 4 amended by No. 28 of 2006
s. 423(3).]
5 . Restrictions on loans to directors
(1) Gold Corporation
shall not, directly or indirectly, make a loan or otherwise provide financial
accommodation to a director to whom this clause applies or the spouse or de
facto partner of such a director unless the loan is made or the financial
accommodation is provided on terms that are no more favourable than those made
available by Gold Corporation to its customers.
[(2) deleted]
(3) This clause
applies to all directors other than the chief executive officer and the deputy
chief executive officer of Gold Corporation, and any director who is an
employee of Gold Corporation, the Mint or GoldCorp.
[Clause 5 amended by No. 10 of 1990
s. 6; No. 28 of 2003 s. 69; No. 28 of 2006 s. 423(4).]
(1) No matter or thing
done by the Board, and no matter or thing done by a director or by any person
acting under the direction of the Board, shall, if the matter or thing was
done in good faith for the purposes of this Act subject a director or a person
so acting, personally to any action, liability, claim or demand.
(2) Subclause (1)
has effect subject to sections 71, 72, 73 and 74.
[Clause 6 amended by No. 41 of 1996
s. 3.]
7. General procedure concerning meetings
(1) The first meeting
of the Board shall be convened by the chairman.
(2) The procedure for
the convening of subsequent meetings and the conduct of business at meetings
of the Board shall, subject to this Act, be as determined by the Board.
(3) The chairman may
convene a special meeting of the Board at any time.
At a meeting of the
Board —
(a) the
chairman; or
(b) in
the absence of the chairman, a person elected by the directors present at the
meeting from among their number,
shall preside.
9 . Declaration of interests by directors
(1) A director shall
give notice in writing to the Board of any interest held by him in any body
corporate other than Gold Corporation, as though Gold Corporation was a
company of which that person was a director and the notice was required
pursuant to section 232 of the Code 4 .
(2) The Board shall
cause registers to be kept and maintained in relation to directors in like
manner to the registers to be kept by a company in relation to its directors
pursuant to sections 231 and 238 of the Code 4 .
(3) The Board may
require an employee of Gold Corporation, the Mint or GoldCorp to inform the
Board in writing of any interest held by that officer in a body corporate
being an interest of a kind that the employee, if a director, would have been
required to give notice of to the Board under subclause (1).
[Clause 9 amended by No. 10 of 1990
s. 6.]
(1) Subject to subclause (2), a
director who has a direct or indirect pecuniary interest in a proposal before
the Board —
(a)
shall, as soon as he becomes aware of the proposal, disclose the nature of his
interest to the Board; and
(b)
shall not take part in any deliberation or decision of the Board with respect
to that proposal.
(2) No disclosure is
required under subclause (1) —
(a) in
respect of an interest that arises because the director is a customer of Gold
Corporation or a subsidiary of Gold Corporation (being an interest that is
shared in common with other customers of Gold Corporation or of such a
subsidiary); or
(b) in
respect of an interest —
(i)
that arises because the director has a shareholding (not
being a substantial holding within the meaning of the Corporations Act)
in a public company; and
(ii)
that is shared in common with the other shareholders in
that company.
(3) A director who
fails to comply with subclause (1) is guilty of an offence and is liable
to a fine not exceeding $5 000.
(4) A disclosure made
under this clause shall be recorded in the minutes of the Board.
(5) Where a director
discloses his interest in a transaction under this clause, or his interest in
a transaction is not such as need be disclosed under this
clause —
(a) the
transaction is not liable to be avoided on any ground arising from the
fiduciary relationship between the director and Gold Corporation; and
(b) the
director is not liable to account for profits derived from the transaction.
[Clause 10 amended by No. 10 of 1990
s. 6; No. 20 of 2003 s. 29(2).]
(1)
At a meeting of the Board, the chairman or other
director presiding shall have a deliberative vote and, in the case of an
equality of votes, shall also have a casting vote.
(2) A decision
supported by a majority of the votes cast at a meeting of the Board at which a
quorum is present shall be the decision of the Board.
A number of directors equal to at least one half of the
number of directors holding office constitutes a quorum at a meeting of the
Board.
The Board shall cause accurate minutes of each meeting of
the Board to be recorded and preserved.
14 . Resolution may be passed without meeting
A resolution in
writing signed or assented to by letter, telex, facsimile transmission or
telegram by each director shall be as valid and effectual as if it had been
passed at a meeting of the Board.
The Board may grant leave of absence to a director
on such terms and conditions as it thinks fit.
[ 16. Deleted by No. 10 of 1990
s. 33(b).]
17. Common seals, and the use of facsimiles
(1) The common seals
of Gold Corporation, the Mint and GoldCorp shall —
(a) be
in a form determined by the Board;
(b) be
kept in such custody as the Board directs; and
(c) not
be used except as authorised by the Board.
(2) When a document
purporting to bear the common seal of Gold Corporation, the Mint or GoldCorp
is produced before any court, judge or person acting judicially, that court,
judge or person shall, unless the contrary is proved, presume
that —
(a) that
document bears that common seal; and
(b) that
common seal was duly affixed to that document.
(3) For the purposes
of this Act, the Board may make use of a facsimile of the common seal of Gold
Corporation, the Mint or GoldCorp and a deed or other instrument purporting to
enter into an obligation on the part of Gold Corporation, the Mint or
GoldCorp, as the case may be, and to be endorsed with such a facsimile seal
shall, until the contrary is shown, be deemed to have been sealed by it.
[Clause 17 amended by No. 10 of 1990
s. 6.]