Western Australian Consolidated Acts Western Australian Consolidated Acts[s. 6(4)]
[Heading inserted by No. 19 of 2010
s. 41(2).]
Part A — Constitution and proceedings of directors
and board
[Heading inserted by No. 19 of 2010
s. 41(2).]
(1) Except as
otherwise provided by this Act, a director holds office for such term, not
exceeding 3 years, as is specified in the instrument of his or her
appointment, but may from time to time be re-appointed.
(2) A director,
unless he or she sooner resigns, is removed from office or his or her office
becomes vacant under clause 2(b), continues in office until his or her
successor comes into office, notwithstanding that the term for which he or she
was appointed may have expired.
The office of a
director becomes vacant if he or she —
(a)
resigns the office by written notice addressed to the Minister;
(b) is
an insolvent under administration within the meaning of the
Corporations Act 2001 of the Commonwealth;
(c) is
removed from office by the Minister on the grounds of neglect of duty,
misbehaviour, incompetence or mental or physical incapacity impairing the
performance of his or her duties and proved to the satisfaction of the
Minister.
[Clause 2 amended by No. 10 of 2001
s. 212(a).]
(1) Where a director
other than the chairperson is unable to act by reason of sickness, absence or
other cause the Minister may appoint another person to act temporarily in his
or her place, and while so acting according to the tenor of his or her
appointment that other person is to be taken to be a director.
(2) Where the director
who is deputy chairperson is performing the functions of the chairperson, the
Minister may, under subclause (1), appoint another person to act in his
or her place as director.
(3) No act or omission
of a person acting in place of another under this clause is to be questioned
on the ground that the occasion for his or her appointment or acting had not
arisen or had ceased.
(4) The appointment of
a person as an alternate director may be terminated at any time by the
Minister.
4 . Chairperson and deputy chairperson
(1) The office of
chairperson or deputy chairperson becomes vacant if —
(a) the
person holding the office resigns the office by notice in writing to the
Minister; or
(b) the
person holding the office ceases to be a director; or
(c) the
Minister declares the office to be vacant.
(2) During any vacancy
in the office of chairperson or while he or she is unable to act by reason of
sickness, absence or other cause, the deputy chairperson is to perform the
functions of the chairperson.
(3) No act or omission
of the deputy chairperson acting as the chairperson is to be questioned on the
ground that the occasion for his or her so acting had not arisen or had
ceased.
(1) The first meeting
of the board is to be convened by the chairperson and, subject to
subclause (2), subsequent meetings are to be held at such times and
places as the board determines.
(2) A special meeting
of the board may at any time be convened by the chairperson.
(3) The chairperson is
to preside at all meetings of the board at which he or she is present.
(4) If both the
chairperson and the deputy chairperson are absent from a meeting the directors
present are to appoint one of their number to preside.
(5) A quorum for a
meeting of the board is a simple majority of directors.
(6) Questions arising
at a meeting of the board are to be decided by a majority of the votes of the
directors present.
(7) If the votes of
the directors present at a meeting and voting on a question are equally
divided, the chairperson, deputy chairperson or other person presiding is to
have a casting vote in addition to his or her deliberative vote.
(8) The board is to
ensure that an accurate record is kept and preserved of the proceedings at
each meeting of the board and of each resolution passed under clause 7.
[Clause 5 amended by No. 67 of 2004
s. 41(1).]
5A . Telephone and video meetings
Despite anything in
this Schedule, a communication between directors constituting a quorum under
clause 5(5) by telephone or audio-visual means is a valid meeting of
directors, but only if each participating director is able to communicate with
every other participating director instantaneously at all times while
participating in the proceedings.
[Clause 5A inserted by No. 60 of 1998
s. 26.]
(1) The board may from
time to time appoint committees of such directors, or such directors and other
persons, as it thinks fit and may discharge or alter any committee so
appointed.
(2) Subject to the
directions of the board and to the terms of any delegation under
section 23, each committee may determine its own procedures.
7 . Resolution may be passed without meeting
A resolution in
writing signed or assented to by each director by letter, telegram, telex or
facsimile transmission is 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 the board
thinks fit.
9 . Board to determine own procedures
Subject to this Act,
the board is to determine its own procedures.
[Heading inserted by No. 19 of 2010
s. 41(3).]
(1) In this Part near
relative , in relation to a director, means a spouse, de facto partner, parent
or child of the director.
(2) In the application
of this Part to members of a committee, references to the board are to be read
as references to that committee.
[Clause 1 amended by No. 28 of 2003
s. 208.]
(1) Subject to
subclauses (3) and (6), a director who has a direct or indirect pecuniary
interest in a proposal before the board —
(a) is
to disclose the nature of that interest to the board as soon as he or she
becomes aware of that proposal; and
(b) is
not to take part in any deliberation or decision of the board in respect of
that proposal or in respect of any proposed resolution under
subclause (6) in relation to the proposal, whether in relation to that or
a different director.
(2) Without limiting
the generality of subclause (1), a director is to be taken to have a
direct or indirect pecuniary interest in a proposal for the purposes of that
subclause if his or her near relative has such an interest.
(3) No disclosure is
required under subclause (1) in respect of an interest
that —
(a)
arises because the director concerned or his or her near relative has a
shareholding (not being a substantial holding within the meaning of the
Corporations Act 2001 of the Commonwealth) in a public company; and
(b) is
shared in common with the other shareholders in the public company referred to
in paragraph (a).
(4) A disclosure made
under this clause is to be recorded in the minutes of the board.
(5) If a director
discloses his or her interest in a proposal under this clause, or his or her
interest in a proposal is not such as need be disclosed under this clause, a
transaction resulting from the proposal is not liable to be avoided on any
ground arising from the fiduciary relationship between the director and the
Authority.
(6)
Subclause (1)(b) does not apply if the board has at any time passed a
resolution that —
(a)
specifies the director, the interest and the proposal; and
(b)
states that the directors voting for the resolution are satisfied that the
interest should not disqualify the director from considering or voting on the
proposal.
(7) Despite Part A
clause 5(5), if a director is disqualified under subclause (1)(b) in
relation to a proposal, a quorum is present during the consideration of that
proposal if at least 2 directors are present who are entitled to vote on
any motion that may be moved at the meeting in relation to that proposal.
(8) The Minister may
deal with a proposal in so far as the board cannot deal with it because of
subclause (7).
(9) The Minister may
by writing declare that subclauses (1)(b) and (7) do not apply in
relation to a specified proposal either generally or in voting on particular
resolutions.
(10) The Minister must
within 14 days after a declaration under subclause (9) is made cause
a copy of the declaration to be laid before each House of Parliament or to be
dealt with under section 45A.
[Clause 2 amended by No. 10 of 2001
s. 212(b); No. 67 of 2004 s. 41(2)-(4).]
[ 3-5. Deleted by No.
41 of 1996 s. 3.]
The provisions of this
Part are in addition to and not in derogation of any other law relating to the
duty or liability of the holder of a public office.