Western Australian Consolidated Acts Western Australian Consolidated Acts[Section 5C]
[Heading inserted by No. 25 of 1998
s. 25.]
Division 1 — Terms of office, meetings etc.
[Heading inserted by No. 25 of 1998
s. 25.]
Subject to
clause 2, an appointed 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 reappointed.
[Clause 1 inserted by No. 25 of 1998
s. 25.]
(1) The office of an
appointed director becomes vacant if he or she —
(a)
resigns the office by written notice addressed to the Minister;
(b) is
an insolvent under administration as that expression is defined in the
Corporations Act 2001 of the Commonwealth; or
(c) is
removed from office by the Minister under subclause (2).
(2) The Minister may
remove an appointed director from office if the Minister is satisfied that the
director —
(a) has
neglected his or her duty;
(b) has
misbehaved;
(c) is
incompetent; or
(d) is
suffering from mental or physical incapacity impairing the performance of his
or her functions.
[Clause 2 inserted by No. 25 of 1998
s. 25; amended by No. 10 of 2001 s. 216; No. 28 of 2006
s. 450.]
The board may grant
leave of absence to a director on such terms and conditions as it thinks fit.
[Clause 3 inserted by No. 25 of 1998
s. 25.]
4 . Director under section 5B(1)(b) unable to
act
If the director
holding office under section 5B(1)(b) is unable to act by reason of
sickness, absence or other cause the Under Treasurer may, in writing delivered
to the Corporation, nominate an officer of the Treasury to act temporarily in
place of that director; and while so acting according to the tenor of that
nomination the officer shall be taken to be a director.
[Clause 4 inserted by No. 25 of 1998
s. 25.]
5 . Chief executive officer unable to attend
The chief executive
officer, or an acting chief executive officer, of the Corporation may, in
writing delivered to the person presiding at a meeting of the board, nominate
a senior officer of the Corporation to represent him or her at that meeting if
he or she is unable to attend by reason of sickness, absence or other cause;
and while so attending the person nominated shall be taken to be a director.
[Clause 5 inserted by No. 25 of 1998
s. 25; amended by No. 28 of 2006 s. 449.]
6 . Appointed director unable to act
(1) If an appointed
director 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 shall be taken to be a director.
(2) The appointment of
a person under subclause (1) may be terminated at any time by the
Minister.
[Clause 6 inserted by No. 25 of 1998
s. 25; amended by No. 28 of 2006 s. 450.]
No act or omission of
a person acting in place of or representing a director under clause 4, 5
or 6 shall be questioned on the ground that the occasion for —
(a) his
or her nomination or appointment had not arisen; or
(b) his
or her acting for or representing a director had ceased.
[Clause 7 inserted by No. 25 of 1998
s. 25.]
(1) Subject to
subclause (2), meetings shall be held at the times and places that the
board determines.
(2) A special meeting
of the board may at any time be convened by the chairperson or, if the
chairperson is unable to act by reason of sickness, absence or other cause, by
the deputy chairperson.
(3) The first meeting
of the board shall be convened by the chairperson.
[Clause 8 inserted by No. 25 of 1998
s. 25.]
(1) The chairperson,
or in his or her absence the deputy chairperson, shall preside at all meetings
of the board at which he or she is present.
(2) If both the
chairperson and the deputy chairperson are absent from a meeting the directors
present shall appoint one of their number to preside.
[Clause 9 inserted by No. 25 of 1998
s. 25.]
There is a quorum for
a meeting of the board only if 3 directors are present and —
(a) at
least one of them is a person who holds office, or is acting for or
representing an office-holder, under section 5B(1)(a), (b) or (c); and
(b) at
least one of them is an appointed director or a person acting temporarily in
place of such a director.
[Clause 10 inserted by No. 25 of 1998
s. 25.]
(1) At any meeting of
the board each director present has a deliberative vote.
(2) Subject to
subclause (3), if the votes cast on a question are equally divided, the
question remains unresolved until a subsequent meeting of the board.
(3) If the votes cast
on a question at a meeting of the board were equally divided and the votes
cast on the question at a subsequent meeting of the board are again equally
divided, the question shall be taken to have been resolved in the negative.
[Clause 11 inserted by No. 25 of 1998
s. 25.]
The board shall cause
accurate minutes to be kept of the proceedings at its meetings.
[Clause 12 inserted by No. 25 of 1998
s. 25.]
13 . Resolution without meeting
A resolution in
writing signed or assented to by each director by letter or facsimile is as
effectual as if it had been passed at a meeting of the board.
[Clause 13 inserted by No. 25 of 1998
s. 25.]
14 . Telephone or video meetings
A communication
between not less than 4 directors by telephone or audio-visual means is a
valid meeting of the board if each participating director is capable of
communicating with every other participating director instantaneously at all
times during the proceedings.
[Clause 14 inserted by No. 25 of 1998
s. 25.]
(1) The board may
appoint committees to assist it in the performance of its functions, and may
discharge or alter any committee so appointed.
(2) A committee may
include persons who are not directors but, unless the Minister approves, shall
include at least one person who is a director.
(3) Subject to the
directions of the board and to the terms of any delegation under
section 18, a committee may determine its own procedures.
[Clause 15 inserted by No. 25 of 1998
s. 25; amended by No. 28 of 2006 s. 450.]
16 . Board to determine own procedures
Subject to this Act,
the board shall determine its own procedures.
[Clause 16 inserted by No. 25 of 1998
s. 25.]
Division 2 — Disclosure of interests etc.
[Heading inserted by No. 25 of 1998
s. 25.]
(1) A director who has
a material personal interest in a matter being considered or about to be
considered by the board shall, 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.
Penalty: $5 000.
(2) A disclosure under
subclause (1) shall be recorded in the minutes of the meeting.
[Clause 17 inserted by No. 25 of 1998
s. 25.]
18 . Voting by interested directors
A director who has a
material personal interest in a matter that is being considered by the board
—
(a)
shall not vote whether at a meeting or otherwise —
(i)
on the matter; or
(ii)
on a proposed resolution under clause 19 in respect
of the matter, whether relating to that director or a different director;
and
(b)
shall not be present while —
(i)
the matter; or
(ii)
a proposed resolution of the kind referred to in
paragraph (a)(ii),
is being considered at
a meeting.
[Clause 18 inserted by No. 25 of 1998
s. 25.]
19 . Clause 18 may be declared inapplicable
Clause 18 does
not apply if the board has at any time passed a resolution that —
(a)
specifies the director, the interest and the matter; 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
matter.
[Clause 19 inserted by No. 25 of 1998
s. 25.]
20 . Quorum where clause 18 applies
(1) Despite
clause 10, if a director is disqualified under clause 18 in relation
to a matter, a quorum is present during the consideration of the matter 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 the matter.
(2) The Minister may
deal with a matter insofar as the board cannot deal with it because of
subclause (1).
[Clause 20 inserted by No. 25 of 1998
s. 25; amended by No. 28 of 2006 s. 450.]
21 . Minister may declare clauses 18 and 20
inapplicable
(1) The Minister may
by writing declare that clause 18 or 20 or both of them do not apply in
relation to a specified matter either generally or in voting on particular
resolutions.
(2) The Minister shall
within 14 days after a declaration under subclause (1) is made cause
a copy of the declaration to be laid before each House of Parliament.
[Clause 21 inserted by No. 25 of 1998
s. 25; amended by No. 28 of 2006 s. 450.]
