16. Appointment and Removal of Directors
16.1 General
16.1.1 The number of the Directors (not including alternate Directors) shall be not less than three nor more than twelve.
16.1.2 The Company, in general meeting, may by resolution:
16.1.2.1 appoint a person as a Director; and
16.1.2.2 increase or reduce the maximum number of Directors specified in clause 16.1.1.
16.2 Public Persons
If the Company is appointed as a trustee of a charitable trust, then for the duration of that appointment, the majority of Directors must be Public Persons.
16.3 Retirement
16.3.1 Any Director may retire from office on giving written notice to the Company of his or her intention to retire.
16.3.2 Any resignation of a Director will take effect from the date specified in the notice or if the date of resignation is earlier than the date of service of the notice, the resignation will take effect from the date of service.
16.4 Filling of Vacancy
Subject to the Act, the Company in general meeting, may by resolution appoint any person as a Director:
16.4.1 to replace a Director who has ceased to hold office; or
16.4.2 as an additional Director but so that the total number of Directors does not at any time exceed the number determined in accordance with clause 16.1.
16.5 Additional or Casual Directors
16.5.1 The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the number determined in accordance with clause 16.1.
16.5.2 Any Director so appointed shall hold office only until the next general meeting when the Company at a general meeting must resolve:
16.5.2.1 to confirm the appointment of that Director;
16.5.2.2 to appoint another person to replace that Director; or
16.5.2.3 to leave the position vacated by that Director empty.
16.6 Removal of Directors
1.6.1 The Company in general meeting, may by resolution remove any Director before the expiration of his or her period of office, and may by resolution appoint another person in his or her stead.
1.6.2 The person so appointed shall be subject to retirement at the same time as if he or she had become a Director on the day on which the Director in whose place he or she is appointed was last elected a Director.
16.7 Remuneration of Directors
16.7.1 Except as provided in this clause 16.7, the Directors shall receive no remuneration solely by reason of their membership of the Board.
16.7.2 Nothing in this clause 16.7 shall prevent any payment in good faith by the Company of monies to any Director being a solicitor, accountant or other person engaged in any profession, for all usual professional or other charges for work done by that person or that person's firm or employer. The Company in general meeting may also decide to remunerate Directors for services actually rendered to the Company (other than Board membership) including professional or other charges for work done by those Directors. That remuneration shall be deemed to accrue from day to day.
16.7.3 The Directors may also be paid all travelling and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company.
16.8 Share Qualification of Directors
The Share qualification for Directors may be fixed by the Company in general meeting and, unless and until so fixed, is nil.
16.9 Additional Circumstances for Vacation of Office
In addition to the circumstances in which the office of a Director shall become vacant by virtue of the Act, the office of a Director shall become vacant if the Director:
16.9.1 becomes of unsound mind or becomes a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
16.9.2 resigns his or her office by notice in writing to the Company;
16.9.3 is absent without the consent of the Directors from meetings of the Directors held during a period of 6 months;
16.9.4 without the consent of the Company in general meeting holds any other office of profit under the Company except that of managing Director or principal executive officer or executive Director; or
16.9.5 has, subject to clause 16.10, a conflict of interest and fails to declare the nature of his or her interest as required by the Act.
16.10 Conflict of Interest
16.10.1 A Director who has a material personal interest in a matter that relates to the affairs of the Company must, unless that Director is the sole Director, give the other Directors notice of the interest held at a meeting of Directors as soon as practicable after the Director becomes aware of their interest in the matter.
16.10.2 The Director shall declare the full details of the nature and extent of the interest and its relation to the affairs of the Company.
16.10.3 The Secretary shall record the declaration of a Director's interest in the minutes of the meeting.
16.10.4 The Director may give the other Directors standing notice of the nature and extent of the interest in the matter either at a Directors’ meeting or to the other Directors individually and in writing.
16.10.5 If standing notice is given to the other Directors individually in writing, it must be tabled at the next meeting of Directors after it is given.
16.10.6 Notwithstanding any rule of law or equity to the contrary but subject to clause 16.9.5, no Director shall be or become disqualified from his or her office by contracting with the Company either as vendor or purchaser, or promoter or otherwise or from being employed or performing any service for or on behalf of the Company in any capacity, professional or otherwise, nor shall any such contract or arrangement be liable to be impeached, affected or avoided by reason of that Director being a party to or otherwise interested in that contract or arrangement, nor shall that Director be liable to account to the Company for any profit realised by or in respect of such contract or arrangement.
