Provisions to be Included in Constitution
Schedule 2 Provisions to be Included in Constitution
Section 7
1. Terms of directors
Except as approved under clauses 2 and 3, a person may not be appointed to serve as director on the Board if the person –
has previously served 2 full terms as director on the Board, whether consecutive or not; or
has previously held the position of chief executive officer of the Company.
For the avoidance of doubt, subclause (1) does not apply to a term as director if –
the person –
holds the office of director to fill a vacancy in the office of director; and only holds that office for the remainder of the vacating director’s term; and
holds the office of director to fill a vacancy in the office of director; and
only holds that office for the remainder of the vacating director’s term; and
the person has not previously been appointed as director for a full term.
For the purposes of this clause, a person has served a full term as director –
if the person has held the office of director for the amount of time for which the person was appointed to that office, before being required to be reappointed to the office; and
regardless of whether that person served the full term as director before, or after, the commencement of the Government Business Governance Reforms Act 2025.
For the purposes of this clause, the operation of section 21(3)(b) of the Acts Interpretation Act 1931 in respect of a person’s appointment to the office of director is taken to be an extension of the person’s full term as director and not a reappointment of the person to the office of director.
2. Members may appoint directors for subsequent terms
A person may be appointed for a third or subsequent term as director if the members are satisfied that exceptional circumstances exist that require the person to serve a third, or subsequent, term.
If a person is appointed for a third or subsequent term as director, the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
a statement that includes the following information:
the fact that the appointment has been made;
the duration of the term of the appointment so made;
how many times the person, so appointed, has been appointed to the office of director; and
the fact that the appointment has been made;
the duration of the term of the appointment so made;
how many times the person, so appointed, has been appointed to the office of director; and
if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
3. Members may appoint former chief executive officers as directors
A former chief executive officer of the Company may be appointed as director if the members are satisfied that exceptional circumstances exist that require the person to be appointed as director.
If a former chief executive officer of the Company is appointed as director under subclause (1), the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
a statement that includes the following information:
the fact that the appointment has been made;
the duration of the term of the appointment so made;
that the person was previously the chief executive officer of the Company; and
the fact that the appointment has been made;
the duration of the term of the appointment so made;
that the person was previously the chief executive officer of the Company; and
if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
This Act’s bill:Explanatory notesSecond reading speech
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