Board meetings may generally be called by any

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Board meetings may generally be called by any director who gives notice to all of the directors on the boards s 248C (a replaceable rule) One vote per director and only a simple majority of votes is required to pass the motion as a resolution. Or;
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Directors may pass a resolution without a meeting, provided the motion is circulated to all the directors to sign s 284A. Director: Found under s 9 Corporations Act and has been subject to a great deal of judicial debate over time. By law public companies must appoint a minimum of three directors, while proprietary companies need only appoint one, under s 201A. Officer: Referred to the directors and the company secretary of a registered company. Officers defuned under the Corporations Act, nominated responsible officers with the Australian Securities and Investment Commission (ASIC). Types of directors: 1. Managing Director: Control of running the day-to-day business of the company. Replaceable rules in s 198 c allows the managing director to be appointed with any of the powers of any director in order to fulfil these day-to-day requirements of the company. 2. Executive Director: Required to manage a significant part or aspect of the business of the company. Executive director’s responsibility to account for the everyday management, actions and decision-making of the senior management of the company n respect of that element of the business 3. Non-executive director: Appointed to the board with the intent that they will bring an external, independent view to the management of a company. 4. Nominee Director: Appointed to represent the needs and interests of a particular stakeholder group. 5. Alternate Director: Able to, with the approval of other directors, appoint an alternate director to utilise any or all of the director’s powers. Qualifications for company directors: 1. The person must not be disqualified from being a director s 201B(2) 2. The person must e at least 18 years old of age s 201B(1) 3. The person must be an individual (rather than a company) s201B(1) 4. The person must agree to the appointment s201D Disqualification will occur through: 1. Disqualification of a convicted person; or 2. Disqualification of undischarged bankrupts Removal of a Director from Office – A director can be removed from office in a number of ways: - By the company complying with a removal procedure in the corporate constitution - By the company complying with the statutory conditions s 203c and 203D - By resignation (s 203A); or - By the director becoming disqualified from managing a corporations s 206A Corporate Governance Corporate Governance: The system by which companies are directed and controlled boards of directors are responsible for the governance of their companies. It describes the framework of rules, relationships and systems and processes within and by which authority is exercised and controlled in corporations. Understood in this way, the expression “corporate governance” embraces not only models or systems themselves but also the practices by which that exercise and control of authority is in face affected.
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