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7.1 Appointment and retirement of directors
董事的最小数量是4个。董事最高人数是固定的董事，但不得超过14人，除非该公司在股东大会上另有议决在任董事人数的决定生效的时间。
(a) The minimum number of directors is 4. The maximum number of directors is to be fixed
by the directors, but may not be more than 14 unless the company in general meeting
resolves otherwise. The directors must not determine a maximum which is less than the
number of directors in office at the time the determination takes effect.
(b) The directors may appoint any individual to be a director, either as an addition to the
existing directors or to fill a casual vacancy, but so that the total number of directors does
not exceed the maximum number fixed under this constitution.
(c) A director appointed by the directors under rule 7.1(b), who is not a managing director,
holds office until the conclusion of the next AGM following his or her appointment.
(d) At every AGM, after excluding:
(1) a director who is a managing director; and
(2) any directors appointed by the directors under rule 7.1(b) and standing for
election,
one-third of the remaining directors (to the nearest whole number that does not exceed
one-third of the number of the remaining directors) must retire www.ukassignment.com from office.
(e) No director who is not the managing director may hold office without re-election beyond
the third AGM following the meeting at which the director was last elected or re-elected.
(f) If there is more than one managing director, only one of them, nominated by the
directors, is entitled not to be subject to vacation of office under rule 7.1(c) or retirement
under rule 7.1(d).
(g) The directors to retire under rule 7.1(d) are those directors who wish to retire and not
offer themselves for re-election and, so far as is necessary to obtain the number required,
Constitution page 26
those who have been longest in office since their last election or appointment. As
between directors who were last elected or appointed on the same day, those to retire
must, unless they can agree among themselves, be decided by lot.
(h) The directors to retire under rule 7.1(d) (both as to number and identity) is decided having
regard to the composition of the board of directors at the date of the notice calling the
AGM. A director is not required to retire and is not relieved from retiring because of a
change in the number or identity of the directors after the date of the notice but before the
meeting closes.
(i) The company may by resolution at an AGM fill an office vacated by a director under
rules 7.1(c) or 7.1(d) by electing or re-electing an eligible person to that office.
(j) The retirement of a director from office under this constitution and the re-election of a
director or the election of another person to that office (as the case may be) takes effect
at the conclusion of the meeting at which the retirement and re-election or election occur.
(k) A person is eligible for election to the office of a director at a general meeting only if:
(1) the person is in office as a director immediately before that meeting;
(2) the person has been nominated by the directors for election at that meeting;
(3) a notice of the director’s candidature is given to the company by a member at
least 45 business days before the meeting, together with a notice signed by the
nominee stating his or her consent to the nomination (if the nominee is not a
member).
(l) A partner, employer or employee of an auditor of the company will not be appointed or
elected as a director.
7.2 Vacating office
In addition to the circumstances prescribed by the Act and this constitution, the office of a
director becomes vacant if the director:
(a) becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with
in any way under the law relating to mental health;
(b) becomes bankrupt or insolvent or makes any arrangement or composition with his or her
creditors generally;
(c) is convicted on indictment of an offence and the directors do not within one month after
that conviction resolve to confirm the director’s appointment or election (as the case may
be) to the office of director;
(d) fails to attend meetings of the directors for more than 3 consecutive meetings without
leave of absence from the directors; o
(e) resigns by written notice to the company.
7.3 Remuneration
(a) Each director is entitled to such remuneration from the company for his or her services as
a director or as the directors decide but the total amount provided to all directors for their
services as directors must not exceed in aggregate in any financial year the amount fixed
by the company in general meeting.
(b) When calculating a director’s remuneration for the purposes of rule 7.3(a), disregard any
amount paid by the company or related body corporate for an insurance premium paid or
agreed to be paid for a director under rule 9.4.
(c) Remuneration under rule 7.3(a) may be provided in such manner that the directors
decide, including by way of non cash benefit, such as a contribution to a superannuation
fund.
Constitution page 27
(d) The remuneration is taken to accrue from day to day.
(e) The remuneration of a director (who is not a managing director or an executive director)
must not include a commission on, or a percentage of, profits or operating revenue.
(f) The directors are entitled to be paid all travelling and other expenses they incur in
attending to the company’s affairs, including attending and returning from general
meetings of the company or meetings of the directors or of committees of the directors.
(g) If a director, with the concurrence of the directors, performs extra services or makes any
special exertions for the benefit of the company, the directors may cause that director to
be paid out of the funds of the company such special and additional remuneration as the
directors decide is appropriate having regard to the value to the company of the extra
services or special exertions. Any amount paid will form part of the aggregate
remuneration permitted under rule 7.3(a).
(h) If a director is also an officer of the company or of a related body corporate in a capacity
other than director, any remuneration that director may receive for acting as that officer
may be either in addition to or instead of that director’s remuneration under rule 7.3(a).
(i) The directors may:
(1) at any time after a director dies or ceases to hold office as a director for any
other reason, pay or provide to the director or a legal personal representative,
spouse, relative or dependant of the director, in addition to the remuneration of
that director under rule 7.3(a), a pension or benefit for past services rendered
by that director; and
(2) cause the company to enter into a contract with the director or a legal personal
representative, spouse, relative or dependant of the director to give effect to
such a payment or provide for such a benefit.
(j) The directors may establish or support, or assist in the establishment or support, of funds
and trusts to provide pension, retirement, superannuation or similar payments or benefits
to or in respect of the directors or former directors and grant pensions and allowances to
those persons or their dependants either by periodic payment or a lump sum.
7.4 Right to participate at meetings of members
A director is entitled to attend and speak at general meetings and at meetings of the
holders of a class of shares, even if he or she is not a member or a holder of shares in
the relevant class.
7.5 Directors may contract with the company and hold other offices
(a) The directors may make regulations requiring the disclosure of interests that a director,
and any person deemed by the directors to be related to or associated with the director,
may have in any matter concerning the company or a related body corporate. Any
regulations made under this constitution bind all directors.
(b) No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable
only because a person fails to comply with any regulation made under rule 7.5(a).
(c) A director is not disqualified from contracting or entering into an arrangement with the
company as vendor, purchaser or in another capacity, merely because the director holds
office as a director or because of the fiduciary obligations arising from that office.
(d) A contract or arrangement entered into by or on behalf of the company in which a director
is in any way interested is not invalid or voidable merely because the director holds office
as a director or because of the fiduciary obligations arising from that office.
(e) A director who is interested in any arrangement involving the company is not liable to
account to the company for any profit realised under the arrangement merely because
Constitution page 28
the director holds office as a director or because of the fiduciary obligations arising from
that office.
(f) A director may hold any other office or position (except auditor) in the company or any
related body corporate in conjunction with his or her directorship and may be appointed to
that office or position on terms (including remuneration and tenure) the directors decide.
(g) A director may be or become a director or other officer of, or interested in, any related
body corporate or any other body corporate associated with the company, and, with the
consent of the directors of the company, need not account to the company for any
remuneration or other benefits the director receives as a director or officer of, or from
having an interest in, that body corporate.
(h) A director who has an interest in a matter that is being considered at a meeting of
directors may, despite that interest, vote, be present and be counted in a quorum at the
meeting, unless that is prohibited by the Act. No act, transaction, agreement, instrument,
resolution or other thing is invalid or voidable only because a director fails to comply with
that prohibition.
(i) The directors may exercise the voting rights given by shares in any corporation held or
owned by the company in any way the directors decide. This includes voting for any
resolution appointing a director as a director or other officer of that corporation or voting
for the payment of remuneration to the directors or other officers of that corporation. A
director may, if the law permits, vote for the exercise of those voting rights even though
he or she is, or may be about to be appointed, a director or other officer of that other
corporation and, in that capacity, may be interested in the exercise of those voting rights.
(j) A director who is interested in any contract or arrangement may, despite that interest,
witness the fixing of the Seal to any document evidencing or otherwise connected with
that contract or arrangement.
7.6 Powers and duties of directors
董事负责管理该公司的业务和
行使一切权力，所有的事情，是公司内部的权力在该公司 大会上
明确要求的或本章程要求的行使 。
(a) The directors are responsible for managing the business of the company and may
exercise all powers and do all things that are within the company’s power and are not
expressly required by the Act or this constitution to be exercised by the company in a
general meeting.
(b) The directors may exercise all the powers of the company:
(1) to borrow or raise money in any other way;
(2) to charge any of the company’s property or business or any of its uncalled
capital; and
(3) to issue debentures or give any security for a debt, liability or obligation of the
company or of any other person.
(c) Debentures or other securities may be issued on the terms and at prices decided by the
directors, including bearing interest or not, with rights to subscribe for, or exchange into,
shares or other securities in the company or a related body corporate or with special
privileges as to redemption, participating in share issues, attending and voting at general
meetings and appointing directors.
(d) The directors may decide how cheques, promissory notes, banker’s drafts, bills of
exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or
otherwise executed, as applicable, by or on behalf of the company.
(e) The directors may:
(1) appoint or employ any person as an officer, agent or attorney of the company
for the purposes, with the powers, discretions and duties (including powers,
discretions and duties vested in or exercisable by the directors), for any period
and on any other conditions they decide;
Constitution page 29
(2) authorise an officer, agent or attorney to delegate any of the powers, discretions
and duties vested in the officer, agent or attorney; and
(3) remove or dismiss any officer, agent or attorney of the company at any time,
with or without cause.
(f) A power of attorney may contain any provisions for the protection and convenience of the
attorney or persons dealing with the attorney that the directors decide.
(g) Nothing in this rule 7.6 limits the general nature of rule 7.6(a).
7.7 Proceedings of directors
(a) The directors may meet together to attend to business and adjourn and otherwise
regulate their meetings as they decide.
(b) The contemporaneous linking together by telephone or other electronic means of a
sufficient number of directors to constitute a quorum, constitutes a meeting of the
directors. All the provisions in this constitution relating to meetings of the directors apply,
as far as they can and with any necessary changes, to meetings of the directors by
telephone or other electronic means.
(c) A meeting by telephone or other electronic means is to be taken to be held at the place
where the chairman of the meeting is or at such other place the chairman of the meeting
decides on, as long as at least one of the directors involved was at that place for the
duration of the meeting.
(d) A director taking part in a meeting by telephone or other electronic means is to be taken
to be present in person at the meeting.
(e) If, before or during the meeting, any technical difficulty occurs whereby one or more
directors cease to participate, the chairman may adjourn the meeting until the difficulty is
remedied or may, where a quorum of directors remains present, continue with the
meeting.
7.8 Calling meetings of directors
(a) A director may, whenever the director thinks fit, call a meeting of the directors.
(b) A secretary must, if requested by a director, call a meeting of the directors.
7.9 Notice of meetings of directors
(a) Notice of a meeting of directors must be given to each person who is at the time the
notice is given:
(1) a director, except a director on leave of absence approved by the directors; or
(2) an alternate director appointed under rule 7.14 by a director on leave of
absence approved by the directors.
(b) A notice of a meeting of directors:
(1) must specify the time and place of the meeting;
(2) need not state the nature of the business to be transacted at the meeting;
(3) may, if necessary, be given immediately before the meeting;
(4) may be given in person or by post or by telephone, fax or other electronic
means; and
(5) will be taken to have been given to an alternate director if it is given to the
director who appointed that alternate director.
Constitution page 30
(c) A director or alternate director may waive notice of a meeting of directors by giving notice
to that effect in person or by post or by telephone, fax or other electronic means.
(d) Failure to give a director or alternate director notice of a meeting of directors does not
invalidate anything done or any resolution passed at the meeting if:
(1) the failure occurred by accident or inadvertent error; or
(2) the director or alternate director attended the meeting or waived notice of the
meeting (whether before or after the meeting).
(e) A person who attends a meeting of directors waives any objection that person may have
to a failure to give notice of the meeting.
7.10 Quorum at meetings of directors
(a) No business may be transacted at a meeting of directors unless a quorum of directors is
present at the time the business is dealt with.
(b) Unless the directors decide differently, 2 directors constitute a quorum.
(c) If there is a vacancy in the office of a director, the remaining directors may act. But, if
their number is not sufficient to constitute a quorum, they may act only in an emergency
or to increase the number of directors to a number sufficient to constitute a quorum or t
call a general meeting of the company.
7.11 Chairman and deputy chairman of directors
(a) The directors may elect a director to the office of chairman of directors and may elect one
or more directors to the office of deputy chairman of directors. The directors may decide
the period for which those offices will be held.
(b) The office of chairman of directors or deputy chairman of directors may, if the directors so
resolve, be treated as an extra service or special exertion performed by the director
holding that office for the purposes of rule 7.3(g).
(c) The chairman of directors is entitled (if present within 10 minutes after the time appointed
for the meeting and willing to act) to preside as chairman at a meeting of directors.
(d) If at a meeting of directors:
(1) there is no chairman of directors;
(2) the chairman of directors is not present within 10 minutes after the time
appointed for the holding of the meeting; or
(3) the chairman of directors is present within that time but is not willing or declines
to act as chairman of the meeting,
the deputy chairman if any, if then present and willing to act, is entitled to be chairman of
the meeting or if the deputy chairman is not present or is unwilling or declines to act as
chairman of the meeting, the directors present must elect one of themselves to chair the
meeting.
7.12 Decisions of directors
(a) The directors, at a meeting at which a quorum is present, may exercise any authorities,
powers and discretions vested in or exercisable by the directors under this constitution.
(b) Questions arising at a meeting of directors must be decided by a majority of votes cast by
the directors present entitled to vote on the matter.
(c) Subject to rule 7.12(d), if the votes are equal on a proposed resolution, the chairman of
the meeting has a casting vote, in addition to his or her deliberative vote.
Constitution page 31
(d) Where only 2 directors are present or entitled to vote at a meeting of directors and the
votes are equal on a proposed resolution:
(1) the chairman of the meeting does not have a second or casting vote; and
(2) the proposed resolution is taken as lost.
7.13 Written resolutions
(a) If:
(1) seventy-five per cent of the directors (other than any director on leave of
absence approved by the directors, any director who disqualifies himself or
herself from considering the resolution in question and any director who would
be prohibited by the Act from voting on the resolution in question) sign or
consent to a written resolution; and
(2) the directors who sign or consent to the resolution would have constituted a
quorum at a meeting of directors held to consider that resolution,
then, unless one or more of the directors (other than any director on leave of absence
approved by the directors, any director who disqualifies himself or herself from
considering the resolution in question and any director who would be prohibited by the
Act from voting on the resolution in question) refuses to sign or consent to that resolution,
the resolution is taken to have been passed by a meeting of the directors.
(b) A director may consent to a resolution by:
(1) signing the document containing the resolution (or a copy of that document);
(2) giving to the company at its registered office a written notice (including by fax or
other electronic means) addressed to the secretary or to the chairman of
directors signifying assent to the resolution and either setting out its terms or
otherwise clearly identifying them; or
(3) telephoning the secretary or the chairman of directors and signifying assent to
the resolution and clearly identifying its terms.
7.14 Alternate directors
(a) A director may, with the approval of a majority of the other directors, appoint a person to
be the director’s alternate director for such period as the director decides.
(b) An alternate director may, but need not, be a member or a director of the company.
(c) One person may act as alternate director to more than one director.
(d) In the absence of the appointor, an alternate director may exercise any powers (except
the power to appoint an alternate director) that the appointor may exercise.
(e) An alternate director is entitled, if the appointor does not attend a meeting of directors, to
attend and vote in place of and on behalf of the appointor.
(f) An alternate director is entitled to a separate vote for each director the alternate director
represents in addition to any vote the alternate director may have as a director in his or
her own right.
(g) An alternate director, when acting as a director, is responsible to the company for his or
her own acts and defaults and is not to be taken to be the agent of the director by whom
he or she was appointed.
(h) The office of an alternate director is vacated if and when the appointor vacates office as a
director.
(i) The appointment of an alternate director may be terminated or suspended at any time by
the appointor or by a majority of the other directors.
Constitution page 32
(j) An appointment, or the termination or suspension of an appointment of an alternate
director, must be in writing and signed and takes effect only when the company has
received notice in writing of the appointment, termination or suspension.
(k) An alternate director is not to be taken into account in determining the minimum or
maximum number of directors allowed or the rotation of directors under this constitution.
(l) In determining whether a quorum is present at a meeting of directors, an alternate
director who attends the meeting is to be counted as a director for each director on
whose behalf the alternate director is attending the meeting.
(m) An alternate director is not entitled to receive any remuneration as a director from the
company otherwise than out of the remuneration of the director appointing the alternate
director but is entitled to travelling, hotel and other expenses reasonably incurred for the
purpose of attending any meeting of directors at which the appointor is not present.
7.15 Committees of directors
(a) The directors may delegate any powers to a committee of directors.
(b) A committee to which any powers have been delegated must exercise the powers
delegated in accordance with any directions of the directors.
(c) The provisions of this constitution applying to meetings and resolutions of directors apply,
so far as they can and with any necessary changes, to meetings and resolutions of a
committee of directors, except to the extent they are contrary to any direction given under
rule 7.15(b).
(d) Membership of a committee of directors may, if the directors so resolve, be treated as an
extra service or special exertion performed by the directors for the purposes of
rule 7.3(g).
7.16 Delegation to a director
(a) The directors may delegate any of their powers to one director.
(b) A director to whom any powers have been so delegated must exercise the powers
delegated in accordance with any directions of the directors.
(c) The acceptance of a delegation of powers by a director may, if the directors so resolve,
be treated as an extra service or special exertion performed by the delegate for the
purposes of rule 7.3(g).
7.17 Validity of acts
An act done by a meeting of directors, a committee of directors or a person acting as a
director is not invalidated by:
(a) a defect in the appointment of a person as a director or a member of a committee; or
(b) a person so appointed being disqualified or not being entitled to vote,
if that circumstance was not known by the directors, committee or person when the act
was done.
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