Commonwealth Repealed Acts

This legislation has been repealed.

CORPORATIONS LAW- SECT 201C

Directors of public companies, or subsidiaries, over 72

 
 
(1)
A person who has turned 72 may only be
appointed or act as a director of: 
 
 
 
(a)
a public company; or

(b)
a company that is a subsidiary of a public company; 

 
if authorised to do so under this section.
 

(2)
A person may act as a director of a company during the period
that: 
 
 
 
(a)
starts on the
day on which they turn 72; and

(b)
ends at the conclusion of the AGM beginning next after that day.


 
 
(3)
The office of a director of a public
company, or of a subsidiary of a public company, becomes vacant at the
conclusion of the AGM of the public company, or the subsidiary, beginning next
after the director turns 72.


(4)
If a proprietary company is a subsidiary of a public company:
 
 
 
(a)
subsection (3) does
not apply to it; and

(b)
a person may continue to act as a director of the proprietary
company until the next AGM of the public company after the person turns 72;
and

(c)
the person's office of director becomes vacant at the end of that
meeting. 

 
 Note: Proprietary companies
do not need to hold annual general meetings (see section 250N).


 
 
(5)
An act done by a person as a director is
valid even if it is afterwards discovered that they had turned 72 at the time
when they were appointed or that their appointment had terminated under
subsection (3) or (4).


(6)
If the office of a director has become vacant under subsection
(3) or (4), no provision for the automatic re-appointment of retiring
directors in default of another appointment applies in relation to that
director.


(7)
If a vacancy created under subsection (3) or (4) is not filled at
the meeting at which the office became vacant, the office may be filled as a
casual vacancy.


(8)
Subject to subsections (9) and (10), a person who has turned 72
may by special resolution be appointed or re-appointed as a director of that
company to hold office until the conclusion of the company's next AGM company
if: 
 
 
 
(a)
the resolution
states the person's age; and

(b)
the notice of meeting states that the person is a candidate for
election who has turned 72 and states the person's age. 

 
 
(9)
If the company is a subsidiary of a
public company, the appointment or re-appointment referred to in subsection
(8) does not have effect unless: 
 
 

(a)
the person appointed or re-appointed is a director of the public
company; or

(b)
the appointment or re-appointment of the person as a director of
the company has been approved by a special resolution of the public company
and the notice of meeting states that the person is a candidate for election
as a director of the company who has turned 72 and states the person's age.


 
 
(10)
If the subsidiary is a proprietary
company: 
 
 
 
(a)
the person
may be appointed or re-appointed as a director of the subsidiary until the end
of the next AGM of the holding company; and

(b)
the appointment does not need a resolution under subsection (8);
and

(c)
the appointment must satisfy either paragraph (9)(a) or (b).


 
 
(11)
If: 
 
 
 
(a)
the constitution of a company limited by
guarantee provides for the holding of postal ballots for the election of a
director or directors; and

(b)
a postal ballot for the election of a director or directors is
held and in the ballot: 

 
 
(i)
the
members entitled to vote have been given notice in writing by the company
stating that a candidate for election has turned 72 and stating the age of the
candidate; and

(ii)
that candidate is elected by a majority of not less than 75% of
the members who, being entitled to vote, vote in the ballot; 

 
that candidate may be appointed or re-appointed as a
director to hold office until the conclusion of the next AGM of the
company.
 
 
(12)
If: 
 
 
 
(a)
the constitution of a company limited by guarantee
provides for the election or appointment of a director or directors otherwise
than by members at a general meeting or by postal ballot of members;
and

(b)
ASIC declares in writing that this section does not apply to the
company or its directors; 

 
then, subject to the conditions (if any) that ASIC specifies in
the declaration, this section does not so apply.
 

(13)
A vacancy in the office of a director occurring under subsection
(3) or 
(4)
is not to be taken into account in determining when other
directors are to retire.


(14)
Nothing in this section limits, or affects the operation of, any
provision of a company's constitution that prevents any person from being
appointed as a director or requiring any director to vacate their office at
any age less than 72 years.