New South Wales Consolidated Acts New South Wales Consolidated Acts
(1) Each transaction SOC is to have a board of directors.
(2) The board is to consist of--(a) the chief executive officer, and(b) at least 3 and not more than 5 other directors appointed by the voting shareholders.
(3) Of the directors appointed under subclause (2) (b), one is (in and by the director's instrument of appointment as director or in and by another instrument executed by the voting shareholders) to be appointed as Chairperson of the Board.
(4) The board is accountable to the voting shareholders in the manner set out in Part 4 of the State Owned Corporations Act 1989 and in the constitution of the transaction SOC.
(5) The voting shareholders may remove a director, or the chairperson, from office at any time for any or no reason and without notice and, in that event, the office of the director or chairperson is taken to have become vacant for the purposes of Schedule 8 to the State Owned Corporations Act 1989 .
(6) Except as provided by this clause, Schedule 8 to the State Owned Corporations Act 1989 has effect with respect to the constitution and procedure of the board.
(7) The provisions of section 20J of the State Owned Corporations Act 1989 , and of clauses 2 (1) and (2) and 7 (1) (d) and (2) of Schedule 8 to that Act, do not apply to a transaction SOC or to the chairperson.
(8) The provisions of clause 6 of Schedule 8 to the State Owned Corporations Act 1989 do not apply to the chief executive officer, and the chief executive officer is not entitled to remuneration under that clause, in his or her capacity as a director.
(1) The chief executive officer of a transaction SOC is to be appointed by the board after consultation with the voting shareholders.
(2) The board may remove a person from office as chief executive officer, at any time, for any or no reason and without notice, but only after consultation with the voting shareholders.
(3) The chief executive officer is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine.
(4) The board may, after consultation with the voting shareholders, fix the conditions of employment of the chief executive officer in so far as they are not fixed by or under any other Act or law.
(5) The Government Sector Employment Act 2013 (Chapter 6 included) does not apply to the chief executive officer.
(6) Subject to subclause (7), Schedule 9 to the State Owned Corporations Act 1989 has effect with respect to the chief executive officer.
(7) The provisions of section 20K of the State Owned Corporations Act 1989 , and of clauses 2, 3 and 6 of Schedule 9 to that Act, do not apply to the chief executive officer.
(1) The board may, from time to time, appoint a person to act in the office of chief executive officer during the illness or absence of the chief executive officer.
(2) The board may remove a person from office as acting chief executive officer, at any time, for any or no reason and without notice.
(3) A person, while acting in the office of chief executive officer--(a) has all the functions of the chief executive officer and is taken to be the chief executive officer, and(b) is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine.
(4) For the purposes of this clause, a vacancy in the office of chief executive officer is regarded as an absence from office.
(5) Clause 5 of Schedule 9 to the State Owned Corporations Act 1989 does not apply to an acting chief executive officer of a transaction SOC.
(1) The voting shareholders of a transaction SOC, in consultation with the board, are to determine the corporation's share dividends scheme.
(2) The dividends to be paid by a transaction SOC are to be declared by the board in accordance with the share dividends scheme so determined.
(3) The provisions of section 20S (1) of the State Owned Corporations Act 1989 do not apply to a transaction SOC.
The provisions of section 29 (2) of the State Owned Corporations Act 1989 do not apply to a transaction SOC.