New South Wales Consolidated Acts New South Wales Consolidated ActsIn this Schedule--
"director" means a director of the Board.
(1) Of the directors, 2 are (in and by their respective instruments of appointment or in and by other instruments executed by the Governor) to be appointed as chairperson and deputy chairperson of the Board, respectively.
(2) A person is not eligible to be appointed as chairperson or deputy chairperson if the person is or has, during the previous 7 years, been--(a) a greyhound racing industry participant, or(b) a proprietor of a greyhound trial track, or(c) a racing club official or a member of a greyhound racing club, or(d) a member of GRNSW as constituted under the former Act, or(e) a member of any other body (or body of a class) prescribed by the regulations for the purposes of this clause.
(3) The Minister may at any time remove a director from the office of chairperson or deputy chairperson of the Board.
(4) A person holding the office of chairperson or deputy chairperson of the Board vacates that office if the person--(a) is removed from that office by the Minister, or(b) resigns that office by instrument in writing addressed to the Minister, or(c) ceases to be a director, or(d) becomes a person who is ineligible to be appointed as chairperson or deputy chairperson of the Board.
(1) Subject to this Schedule, a director holds office for such period (not exceeding 3 years) as is specified in the director's instrument of appointment, but is eligible (if otherwise qualified) for re-appointment.
(2) A person may not hold office as a director for more than 9 years in total (whether or not for consecutive periods).
(1) A director is entitled to be paid--(a) remuneration consisting of a base amount adjusted annually in accordance with the annual percentage increase (if any) in the Consumer Price Index occurring after the determination or redetermination of the base amount takes effect, and(b) allowances to reimburse the director for expenses that the director may incur (such as for travel or accommodation).
(2) The Statutory and Other Offices Remuneration Tribunal may, on the application of the Board, redetermine the base amount from time to time, with effect from the date of the redetermination or such later date as the Tribunal may specify.
(3) In this clause--
"base amount" means an amount determined for the purposes of this clause by the Statutory and Other Offices Remuneration Tribunal (which determination, whenever made, is taken to be effective on the commencement of this subclause).
"Consumer Price Index" means the number appearing in the Consumer Price Index (All Groups Index) for Sydney issued by the Australian Statistician.
(1) The office of a director becomes vacant if the director--(a) dies, or(b) completes a term of office and is not reappointed, or(c) resigns the office by instrument in writing addressed to the Minister, or(d) is absent from 4 consecutive meetings of the Board of which reasonable notice has been given to the director personally or in the ordinary course of post, except on leave granted by the Minister or unless, before the expiration of 4 weeks after the last of those meetings, the director is excused by the Minister for having been absent from those meetings, or(e) becomes a person who is not eligible to be a director, or(f) is removed from office under subclause (2).
(2) The Minister may remove a director from office for incapacity, incompetence, misbehaviour or a contravention of the code of conduct adopted by the Board under clause 15.
(3) A director cannot be removed from office under Part 6 of the Government Sector Employment Act 2013 .
(4) If the office of a director becomes vacant, a person is, subject to this Act, to be appointed to fill the vacancy.
(1) If--(a) a director has a pecuniary interest in a matter being considered or about to be considered at a meeting of the Board, and(b) the interest appears to raise a conflict with the proper performance of the director's duties in relation to the consideration of the matter,the director must, as soon as possible after the relevant facts have come to the director's knowledge, disclose the nature of the interest at a meeting of the Board.
(2) A disclosure by a director at a meeting of the Board that the director--(a) is a director, or is in the employment, of a specified company or other body, or(b) is a partner, or is in the employment, of a specified person, or(c) has some other specified interest relating to a specified company or other body or to a specified person,is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1).
(3) Particulars of any disclosure made under this clause must be recorded by the Board in a book kept for the purpose and that book must be open at all reasonable hours to inspection by any person on payment of a reasonable fee determined by the Board.
(4) After a director has disclosed the nature of an interest in any matter, the director must not, unless the Board otherwise determines--(a) be present during any deliberation of the Board with respect to the matter, or(b) take part in any decision of the Board with respect to the matter.
(5) For the purpose of the making of a determination by the Board under subclause (4), a director who has a pecuniary interest in a matter to which the disclosure relates must not--(a) be present during any deliberation of the Board for the purpose of making the determination, or(b) take part in the making by the Board of the determination.
(6) A contravention of this clause does not invalidate any decision of the Board.
(7) This clause applies to a member of a committee of the Board and the committee in the same way as it applies to a director of the Board and the Board.
(1) For the purposes of clause 6, a pecuniary interest is an interest that a person has in a matter because of a reasonable likelihood or expectation of appreciable financial gain or loss to the person or another person with whom the person is associated as provided by subclauses (3) and (4).
(2) A person does not have a pecuniary interest in a matter if the interest is so remote or insignificant that it could not reasonably be regarded as likely to influence any decision the person might make in relation to the matter.
(3) A person is taken to have a pecuniary interest in a matter if--(a) the person's spouse or de facto partner or a relative of the person, or a partner or employer of the person, has a pecuniary interest in the matter, or(b) the person, or a nominee, partner or employer of the person, is a member of a company or other body that has a pecuniary interest in the matter.
(4) However, a person is not taken to have a pecuniary interest in a matter as referred to in subclause (3)--(a) if the person is unaware of the relevant pecuniary interest of the spouse, de facto partner, relative, partner, employer or company or other body, or(b) just because the person is a director of, or is employed by, a statutory body or is employed by the Crown, or(c) just because the person is a member of a company or other body that has a pecuniary interest in the matter, so long as the person has no beneficial interest in any shares of the company or body.
It is the duty of each director to act in the public interest and in the interests of the greyhound racing industry as a whole in the State.
The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is, subject to this Act and the regulations, to be as determined by the Board.
The quorum for a meeting of the Board is a majority of its directors.
(1) The chairperson of the Board (or, in the absence of the chairperson, the deputy chairperson of the Board) is to preside at a meeting of the Board.
(2) The person presiding at a meeting of the Board has a deliberative vote and, in the event of an equality of votes, has a second or casting vote.
A decision supported by a majority of the votes cast at a meeting of the Board at which a quorum is present is the decision of the Board.
(1) The Board may, if it thinks fit, transact any of its business by the circulation of papers among all of its directors, and a resolution in writing approved in writing by a majority of the voting directors is taken to be a decision of the Board.
(2) The Board may, if it thinks fit, transact any of its business at a meeting at which directors (or some directors) participate by telephone, closed-circuit television or other means, but only if a director who speaks on a matter at the meeting can be heard by the other directors.
(3) For the purposes of--(a) the approval of a resolution under subclause (1), or(b) a meeting held in accordance with subclause (2),the chairperson and each other director have the same voting rights as they have at an ordinary meeting of the Board.
(4) A resolution approved under subclause (1) is to be recorded in the minutes of the meetings of the Board.
(5) Papers may be circulated among directors for the purposes of subclause (1) by facsimile or other transmission of the information in the papers concerned.
The Minister may call the first meeting of the Board in such manner as the Minister thinks fit.
(1) The Board must adopt a code of conduct to be observed by the directors.
(2) The code of conduct must include a statement of the directors' duties under clauses 6 and 8 and the obligations of the Board under clause 6 in connection with disclosures under that clause.
(3) The Board must review its code of conduct at least every 3 years and make such changes to it as it considers appropriate.
(1) The Government Sector Employment Act 2013 does not apply to or in respect of the appointment of a director.
(2) If by or under any Act provision is made--(a) requiring a person who is the holder of a specified office to devote the whole of his or her time to the duties of that office, or(b) prohibiting the person from engaging in employment outside the duties of that office,the provision does not operate to disqualify the person from holding that office and also the office of a director or from accepting and retaining any remuneration payable to the person under this Act as a director.