Western Australian Current Acts Western Australian Current Acts[s. 10(1)]
1 . Board to determine own procedure
The Board may
determine its own procedure for calling and conducting Board meetings except
to the extent that it is prescribed under this Act.
[Clause 1 amended: No. No. 25 of 2007 s. 6(7); No.
35 of 2011 s. 30.]
The quorum at a Board
meeting is 5 directors.
A Board meeting is to
be presided over by —
(a) the
chairman; or
(b) in
the absence of the chairman, the deputy chairman (if one has been appointed);
or
(c) in
the absence of the chairman and deputy chairman, a director chosen by the
directors present at the meeting.
[Clause 3 amended: No. 25 of 2007 s. 19(2).]
At a Board meeting
—
(a) each
director has one vote; and
(b) the
person presiding does not have a casting vote; and
(c) a
resolution is passed if 5 or more directors vote in favour of it.
[Clause 4 amended: No. 25 of 2007 s. 19(1).]
The Board is to cause
accurate minutes to be kept and preserved of the proceedings at each Board
meeting and of each resolution passed by the Board.
6 . Resolution without meeting
A written resolution
signed by each director who would have been entitled to vote on the resolution
at a meeting is as effectual as if it had been passed at a Board meeting.
7 . Telephone or video attendance at meetings
A director may attend
a Board meeting by telephone, audio-visual link-up or any other form of
instantaneous communication if all directors attending the meeting are
simultaneously in contact with each other.
(1) The Board may
appoint committees to assist it in the performance of its functions, and may
discharge or alter any committee so appointed.
(2) The Board may
appoint a person to a committee whether or not the person is a director.
(3) The Board may act
on the advice of a committee.
(4) Subject to any
directions given by the Board, a committee may determine its own procedure.
9 . Material interest, defined
(1) For the purposes
of this Schedule a person has a material interest in a matter if the person
—
(a)
subject to subclauses (2) and (3) has a direct or indirect pecuniary interest
in the matter; or
(b) has
given advice for remuneration in relation to the matter to the Board; or
(c)
subject to subclauses (2) and (3) has a non-pecuniary interest in the matter.
(2) An interest in a
matter is not a material interest if it arises by reason only that the person
is —
(a) a
Member; or
(b) a
person who works for an Employer; or
(c) an
Employer or a member of the board or other body responsible for the control or
direction of an Employer; or
(d) an
employee of a union or association of unions; or
(e) a
member of a corporation listed on a prescribed financial market (within the
meaning given by section 9 of the Corporations Act) in Australia, unless that
interest is material in relation to that corporation.
(3) The interest of a
person in an existing or proposed contract of insurance is not a material
interest if it arises by reason only that the contract insures, or is proposed
to insure, the person against a liability incurred by the person in his or her
capacity as a director or committee member.
(4) Subclause (3) does
not apply if the Board is the insurer.
[Clause 9 amended: No. 21 of 2003 s. 34; No. 25 of
2007 s. 18 and 19(2).]
10 . Material interests to be disclosed etc.
(1) A director or
committee member who has a material interest in a matter involving the Board
or the Fund must, as soon as possible after the relevant facts have come to
the person’s knowledge, disclose the nature of the interest at a meeting
of the Board or committee.
(2) A disclosure under
subclause (1) is to be recorded in the minutes of the meeting.
(3) A disclosure under
subclause (1) by a person that he or she —
(a) is a
member or employee of a particular company or body; or
(b) is a
partner or employee of a particular person; or
(c) has
some other specified interest relating to a particular company, body or
person,
is a sufficient
disclosure of the person’s interest in relation to any matter or thing
involving that company, body or person which arises after the disclosure is
made.
(4) A contravention of
this clause by a person does not invalidate a decision of the Board or
committee.
[Clause 10 amended: No. 25 of 2007 s. 19(2).]
11 . Director etc. with material interest not to
vote etc.
(1) A director or
committee member who has a material interest in a matter being considered by
the Board or committee —
(a) must
not be present while the matter is being considered at a meeting of the Board
or committee; and
(b) must
not vote on the matter, whether at a meeting or otherwise.
(2) If as a result of
one or more directors being disqualified under subclause (1) the Board is
unable to form a quorum in relation to a matter, the Treasurer may deal with
the matter.
[Clause 11 amended: No. 35 of 2011 s. 31.]
12 . Clause 11 may be disapplied
(1) Clause 11 does not
apply if the Board has at any time passed a resolution that —
(a)
specifies the director or committee member, the interest and the matter; and
(b)
states that the directors voting for the resolution are satisfied that the
interest should not disqualify the director or committee member from
considering or voting on the matter.
(2) A director who has
a material interest in a matter —
(a) must
not be present at a meeting of the Board while a proposed resolution under
subclause (1) in relation to that matter is being considered; and
(b) must
not vote, whether at a meeting or otherwise, on a proposed resolution under
subclause (1) in relation to the matter, whether in relation to that or a
different director.
(3) The Treasurer may
by notice to the Board declare that clause 11 does not apply in relation to a
specified matter either generally or in voting on particular resolutions.
(4) The text of any
declaration received by the Board is to be included in the annual report
submitted by the accountable authority of the Board under Part 5 of the
Financial Management Act 2006 .
[Clause 12 amended: No. 77 of 2006 Sch. 1 cl.
160(3); No. 35 of 2011 s. 31.]