This document is rules for alternate directors.

Directors and officers

A director is a person who is appointed to the position of director. This can include the following:

• appointed directors;
• governing directors;
• nominee directors;
• alternate directors;
• associate directors;
• de facto directors and shadow directors; and
• executive, non-executive and independent directors, including managing directors and chairmen.

Generally, the process for appointing directors is governed by the company's constitution. The constitution may give the general meeting power to appoint directors, and may also confer power on the directors to fill casual vacancies and appoint additional directors. A public company must have at least three directors (not counting alternates). A proprietary company must have at least one director.

Alternate directors

Most constitutions allow directors to appoint an alternate director to act in their place. Sometimes directors may do so unilaterally, but more commonly the appointment must be with the approval of the other directors. The powers and duties of an alternate director depend, to some extent, on the constitution of the company.

In some circumstances, the constitution may require the alternate to act as agent of the appointing director, but more usually, it will authorise the alternate director to act in his or her own right when the appointing director is absent. However, when an alternate director is acting as a director, he or she is in the same legal position as any other director. An alternate director may still be found to be in breach of the Corporations Act 2001 (Cth) (Act). Alternate directors need to abide by the rules adopted by the company in relation to alternate directors to guide them in their involvement in the company.

You should see Australian Security and Investments Commission (ASIC) Form 484, which is used to notify ASIC of changes to companies. See also section 205B(2) of the Act which requires terms for when the alternate is to act to be set out.

Related document

• Resolution to approve appointment of alternate director
• Rules providing for removal and appointment of nominee directors
• Rule providing for appointment by general meeting
• Rules for alternate directors
• Rules for governing directors

Rules for nominee directors

This document has been updated for LexisNexis by Jane Garber-Rosenzweig, Partner, Gable Lawyer. Previous versions of this were authored by Kate Mills, Peter Richard, Robert D Jeremy, Robert M A Mangioni, Kathleen H Clothier and Amanda Beattie.

This document is prepared with the assistance of Specialist Editors Karen Lee and Geoff Geha.