This document is a rule providing for appointment by a general meeting.
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.
Rules for appointment
The following rule should either be part of the company’s constitution or adopted by the company as an operational rule agreed to by the shareholders.
- Rules providing for removal and appointment of nominee directors
- 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.