QLD Corporate Constitution

[teski]

Guido was a director Rocco Ltd. He was employed under a contract that gave him a two year term in office. In contrast, the corporate constitution seemed to say he could be removed by a vote. Advise Guido on the engagement of directors within a company. In so doing, discuss any issues which go to executive salary.

 

[Harry De Elle]

Hi Teski, on the facts it appears that the company is a public company and therefore a director may only be removed in accordance with s203D by ordinary resolution of the Corporations Act 2001. The term of office is usually contained in the company's constitution. The appointment of directors will typically be appointed by the members of the company. Should replaceable rules apply to the company, the members may appoint a director by passing an ordinary resolution per s201G. Not all directors are appointed by members. The ConstitutionMay allow the directors themselves to appoint additional directors.Members of the company have the right to vote on the remuneration paid to directors.If the replaceable role in s202A Applies to the company the remuneration must therefore be approved by ordinary resolution. If there is no such provision the directors will be free to determine their own remuneration without shareholder approval. Chapter 2E should be considered and applied accordingly.