12Membership of Board

#### 12 Membership of Board (1) The Board shall consist of: (a) the Managing Director; and (b) the Chairperson; and (ba) the staff‑elected Director; and (c) not fewer than 4 nor more than 6 other Directors. (2) A Director referred to in paragraph (1)(b) or (c) shall be appointed by the Governor‑General and, subject to sections 16 and 18, holds office on a part‑time basis for such period, not exceeding 5 years, as is specified in the instrument of his or her appointment, but is eligible for re‑appointment. (2A) The sum of the periods for which a person holds either or both of the following offices must not exceed 10 years: (a) an office referred to in paragraph (1)(b); (b) an office referred to in paragraph (1)(c). > Note: Example 1: Assume a person holds office as Chairperson for an initial period of 5 years and then holds office as Chairperson for a further period of 5 years. > Note: The person cannot hold office as Chairperson again and cannot hold office as a Director referred to in paragraph (1)(c). > Note: Example 2: Assume a person holds office as a Director referred to in paragraph (1)(c) for a period of 5 years and then holds office as Chairperson for a period of 3 years. > Note: The person may now hold office as Chairperson, or as a Director referred to in paragraph (1)(c), for a maximum period of 2 years. (3) The Governor‑General shall appoint one of the non‑executive Directors to be the Deputy Chairperson of the Board. (4) The performance of the functions or the exercise of the powers of the Board is not affected by a vacancy in the office of Managing Director, of Chairperson or of staff‑elected Director, by reason that there is no Deputy Chairperson or by reason of the number of Directors referred to in paragraph (1)(c) falling below 4 for not longer than 6 months. (4A) If an election of a person as the staff‑elected Director is invalid because of a defect or irregularity in connection with that election, the performance of the functions, or the exercise of the powers, of the Board is not affected by anything done, or omitted to be done, by or in relation to that person while he or she purported to be, or to act as, the staff‑elected Director. (5) Before the Governor‑General appoints a person as a Director referred to in paragraph (1)(b) or (c): (a) if the appointment is of the Chairperson—the Prime Minister; or (b) if the appointment is not of the Chairperson—the Minister; must be satisfied that the person is suitable for appointment because of: (c) having had experience in connection with the provision of broadcasting services or in communications or management; or (d) having expertise in financial or technical matters; or (e) having cultural or other interests relevant to the oversight of a public organisation engaged in the provision of broadcasting services. (5A) The following persons are not eligible for appointment as a Director referred to in paragraph (1)(b) or (c): (a) a member or former member of the Parliament of the Commonwealth; (b) a member or former member of the Parliament of a State, of the Legislative Assembly for the Australian Capital Territory or of the Legislative Assembly of the Northern Territory; (c) a person who is or was a senior political staff member. (5AA) However, so far as subsection (5A) relates to a person who: (a) is a former member of a Parliament or a Legislative Assembly referred to in that subsection; or (b) was a senior political staff member; that subsection applies only for the period of 12 months beginning on the day the person ceased to be a member of that Parliament or that Legislative Assembly or a senior political staff member. (5AB) A person who: (a) is a former member of a Parliament or a Legislative Assembly referred to in subsection (5A); or (b) was a senior political staff member; must not be appointed as a Director referred to in paragraph (1)(b) or (c) unless, in accordance with Part IIIA, the Nomination Panel has nominated the person for the appointment. (5B) Subject to subsections (5C) and (5D), a person must not be appointed as a Director referred to in paragraph (1)(b) or (c) unless Part IIIA is complied with. (5C) The Prime Minister may recommend to the Governor‑General that a particular person be re‑appointed as Chairperson without Part IIIA being complied with. (5D) The Minister may recommend to the Governor‑General that a particular person be re‑appointed as a Director referred to in paragraph (1)(c) without Part IIIA being complied with. (6) A person shall not continue to hold the position of Deputy Chairperson or acting Chairperson if he or she ceases to be a Director. (7) The appointment of a Director referred to in paragraph (1)(b) or (c) is not invalid merely because of a defect or irregularity in relation to the appointment (including a failure to comply with Part IIIA).