Section 10 - Australian Jockey and Sydney Turf Clubs Merger Act 2010 - Appointment of directors of merged racing club

10Appointment of directors of merged racing club

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10 Appointment of directors of merged racing club

(1) Appointment of independent and club appointed directors of first board The following bodies and person are specifically authorised to appoint the 9 directors of the first board of the merged racing club as follows:

(a) the board of directors of the AJC is to appoint 3 of the directors,

(b) the board of directors of the STC is to appoint 3 of the directors,

(c) the Minister is to appoint 3 of the directors (the independent directors) on the recommendation of a selection panel constituted under this section (an appointments selection panel).

Note—

See, in particular, section 5G (4) and (11) of the Corporations Act and the declaration made in relation to this section by section 44 (1) of this Act.

(2) When appointing their 3 directors to the first board of the merged racing club, the boards of directors of the AJC and STC are each to designate in the instrument of appointment of one of their appointees that the appointee is the club’s short-term appointment.

Note—

The short-term appointment of the boards of directors of the AJC or STC will hold office for only 12 months while the other directors appointed by the boards will hold office for 4 years. See clause 4 of the mandatory corporate governance provisions for the merged racing club in Schedule 1.

(3) Appointment of replacement independent directors The Minister is specifically authorised, on the recommendation of an appointments selection panel, to appoint a person to replace an independent director whenever the office of an independent director becomes vacant.

(4) Persons not eligible to be appointed A person is not eligible to be appointed as an independent director if the person:

(a) is an employee of a race club or racing association, or

(b) is or was a member of the appointments selection panel constituted to recommend the appointment, or

(c) is a member of the governing body of a race club or eligible industry body (including a director of the AJC or STC), or

(d) holds a licence issued by Racing New South Wales or by a racing association, or

(e) is registered by or with the Greyhound Welfare and Integrity Commission under the or Harness Racing New South Wales under the , or