198APowers of directors (replaceable rule—see section 135)

#### 198A Powers of directors (replaceable rule—see section 135) (1) The business of a company is to be managed by or under the direction of the directors. > Note: See section 198E for special rules about the powers of directors who are the single director/shareholder of proprietary companies. (2) The directors may exercise all the powers of the company except any powers that this Act or the company’s constitution (if any) requires the company to exercise in general meeting. > Note: For example, the directors may issue shares, borrow money and issue debentures.