11BDirections by members

### 11B Directions by members > [*\[Section 11B Inserted by No. 18 of 2025, s. 8, Applied:01 Jan 2026\]*](/view/html/inforce/2026-01-01/act-2025-018#GS8@EN) > > > (1)  The members may give a direction to a company or a wholly-owned subsidiary of a company. > > > (2)  Before the members give a direction under [subsection (1)](#GS11B@Gs1@EN) to a company, or a wholly-owned subsidiary, the members are to notify the company or wholly-owned subsidiary in writing that – > > > > > > (a) the members intend to give the direction on the matter specified in the notification; and > > > > > > > (b) the company or wholly-owned subsidiary has the period specified in the notification to provide information to the members in respect of the specified matter. > > > (3)  A direction given to a company, or a wholly-owned subsidiary, under [subsection (1)](#GS11B@Gs1@EN)  – > > > > > > (a) may be given even if the direction is contrary to – > > > > > > > > > > (i) the memorandum and articles of association of the company; or > > > > > > > > > > > (ii) a statement of expectations under [section 11A](#GS11A@EN) in force in respect of the company or subsidiary; or > > > > > > > > > > > (iii) the statement of corporate intent under [section 11F](#GS11F@EN) in force in respect of the company or subsidiary; or > > > > > > > > > > > (iv) Treasurer’s Instructions in force in respect of the company or subsidiary; or > > > > > > > > > > > (v) if the direction is given to a wholly-owned subsidiary, the constitution of the subsidiary; or > > > > > > > > > > > (vi) if the company or wholly-owned subsidiary provided information in respect of the direction in accordance with [subsection (2)](#GS11B@Gs2@EN) , that information; and > > > > > > > (b) may not be given if the direction is contrary to the provisions of this Act or another Act of this State or the Commonwealth. > > > (4)  The members may, by written notice to a company or its subsidiary at any time, amend or revoke a direction given to the company or subsidiary under [subsection (1)](#GS11B@Gs1@EN)  – > > > > > > (a) at their own discretion; or > > > > > > > (b) on the written request of – > > > > > > > > > > (i) the board of directors of the company; or > > > > > > > > > > > (ii) the subsidiary board; or > > > > > > > (c) as a result of an objection made under [section 11C](#GS11C@EN) in respect of the direction. > > > (5)  As soon as practicable after a direction is given under [subsection (1)](#GS11B@Gs1@EN) , or amended or revoked under [subsection (4)](#GS11B@Gs4@EN) , the members must ensure that a written copy of the direction so given, or a copy of the written notice given for an amendment or revocation of a direction – > > > > > > (a) is signed, and dated, by each member of the company; and > > > > > > > (b) is given to the board of directors of the company or the subsidiary board. > > > (6)  A direction given under [subsection (1)](#GS11B@Gs1@EN) , or an amendment or revocation of such a direction under [subsection (4)](#GS11B@Gs4@EN) , takes effect – > > > > > > (a) on the day on which a copy of the direction, or a copy of the written notice of the amendment or revocation, is given to the relevant board under [subsection (5)](#GS11B@Gs5@EN) ; or > > > > > > > (b) on such later date as is specified in the direction or notice of the amendment or revocation. > > > (7)  A company, or a wholly-owned subsidiary, must comply with each direction given to the company or subsidiary under this section. > > > (8)  It is a defence in proceedings for an offence under any Act, if the defendant establishes that the act, or omission, that is the basis of the offence was a result of complying with a direction, or purported direction, given under this section.