SCHEDULE 2 - Provisions to be SCHEDULE 2 - Provisions to be Included in Constitution

[Schedule 2 Inserted by No. 18 of 2025, s. 33, Applied:01 Jan 2026]

Section 8

1.   Terms of directors

(1) Except as approved under clauses 2 and 3 , a person may not be appointed to serve as director on the Board if the person –

(a) has previously served 2 full terms as director on the Board, whether consecutive or not; or

(b) has previously held the position of chief executive officer of the Company.

(2) For the avoidance of doubt, subclause (1) does not apply to a term as director if –

(a) the person –

(i) holds the office of director to fill a vacancy in the office of director; and

(ii) only holds that office for the remainder of the vacating director’s term; and

(b) the person has not previously been appointed as director for a full term.

(3) For the purposes of this clause, a person has served a full term as director –

(a) if the person has held the office of director for the amount of time for which the person was appointed to that office, before being required to be reappointed to the office; and

(b) regardless of whether that person served the full term as director before, or after, the commencement of the Government Business Governance Reforms Act 2025.

(4) For the purposes of this clause, the operation of section 21(3)(b) of the Acts Interpretation Act 1931 in respect of a person’s appointment to the office of director is taken to be an extension of the person’s full term as director and not a reappointment of the person to the office of director.