(a) the business of the Company must be managed by the board of directors; and
(b) the board of directors may exercise all powers of the Company as are not, by the Corporations Act or by this constitution, required to be exercised by the members.
(1) Except as approved under clauses 2B and 2C, 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 –
Part SCHEDULE 1 - Provisions to be - Racing (Tasracing Pty Ltd) Act 2009 - SCHEDULE 1 - Provisions to be included in constitution | Zoe
(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 theActs 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.
2B. Members may appoint directors for subsequent terms
(1) A person may be appointed for a third or subsequent term as director if the members of the Company are satisfied that exceptional circumstances exist that require the person to serve a third, or subsequent, term.
(2) If a person is appointed for a third or subsequent term as director, the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
(a) a statement that includes the following information:
(i) the fact that the appointment has been made;
(ii) the duration of the term of the appointment so made;
(iii) how many times the person, so appointed, has been appointed to the office of director; and
(b) if appropriate, the exceptional circumstances relied upon by the members of the Company when making the appointment.
2C. Members may appoint former chief executive officers as directors
(1) A former chief executive officer of the Company may be appointed as director if the members of the Company are satisfied that exceptional circumstances exist that require the person to be appointed as director.
(2) If a former chief executive officer of the Company is appointed as director under subclause (1) , the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
(a) a statement that includes the following information:
(i) the fact that the appointment has been made;
(ii) the duration of the term of the appointment so made;
(iii) that the person was previously the chief executive officer of the Company; and
(b) if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
3. Approval for borrowings
Except where approved by special resolution, the Company must not borrow from any person other than the Tasmanian Public Finance Corporation.
4. Approval for matters relating to ownership of subsidiaries
Except where approved by special resolution, the Company must not –
(a) form or acquire, or participate in the formation or acquisition of, a subsidiary; or
(b) dispose of shares in a subsidiary; or
(c) enter into any transaction which may result in a subsidiary ceasing to be a subsidiary.
5. Approval for sale or other disposition of undertaking or assets
(1) The Company must not sell or otherwise dispose of the whole or a substantial part of its undertaking or assets unless the sale or disposal is approved by each House of Parliament.
(2) A sale or disposal is approved by a House of Parliament –
(a) when the House passes a motion approving the sale or disposal; or
(b) at the end of 5 sitting-days after notice of the sale or disposal was laid before the House, if no notice of a motion to disapprove the sale or disposal is before the House; or
(c) if notice of any such motion to disapprove is before the House at the end of that period, when the first of the following occurs:
(i) the notice is withdrawn;
(ii) the motion is negatived;
(iii) a further period of 5 sitting-days ends.
6. Approval for constitution of subsidiary in relation to borrowings
Except where approved by special resolution, the Company must not –