sec.438GRequirements about appointment of directors

### sec.438G Requirements about appointment of directors The majority of the directors of a network company must consist of eligible persons. In this section— eligible person means a person who— is not an employee of a QR National company; and has not been an employee of a QR National company at any time during the ineligibility period; and is not engaged by a QR National company to provide advisory or consultancy services to a QR National company, if the engagement could reasonably be regarded as material to that person; and has not been engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if the engagement could reasonably be regarded as material to that person; and is not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that is engaged by a QR National company to provide advisory or consultancy services to a QR National company, if— the person is directly involved in providing those services; and the engagement could reasonably be regarded as material to the company or partnership; and was not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that was engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if— the person was directly involved in providing those services; and the engagement could reasonably be regarded as material to the company or partnership; and is not an employee of a company or partnership, an officer of a company other than a QR National company, or a partner in a partnership, that has a contract with a QR National company, if the contract could reasonably be regarded as material to the company or partnership; and does not have a substantial holding in a QR National company; and is not an officer of a company that— is not a QR National company; and has a substantial holding in a QR National company. employee , of a company, does not include a person who is engaged solely as a director of the company. ineligibility period , in relation to an eligible person, means the period of 3 years prior to the appointment of the person as a director of the network company. substantial holding has the meaning given in the Corporations Act . s 438G ins 2010 No. 32 s 77 (sec.438G-ssec.1) The majority of the directors of a network company must consist of eligible persons. (sec.438G-ssec.2) In this section— eligible person means a person who— is not an employee of a QR National company; and has not been an employee of a QR National company at any time during the ineligibility period; and is not engaged by a QR National company to provide advisory or consultancy services to a QR National company, if the engagement could reasonably be regarded as material to that person; and has not been engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if the engagement could reasonably be regarded as material to that person; and is not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that is engaged by a QR National company to provide advisory or consultancy services to a QR National company, if— the person is directly involved in providing those services; and the engagement could reasonably be regarded as material to the company or partnership; and was not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that was engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if— the person was directly involved in providing those services; and the engagement could reasonably be regarded as material to the company or partnership; and is not an employee of a company or partnership, an officer of a company other than a QR National company, or a partner in a partnership, that has a contract with a QR National company, if the contract could reasonably be regarded as material to the company or partnership; and does not have a substantial holding in a QR National company; and is not an officer of a company that— is not a QR National company; and has a substantial holding in a QR National company. employee , of a company, does not include a person who is engaged solely as a director of the company. ineligibility period , in relation to an eligible person, means the period of 3 years prior to the appointment of the person as a director of the network company. substantial holding has the meaning given in the Corporations Act . - (a) is not an employee of a QR National company; and - (b) has not been an employee of a QR National company at any time during the ineligibility period; and - (c) is not engaged by a QR National company to provide advisory or consultancy services to a QR National company, if the engagement could reasonably be regarded as material to that person; and - (d) has not been engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if the engagement could reasonably be regarded as material to that person; and - (e) is not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that is engaged by a QR National company to provide advisory or consultancy services to a QR National company, if— (i) the person is directly involved in providing those services; and (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (i) the person is directly involved in providing those services; and - (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (f) was not an employee of a company or partnership, an officer of a company, or a partner in a partnership, that was engaged by a QR National company to provide advisory or consultancy services to a QR National company at any time during the ineligibility period, if— (i) the person was directly involved in providing those services; and (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (i) the person was directly involved in providing those services; and - (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (g) is not an employee of a company or partnership, an officer of a company other than a QR National company, or a partner in a partnership, that has a contract with a QR National company, if the contract could reasonably be regarded as material to the company or partnership; and - (h) does not have a substantial holding in a QR National company; and - (i) is not an officer of a company that— (i) is not a QR National company; and (ii) has a substantial holding in a QR National company. - (i) is not a QR National company; and - (ii) has a substantial holding in a QR National company. - (i) the person is directly involved in providing those services; and - (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (i) the person was directly involved in providing those services; and - (ii) the engagement could reasonably be regarded as material to the company or partnership; and - (i) is not a QR National company; and - (ii) has a substantial holding in a QR National company.