8   Establishment

                   There is to be a Board of CSC.

9   Function

             (1)  The function of the Board is to ensure that CSC performs its functions in a proper, efficient and effective manner.

             (2)  The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its function.

             (3)  All acts and things done in the name of, or on behalf of, CSC by the Board are taken to have been done by CSC.

10   Membership

             (1)  The Board consists of:

                     (a)  a Chair; and

                     (b)  10 other directors.

Note:       See also subsection 36(2).

             (2)  Subject to subsection (4), of the 10 other directors:

                     (a)  the President of the Australian Council of Trade Unions may nominate, in writing, 3 persons; and

                     (b)  the Chief of the Defence Force may nominate, in writing, 2 persons.

Note:          The Minister chooses the remaining 5 other directors.

             (3)  However, a person is not eligible for nomination if the person’s appointment would result in a contravention of a SIS fitness and propriety standard.

             (4)  Before nominating a person, the President of the Australian Council of Trade Unions must consult with relevant organisations.

             (5)  A nomination must specify the period for which the nominee is to be appointed. The period may not be more than 3 years.

             (6)  Subsections (2) to (5) also apply to a nomination of an acting director by the President of the Australian Council of Trade Unions.

             (7)  Subsections (2), (3) and (5) also apply to a nomination of an acting director by the Chief of the Defence Force.

             (8)  The performance of a function or the exercise of a power of the Board is not affected by a vacancy in the membership of the Board.

11   Appointment of directors

             (1)  A director is to be appointed by the Minister by written instrument, on a part-time basis.

Note:          A director is eligible for reappointment: see subsection 33(4A) of the Acts Interpretation Act 1901 .

             (2)  A person is not eligible for appointment as a director if the person’s appointment would result in a contravention of a SIS fitness and propriety standard.

             (3)  In the case of a director who has been nominated by the President of the Australian Council of Trade Unions or the Chief of the Defence Force, the Minister must:

                     (a)  appoint a person who has been nominated; and

                     (b)  appoint the person for the period specified in the nomination.

             (4)  The Minister must obtain the Board’s agreement to a person whom the Minister proposes to appoint as the Chair (other than for the appointment of a person as the first Chair).

Note:          For obtaining the Board’s agreement, see section 22.

             (5)  A person’s appointment as a director is not invalid because of a defect or irregularity in connection with the person’s appointment.

12   Term of appointment

             (1)  A director holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.

             (2)  A director must not hold office continuously for more than 9 years.

13   Remuneration and allowances

             (1)  A director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, a director is to be paid the remuneration that is prescribed by the regulations.

             (2)  A director is to be paid the allowances that are prescribed by the regulations.

             (3)  This section has effect subject to the Remuneration Tribunal Act 1973 .

14   Leave of absence

             (1)  The Minister may grant leave of absence to the Chair on the terms and conditions that the Minister determines.

             (2)  The Chair may grant leave of absence to another director on the terms and conditions that the Chair determines.

15   Resignation

             (1)  A director may resign his or her appointment by giving the Minister a written resignation.

             (2)  The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.

             (3)  If a director nominated by the President of the Australian Council of Trade Unions or the Chief of the Defence Force resigns, the director must also give a copy of the resignation to the President or Chief, as appropriate.

16   Termination of appointment

Grounds for termination

             (1)  Subject to subsections (5), (6) and (7), the Minister may terminate the appointment of a director:

                     (a)  for misbehaviour or physical or mental incapacity; or

                     (b)  if the director:

                              (i)  becomes bankrupt; or

                             (ii)  applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or

                            (iii)  compounds with his or her creditors; or

                            (iv)  makes an assignment of his or her remuneration for the benefit of his or her creditors; or

                     (c)  if the director is absent, except on leave of absence, from 3 consecutive meetings of the Board; or

                     (d)  if the director fails, without reasonable excuse, to comply with section 21.

             (2)  Subject to subsections (5), (6) and (7), if the Minister is of the opinion that the directors have failed to comply with paragraph 16(1)(a) or (b) of the Commonwealth Authorities and Companies Act 1997 , the Minister may terminate the appointment of all directors or particular directors.

             (3)  The Minister may terminate the appointment of a director if:

                     (a)  the director’s continuation in office would contravene a SIS fitness and propriety standard; or

                     (b)  the director fails, without reasonable excuse, to comply with an obligation imposed on him or her by section 27F or 27J of the Commonwealth Authorities and Companies Act 1997 .

             (4)  The appointment of a director terminates if he or she becomes a disqualified person.

Consent to termination

             (5)  The Minister must not terminate the appointment of a director nominated by the President of the Australian Council of Trade Unions on a ground mentioned in subsection (1) or (2) unless the President consents to the termination.

             (6)  The Minister must not terminate the appointment of a director nominated by the Chief of the Defence Force on a ground mentioned in subsection (1) or (2) unless the Chief consents to the termination.

             (7)  However, if the President of the Australian Council of Trade Unions or the Chief of the Defence Force consents to the termination of a director, the Minister must terminate the director’s appointment.

17   Acting appointments

             (1)  The Minister may, by written instrument, appoint a person to act as a director:

                     (a)  during a vacancy in the office of the director (whether or not an appointment has previously been made to the office); or

                     (b)  during any period, or during all periods, when the director:

                              (i)  is absent from duty or from Australia; or

                             (ii)  is, for any reason, unable to perform the duties of the office.

             (2)  A person is not eligible for appointment to act as a director if the person’s appointment would result in a contravention of a SIS fitness and propriety standard.

             (3)  The Minister must consult the Board about the person whom the Minister proposes to appoint to act as the Chair.

             (4)  If:

                     (a)  a director is appointed following a nomination made by the President of the Australian Council of Trade Unions; and

                     (b)  a nomination is made by the President for a person to act in place of that director;

the Minister must:

                     (c)  appoint the person who has been nominated to act as a director; and

                     (d)  appoint the person for the period specified in the nomination.

             (5)  If:

                     (a)  a director is appointed following a nomination made by the Chief of the Defence Force; and

                     (b)  a nomination is made by the Chief for a person to act in place of that director;

the Minister must:

                     (c)  appoint the person who has been nominated to act as a director; and

                     (d)  appoint the person for the period specified in the nomination.

             (6)  Anything done by or in relation to a person purporting to act under an appointment is not invalid merely because:

                     (a)  the occasion for the appointment had not arisen; or

                     (b)  there was a defect or irregularity in connection with the appointment; or

                     (c)  the appointment had ceased to have effect; or

                     (d)  the occasion to act had not arisen or had ceased.

Note:          See sections 20 and 33A of the Acts Interpretation Act 1901 .

18   Holding of meetings

             (1)  The Board is to hold such meetings as are necessary for the performance of its function.

             (2)  The Chair:

                     (a)  may convene a meeting at any time; and

                     (b)  must convene a meeting within 30 days after receiving a written request from another director.

Note:          Section 33B of the Acts Interpretation Act 1901 provides for participation in meetings by telephone etc.

19   Presiding at meetings

             (1)  The Chair presides at all meetings of the Board at which he or she is present.

             (2)  If the Chair is not present at a meeting:

                     (a)  a director nominated by the Chair presides; or

                     (b)  if a director is not nominated—the directors present must elect one of themselves to preside.

20   Quorum

             (1)  At a meeting of the Board, 9 directors constitute a quorum.

             (2)  Despite subsection (1), if:

                     (a)  either:

                              (i)  section 21 of this Act; or

                             (ii)  section 27J of the Commonwealth Authorities and Companies Act 1997 ;

                            prevents a director from being present during the deliberations, or taking part in any decision, of the Board with respect to a particular matter; and

                     (b)  as a result, there is no longer a quorum present; and

                     (c)  there are present at least 8 other directors who would be counted in determining whether a quorum is present;

the remaining directors constitute a quorum for the purpose of any deliberation or decision at the meeting with respect to that matter.

21   Disclosure of interests to the Board

             (1)  This section only applies to the extent that the Board does a thing relating to CSC’s management and investment of money that forms part of a superannuation fund administered by CSC.

             (2)  A director who has any interest, pecuniary or otherwise, in a matter being considered or about to be considered by the Board must disclose the nature of the interest to a meeting of the Board.

             (3)  The disclosure must be made as soon as possible after the relevant facts have come to the director’s knowledge.

             (4)  The disclosure must be recorded in the minutes of the meeting.

             (5)  Unless the Minister or the Board otherwise determines, the director:

                     (a)  must not be present during any deliberation by the Board on the matter; and

                     (b)  must not take part in any decision of the Board with respect to the matter.

             (6)  For the purposes of making a determination of the Board under subsection (5), the director:

                     (a)  must not be present during any deliberation of the Board for the purpose of making the determination; and

                     (b)  must not take part in making the determination.

             (7)  A determination under subsection (5) must be recorded in the minutes of the meeting.

22   Voting at meetings

                   At a meeting of the Board:

                     (a)  if subsection 20(2) applies—a question is decided by the agreement of 8 directors; and

                     (b)  in any other case—a question is decided by the agreement of 9 directors.

23   Decisions without meetings

             (1)  The Board is taken to have made a decision at a meeting if:

                     (a)  without meeting, 9 directors indicate agreement with the proposed decision in accordance with the method determined by the Board under subsection (2); and

                     (b)  all directors were informed of the proposed decision, or reasonable efforts were made to inform all directors of the proposed decision.

             (2)  Subsection (1) applies only if the Board has determined, in writing:

                     (a)  that it may make decisions without meeting; and

                     (b)  the method by which directors are to indicate agreement with proposed decisions.

             (3)  Paragraph (1)(a) does not apply to:

                     (a)  a director who is prevented by subsection 21(5) from deliberating on the proposed decision; or

                     (b)  to the extent that the Commonwealth Authorities and Companies Act 1997 applies—a director who is prevented by section 27J of that Act from deliberating on the proposed decision.

24   Minutes of meetings

                   The Board must keep minutes of its meetings.