25 OCTOBER
NEW ZEALAND GAZETTE
4133

10.6 Remuneration of directors: All directors shall be entitled to remuneration at such a rate or by such sum as the members may at any general meeting from time to time determine. The remuneration so determined shall apply to the year specified in such determination and to all subsequent years until altered by the members in general meeting.

10.7 Notice of proposal to vary remuneration: The remuneration shall not be altered unless notice of intention to move accordingly, stating the amount of the proposed increase or decrease, has been given in the notice convening the relevant meeting.

10.8 Fixing and payment of remuneration: The remuneration of the directors may be fixed individually or collectively or both. Remuneration payable to any directors collectively shall be divided amongst them in such proportions and in such manner as they may determine, and in default of such determination shall be divided amongst them equally.

10.9 Expenses: The directors shall be entitled to be paid reasonable expenses incurred in attending meetings of the Board and whenever else engaged on the business or affairs of the Exchange.

10.10 Special remuneration: The Board may allow special remuneration by a fixed sum or salary to any director rendering any special services or undertaking work additional to that normally required of the directors. This provision shall also empower the Board to authorise additional payment to the Chairman where his commitment to the affairs of the Exchange substantially exceeds that reasonably expected of a non-executive chairman.

10.11 Professional services: Any director or any member firm of which that director is a member or partner may act in a professional capacity for the Exchange and shall be entitled to remuneration for professional services as if the director were not a director. A director or that director’s member firm shall not act as auditor to the Exchange.

10.12 Rotation of directors: At each annual meeting, two member directors and one non-member director shall retire from office and may offer themselves for re-election. The directors who retire by rotation and who offer themselves for re-election shall be deemed to have been nominated in accordance with Rule 10.4 or 10.5, as the case may be. The directors to retire shall be those who have been longest in office since their last election, except that the requirements of this Rule may be satisfied in the first instance by any vacancies which may have arisen for any other reason.

10.13 Rotation determined by lot for same day appointments: As between persons who became directors on the same day, those to retire by rotation shall (unless they otherwise agree) be determined by lot.

10.14 Time of retirement: A retiring director who is not standing for re-election shall hold office until the closure or adjournment of the meeting at which he retires.

10.15 Termination of appointment: The appointment of any director shall be terminated:

(a) At any time agreed upon by a majority of the Board; or

(b) Upon the death or resignation in writing of that director; or

(c) By a resolution approved by a majority of those members present in person or by proxy at any general meeting of members.

10.16 Election of Chairman and Deputy Chairman: At its first meeting following the annual meeting, the Board shall elect two of its members to act as Chairman and Deputy Chairman.

10.17 Casual vacancies: If any member of the Board is unable or unwilling to act for the term or balance of the term for which he was appointed, then the Board at its discretion may appoint another person (being an individual full member or non-member as appropriate) to fill the casual vacancy so created until the date of the next general meeting at which the person appointed to fill the casual vacancy shall retire and a new director is appointed.

10.18 Reappointment: Any person appointed to the Board to fill a casual vacancy in terms of Rule 10.17 shall be eligible for nomination and reappointment to the Board by the meeting at which he has retired.

10.19 Power to appoint sub-committees: The Board shall have power to appoint sub-committees, with such powers, special or general, as it may from time to time and in any particular case determine.

10.20 Power to bring charges: The Board or any delegate authorised for the purposes of this Rule may, in its or his absolute discretion and after making such enquiries (if any) as it or he thinks fit, bring a charge or charges against a member or members if, in the opinion of the Board, or any such delegate, the member may be or may have been:

(a) guilty of any breach of any Rule including failure to observe good stockbroking practice; or

(b) guilty of any act, matter or thing detrimental to the well-being or proper conduct of the Exchange; or

(c) (i) in partnership with a non-member; or

(ii) engaged as an employee a person; or

(iii) in an association or a contractual relationship with another party; or

(iv) engaged as a principal, a person;

in each case who has been guilty of conduct which, if committed by a member, would justify the Disciplinary Committee imposing on him any of the penalties referred to in Rule 18.8.

10.21 Power to receive and consider complaints: The Board or any delegate authorised for the purpose of this Rule shall have power to receive complaints about members or the conduct of members, to reject summarily any complaints which appear to be insubstantial or frivolous, and otherwise to refer such complaints to a complaints committee or to the Board as a possible basis for considering if charges should be brought against the member under Rule 10.20.

10.22 Further powers of Board: The Board shall have power to:

(a) Impose on members such fees, levies and other charges, whether as a condition of membership or otherwise, as it sees fit.

(b) Impose on any member in respect of a breach of any Rule a fine of up to $20,000 (plus GST or any other applicable tax). There shall be a right of appeal to the Disciplinary Committee against the imposition of a fine under this Rule 10.22(b).

(c) Suspend or terminate the membership of any member for any breach of any Rule which, in the Board’s opinion, constitutes a material, wilful, prolonged or repeated breach. There shall be a right of appeal by the member concerned to the Disciplinary Committee against any suspension or termination of membership under this Rule 10.22 (c). The Board shall bear the costs of appeal of that member if that member is found on appeal not to have been in breach of the relevant Rule under this Rule 10.22 (c).

(d) Delegate to any person, sub-committee of the Board or other committee or body, whether incorporated or unincorporated, and whether or not it includes or comprises persons who are not members, any of the powers, rights and discretions of the Board including