✨ Corporate Governance Rules
7 NOVEMBER 2005 NEW ZEALAND GAZETTE, No. 185 4679
3.4
Ports of Auckland – Shareholder Approvals
To the extent that any acquisition or disposition of an asset by POAL (or any subsidiary of POAL) requires the approval of ARH, in its capacity as a shareholder, under the Companies Act 1993, the constitution or statement of corporate intent of POAL or otherwise, the Board will ensure that ARH gives or does not give any such approval (as the case may be) in accordance with any direction of the ARC regarding that matter received by the Board prior to giving or not giving (as the case may be) such approval.
3.5
Ports of Auckland - Nominee Directors
The Board will ensure that any representative or nominee of ARH appointed as a director of POAL (or any subsidiary of POAL) will comply with these Rules, except to the extent otherwise required by the constitution of POAL (or the relevant subsidiary), the statement of corporate intent of POAL, the Port Companies Act 1988 or any other applicable law.
Appointment & Removal of Directors
4.1
Number
The number of Directors will not at any time be more than 6 nor less than 4.
4.2
Appointment & Removal
The ARC may appoint or remove a Director by written notice to such Director (with a copy to ARH) and publishing such notice in the Gazette as required by section 24 of the Act or clause 4(1)(d) of schedule 1 to the Act (as the case may be). The notice may:
(a) state the date on which the appointment or removal (as the case may be) takes effect which must not be earlier than the date on which the notice is received by the Director; and
(b) (in the case of a notice of appointment) state the term of the appointment.
4.3
Validity of Appointment
Subject to rule 4.4, the appointment of a person as Director is not invalid only because a defect existed in the appointment of that person.
4.4
Persons Disqualified as Directors
The following persons are disqualified from being Directors:
(a) a person who is an undischarged bankrupt, or is subject to an arrangement or compromise with that person’s creditors generally;
(b) a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, a company under sections 382, 383 or 385 of the Companies Act 1993;
(c) a person who is subject to a property order made under sections 10, 11, 12, 30 or 31 of the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act;
(d) a person who, while holding office as a Director of ARH, is convicted of an offence punishable by a term of imprisonment of 2 years or more. The disqualification does not take effect until the expiration of the time for appealing against the conviction or
Next Page →
Online Sources for this page:
VUW Te Waharoa —
NZ Gazette 2005, No 185
Gazette.govt.nz —
NZ Gazette 2005, No 185
✨ LLM interpretation of page content
🏘️
Rules of Auckland Regional Holdings
(continued from previous page)
🏘️ Provincial & Local Government26 September 2005
Rules, Auckland Regional Holdings, Local Government, Definitions, Strategic Assets, Transactions