Constitutional requirements for boards

AFIC: constitution outlines a range of 3/10 directors and it currently has 7 directors including 3 females. Nominations must be 40 business days before AGM.

AGL: constitution outlines a range of 3/10 directors and it currently has 8 directors including 3 females. Nominations must be 35 business days before AGM.

ALS Ltd: constitution outlines a range of 3/8 directors and it currently has 8 directors including 2 females. Nominations must be 45/90 business days before AGM.

Alumina: constitution outlines a range of 3-9 directors and it currently has 6 directors including only 2 females. Nominations must be 45 business days before AGM. Also has unusual provision for retirement benefits to be paid to directors.

AMP: constitution outlines a range of 3-16 directors and it currently has 9 directors including 5 females. p32 says nominations must be 45 business days before AGM, signed by 25 members and satisfy "responsible person policy".

Ansell: constitution outlines a range of 4/8 directors and it currently has 8 directors including 2 females. Nominations must be 45 business days before AGM.

ANZ: p4 of constitution outlines a range of 5-15 directors and it currently has 8 directors including 3 females. p5 says nominations must be at least 45 business days before AGM.

APA Group: constitution outlines a range of 3/12 directors and it currently has 8 directors including 2 females. Nominations must be at least 15 business days before AGM.

Argo: p26 of constitution outlines a range of 3-9 directors and it currently has 7 directors including 2 females. p27 says nominations must be at least 30 business days before AGM.

Aristocrat Leisure: constitution outlines a range of 3-12 directors and it currently has 7 directors, including 3 females. Nominations must be 35 business days before AGM.

ASX Group: p17 of constitution outlines a range of 7-15 directors and it currently has 9 directors including 3 females. p18 says non-shareholder can self-nominate at least 40 business days before AGM.

Atlas Alteria Roads: constitution outlines a range of 3-5 directors and it currently has 4 directors including 1 female. Nominations must be at least 35 business days before AGM.

AUB Group: constitution outlines a range of 3-10 directors. Nominations must be by a shareholder at least 35 business days before the AGM.

# Aurizon Holdings: p22 of constitution outlines a range of 3-10 directors and it currently has 8 directors only including 3 females. A non-shareholder can self-nominate at least 30 business days before AGM.

Bendigo & Adelaide Bank: constitution outlines a range of 3-12 directors and it currently has 9 directors including 3 females. Nominations must be 45-55 business days before AGM. Some unusual director pay provisions about retirement and extra duties.

BHP-Billiton: p40 of constitution outlines a range of 8-20 directors and it currently has 12 directors including 3 females. p?? says nominations must be ?? business days before AGM.

Boral: p15 of constitution outlines a range of 3-12 directors and it currently has 8 directors including 4 females. p15 says nominations must be at least 35 business days before AGM.

Brambles: p31 of constitution outlines requirement of 3 directors for a quorum (no other reference described) and it currently has 10 directors including 3 females. Nominations must be at least 45 business days before AGM.

Brickworks: constitution outlines a range of 3-10 directors and it currently has 7 directors including 2 females. Nominations must be by a member at least 35 business days before AGM. All directors have got 2 months after appointment to satisfy the qualification of owning at least 500 shares.

Carsales: constitution outlines a range of 3-12 directors and it currently has 6 directors including only 1 female. Signed nominations must be left at office by candidate and a shareholder 35 business days before AGM.

Challenger Financial Group: constitution outlines a range of 3-12 directors and it currently has the maximum of 12 with 3 females. Nominations must be by a shareholder and between 45 and 90 business days before AGM.

Charter Hall (CHC): constitution outlines a range of 3-10 directors and it currently has 7 directors including 2 females. Nominations must be 35 business days before AGM.

Cochlear: constitution outlines a range of 3-10 directors and it currently has 9 directors, including 2 females. Nominations must be 30 business days before AGM.

Coles Group (COL): the constitution outlines a range of 3-10 directors and it currently has the maximum of 10 directors, including 4 females. Nominations must be between 45 and 90 business days before the AGM.


Commonwealth Bank: the constitution on p35 outlines a range of 9-13 with no more than three executive directors. There is currently 11 directors, including 3 females. p33 says shareholder can self-nominate between 45 and 90 business days before AGM.

Computershare: constitution outlines a range of 3-10 directors and it currently has 9 directors including only 1 female. p34 says shareholder can self-nominate 35 to 90 business days before the AGM.

Corporate Travel Group: constitution outlines a range of 3-12 directors and it currently has 6 directors. Nominations must be 35 business days before AGM. Can self nominate and auditor employees are banned.

Cromwell Group: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

CSL: constitution outlines a range of 3-12 directors (at least 66% must be Australian citizens, along with chair and deputy chair) and it currently has 9 directors including 2 females. Shareholder can nominate at least 30 business days before AGM.

CSR: the constitution was changed at the 2022 AGM. See new document. Used to have a range of 5-10 directors but now just goes with the Corps Law which is a minimum of 3 and no maximum. Also ditched the "one third must retire" provision. Nominations must be by a shareholder more than 45 business days before AGM, when it used to be 35. Also has unusual provision requiring retirement at 70.

# Dexus Property Group: constitution is very different to others because it is a trust.

# Dominos Pizza: constitution outlines a range of 3-10 directors and it currently has 6 directors including 2 females. Nominations must be at least 30 business days before AGM.

Downer EDI: constitution outlines a range of max 15 directors and it currently has 7 directors including 2 females. Nominations must be ?? business days before AGM.

Eagers Automotive: constitution outlines a range of 3-10 directors and it currently has 10 directors but only 2 females. Nominations must be at least 35 business days before AGM.

Endeavour Group: constitution outlines a range of 3-10 directors and it currently has 8 directors, including 3 females. Nominations must be at least 45 business days before AGM.

Flight Centre: constitution (last amended November 2021) outlines a range of 3 to whatever the board determines and it currently has 6 directors including 2 females. Nominations must be between 45 and 90 business days before AGM.

Fortescue Metals Group: p43 of constitution outlines a range of 3-12 directors and it currently has 10 directors including 3 females, with a requirement that two reside in Australia. p44 says nomination must be between 35 and 90 business days before AGM.

Goodman Group: p30 of constitution outlines a range of 3-12 directors and it currently has 12 directors including 2 females. p31 says nominations must be 35 business days before AGM.

* GPT Group: constitution outlines a range of ????? directors and it currently has 7 directors including 2 females. Nominations must be ?? business days before AGM.

Graincorp: constitution outlines a range of 4-10 directors and it currently has 10 directors including 2 females. Nominations must be at least 30 business days before AGM.

Harvey Norman: constitution (last amended November 2020) outlines a range of ????? directors and it currently has 6 directors including no females. p?? says nominations must be ?? business days before AGM.

Healius: constitution outlines no less than 3 directors and it currently has 8 directors including 1 female. Nominations must be at least 35 business days before AGM.

Insurance Australia Group: p23 of constitution outlines a range of 3-12 directors and it currently has 9 directors including 2 females. p23 says nominations must be at least 55 business days before AGM.

Iluka Resources: the constitution outlines a range of between 3 and 10 directors and external nominations must be received at least 35 business days before the meeting with no maximum period. A shareholder can self-nominate.

IOOF Holdings: constitution outlines a range of 5-11 directors and it currently has 6 directors including two females. Nominations must be between 30 and 40 business days before AGM.

Iress Market Technology: constitution outlines a range of 3-8 directors and it currently has 7 directors including 2 females. Nominations must be at least 35 business days before AGM.

Judo Capital: floated in 2021 and constitution specifies a range between 3 and 9 although the board can choose to go higher and the company can go lower if resolved by was of resolution. External candidates must give 40 business days notice.

Lend Lease: constitution outlines a range of ????? directors and it currently has 9 directors including 2 females. p?? says nominations must be ??? business days before AGM.

Link Administration: constitution outlines a range of ????? directors and it currently has 6 directors including 2 females. Nominations must be ?? business days before AGM.

Macquarie Group: constitution says between 5-10 directors (p22) and it currently has 9 directors including 4 females. Must be nominated by a shareholder at least 45 business days before AGM.

Magellan Financial Group: constitution outlines a range of 3-10 directors and it currently has 6 directors including 1 female. Nominations must be at least 35 business days before AGM.

Medibank Private: p17 of constitution outlines a range of 5-8 directors and it currently has 8 directors including 3 females. p18 says nominations must be at least 45 business days before AGM and nominees must gather 100 signatures of have support from 5% of the shares on issue.

Metcash: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

NIB Holdings: constitution outlines a range of 3-10 directors and it currently has 7 directors including 3 females. Punter can self-nominate 35 business days before AGM.

Nine Entertainment Company: p27 of constitution outlines a range of 3-? directors and it currently has 7 directors including only 1 female. p28 says nominations must be at least 35 business days before AGM.

Nufarm: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

Origin Energy: p20 of constitutions outlines a range of 5-12 directors and it currently has 9 directors including 2 females. p21 says nominations must be at least 45 business days before AGM.

Orora: constitution outlines a range of 3-8 directors and it currently has 6 directors including 2 females. Candidates can self-nominate of be nominated by a single shareholder between 35 and 45 business days before the AGM.

OFX Group (formerly Ozforex) constitution outlines a range of 3-10 directors and it currently has 9 directors including 3 female. Any person can nominate more than 35 business days before AGM.

Pepper Money: constitution outlines a range of 3-9 directors and it currently has 7 directors including 2 females. Nominations must be 45-90 business days before the AGM and shareholders can self-nominate.

PEXA: constitution outlines a range of 3-9 directors and nominations must be by a member and at least 45 business days before the AGM.

Premier Investments: currently has 9 directors including 2 females.

Qantas: constitution has some unique elements on p28. Range is 3 to whatever the board sets and external candidates must have 100 signatures or 5% of the stock behind them.

QBE Insurance: constitution outlines a range of 3-12 directors and it currently has 9 directors including 2 females. Non-shareholder can self-nominate at least 35 business days before AGM.

Qube Holdings: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

REA Group: constitution outlines a range of 3-10 directors and it currently has 9 directors including 4 females. Nominations must be at least 30 business days before AGM.

Reece Australia: constitution outlines a range of ????? directors and it currently has 6 directors and just 1 female, Megan Quinn. Nominations must be ?? business days before AGM.

Regis Healthcare: constitution outlines a range of 3-8 directors and it currently has 6 directors including only 1 female. Nominations must be 45-90 business days before AGM and supported by at least 100 shareholders like an AGM resolution.

Ridley: the animal feed giant has a constitution which requires nominations to be more than 35 business days before the meeting and on page 22 has an unusual requirement that a majority of directors must reside in Australia. Board size is only subject to the Corps Act and determined by directors so there is no constitutional cap.

Rio Tinto: no upper limit and constitution says must be nominated by a shareholder between 45 and 65 business days before the meeting.

Santos: the constitution outlines a range of 5-10 directors and it currently has 8 directors including 2 females. p33 says nominations by a shareholder candidate or by a shareholder for a non-shareholding candidate must be submitted 45 business days before AGM.

Scentre Group: constitution outlines a range of 3-16 directors and it currently has 8 directors including only 1 female. Individual can self-nominate between 45 and 90 business days before the AGM.

* Seek: p?? of constitution outlines a range of ????? directors and it currently has 6 directors, including 2 female. p?? says nominations must be ?? business days before AGM.

Seven Group Holdings: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

# Seven West Media: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

Sirtex Medical: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

Sonic Healthcare: p32 of constitution outlines a range of 3-12 directors and it currently has 9 directors, including 2 females. p33 says nominations must be at least 35 business days before AGM.

South32: p28 of constitution outlines a range of 3-11 directors and it currently has ?? directors. p29 says nominations must be between 45 and 90 business days before the AGM and be supported by at least 100 members in accordance with the requirements for calling an EGM. Very defensive, Mr Crawford!!

Star Entertainment: constitution outlines a range of 3-12 directors and it currently has 7 directors including 2 females. Nominations must be at least 35 business days before AGM and directors must be approved by NSW and Queensland governments.

Steadfast: constitution outlines a range of 3-9 directors and this can be changed by resolution but can never go below 3. Nominations must be made 35 business days before AGM and candidates can self-nominate.

* Stockland: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

St Barbara: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

Suncorp: p27 of constitution outlines a range of 7-13 directors and it currently has 12 directors, (2 female). p27 says nominations must be 45 business days before AGM.

Talga Group (TLG): p19 of constitution spells out a range between 3 and 10 and directors don't have to own shares but external candidates must be nominated by a shareholder more than 35 business days before the AGM.

Technology One: the constitution prescribes a range between 3 and 10 and candidates can self nominate in a 10 day window driven by the requirements of the ASX listing rules.

Telstra: p 50 of constitution outlines a range of 3-11 directors and it currently has 11 directors including 4 females. p 51 says nominations must be at least 45 business days before AGM.

Transurban: constitution outlines a range of 3-11 directors and it currently has 7 directors including 2 females. Shareholder can self-nominate 45-90 business days before AGM. AGM on October 10

Treasury Wine Estates: p35 of constitution outlines a range of 3-9 directors and 35-90 business days for external nominees who must be supported by 100 shareholders or 5% of the stock. It is clause 26.4 which creates the barrier to entry.

Veda Group: constitution outlines a range of 5-10 directors and it currently has 7 directors. Nominations must be 35 business days before AGM.

Westpac: p15 of constitution says Corps Act minimum and maximum of 15. There is currently 9 directors including 2 females. Non-shareholder can self-nominate more than 35 business days before AGM.

Wisetech: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

Woodside Energy: p29 of constitution says 3-12 directors. There is currently 9 directors. p35 says shareholder can self-nominate at least 45 business days before AGM.

Woolworths: p25 of constitution says 3-12 directors. There is currently 8 directors. p26 says nominations must be at least 45 business days before AGM.

Worley Parson: constitution outlines a range of 3-12 directors and it currently has 8 directors, including 2 females. Nominations must be 35 business days before AGM and can be done by a shareholder or a candidate if they own shares.

Copyright © 2024 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel