Forestry Act 2012 No 96
Division 1 Constitution and management of Forestry Corporation
5 Establishment of Forestry Corporation
There is constituted by this Act a corporation with the corporate name of the Forestry Corporation of New South Wales.Note.Schedule 4 to this Act amends the SOC Act to make the Forestry Corporation a statutory State owned corporation.The SOC Act contains a number of provisions that will apply to the Corporation as a statutory SOC. In particular—(a) Part 3 contains provisions relating to the status of the Corporation, the application of the Corporations Act 2001 of the Commonwealth, the issue of shares to the Treasurer and another Minister, the board of directors, the chief executive officer, the employment of staff, the giving of directions by the portfolio Minister (including directions for the performance of non-commercial activities or the carrying out of public sector policies), the constitution of the Corporation, dividends and tax-equivalent payments, government guarantees, the sale or disposal of assets and the legal capacity and general powers of the Corporation, and(b) Part 4 deals with the accountability of the Corporation (including statements of corporate intent, annual reports and accounts), and(c) Part 5 deals with miscellaneous matters (including the duties and liabilities of directors and the application of public sector legislation).
6 Board of directors
(1) The Corporation is to have a board of directors.(2) The board is to consist of no fewer than 3 and not more than 7 directors appointed by the voting shareholders.(3) One of the directors is, in and by the director’s instrument of appointment or in and by another instrument executed by the voting shareholders, to be appointed as chairperson of the board.(4) The chief executive officer may be appointed as a director.(5) The board is accountable to the voting shareholders in the manner set out in Part 4 of the SOC Act and in the constitution of the Corporation.(6) The voting shareholders may remove a director, or the chairperson, from office at any time for any or no reason and without notice (but only at a duly convened meeting of the voting shareholders) and, in that event, the office of the director or chairperson is taken to have become vacant for the purposes of Schedule 8 to the SOC Act.(7) Subject to subsections (8) and (9), Schedule 8 to the SOC Act has effect with respect to the constitution and procedure of the board.(8) The provisions of section 20J of the SOC Act, and of clauses 2(1) and (2) and 7(1)(d) and (2) of Schedule 8 to the SOC Act, do not apply to the Corporation or to the chairperson.(9) The provisions of clause 6 of Schedule 8 to the SOC Act do not apply to the chief executive officer if appointed as a director, and the chief executive officer is not entitled to remuneration under that clause in his or her capacity as a director.
7 Chief executive officer
(1) The chief executive officer of the Corporation is to be appointed by the board but only with the approval of the voting shareholders.(2) Subject to this section, the chief executive officer holds office for such term not exceeding 5 years as may be specified in the instrument of appointment, but is eligible (if otherwise qualified) for re-appointment.(3) The voting shareholders may remove a person from office as chief executive officer, at any time, for any or no reason and without notice.(4) The chief executive officer is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine with the approval of the voting shareholders.(5) The board may, with the approval of the voting shareholders, fix the conditions of employment of the chief executive officer in so far as they are not fixed by or under any other Act or law.(6) The board may require the chief executive officer to enter into performance agreements.(7) The chief executive officer may delegate any functions of the chief executive officer to an employee of the Corporation, but this power is subject to any directions of the board.(8) The Government Sector Employment Act 2013 (Part 6 included) does not apply to the chief executive officer.(9) The provisions of section 20K of the SOC Act, and of Schedule 9 to that Act, do not apply to the chief executive officer.
8 Acting chief executive officer
(1) The board may, from time to time, appoint a person to act in the office of chief executive officer during the illness or absence of the chief executive officer.(2) The board may remove a person from office as acting chief executive officer, at any time, for any or no reason and without notice.(3) A person, while acting in the office of chief executive officer—(a) has all the functions of the chief executive officer and is taken to be the chief executive officer, and(b) is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine with the approval of the voting shareholders.(4) For the purposes of this section, a vacancy in the office of a chief executive officer is regarded as an absence from office.(5) Clause 5 of Schedule 9 to the SOC Act does not apply to an acting chief executive officer of the Corporation.
9 Application of SOC Act
The provisions of this Part are in addition to and do not (except to the extent to which this Part provides) derogate from the provisions of the SOC Act.