The attached Constitution of St Barbara Limited was adopted by shareholders at the Annual General Meeting held today.
Level 10, 432 St Kilda Road, Melbourne VIC 3004 Locked Bag 9, Collins Street East, Melbourne VIC 8003 Tel +61 3 8660 1900 Fax +61 3 8660 1999
-
PRELIMINARY 1
-
Replaceable rules 1
-
Definitions 1
-
Interpretation of this document 2
-
LISTING RULES 3
-
DIRECTORS 4
-
Number of Directors 4
-
Eligibility 4
-
Appointment by the Board 4
-
Election by general meeting 4
-
Eligible candidates 4
-
Retirement of Directors 4
-
Selection of Directors to retire 5
-
Time of retirement 5
-
Cessation of Director's appointment 5
-
Removal from office 5
-
Too few Directors 5
-
ALTERNATE DIRECTORS 6
-
Appointment of Alternates 6
-
Notice of Board meetings 6
-
Obligations and entitlements of Alternates 6
-
Termination of appointment 6
-
Appointments and revocations in writing 6
-
POWERS OF THE BOARD 6
-
Powers generally 6
-
Exercise of powers 7
-
EXECUTING NEGOTIABLE INSTRUMENTS 7
-
MANAGING DIRECTOR 7
-
Appointment and power of Managing Director 7
-
Retirement and removal of Managing Director 7
-
Multiple Managing Directors 7
-
Termination of appointment of Managing Director 7
-
DELEGATION OF BOARD POWERS 8
-
Power to delegate 8
-
Power to revoke delegation 8
-
Terms of delegation 8
-
Proceedings of committees 8
-
DIRECTORS' DUTIES AND INTERESTS 8
-
Compliance with duties under the Act and general law 8
-
Director can hold other offices etc 8
-
Disclosure of interests 8
-
Director interested in a matter 9
-
Agreements with third parties 9
-
Obligation of secrecy 9
Constitution - St Barbara Limited Page i
-
DIRECTORS' REMUNERATION 9
-
Remuneration of Executive Directors 9
-
Remuneration of non-executive Directors 9
-
Additional Remuneration for extra services 10
-
Expenses of Directors 10
-
Directors' retirement benefits 10
-
OFFICERS' INDEMNITY AND INSURANCE 10
-
Indemnity 10
-
Insurance 11
-
Former officers 11
-
Deeds 11
-
BOARD MEETINGS 11
-
Convening Board meetings 11
-
Notice of Board meeting 11
-
Use of technology 11
-
Chairing Board meetings 12
-
Quorum 12
-
Majority decisions 12
-
Procedural rules 12
-
Written resolution 12
-
Additional provisions concerning written resolutions 12
-
Valid proceedings 13
-
MEETINGS OF MEMBERS 13
-
Annual general meeting 13
-
Calling meetings of members 13
-
Notice of meeting 13
-
Postponement or cancellation 13
-
Fresh notice 13
-
Notice to joint holders of shares 13
-
Technology 14
-
Accidental omission 14
-
Class meetings 14
-
PROCEEDINGS AT MEETINGS OF MEMBERS 14
-
Member present at meeting 14
-
Quorum 14
-
Quorum not present 14
-
Chairing meetings of members 14
-
Attendance at meetings of members 14
-
Members rights suspended while call unpaid 15
-
Chairman's powers at meetings of members 15
-
Admission to meetings of members 15
-
Adjournment 16
-
Business at adjourned meetings 16
-
PROPORTIONAL TAKEOVER APPROVAL 16
-
Limited life of rule 16
-
Restriction on registration of transfers 16
-
Approving Resolution 16
-
General meeting provisions apply 16
-
Notice of meeting outcome 17
-
Failure to propose resolution 17
-
Rejected resolution 17
Constitution - St Barbara Limited Page ii