Managing directors and executive directors（一）董事会可委任一名或多名董事在董事总经理的办公室 。（二）董事总经理或其他执行董事所提到的任何标题董事决定。(a) The directors may appoint one or more of the directors to the office of managing director or other executive director.(b) A managing director or other executive director may be referred to by any title the directors decide on. Secretary The directors must appoint at least one secretary and may appoint additional secretaries. Provisions applicable to all executive officers(a) A reference in this rule 8.3 to an executive officer is a reference to a managing director, executive director, secretary or assistant secretary appointed under this rule 8.(b) The appointment of an executive officer may be for the period, at the remuneration and on the conditions the directors decide.(c) The remuneration payable by the company to an executive officer must not include a commission on, or percentage of, operating revenue.(d) The directors may: (1) delegate to or give an executive officer any powers, discretions and duties they decide; (2) withdraw, suspend or vary any of the powers, discretions and duties given to an executive officer; and (3) authorise the executive officer to delegate any of the powers, discretions and duties given to the executive officer.(e) Unless the directors decide differently, the office of a director who is employed by the company or by a subsidiary of the company automatically becomes vacant if the director ceases to be so employed.(f) An act done by a person acting as an executive officer is not invalidated by: (1) a defect in the person’s appointment as an www.ukassignment.orgexecutive officer; (2) the person being disqualified to be an executive officer; or (3) the person having vacated office, if the person did not know that circumstance when the act was done. Indemnity and insurance Persons to whom rules 9.2 and 9.4 apply Rules 9.2 and 9.4 apply:(a) to each person who is or has been a director, alternate director or executive officer (within the meaning of rule 8.3(a)) of the company; and(b) to such other officers or former officers of the company or of its related bodies corporate as the directors in each case determine; (each an Officer for the purposes of this rule). Indemnity该公司必须完全补偿基准，并赔偿每名人员在法律允许的一切损失，包括负债成本，所产生的费用及开支（负债）作为公司的高级人员或相关团体企业的补贴。 The company must indemnify each Officer on a full indemnity basis and to the full extent permitted by law against all losses, liabilities, costs, charges and expenses (Liabilities) incurred by the Officer as an officer of the company or of a related body corporate.Constitution page 34 Extent of indemnity The indemnity in rule 9.2:(a) is enforceable without the Officer having to first incur any expense or make any payment;(b) is a continuing obligation and is enforceable by the Officer even though the Officer may have ceased to be an officer of the company or its related bodies corporate; and(c) applies to Liabilities incurred both before and after the adoption of this constitution. Insurance The company may, to the extent permitted by law:(a) purchase and maintain insurance; or(b) pay or agree to pay a premium for insurance, for each Officer against any Liability incurred by the Officer as an officer of the company or of a related body corporate including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome. Savings Nothing in rule 9.2 or 9.4:(a) affects any other right or remedy that a person to whom those rules apply may have in respect of any Liability referred to in those rules;(b) limits the capacity of the company to indemnify or provide or pay for insurance for any person to whom those rules do not apply; or(c) limits or diminishes the terms of any indemnity conferred or agreement to indemnify entered into prior to the adoption of this constitution. Deed The company may enter into a deed with any Officer to give effect to the rights conferred by this rule 9 or the exercise of a discretion under this rule 9 on such terms as the directors think fit which are not inconsistent with this rule 9. Winding up Distributing surplus Subject to this constitution and the rights or restrictions attached to any shares or class of shares:(a) if the company is wound up and the property of the company available for distribution among the members is more than sufficient to pay: (1) all the debts and liabilities of the company; and (2) the costs, charges and expenses of the winding up, the excess must be divided among the members in proportion to the number of shares held by them, irrespective of the amounts paid or credited as paid on the shares;(b) for the purpose of calculating the excess referred to in rule 10.1(a), any amount unpaid on a share is to be treated as property of the company;Constitution page 35(c) the amount of the excess that would otherwise be distributed to the holder of a partly paid share under rule 10.1(a) must be reduced by the amount unpaid on that share at the date of the distribution; and(d) if the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, the holder must contribute that amount to the company. Dividing property(a) If the company is wound up, the liquidator may, with the sanction of a special resolution (1) divide amongst the members the whole or any part of the company’s property; and (2) decide how the division is to be carried out as between the members or different classes of members.(b) A division under rule 10.2(a) need not accord with the legal rights of the members and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.(c) Where a division under rule 10.2(a) does not accord with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Act.(d) If any of the property to be divided under rule 10.2(a) includes securities with a liability to calls, any person entitled under the division to any of the securities may, within 10 days after the passing of the special resolution referred to in rule 10.2(a), by written notice direct the liquidator to sell the person’s proportion of the securities and account for the net proceeds. The liquidator must, if practicable, act accordingly.(e) Nothing in this rule 10.2 takes away from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.(f) Rule 4.3 applies, so far as it can and with any necessary changes, to a division by a liquidator under rule 10.2(a) as if references in rule 4.3 to: (1) the directors were references to the liquidator; and (2) a distribution or capitalisation were references to the division under rule 10.2(a). Inspection of and access to records(a) A person who is not a director does not have the right to inspect any of the board papers, books, records or documents of the company, except as provided by law, or this constitution, or as authorised by the directors, or by resolution of the members.(b) The company may enter into contracts with its directors or former directors agreeing to provide continuing access for a specified period after the director ceases to be a director to board papers, books, records and documents of the company which relate to the period during which the director or former director was a director on such terms and conditions as the directors think fit and which are not inconsistent with this rule 11.(c) The company may procure that its subsidiaries provide similar access to board papers, books, records or documents as that set out in rules 11(a) and 11(b).(d) This rule 11 does not limit any right the directors or former directors otherwise have. Seals Manner of execution Without limiting the ways in which the company can execute documents under the Act and subject to this constitution, the company may execute a document if the document is signed by:(a) 2 directors; or(b) a director and a secretary; or(c) any other person or persons authorised by the directors for that purpose. Common seal The company may have a common seal. If the company has a common seal, rules 12.3 to 12.7 apply. Safe custody of Seal The directors must provide for the safe custody of the Seal. Using the Seal Subject to rule 12.7 and unless a different procedure is decided by the directors, if the company has a common seal any document to which it is affixed must be signed by:(a) 2 directors;(b) by a director and a secretary; or(c) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included. Seal register(a) The company may keep a Seal register and, on affixing the Seal to any document (other than a certificate for securities of the company) may enter in the register particulars of the document, including a short description of the document.(b) The register, or any details from it that the directors require, may be produced at meetings of directors for noting the use of the Seal since the previous meeting of directors. Duplicate seals and certificate seals(a) The company may have one or more duplicate seals for use in place of its common seal outside the State or Territory where its common seal is kept. Each duplicate seal must be a facsimile of the common seal of the company with the addition on its face of the words ‘duplicate seal’.(b) A document sealed with a duplicate seal, or a certificate seal as provided in rule 12.7, is to be taken to have been sealed with the common seal of the company. Sealing and signing certificates The directors may decide either generally or in a particular case that the Seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means. Constitution page 37 Notices Notices by the company to members(a) Without limiting any other way in which notice may be given to a member under this constitution, the Act or the Listing Rules, the company may give a notice to a member by: (1) delivering it personally to the member; (2) sending it by prepaid post to the member’s address in the register of members or any other address the member supplies to the company for giving notices; or (3) sending it by fax or other electronic means (including providing a URL link to any document or attachment) to the fax number or electronic address the member has supplied to the company for giving notices.(b) The company may give a notice to the joint holders of a share by giving the notice in the way authorised by rule 13.1(a) to the joint holder who is named first in the register of members for the share.(c) The company may give a notice to a person entitled to a share as a result of a Transmission Event by delivering it or sending it in the manner authorised by rule 13.1(a) addressed to the name or title of the person, to: (1) the address, fax number or electronic address that person has supplied to the company for giving notices to that person; or#p#分页标题#e# (2) if that person has not supplied an address, fax number or electronic address, to the address, fax number or electronic address to which the notice might have been sent if that Transmission Event had not occurred.(d) A notice given to a member under rules 13.1(a) or 13.1(b) is, even if a Transmission Event has occurred and whether or not the company has notice of that occurrence: (1) duly given for any shares registered in that person’s name, whether solely or jointly with another person; and (2) sufficiently served on any person entitled to the shares because of the Transmission Event.(e) A notice given to a person who is entitled to a share because of a Transmission Event is sufficiently served on the member in whose name the share is registered.(f) A person who, because of a transfer of shares, becomes entitled to any shares registered in the name of a member, is taken to have received every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member complying with this rule 13.1.(g) A signature to any notice given by the company to a member under this rule 13.1 may be printed or affixed by some mechanical or other means.(h) Where a member does not have a registered address or where the company believes that member is not known at the member’s registered address, all notices are taken to be: (1) given to the member if the notice is exhibited in the company’s registered office for a period of 48 hours; and (2) served at the commencement of that period, unless and until the member informs the company of the member’s address. Notices by the company to directors The company may give a notice to a director or alternate director by: Constitution page 38(a) delivering it personally to him or her;(b) sending it by prepaid post to his or her usual residential or business address, or any other address he or she has supplied to the company for giving notices; or(c) sending it by fax or other electronic means to the fax number or electronic address he or she has supplied to the company for giving notices. Notices by directors to the company A director or alternate director may give a notice to the company by:(a) delivering it to the company’s registered office;(b) sending it by prepaid post to the company’s registered office; or(c) sending it by fax or other electronic means to the principal fax number or electronic address at the company’s registered office.Time of service(a) A notice from the company properly addressed and posted is taken to be served: (1) if it is a notice concerning a general meeting, at 10.00am on the day after the date it is posted; or (2) in any other case, at the time the letter would be delivered in the ordinary course of post.(b) A certificate signed by a secretary or officer of the company to the effect that a notice was duly posted under this constitution is conclusive evidence of that fact.(c) Where the company sends a notice by fax, the notice is taken as served at the time the fax is sent if the correct fax number appears on the facsimile transmission report produced by the sender’s fax machine.(d) Where the company sends a notice by electronic transmission, the notice is taken as served at the time the electronic transmission is sent.(e) Where the company gives a notice to a member by any other means permitted by the Act relating to the giving of notices and electronic means of access to them, the notice is taken as given at 10.00am on the day after the date on which the member is notified that the notice is available.(f) Where a given number of days’ notice or notice extending over any other period must be given, the day of service is not to be counted in the number of days or other period.Other communications and documents Rules 13.1 to 13.4 (inclusive) apply, so far as they can and with any necessary changes, to serving any communication or document. Written notices A reference in this constitution to a written notice includes a notice given by fax or other electronic means. A signature to a written notice need not be handwritten.Constitution page 39 GeneralSubmission to jurisdiction Each member submits to the non-exclusive jurisdiction of the Supreme Court of the State or Territory in which the company is taken to be registered for the purposes of the Act, the Federal Court of Australia and the courts which may hear appeals from those courts. Prohibition and enforceability(a) Any provision of, or the application of any provision of, this constitution which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.(b) Any provision of, or the application of any provision of, this constitution which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.