Constitutional requirements for boards


March 4, 2019

This list tracks the board size constraints and nomination requirements at major ASX listed companies.

# AFIC: constitution outlines a range of 3/10 directors and it currently has 8 directors including 2 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 7 directors including 1 female chairman. 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 1 female. 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 10 directors including 4 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.

AP Eagers: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be at least 35 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 ??? directors. Nominations must be ?? 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.

# 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.

Ausnet Services: constitution outlines a range of ????? directors and it currently has 8 directors including 2 females. Nominations must be ?? business days before AGM.

Aveo Group: constitution outlines a range of ????? directors and it currently has 7 directors with no females. Nominations must be ?? 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.

# Blackmores: 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.

# 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 ????? directors and it currently has 7 directors including 2 females. Nominations must be ?? business days before AGM.

(constitution not online) BT Investment Management: constitution outlines a range of ????? directors and it currently has 6 directors including 2 females. Nominations must be ?? business days before AGM.

Cabcharge: constitution (board chapter) outlines a range of 3-12 directors and it currently has 5 directors including only one female. Nominations must be ?? business days before AGM.

# 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 ????? directors and it currently has ??? directors. Nominations must be ?? business days before AGM.

# Coca Cola Amatil: constitution outlines a range of 7-16 directors and it currently has 11 directors, with 3 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.

# 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.

# Costa Exchange: constitution outlines a range of 3-10 directors and it currently has 6 directors including 1 female. Any person can nominate between 45 and 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.

# Crown Resorts: pg 22 of constitution outlines a range of 3-12 directors and it currently has 12 directors including 2 females. p24 says nominations must be 35 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: an impressive timeline of changes to the constitution on the website. Currently outlines a range of 5-10 NEDs and 0-5 executive directors. Currently has 6 directors including 2 females. Nominations must be by a shareholder more than 35 business days before AGM. Also has unusual provision requiring retirement at 70.

# Dexus Property Group: constitution outlines a range of ????? directors and it currently has 8 directors including 3 females. Nominations must be ?? business days before AGM.

# Dominoes Pizza: constitution outlines a range of ????? directors and it currently has 9 directors including 2 females. Nominations must be 45 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.

DUET Group: constitution outlines a range of 3-10 directors and it currently has 6 directors including 2 females. Any person can self-nominate at least 50 business days before AGM. November 18 AGM. Deadline around August 30.

Dulux Group: constitution outlines a range of 3/9 directors and it currently has 8 directors including 2 females. Nominations must be 35-90 business days before AGM.

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

Fairfax Media: p29 of constitution outlines a range of 3-12 directors and it currently has 10 directors including 2 females. p31 says shareholder can self nominate more than 35 business days before AGM.

Flight Centre: constitution outlines a range of ????? directors and it currently has 5 directors including no females. Nominations must be ?? 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: p?? of constitution outlines a range of ????? directors and it currently has 6 directors including no females. p?? says nominations must be ?? business days before AGM.

Healthscope: constitution outlines a range of 3-8 directors and it currently has 4 directors including only 1 female. Nominations must be 45-90 days before AGM and with 100 nominating shareholders like with a resolution.

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.

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

* IOOF Holdings: constitution outlines a range of 5-11 directors and it currently has 6 directors including two females. Nominations must be ?? 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.

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 outlines a range of ????? directors and it currently has 9 directors including 2 females. Nominations must be ?? business days before AGM.

# Macquarie Atlas 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.

# 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.

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

Milton: p?? of constitution outlines a range of ????? directors and it currently has 6 directors including no females. p?? says nominations must be ?? business days before AGM.

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

Navitas: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? 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.

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.

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: p18 of constitution outlines a range of 3-12 directors and it currently has 9 directors including 2 females/ p19 says 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.

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.

Macquarie Radio: constitution says between 3-12 directors (currently 5) and shareholder can self-nominate 35 business days before AGM.


Mayne Pharma: 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.

# Primary Health Care: 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.

# 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 ??? directors. 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.

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

Slater and Gordon: p28 of constitution outlines a minimum of 3 with at least one legal practitioner and no maximum and it currently has 6 directors. p28 says a shareholder can self-nominate at least 35 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!!

Spotless: 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 and require support from one shareholder.

* 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.

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.

Sydney Airport: p 9 of constitution outlines a range of 6-12 directors and it currently has 6 directors including 2 females. p?? says nominations must be ?? business days before AGM.

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

Ten Network Holdings: constitution outlines a maximum of 11 directors and it currently has 8 directors. Nominations, with support from a shareholder, must be in 35 business days before AGM.

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.


TPG Telecom: constitution outlines a range of ????? directors and it currently has ??? directors. Nominations must be ?? 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.

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.

# (constitution put online after request) Veda Group: constitution outlines a range of 5-10 directors and it currently has 7 directors. Nominations must be 35 business days before AGM.


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


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

Westfield Corporation: constitution outlines a range of 3-16 directors and it currently has 12 directors (Ilana Atlas only female). Nominations must be between 45 and 90 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.

Woodside Petroleum: 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.