To expand on my earlier reply and answer your further question,...

To expand on my earlier reply and answer your further question, in short, the answer is no. The company’s constitution or replaceable rules cannot dictate or limit individual director roles (including independent directors). Any changes to the constitution/replaceable rules will have an effect over all directors.

A company’s internal management may be governed by:

• provisions of the Corporations Act 2001 that apply to the company - known as replaceable rules.
• a constitution, or
• a combination of both.

In Cokal’s case, if it is proposed to change the constitution to alter the power of ‘directors’, a special resolution must be passed (with 75% of the votes in favour). It is my understanding that the resolution will need 28 days’ notice.

The replaceable rules outline the powers of company directors. These powers are broad and include the ability to issue shares, borrow money, and issue debentures(see s 198A of the Corporations Act).

Under the replaceable rules, directors may exercise all company powers unless restrictions under the Corporations Act prohibit them. There is no mention of directors’ duties under the replaceable rules. Only the duties under the Act bind them.