Section 378W Companies Act 2013 - Chief Executive and Functions

Sub-section (1) - Mandatory full-time Chief Executive

Every Producer Company shall have a full-time Chief Executive, by whatever name called, appointed by the Board from amongst persons other than Members.

This makes the office compulsory for a Producer Company and separates the full-time executive role from membership of the Producer Company.

Sub-section (2) - Ex officio director

The Chief Executive is an ex officio director of the Board and does not retire by rotation. The directorship therefore follows from holding the office of Chief Executive.

Sub-section (3) - Qualifications and service conditions

Unless the articles provide otherwise, the Board determines the qualifications, experience and terms and conditions of service of the Chief Executive.

Sub-section (4) - Management powers

The Chief Executive is to be entrusted with such substantial powers of management as the Board may determine. The extent of delegated authority should therefore be read with the company's articles and relevant Board decisions.

Sub-section (5) - Powers and functions

Without limiting the general management authority under sub-section (4), the Chief Executive may exercise the following powers and functions:

1. carry out routine administrative acts, including management of the day-to-day affairs of the Producer Company;
2. operate bank accounts, or authorise another person to operate them, subject to the general or special approval of the Board;
3. arrange for safe custody of cash and other assets of the Producer Company;
4. sign documents authorised by the Board for and on behalf of the company;
5. maintain proper books of account, prepare annual accounts and arrange their audit, and place audited accounts before the Board and the annual general meeting of Members;
6. provide Members with periodic information concerning the operations and functions of the Producer Company;
7. make appointments to posts in accordance with powers delegated by the Board;
8. assist the Board in formulating goals, objectives, strategies, plans and policies;
9. advise the Board on legal and regulatory matters relating to proposed and continuing activities and take necessary action;
10. exercise powers necessary in the ordinary course of business; and
11. perform other functions and exercise other powers delegated by the Board.

Sub-section (6) - Board control and accountability

The Chief Executive manages the affairs of the Producer Company under the general superintendence, direction and control of the Board and is accountable for the performance of the Producer Company.