Ann: Response to ASX Query Letter, page-63

Just for consideration - quick web search shows you the powers still vested in the members (shareholders) as per s 203 - take a look on Austlii:

How is a director removed in a public company?

Members (shareholders) can remove a director by resolution (s 203D (1)). This is despite anything in the company’s constitution, an agreement between the company and the director or an agreement between any or all members of the company and the director. If a director is the representative of a particular class of shareholders or debenture holders, the resolution to remove the director does not take effect until a replacement representative has been appointed.

The board or other directors cannot remove a director. This prevents a majority of public company directors from removing a director without the agreement of shareholders. Any resolution, request or notice of any of the directors of a public company which purports to remove another director is void (s 203E). This means that so called ‘prenuptial agreements’, where it is said that a director will resign if other directors request it, are not legally effective. Notice of intention to move the resolution must be given to the company at least two months before the meeting is to be held (s 203D(2)). However, if the company calls a meeting after the notice of intention is given, the resolution can still be passed even if less than two months’ notice is given. The director in question must be given a copy of the notice as soon as practicable after it is received (s 203D (3)).