the director receives written advice from Aotearoa Fisheries Limited to the effect that the vacancy is not to be filled; and ad) a requirement that, if an extraordinary vacancy means that there is not at 15 least the minimum number of directors determined under the require‐ ment stated in paragraph (ab), the directors must fill that vacancy within 3 months by appointing a qualified person to hold office until thenext annual general meeting is required to be held (unless ceasing tohold vacating office earlier, for example, under section 156 or 157 of the 20 Companies Act 1993); and(ae) requirements, and a procedure, for the removal of a director; and(af) a requirement that fees for a director or alternate director are determined by its shareholders by ordinary resolution; and(ag) a requirement that Aotearoa Fisheries Limited must have a policy about 25 expenses and allowances (not including fees) payable to its directors and alternate directors; and(ah) a requirement that Aotearoa Fisheries Limited must make its policy required by paragraph (ag) (about directors’ and alternate directors’ expenses and allowances (not including fees)) available to a shareholder 30 of Aotearoa Fisheries Limited, free of charge, within 10 working days of receiving a request from the shareholder (and that requirement overrides section 178 of the Companies Act 1993); and(2) In section 62(1)(b), after “on behalf of that director”, insert “, but only whilethat director holds office as a director”. 35(3) Replace section 62(1)(d) and (e) with:(ca) a provision that a director or alternate director of Aotearoa Fisheries Limited must not, directly or indirectly, enter into, or perform, or both, any contract for services for any member of AFL Group unless the director or alternate director does so in accordance with sections 139 to40 144 (transactions involving self-interest) of the Companies Act 1993; and(cb) a provision that a director or alternate director of Aotearoa Fisheries Limited must also comply with sections 139 to 144 of the Companies Act 1993 for transactions (other than those covered by paragraph (ca)) in which the director or alternate director is interested (as defined in sec‐ tion 139 of that Act); and(d) a method by which the board of Aotearoa Fisheries Limited must address conflicts of interest (other than those covered by para- graphs (ca) and (cb)) that may arise for its directors and alternate directors; and(da) a requirement that Aotearoa Fisheries Limited must use its best endeav‐ ours to ensure requirements similar to those specified in para- graphs (ca), (cb), and (d) are included in ...
