Without limiting by implication the circumstances in which the composition of a body corporate's board is taken to be controlled by another body corporate, the composition of the board is taken to be so controlled if the other body, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all, or the majority, of the directors of the first-mentioned body, and, for the purposes of this Division, the other body is taken to have power to make such an appointment if:

(a)

a person cannot be appointed as a director of the first-mentioned body without the exercise by the other body of such a power in the person's favour; or

(b)

a person's appointment as a director of the first-mentioned body follows necessarily from the person being a director or other officer of the other body.