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ENERGY SERVICES CORPORATIONS ACT 1995 - SCHEDULE 2

ENERGY SERVICES CORPORATIONS ACT 1995 - SCHEDULE 2

SCHEDULE 2 – Supplementary provisions concerning constitution and procedure

(Section 10)

1 Board of directors

(1) Each energy services corporation is to have a board of directors.
Note : Under section 9A, each of the energy distributors has the same board (the
"joint board" of the energy distributors).
(2) The board is to consist of:
(a) the chief executive officer, and
(c) at least 3, and
(i) in the case of Australian Inland Energy Water Infrastructure--not more than 7, and
(ii) in the case of each other energy services corporation--not more than 6,
other directors, to be appointed by the voting shareholders at their discretion.
(2A) The membership of the joint board of the energy distributors is to be as provided by subclause (2) except that the chief executive officer of each energy distributor is to be a member of the joint board.
(4) One of the directors referred to in subclause (2) (c) is (in and by the director's instrument of appointment or in and by another instrument executed by the voting shareholders) to be appointed as chairperson of the board.
(5) The board is accountable to the voting shareholders in the manner set out in Part 4 of the State Owned Corporations Act 1989 and in the constitution of the energy services corporation.
(6) The voting shareholders may remove a director, or the chairperson, from office at any time for any or no reason and without notice (but only at a duly convened meeting of the voting shareholders) and, in that event, the office of the director or chairperson is taken to have become vacant for the purposes of Schedule 8 to the State Owned Corporations Act 1989 .
(7) Subject to subclauses (8) and (9), Schedule 8 to the State Owned Corporations Act 1989 has effect with respect to the constitution and procedure of the board.
(8) The provisions of section 20J of the State Owned Corporations Act 1989 , and of clauses 2 (1) and (2) and 7 (1) (d) and (2) of Schedule 8 to that Act, do not apply to an energy services corporation or to the chairperson.
(9) The provisions of clause 6 of Schedule 8 to the State Owned Corporations Act 1989 do not apply to the chief executive officer, and the chief executive officer is not entitled to remuneration under that clause, in his or her capacity as a director.

2 Chief executive officer

(1) The chief executive officer of an energy services corporation is to be appointed by the board after consultation with the voting shareholders.
(2) The board may remove a person from office as chief executive officer, at any time, for any or no reason and without notice, but only after consultation with the voting shareholders.
(3) The chief executive officer is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine.
(3A) The board may, after consultation with the voting shareholders, fix the conditions of employment of the chief executive officer in so far as they are not fixed by or under any other Act or law.
(4) The Government Sector Employment Act 2013 (Part 6 included) does not apply to the chief executive officer.
(5) Subject to subclause (6), Schedule 9 to the State Owned Corporations Act 1989 has effect with respect to the chief executive officer.
(6) The provisions of section 20K of the State Owned Corporations Act 1989 , and of clauses 2, 3 and 6 of Schedule 9 to that Act, do not apply to the chief executive officer.
(7) The chief executive officer of an energy distributor may delegate any functions of the chief executive officer to an employee of the energy distributor, but this power is subject to any directions of the joint board of the energy distributors.

3 Acting chief executive officer

(1) The board may, from time to time, appoint a person to act in the office of chief executive officer during the illness or absence of the chief executive officer.
(2) The board may remove a person from office as acting chief executive officer, at any time, for any or no reason and without notice.
(3) A person, while acting in the office of chief executive officer:
(a) has all the functions of the chief executive officer and is taken to be the chief executive officer, and
(b) is entitled to be paid such remuneration (including travelling and subsistence allowances) as the board may determine.
(4) For the purposes of this clause, a vacancy in the office of a chief executive officer is regarded as an absence from office.
(5) Clause 5 of Schedule 9 to the State Owned Corporations Act 1989 does not apply to an acting chief executive officer of an energy services corporation.

3A Ministerial directions in the public interest

(1) This clause applies to Australian Inland Energy Water Infrastructure in relation only to the exercise of its functions under the Water Supply Authorities Act 1987 .
(2) A direction may be given to Australian Inland Energy Water Infrastructure under section 20P of the State Owned Corporations Act 1989 without compliance with subsection (3) of that section if the portfolio Minister decides that this action is warranted on grounds involving urgency, public health or public safety.
(3) The notice referred to in section 20P of the State Owned Corporations Act 1989 is to include a statement of the reasons for that decision.
(4) The portfolio Minister is to publish in the Gazette (and is to make available on the Internet) any direction under section 20P of the State Owned Corporations Act 1989 , and any notification under section 20O of that Act, given to the board of Australian Inland Energy Water Infrastructure as soon as practicable after it is given.

4 Dividends

(1) The voting shareholders of an energy services corporation, in consultation with the board, are to determine the corporation's share dividends scheme.
(2) The dividends to be paid by an energy services corporation are to be declared by the board in accordance with the share dividends scheme so determined.
(3) The provisions of section 20S (1) of the State Owned Corporations Act 1989 do not apply to an energy services corporation.

5 Supply of information to portfolio Minister

The provisions of section 29 (2) of the State Owned Corporations Act 1989 do not apply to an energy services corporation.