New South Wales Consolidated Acts

STATE OWNED CORPORATIONS ACT 1989 - SECT 10A

10A Authority for Minister to act for and on behalf of a voting shareholder

(1) A voting shareholder of a company SOC may authorise any Minister to act for and on behalf of the voting shareholder in his or her capacity as a voting shareholder while he or she is unavailable (by reason of his or her absence or disability or for any other reason).

(2) If a Minister is authorised under this section to act for and on behalf of a voting shareholder, any function of a voting shareholder may, while the authority remains in force, be exercised from time to time by the Minister instead of by that voting shareholder. However, the Minister authorised under this section may not exercise the function of authorising another Minister under this section.

(3) Any act, matter or thing done or omitted to be done by a Minister while acting for or on behalf of a voting shareholder pursuant to an authority under this section is to be as valid and have the same consequences as if the act, matter or thing had been done or omitted to be done by that voting shareholder.

(4) A Minister who purports to act for or on behalf of a voting shareholder is presumed, until the contrary is proved, to be authorised under this section.

(5) An authority under this section may be revoked by the voting shareholder who granted it, or by the Premier.

(6) An authority under this section operates until:

(a) the end of the term specified in the authority, or

(b) the authority is revoked, or

(c) the voting shareholder who granted the authority ceases to be a voting shareholder, or

(d) by virtue of this or any other Act, the Minister authorised under the authority becomes a person who cannot be a voting shareholder of the company SOC,

whichever occurs first.

(7) In the constitution of the company SOC of which the Minister is a voting shareholder, and in any Act or instrument, a reference to a voting shareholder under this Act includes a reference to any Minister who is acting for or on behalf of a voting shareholder pursuant to an authority under this section.

(8) A Minister may be authorised under this section by reference to his or her name or by reference to the title of the office that he or she holds as Minister.

(9) An authority under this section must be in writing, signed by the voting shareholder who granted it.

(10) The revocation of an authority under this section must be in writing, signed by the voting shareholder who granted the authority or by the Premier.

(11) Notice of an authority under this section, or of the revocation of such an authority, may be published in the Gazette at any time, and, where such a notice is so published, judicial notice is to be taken of the notice and of the authority or revocation, as the case may be.

(12) Every authority under this section must be recorded by the Minister administering this Act.

(13) The following Ministers may not be authorised under this section:

(a) the Treasurer, or

(b) a Minister who is also a voting shareholder of the same company SOC, or

(c) a Minister who, by virtue of this or any other Act, cannot be a voting shareholder of the company SOC.

(14) Any act, matter or thing done or omitted to be done by a Minister while acting for or on behalf of a voting shareholder pursuant to an authority under this section is declared to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation.

Note: This subsection ensures that neither the Corporations Act 2001 nor Part 3 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth will apply in relation to the matters specified. Section 5F of the Corporations Act 2001 of the Commonwealth provides that if a State law declares a matter to be an excluded matter in relation to that Act or Part, then the provisions of that Act or Part will not apply in relation to that matter in the State concerned.

(15) This section does not affect the operation of section 36 or 37 of the Constitution Act 1902 .

(16) In this section, a reference to a "function of a voting shareholder" includes a reference to any function of a voting shareholder whether conferred or imposed:

(a) by the constitution of the company SOC, or

(b) by the terms, express or implied, of this or any other Act or of any instrument under this or any other Act, or

(c) by or under any other law,

and to any other function that is incidental to any such function.