STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 2
STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 2
SCHEDULE 2 – Provisions to be included in constitution of company SOCs
Provisions to the effect of the following provisions are to be included in the constitution of a company SOC. Words and expressions used in these provisions have the same meanings as in the State Owned Corporations Act 1989 .
1 Entrenchment
The constitution may not be altered or added to in a way that is inconsistent with the provisions in Schedule 2 to the State Owned Corporations Act 1989 , unless and until resolutions approving the alteration or addition have been passed by both Houses of Parliament.
2 Act to prevail
(1) The provisions of the State Owned Corporations Act 1989 prevail over any inconsistent provisions of the constitution of the corporation.
(2) The corporation is expressly prohibited from exercising any power of the corporation in contravention of any requirement of or under section 19 or 20 of the State Owned Corporations Act 1989 .
3 Shareholders
(1) Only eligible Ministers may hold shares in the corporation's issued share capital.
(2) The shareholders hold their shares in the corporation for and on behalf of the State.
(3) A person ceases to be eligible to hold shares in the corporation on ceasing to be an eligible Minister, and may thereafter exercise no rights as a shareholder (except to transfer his or her shares as directed by the Premier).
(4) A shareholder may not sell or otherwise dispose of shares in the corporation otherwise than to another eligible Minister.
(5) The Premier is empowered to execute a transfer of any issued shares, whether or not the person to whom they were issued or previously transferred consents, and whether or not the person still holds office as an eligible Minister, and the corporation is required to register the transfer.
(6) The directors of the corporation are appointed by the voting shareholders.
(7) All decisions relating to the operation of the corporation are to be made by or under the authority of the board of the corporation in accordance with its statement of corporate intent.
(8) The board of the corporation 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 corporation.
(9) The corporation may issue further shares to shareholders, but no shareholder is obliged to acquire any such further shares.
(10) Only the voting shareholders may cast votes.
(11) The voting shareholders must at all times have an equal number of shares and be in a position to cast an equal number of votes.
5 Dividends
(1) Every dividend is to be of such amount, and paid at such times and in such instalments, as may be agreed between the voting shareholders and the board, or (failing agreement) as determined under subclause (2).
(2) In the event of a failure to agree, the voting shareholders may, by written notice to the board, determine the matter, and the board must act in conformity with the determination.
(3) Before giving such a notice, the voting shareholders are required to consult the board as to the matters to be referred to in the notice.
6 Subsidiaries
(1) The corporation may not form, participate in the formation or acquire subsidiaries without the prior written approval of the voting shareholders.
(2) The corporation must ensure that the constitutions of its subsidiaries at all times contain provisions to the effect of those required by Schedule 3 to the State Owned Corporations Act 1989 .
(3) The corporation must, to the maximum extent practicable, ensure that every subsidiary complies with its constitution and with the requirements of the State Owned Corporations Act 1989 .