STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 3
STATE OWNED CORPORATIONS ACT 1989 - SCHEDULE 3
SCHEDULE 3 – Provisions to be included in constitutions of subsidiaries of company SOCs
Provisions to the effect of the following provisions are to be included in the constitution of each subsidiary 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 3 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 subsidiary.
(2) The subsidiary is expressly prohibited from exercising any power of the subsidiary in contravention of any requirement of or under section 19 or 20 of the State Owned Corporations Act 1989 .
3 Shareholders
(1) Those shareholders in the subsidiary consisting of eligible Ministers (if any) hold their shares in the subsidiary for and on behalf of the State.
(2) Such a person ceases to be eligible to hold shares in the subsidiary 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).
(3) Such a shareholder may not sell or otherwise dispose of shares in the subsidiary otherwise than to an eligible Minister or to the State owned corporation or a subsidiary of the State owned corporation.
(4) The Premier is empowered to execute a transfer of any shares that were issued or transferred to an eligible Minister, 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 subsidiary is required to register the transfer.
(5) The directors of the subsidiary are appointed by the shareholders of the subsidiary, but no such director may be appointed except with the prior approval of the voting shareholders of the State owned corporation.
(6) All decisions relating to the operation of the subsidiary are to be made by or under the authority of the board of the subsidiary in accordance with the statement of corporate intent of the State owned corporation.
(7) The board of the subsidiary 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 subsidiary.
(8) The subsidiary may issue further shares to its shareholders, but no shareholder is obliged to acquire any such further shares.
(9) Shares may not be issued or transferred except with the prior written approval of the voting shareholders of the State owned corporation or by the Premier under subclause (4).
4 Subsidiaries
(1) The subsidiary may not form, participate in the formation of or acquire subsidiaries without the prior written approval of the voting shareholders of the State owned corporation.
(2) The subsidiary must ensure that the constitutions of each 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 subsidiary must, to the maximum extent practicable, ensure that each of its subsidiaries complies with its constitution and with the requirements of the State Owned Corporations Act 1989 .