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Queensland
QUEENSLAND INDUSTRY
DEVELOPMENT
CORPORATION BILL 1994
Queensland
QUEENSLAND INDUSTRY
DEVELOPMENT CORPORATION BILL
1994
TABLE OF PROVISIONS
Section Page
PART 1--PRELIMINARY
Division 1--Introduction
1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Division 2--Interpretation
3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 Meaning of "consumer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART 2--QIDC
Division 1-- Continuation of QIDC
5 Continuation of QIDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6 Continuation under this Act does not affect legal personality etc . . . . . . . . 8
7 Existing legal relationships not affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Division 2--Objective
8 Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Division 3--Powers
9 Powers--general . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10 Powers about finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 Branches and agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Loans to co-operative companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
14 QIDC not to provide financial accommodation to consumers . . . . . . . . . . . 12
2
Queensland Industry Development
Corporation
Division 4--Guarantee by State
15 State guarantees QIDC's future liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16 Existing liabilities of QIDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17 Appropriation of guaranteed amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18 Guarantee fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART 3--DISCLOSURE BY DIRECTORS
Division 1--Disclosure of interests
19 Matters QIDC is concerned with . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20 Interest of director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21 Register of Relevant Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
22 Meaning of "minor interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
23 Meaning of "relevant particulars" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
24 Directors to give notice of interests to chief executive officer . . . . . . . . . . 15
25 Board may require further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
26 Voting by interested director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
27 Transactions etc. not invalid because of this Division . . . . . . . . . . . . . . . . . 18
Division 2--General duty to disclose information
28 Register of General Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
29 General duty to make disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
30 Transactions etc. not invalid because of this Division . . . . . . . . . . . . . . . . . 19
Division 3--Application of GOC Act
31 Certain sections of GOC Act do not apply . . . . . . . . . . . . . . . . . . . . . . . . . . 20
PART 4--PROVISIONS ABOUT QIDC's EMPLOYEES
32 Disclosure of interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
33 Superannuation for certain employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
34 Continued preservation of leave entitlements . . . . . . . . . . . . . . . . . . . . . . . . 21
PART 5--MISCELLANEOUS
35 Application of Freedom of Information Act and Judicial Review Act . . . . 22
36 Use of name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
37 Regulation making power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
PART 6--REFERRAL TO COMMONWEALTH PARLIAMENT
3
Queensland Industry Development
Corporation
38 Object of Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
39 Parliament's intention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
40 Definitions for Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
41 Reference of matters about QIDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
42 Excluded matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
43 End of reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
44 State bound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
PART 7--SAVINGS AND TRANSITIONAL PROVISIONS
45 Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
46 Approvals about superannuation schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
47 Existing directors go out of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
48 Transitional regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
49 Expiry of Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
PART 8--REPEALS
50 Repeals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
1994
A BILL
FOR
An Act to provide for the continuation of the Queensland Industry
Development Corporation, its objective and certain of its powers
as a government owned corporation, to refer to the
Commonwealth Parliament certain matters about the
Corporation, and for other purposes
s1 5 s3
Queensland Industry Development
Corporation
The Parliament of Queensland enacts-- 1
PART 1--PRELIMINARY 2
Division 1--Introduction 3
title 4
Short
1. This Act may be cited as the Queensland Industry Development 5
Corporation Act 1994. 6
7
Commencement
2. This Act commences on the day QIDC becomes a GOC1. 8
Division 2--Interpretation 9
10
Definitions
3. In this Act-- 11
"bank" means---- 12
(a) a bank as defined in section 5 of the Banking Act 1959 (Cwlth); 13
or 14
(b) a bank constituted under a law of a State; or 15
(c) another entity that carries on banking business outside Australia 16
and is approved by the Treasurer. 17
"benefit" means a financial or other benefit, and includes a benefit that does 18
1 Under the Government Owned Corporations Regulation 1993, QIDC is a
candidate GOC. A regulation under s 63 of the GOC Act (Declaration of entity
as GOC) may declare a candidate GOC to be a GOC.
s3 6 s3
Queensland Industry Development
Corporation
not involve the payment of cash. 1
"board" means QIDC's board of directors. 2
"business undertaking" includes a person, trust, joint venture, 3
government agency or other entity engaging, or intending to engage, in 4
economic activity. 5
"chief executive officer" means QIDC's chief executive officer. 6
"consumer" see section 4. 7
"co-operative company" has the same meaning as in Part 3, Division 9 of 8
the Income Tax Assessment Act 1936 (Cwlth). 9
"director" means a director of QIDC. 10
"GOC" has the same meaning as in the GOC Act. 11
"GOC Act" means the Government Owned Corporations Act 1993. 12
"holding company" has the same meaning as in the Corporations Law. 13
"minor interest" see section 22. 14
"public company" has the same meaning as in the Corporations Law. 15
"QIDC" means the Queensland Industry Development Corporation. 16
"related body corporate" of another body corporate means a body 17
corporate related to the other body corporate within the meaning of 18
section 50 of the Corporations Law. 19
"relative" of a person means the person's-- 20
(a) spouse; or 21
(b) parent or remoter lineal ancestor; or 22
(c) child or remoter issue; or 23
(d) brother or sister. 24
"relevant interest"-- 25
(a) for a share--has the meaning given by Chapter 1, Part 1.2, 26
Division 5 (other than section 44) of the Corporations Law; and 27
(b) for a security other than a share--has the meaning given by 28
Chapter 1, Part 1.2, Division 5 of the Corporations Law as it 29
s4 7 s5
Queensland Industry Development
Corporation
applies because of section 44 of that Law. 1
"relevant particulars" see section 23. 2
"shareholding Ministers" means the Ministers who are QIDC's 3
shareholding Ministers under the GOC Act. 4
"spouse" includes defacto spouse. 5
"statutory GOC" has the same meaning as in the GOC Act. 6
"subsidiary" has the same meaning as in the Corporations Law. 7
"transaction" includes contract. 8
of "consumer" 9
Meaning
4.(1) In this Act, a "consumer" is a person who is seeking to obtain 10
financial accommodation from QIDC other than-- 11
(a) as part of or for a business carried on by the person; or 12
(b) as a member of a business partnership. 13
(2) If a person is seeking to obtain financial accommodation to provide it 14
to someone else, the person is taken not to be seeking the financial 15
accommodation as a consumer. 16
PART 2--QIDC 17
1-- Continuation of QIDC 18
Division
ontinuation of QIDC 19
C
5.(1) The Queensland Industry Development Corporation continues in 20
existence2. 21
2 QIDC was established under the Queensland Industry Development Corporation
Act 1985. Under the Government Owned Corporations Regulation 1993, QIDC is
a candidate GOC. A regulation under s 58 of the GOC Act (Share capital and
s6 8 s7
Queensland Industry Development
Corporation
(2) QIDC continues-- 1
(a) as a body corporate; and 2
(b) to have a seal; and 3
(c) to be capable of suing and being sued in its corporate name. 4
under this Act does not affect legal personality etc 5
Continuation
6.(1) The continuation of QIDC under this Act does not-- 6
(a) affect the legal personality or identity of QIDC; or 7
(b) affect rights or obligations of QIDC or anyone else; or 8
(c) make legal proceedings by or against QIDC defective. 9
(2) If legal proceedings might have been continued or started by or 10
against QIDC before the continuation, they may be continued or started by 11
or against it after the continuation. 12
legal relationships not affected 13
Existing
7.(1) The continuation of QIDC under this Act, the repeal of the 14
Queensland Industry Development Corporation Act 1985 or QIDC 15
becoming a GOC-- 16
(a) does not place QIDC in breach of contract or confidence or 17
otherwise make it guilty of a civil wrong; and 18
(b) does not make QIDC in breach of an instrument, including, for 19
example, an instrument prohibiting, restricting or regulating the 20
assignment or transfer of a right or liability or the disclosure of 21
information; and 22
(c) is taken not to fulfil a condition-- 23
(i) allowing a person to end an instrument or obligation or 24
change the operation or effect of an instrument or obligation; 25
or 26
issue of shares) may provide that QIDC is taken to have a share capital.
s8 9 s 10
Queensland Industry Development
Corporation
(ii) requiring an amount to be paid before its stated maturity; and 1
(d) does not release a surety or other obligee (in whole or part) from 2
an obligation. 3
(2) In this section-- 4
"instrument" has the same meaning as in the GOC Act. 5
2--Objective 6
Division
7
Objective
8. QIDC's objective is to operate as a financier to Queensland's primary, 8
secondary and tertiary industries in order to achieve a commercial return on 9
its business undertakings. 10
Division 3--Powers 11
12
Powers--general
9.(1) As a statutory GOC, QIDC has the powers given by section 149 of 13
the GOC Act (General powers of statutory GOCs). 14
(2) QIDC also has the powers given by this Division. 15
(3) Subject to section 14 (QIDC not to provide financial accommodation 16
to consumers), the other provisions of this Division do not limit the powers 17
QIDC has under this Act or the GOC Act. 18
about finance 19
Powers
10. QIDC may-- 20
(a) borrow or raise money and obtain other forms of financial 21
accommodation in Australia or elsewhere, including, for 22
example, by issuing debentures, bonds, inscribed stock and other 23
securities; and 24
(b) accept money on deposit; and 25
s 10 10 s 10
Queensland Industry Development
Corporation
(c) lend money; and 1
(d) issue, draw, make, accept, endorse or discount bills of exchange, 2
promissory notes or other negotiable instruments; and 3
(e) enter into and perform deferred payment arrangements as debtor 4
or creditor; and 5
(f) deal with land, buildings, plant, machinery, equipment and other 6
property as lessee, lessor, owner or tenant; and 7
(g) form or establish, take part in forming or establishing, or 8
otherwise take part in, a business undertaking; and 9
(h) underwrite issues of shares in, or debentures or other securities 10
of, a business undertaking; and 11
(i) acquire, hold, deal with and dispose of-- 12
(i) shares, debentures, bonds, stock and other securities in a 13
corporation, including, for example, debentures, bonds, 14
inscribed stock and other securities issued by QIDC; and 15
(ii) land, buildings, plant, machinery, equipment and other 16
property and any interest in, or charge over, the property; 17
and 18
(iii) foreign currency; and 19
(j) incur and perform obligations about foreign currency; and 20
(k) enter into covenants, undertakings, arrangements, promises, 21
guarantees and indemnities to meet obligations or liabilities 22
incurred by or for a business undertaking, whether or not the 23
business undertaking is a party to the covenants, undertakings, 24
arrangements, promises, guarantees and indemnities; and 25
(l) enter into arrangements for giving financial accommodation by or 26
to a business undertaking, whether or not the business 27
undertaking is a party to the arrangements, including, for 28
example, entering into a lease or licence for the primary purpose 29
of raising finance or financing the acquisition of property leased 30
or licensed; and 31
(m) enter into purchase obligations as buyer or sale obligations as 32
s 11 11 s 13
Queensland Industry Development
Corporation
seller, to buy or sell any output, produce or commodity; and 1
(n) enter into hire-purchase agreements; and 2
(o) invest moneys; and 3
(p) keep accounts with a bank, whether in or outside Australia; and 4
(q) enter into transactions to manage or change financial returns or 5
financial or currency risks, including, for example, risks 6
associated with currency exchange rate, interest rate and discount 7
rate volatility; and 8
(r) enter into transactions to return a gain or avoid a loss by reference 9
to financial or currency obligations, or currency exchange rate, 10
interest rate or discount rate movements; and 11
(s) trade in commodity futures, including, for example, cattle, wool, 12
cotton and grain futures; and 13
(t) supply a full range of financial services to QIDC's clients or 14
potential clients, including, for example, services about business 15
and strategic planning, mergers and acquisitions, and investment 16
advice; and 17
(u) enter into and perform financial arrangements; and 18
(v) act as agent, or as trustee of a trust, or manage a trust. 19
and agencies 20
Branches
11.(1) QIDC may establish branches and agencies at any place, whether 21
in or outside Australia. 22
(2) QIDC may discontinue a branch or agency. 23
to co-operative companies 24
Loans
12.(1) QIDC may act as the Queensland Government's agent for making 25
loans to co-operative companies. 26
(2) For subsection (1), QIDC may agree the terms of the agency with the 27
Government. 28
s 14 12 s 17
Queensland Industry Development
Corporation
1
Indemnity
13.(1) This section applies if-- 2
(a) QIDC has agreed with the Queensland Government to act as its 3
agent; and 4
(b) in that capacity, QIDC lends an amount to a co-operative 5
company. 6
(2) By this section, the Government indemnifies QIDC against a failure 7
by QIDC to recover the whole or part of the principal of the loan. 8
(3) If an amount becomes payable by the Government because of this 9
section, the Treasurer may pay the amount from the Consolidated Fund 10
without further appropriation. 11
not to provide financial accommodation to consumers 12
QIDC
14.(1) QIDC may not provide financial accommodation to consumers. 13
(2) This section has effect despite the GOC Act or anything else in this 14
Act. 15
4--Guarantee by State 16
Division
guarantees QIDC's future liabilities 17
State
15.(1) This section applies if QIDC becomes liable to pay an amount 18
because of something done or not done by it after the commencement of 19
this Act. 20
(2) Payment of the amount is guaranteed by the State. 21
liabilities of QIDC 22
Existing
16.(1) This section applies to QIDC's liabilities existing at the 23
commencement of this Act or incurred by QIDC after the commencement 24
because of something done or not done by it before the commencement. 25
(2) The State has the same obligation for the liabilities as it would have 26
s 18 13 s 20
Queensland Industry Development
Corporation
had if this Act had not been enacted. 1
of guaranteed amounts 2
Appropriation
17.(1) This section applies if an amount becomes payable by the State 3
because of section 15 (State guarantees QIDC's future liabilities) or 16 4
(Existing liabilities of QIDC). 5
(2) The Treasurer may pay the amount from the Consolidated Fund 6
without further appropriation. 7
fee 8
Guarantee
18.(1) The Treasurer may require QIDC to pay fees to the State-- 9
(a) for the guarantee under section 15 (State guarantees QIDC's 10
future liabilities); and 11
(b) in relation to the State's obligation under section 16 (Existing 12
liabilities of QIDC). 13
(2) The amount of the fees and how and when they are to be paid are to 14
be decided by the Treasurer. 15
ART 3--DISCLOSURE BY DIRECTORS 16
P
1--Disclosure of interests 17
Division
QIDC is concerned with 18
Matters
19.(1) For this Division, matters QIDC is concerned with include a 19
transaction it has entered into or is proposing to enter into. 20
(2) Also, QIDC may be concerned with a matter even though the matter 21
has not been and will not be considered by the board. 22
s 21 14 s 22
Queensland Industry Development
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of director 1
Interest
20.(1) A director is taken to have an interest in a matter if, because of the 2
matter, a benefit will, is likely to or might accrue to-- 3
(a) the director; or 4
(b) a relative of the director; or 5
(c) a relative of the director's spouse; or 6
(d) a person, other than QIDC, to whom the director has a duty about 7
the matter. 8
9
Example of paragraph (d)--
10
If QIDC has contracted with another body corporate, a director who is also a
11
director of the other body corporate has an interest in the contract.
(2) Subsection (1) does not, by implication, limit what amounts to an 12
interest had by a director in a matter. 13
of Relevant Interests 14
Register
21.(1) QIDC must keep a register called the Register of Relevant 15
Interests. 16
(2) The chief executive officer is responsible for keeping the register. 17
(3) The register must contain particulars of the interests of each director 18
of which notice has been given under section 24 (Directors to give notice of 19
interests to chief executive officer). 20
(4) QIDC must ensure the register is open for inspection during normal 21
business hours by the directors, the chief executive officer, the shareholding 22
Ministers, the Auditor-General and persons nominated by the shareholding 23
Ministers or Auditor-General. 24
(5) QIDC must also ensure the register is available and open for 25
inspection by the directors and the chief executive officer immediately 26
before and during each meeting of the board. 27
(6) If a person entitled to inspect the register asks QIDC for a copy of it 28
or a part of it, QIDC must give the copy to the person within 7 days of 29
receiving the request. 30
s 23 15 s 24
Queensland Industry Development
Corporation
of "minor interest" 1
Meaning
22.(1) This section applies to a director's interest in a body corporate 2
(other than QIDC). 3
(2) The interest is a "minor interest" if-- 4
(a) it consists of the director also being a director of the other body 5
corporate; and 6
(b) the other body corporate is a related body corporate of QIDC. 7
(3) The interest is also a "minor interest" if-- 8
(a) it consists of the director having a relevant interest in shares in the 9
other body corporate; but 10
(b) the nominal value of the shares is not more than 5% of the 11
nominal value of all the issued shares in the body corporate. 12
(4) In deciding the nominal value of the shares it must be assumed that-- 13
(a) an option or right to buy shares in the body corporate under an 14
option contract in which the person has a relevant interest has 15
been exercised and the person has a relevant interest in the shares; 16
and 17
(b) any convertible note issued by the body corporate in which the 18
person has a relevant interest has been converted into shares and 19
the person has a relevant interest in the shares. 20
of "relevant particulars" 21
Meaning
23.(1) The "relevant particulars" of a director's interest include-- 22
(a) if, in the director's opinion, the interest is a minor interest because 23
of section 22(3) (Meaning of "minor interest")--a statement to 24
that effect; or 25
(b) in any other case--particulars of the nature of the interest and, if 26
the director is of the opinion that the interest is a minor interest or 27
is for any other reason not a material interest, a statement of the 28
opinion giving the reasons for it. 29
(2) The "relevant particulars" also include other particulars of the 30
s 25 16 s 25
Queensland Industry Development
Corporation
interest reasonably necessary to enable the other directors to decide what 1
action about the matter should be taken in QIDC's interest. 2
to give notice of interests to chief executive officer 3
Directors
24.(1) A director who has an interest in a matter with which QIDC is 4
concerned must give written notice to the chief executive officer containing 5
the relevant particulars of the interest-- 6
(a) as soon as practicable after the relevant facts come to the 7
director's knowledge; or 8
(b) if the facts came to the director's knowledge before the director's 9
appointment as a director--as soon as practicable after the 10
appointment. 11
Maximum penalty--50 penalty units. 12
(2) Within 3 days after receiving the notice, the chief executive officer 13
must-- 14
(a) for the director who gave the notice--enter the relevant particulars 15
in the Register of Relevant Interests; and 16
(b) give a copy of the notice to each other director. 17
(3) The directors must ensure particulars of the director's interest 18
contained in the notice are recorded in the minutes of the next meeting of the 19
board held after the notice is given. 20
(4) If a notice given by a director under section 29 (General duty to make 21
disclosure) contains the relevant particulars of an interest had by the director 22
in a matter with which QIDC is concerned, the notice is taken to have been 23
given under this section. 24
(5) If a director gives a general notice to the chief executive officer to the 25
effect that the director is an officer or member of a specified entity and is to 26
be regarded as interested in each transaction that may, after the notice is 27
given, be entered into by QIDC with the entity, the giving of the notice is 28
sufficient compliance with subsection (1) for a transaction entered into, or 29
proposed to be entered into, by the entity with QIDC within 1 year after the 30
giving of the notice. 31
(6) Subsection (5) applies only if-- 32
s 26 17 s 26
Queensland Industry Development
Corporation
(a) the notice states the nature and extent of the director's interest in 1
the entity; and 2
(b) when the question of confirming or entering into the transaction is 3
first considered by the board, the extent of the director's interest 4
in the entity is not greater than stated in the notice. 5
(7) If the interest of a person in a body corporate is a minor interest 6
because of section 22(3) (Meaning of "minor interest"), it is sufficient 7
compliance with subsection (6)(a) if the notice contains a statement to that 8
effect. 9
may require further information 10
Board
25.(1) This section applies if, in the board's opinion, a notice given by a 11
director under section 24 (Directors to give notice of interests to chief 12
executive officer) about the director's interest in a matter is insufficient to 13
allow the board to form an opinion about whether the interest is material or 14
to decide what action should be taken about the matter in QIDC's interests. 15
(2) The board may ask the director to give further information about the 16
director's interest. 17
(3) The director must comply with the requirement. 18
Maximum penalty--50 penalty units. 19
(4) The other provisions of this Division do not, by implication, limit the 20
powers of the board under this section. 21
by interested director 22
Voting
26.(1) This section applies if-- 23
(a) a matter is being considered by the board; and 24
(b) a director has given notice under section 24 (Directors to give 25
notice of interests to chief executive officer) of an interest the 26
director has in the matter. 27
(2) If the director's interest is a minor interest, the director is not entitled 28
to vote on a resolution about the matter if the board resolves that the interest 29
is a material interest. 30
s 27 18 s 28
Queensland Industry Development
Corporation
(3) If the directors's interest is not a minor interest, the director is entitled 1
to vote on a resolution about the matter only if the board resolves that the 2
interest is not a material interest. 3
(4) A director who has given notice under section 24 (Directors to give 4
notice of interests to chief executive officer) of an interest the director has in 5
a matter is not entitled to vote on a resolution (a "related resolution") 6
about whether the director or another director has a material interest about 7
the matter. 8
(5) The directors who are present at the meeting at which the related 9
resolution is passed must ensure that the minutes of the meeting record-- 10
(a) the passing of the related resolution; and 11
(b) the names of the directors who cast votes in favour of the 12
resolution; and 13
(c) if any of the directors cast votes against the resolution--the 14
names of the directors; and 15
(d) if any of the directors abstained from voting on the 16
resolution--the names of the directors. 17
(6) For this section, a quorum is present during a consideration of a 18
matter by the board only if at least 2 directors are present who are entitled to 19
vote on any motion that may be moved about the matter. 20
(7) The shareholding Ministers may, by each signing consent to a 21
proposed resolution, deal with a matter if the board cannot deal with it 22
because of subsection (6). 23
etc. not invalid because of this Division 24
Transactions
27. A transaction entered into, or something else done, by QIDC is not 25
invalid merely because of this Division or a contravention of this Division. 26
2--General duty to disclose information 27
Division
s 29 19 s 30
Queensland Industry Development
Corporation
of General Disclosures 1
Register
28.(1) QIDC must keep a register called the Register of General 2
Disclosures. 3
(2) The chief executive officer is responsible for keeping the register. 4
(3) The register must contain the notices given under section 29 (General 5
duty to make disclosure). 6
(4) Within 7 days after receiving notice from a director under section 29 7
(General duty to make disclosure) or within 3 days after receiving notice of 8
any change of particulars previously advised under the section, the chief 9
executive officer must enter the notice in the register. 10
(5) QIDC must ensure the register is open for inspection during normal 11
business hours by the directors, the chief executive officer, the shareholding 12
Ministers, the Auditor-General and persons nominated by the shareholding 13
Ministers or Auditor-General. 14
(6) QIDC must also ensure the register is available and open for 15
inspection by the directors and the chief executive officer immediately 16
before and during each meeting of the board. 17
(7) If a person entitled to inspect the register asks QIDC for a copy of it 18
or a part of it, QIDC must give the copy to the person within 7 days of 19
receiving the request. 20
duty to make disclosure 21
General
29.(1) A director must, as specified in subsection (2), give written notice 22
to the chief executive officer of-- 23
(a) particulars of directorships and changes in directorships held by 24
the director in public companies, or subsidiaries of public 25
companies, other than public companies or subsidiaries that are 26
related bodies corporate of QIDC; and 27
(b) other matters affecting or about the director that are necessary to 28
allow QIDC to comply with Chapter 6 of the Corporations Law. 29
Maximum penalty--50 penalty units. 30
(2) The director must give the notice-- 31
s 31 20 s 32
Queensland Industry Development
Corporation
(a) if subsection (1)(a)applies--within 14 days after he or she 1
becomes a director of the company or subsidiary; and 2
(b) if subsection (1)(b) applies--as soon as practicable after the 3
director becomes aware that QIDC requires, or will require, 4
information about the matters to allow it to comply with Chapter 5
6 of the Corporations Law. 6
(3) If a person is a director of 1 or more subsidiaries of the same holding 7
company, it is sufficient compliance with subsection (1)(a) if the person 8
discloses that he or she is the holder of 1 or more directorships in the group 9
of companies that are subsidiaries of the holding company. 10
(4) The group may be described by the name of the holding company 11
with the addition of the word `Group'. 12
etc. not invalid because of this Division 13
Transactions
30. A transaction entered into, or something else done, by QIDC is not 14
invalid merely because of this Division or a contravention of this Division. 15
Division 3--Application of GOC Act 16
sections of GOC Act do not apply 17
Certain
31.(1) The following sections of the GOC Act do not apply in relation to 18
QIDC-- 19
· section 134 (Disclosure of interests by directors) 20
· section 135 (Voting by interested director). 21
(2) This section applies despite the GOC Act. 22
PART 4--PROVISIONS ABOUT QIDC's EMPLOYEES 23
s 33 21 s 34
Queensland Industry Development
Corporation
of interests 1
Disclosure
32.(1) In this section-- 2
"officer" means-- 3
(a) the chief executive officer; or 4
(b) another employee of QIDC. 5
"financial interest" for an officer-- 6
(a) includes a financial interest of the officer's spouse, or a member 7
of the officer's family who ordinarily lives with the officer; but 8
(b) does not include a financial interest the officer has in a matter in 9
common with members of the public. 10
(2) This section applies to an officer who-- 11
(a) has a direct or indirect financial interest in a matter that is, or to 12
the officer's knowledge is likely to be, the subject of a financial 13
arrangement by or with QIDC; and 14
(b) is dealing with the matter or knows that he or she may deal with 15
it. 16
(3) The officer must disclose the nature of the financial interest to QIDC 17
as required by the Board's directions given to the officer under 18
subsection (4). 19
Maximum penalty--50 penalty units. 20
(4) The board must give each officer written directions about how and 21
when the officer is to disclose the nature of the officer's financial interest to 22
QIDC. 23
for certain employees 24
Superannuation
33.(1) This section applies to a person employed by QIDC in a 25
permanent or full-time capacity and who, immediately before the 26
commencement of this section, was-- 27
(a) employed by QIDC in that capacity; and 28
(b) a contributor to the State Service Superannuation Fund or a 29
s 35 22 s 35
Queensland Industry Development
Corporation
member of the State Public Sector Superannuation Scheme. 1
(2) A person to whom this section applies is to continue to be a 2
contributor to the State Service Superannuation Fund or a member of the 3
State Public Sector Superannuation Scheme and, for that purpose, is taken 4
to be an officer within the meaning of the State Service Superannuation Act 5
1972 or eligible for membership of the scheme under the Superannuation 6
(State Public Sector) Act 1990. 7
preservation of leave entitlements 8
Continued
34.(1) This section applies to a person-- 9
(a) who was employed by QIDC in a permanent or full-time capacity 10
immediately before the commencement of this section; and 11
(b) to whom section 19 (1) of the Queensland Industry Development 12
Corporation Act 1985 applied at the time; and 13
(c) who continues to be employed in the capacity after the time. 14
(2) The person's leave entitlements accrued as an officer of the public 15
service must continue to be treated as having accrued to the person as an 16
employee of QIDC. 17
(3) For the purpose of accruing long service leave, the person's service 18
with QIDC and as an officer of the public service is taken to be continuous 19
service with QIDC. 20
ART 5--MISCELLANEOUS 21
P
of Freedom of Information Act and Judicial Review Act 22
Application
35.(1) In this section-- 23
"commercial activities" means activities conducted on a commercial 24
s 36 23 s 40
Queensland Industry Development
Corporation
basis.3 1
"community service obligations" has the same meaning as in the GOC 2
Act. 3
"excluded activities" means-- 4
(a) commercial activities; or 5
(b) community service obligations prescribed by regulation. 6
(2) A regulation may declare the activities of QIDC that are taken to be, 7
or are taken not to be, activities conducted on a commercial basis. 8
(3) The Freedom of Information Act 1992 does not apply to a document 9
received or brought into existence by QIDC in carrying out its excluded 10
activities. 11
(4) The Judicial Review Act 1991 does not apply to a decision of QIDC 12
made in carrying out its excluded activities. 13
of name 14
Use
36. QIDC must not use a name other than its corporate name or the 15
name QIDC. 16
making power 17
Regulation
37. The Governor in Council may make regulations under this Act. 18
ART 6--REFERRAL TO COMMONWEALTH 19
P
PARLIAMENT 20
3 Section 16 of the GOC Act (Meaning of "corporatisation") defines
corporatisation as a structural reform process for nominating government entities
that, among other things, changes the conditions and (where required) the
structure under which the entities operate so that they operate, as far as
practicable, on a commercial basis and in a competitive environment (emphasis
added).
s 41 24 s 44
Queensland Industry Development
Corporation
of Part 1
Object
38. The object of this Part is to remove the constitutional barrier that 2
prevents the Commonwealth Parliament from legislating with respect to 3
State banking carried on within the limits of the State by QIDC or a 4
subsidiary of QIDC. 5
intention 6
Parliament's
39.(1) It is the intention of the Parliament that, through the reference 7
under this Part, QIDC and its subsidiaries will be required to observe 8
requirements under the Banking Act 1959 (Cwlth), including requirements 9
about prudential matters. 10
(2) Subsection (1) does not limit the object of this Part mentioned in 11
section 38 (Object of Part) or the reference under section 41 (Reference of 12
matters about QIDC). 13
for Part 14
Definitions
40. In this Part-- 15
"QIDC" includes a subsidiary of QIDC (within the meaning of the 16
Corporations Law) and QIDC under a changed name. 17
"State banking" means State banking as referred to in section 51 (xiii) of 18
the Commonwealth Constitution. 19
of matters about QIDC 20
Reference
41.(1) The matter of State banking, as far as it applies to QIDC and to the 21
extent to which it is not otherwise included in the legislative powers of the 22
Commonwealth Parliament, is referred to the Commonwealth Parliament. 23
(2) The matter is referred for a period starting on the day this section 24
commences and ending on the day fixed under section 43 (End of 25
reference). 26
s 45 25 s 48
Queensland Industry Development
Corporation
matters 1
Excluded
42.(1) The reference under section 41 (Reference of matters about 2
QIDC) does not include a matter so far as it would confer power to make 3
provision for or about any of the following matters---- 4
(a) prohibiting QIDC, specifically or as part of a provision of more 5
general application, from carrying on banking business unless it 6
has an authority (however described) to carry on banking 7
business under Commonwealth law; 8
(b) granting, suspending, cancelling or otherwise dealing with an 9
authority of a kind mentioned in paragraph (a) for QIDC. 10
(2) Subsection (1) stops having effect on a day appointed by regulation. 11
of reference 12
End
43. A regulation may fix a day when the reference under this Part ends. 13
tate bound 14
S
44. This Part binds the State. 15
ART 7--SAVINGS AND TRANSITIONAL 16
P
PROVISIONS 17
18
Definition
45. In this Part-- 19
"repealed Act" means the Queensland Industry Development Corporation 20
Act 1985. 21
about superannuation schemes 22
Approvals
46.(1) This section applies to an approval of the Governor in Council 23
s 49 26 s 50
Queensland Industry Development
Corporation
given under section 21 (Superannuation scheme) of the repealed Act and in 1
force immediately before the commencement of this section. 2
(2) The approval is taken to be an approval given under section 172 of 3
the GOC Act (Superannuation schemes) for QIDC as a GOC under that 4
Act. 5
(3) Subsections (1) and (2) are laws to which section 20A of the Acts 6
Interpretation Act 1954 applies. 7
directors go out of office 8
Existing
47. On the commencement of this section, the persons who were 9
members of the board of directors of QIDC immediately before the 10
commencement because of an appointment made before the 11
commencement go out of office.4 12
regulations 13
Transitional
48.(1) A regulation may make provision about any matter for which-- 14
(a) it is necessary or convenient to assist the transition from the 15
operation of the repealed Act to the operation of this Act; and 16
(b) this Act does not make provision or sufficient provision. 17
(2) A regulation under subsection (1) may be given retrospective 18
operation to a date not earlier than the date of assent. 19
of Part 20
Expiry
49. This Part expires 1 year after this section commences. 21
PART 8--REPEALS 22
4 The first board of directors of QIDC as a statutory government owned corporation
may be appointed under section 94A of the GOC Act (First board of statutory
GOC).
s 49 27 s 50
Queensland Industry Development
Corporation
1
Repeals
50. The following Acts are repealed-- 2
· Queensland Industry Development Corporation Act 1985 3
No. 108 4
· Queensland Industry Development Corporation Act and Another 5
Act Amendment Act 1991 No. 16. 6
7
© State of Queensland 1994
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