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1
Government Owned Corporations Bill 1993
GOVERNMENT OWNED
CORPORATIONS BILL 1993
EXPLANATORY NOTES
The Bill provides for the corporatisation of nominated government
entities and for related purposes.
It should be noted that throughout the Bill references are made to
subsidiaries of GOCs and to proposed subsidiaries of GOCs but in the
preparation of these notes reference is generally made only to GOCs.
CHAPTER 1--PRELIMINARY
PART 1--INTRODUCTION
Clause 1 sets out the short title of the Act.
Clause 2 provides for the Act to commence on proclamation.
PART 2--INTERPRETATION
Clause 3 sets out the definitions in the Act.
Clause 4 sets out an inclusive definition of a reference to the doing of an
act by a GOC.
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Government Owned Corporations Bill 1993
PART 3--BASIC CONCEPTS
Clause 5 defines what is meant by a "government entity".
Clause 6 establishes what is meant by a "GOC" or a "government
owned corporation".
Clause 7 sets out the types of GOCs and certain characteristics of a
statutory GOC and a company GOC with special reference to the
application of the Corporations Law.
Clause 8 sets out which Ministers are to be the "GOC Minister" and the
"portfolio Minister" of a GOC and a candidate GOC.
Clause 9 sets out the meaning of "statement of corporate intent" and
establishes the intention that the statement of corporate intent should
represent an agreement between the GOC's board of directors and the
shareholding Ministers.
PART 4--OPERATION OF ACT AND APPLICATION
OF LAWS
Clause 10 provides that the Act binds the Crown.
Clause 11 sets out the extraterritorial operation of the Act.
Clause 12 sets out the application of other laws to GOCs.
Clause 13 sets out the application of other laws to candidate GOCs.
Clause 14 outlines how the Corporations Law is to be applied to GOCs.
PART 5--OUTLINE OF ACT AND ITS
BACKGROUND AND OBJECTIVES
Clause 15 states that the Act makes provision for a structural reform
process for nominated government entities.
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Government Owned Corporations Bill 1993
Clause 16 gives a meaning to "corporatisation" by describing a structural
reform process.
Clause 17 sets out the objectives of corporatisation.
Clause 18 establishes that the objectives of corporatisation are to be
achieved through the application of the key principles of corporatisation and
their elements.
Clause 19 sets out the four "key principles of corporatisation" and their
elements being--
(a) Principle 1--Clarity of Objectives
(b) Principle 2--Management autonomy and authority
(c) Principle 3--Strict accountability for performance
(d) Principle 4--Competitive neutrality
Clause 20 sets out the key objectives of GOC under corporatisation.
Clause 21 establishes how the Act will enable management of the
corporatisation process.
CHAPTER 2--MECHANISMS FOR CREATING AND
ALTERING TYPES OF GOCS
PART 1--OUTLINE OF THE PROCESSES
Clause 22 sets out what the Part provides.
Clause 23 requires a government entity to become a candidate GOC
before becoming a statutory or company GOC.
Clause 24 relates the meaning of "candidate GOC" to nomination under
Part 2.
Clause 25 provides meanings for "government entity that is to become a
GOC", "government entity that is to become a statutory GOC",
"government entity that is to become a company GOC" and "government
entity that is to become a subsidiary of a GOC".
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Government Owned Corporations Bill 1993
PART 2--NOMINATION OF ENTITIES
Clause 26 provides that the Governor in Council may by regulation
nominate a government entity or two or more government entities to be a
candidate GOC.
Clause 27 provides that the Governor in Council may by regulation
nominate a statutory GOC or part of a statutory GOC to be a candidate
GOC that is to become a company GOC.
PART 3--PREPARATION OF CORPORATISATION
CHARTER
Division 1--Preliminary
Clause 28 sets out the meaning of "corporatisation charter".
Clause 29 sets out how a candidate GOC may become a GOC following
the preparation and implementation of a corporatisation charter. Subclause
(2) provides an exemption from these requirements.
Clause 30 provides that a candidate GOC may change its type to a
company GOC following the preparation and implementation of a
corporatisation charter. Subclause (2) provides an exemption from these
requirements.
Division 2--Responsible Ministers
Clause 31 sets out who are to be responsible Ministers of a candidate
GOC that is not a statutory GOC or part of a statutory GOC.
Clause 32 provides that the responsible Ministers of a candidate GOC
are not to be treated as directors of the candidate GOC or any subsidiary or
proposed subsidiary.
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Government Owned Corporations Bill 1993
Clause 33 provides that for a statutory GOC or part of a statutory GOC,
the shareholding Ministers are the responsible Ministers.
Division 3--Draft Corporatisation Charter
Clause 34 establishes that the responsible Ministers may determine that a
draft corporatisation charter be prepared and submitted to them and, in that
event, the following provisions of the Division are to apply.
Clause 35 gives the responsible Ministers the discretion to determine that
the draft corporatisation charter should contain all or any of the matters
listed in subclause (1). The responsible Ministers may also determine that
the draft corporatisation charter should contain a timetable for carrying out
the matters listed in subclause (2).
Clause 36 sets out the other matters that Ministers may determine to be
relevant to draft corporatisation charter preparation.
Clause 37 enables responsible Ministers to give written directions to a
candidate GOC in relation to the candidate GOC and its subsidiaries to
enable the draft corporatisation charter to be prepared including in subclause
(2) directions which may be given to the candidate GOC if a charter
preparation committee has been appointed.
Division 4--Charter Preparation Committee
Clause 38. Under this clause the responsible Ministers of a candidate
GOC may appoint a charter preparation committee to prepare a draft
corporatisation charter.
Clause 39 sets out the conduct of meetings and other business by a
charter preparation committee.
Clause 40 sets out that the responsible Ministers may determine the
terms of appointment of members of a charter preparation committee.
Clause 41 sets out how resignation and removal from office of members
of a charter preparation committee may occur.
Clause 42 provides for a draft corporatisation charter to be given to
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Government Owned Corporations Bill 1993
responsible Ministers and allows responsible Ministers to return the draft
corporatisation charter to the charter preparation committee requesting it to
carry out specified matters.
Division 5--Corporatisation Charter
Clause 43 establishes that responsible Ministers of a candidate GOC
may approve a draft corporatisation charter.
Clause 44. Responsible Ministers of a candidate GOC may approve
amendments to a candidate GOC's corporatisation charter.
PART 4--IMPLEMENTATION OF
CORPORATISATION CHARTER
Clause 45. The responsible Ministers of a candidate GOC may appoint a
charter administration committee to ensure implementation of the
corporatisation charter.
Clause 46 sets out the way that the charter administration committee is to
conduct its meetings and other business.
Clause 47 provides for the responsible Ministers to determine the terms
of appointment of a member of a charter administration committee.
Clause 48 sets out how resignation and removal from office of a
member of a charter administration committee may occur.
Clause 49 enables responsible Ministers to give written directions to a
candidate GOC in relation to the candidate GOC and its subsidiaries to
enable the GOCs' corporatisation charter to be implemented. Under
subclause (2) the responsible Ministers may give directions to a candidate
GOC if a charter administration committee has been appointed such
directions to be in the terms set out in the subclause.
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Government Owned Corporations Bill 1993
PART 5--CORPORATISATION FACILITATIVE
MECHANISMS
Clause 50 sets out the purpose of the Part as being to provide
mechanisms designed to facilitate the corporatisation process.
Clause 51 enables a regulation to provide for matters specified in
subclause (1) in relation to a government entity that is not a body corporate
that is to become a GOC. Under subclause (2) a regulation may be made
with respect to any matter to facilitate the change to a body corporate that is
to become a GOC.
Clause 52 enables a regulation to provide that, where there is a
government entity that is a corporation sole or corporation aggregate (other
than under the Corporations Law) that is to become a GOC, the person or
persons constituting the office go out of office.
Clause 53 enables regulations to be made to facilitate the change of a
government entity that is part of a body corporate to a body corporate in its
own right that is to become a GOC.
Clause 54 sets out enabling provisions for regulations to provide for the
transfer of assets and liabilities and other matters where a government entity
is to become a GOC.
Clause 55 allows the responsible Ministers of a government entity that is
to be a company GOC to adopt a memorandum and articles or to amend
previous memorandum and articles. The clause also sets out the
relationship between the memorandum and articles and the Act and the
Corporations Law.
Clause 56 sets out the role of an existing board of directors or an
equivalent body of a candidate GOC including carrying out the directions of
the responsible Ministers regarding implementation of the candidate GOC's
corporatisation charter.
Clause 57 sets out that where a government entity that is to become a
GOC does not have a board of directors or an equivalent body, a regulation
may provide for an interim board of directors. The clause goes on to set out
the role of the interim board.
Clause 58 enables a regulation to provide that a candidate GOC is to have
a share capital of a specified amount.
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Government Owned Corporations Bill 1993
Clause 59 enables a regulation to be made to vary the share capital of a
candidate GOC.
Clause 60 authorises a government entity that is to become a company
GOC to transfer its incorporation to the Corporations Law and become
registered under that Law.
Clause 61 allows existing legal relationships to continue despite anything
done under the Part.
Clause 62. Subclause (1) enables a regulation to be made with respect to
any matter to facilitate the transition of a government entity to a GOC.
Subclause (2) enables a regulation to be made to apply a provision of the
Chapter or Chapter 1 as set out in the subclause.
PART 6--CANDIDATE GOCS BECOMING GOCS
Clause 63. Where the Governor in Council is satisfied that the candidate
GOC is ready to become a GOC and has complied as specified with the
Act, the Governor in Council may by regulation declare that the candidate
GOC is a GOC.
Clause 64. The declaration as a GOC does not affect the legal
personality or the functions and powers of the entity.
CHAPTER 3--GOVERNMENT OWNED
CORPORATIONS (GOCs)
PART 1--BASIC REQUIREMENTS
Division 1--Statutory GOCs
Clause 65 provides that a statutory GOC must be established as a body
corporate by an Act but not registered under the Corporations Law and
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Government Owned Corporations Bill 1993
must have a board of directors and issued shares.
Division 2--Company GOCs
Clause 66 provides that a company GOC must be a public company
within the meaning of the Corporations Law.
PART 2--APPLICATION OF CORPORATIONS LAW
Division 1--Statutory GOCs
Clause 67 enables a regulation to prescribe the provisions of the
Corporations Law to apply to a statutory GOC and states how those
provisions are to apply.
Clause 68 provides that a statutory GOC is an exempt public authority
for the purposes of the Corporations Law.
Division 2--Company GOCs
Clause 69 provides that the Corporations Law applies to a company
GOC except as otherwise provided by the Act.
Clause 70 establishes that a company GOC is not an exempt public
authority for the purposes of the Corporations Law.
PART 3--SHARES AND SHAREHOLDING
MINISTERS
Division 1--Statutory GOCs
Clause 71. A statutory GOC must have only two shareholders.
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Government Owned Corporations Bill 1993
Clause 72. Each shareholder in a statutory GOC must have an equal
number of shares in the GOC and be entitled to rights equal to the other
shareholder.
Clause 73. The GOC Minister and portfolio Minister are taken to be the
shareholders of the statutory GOC.
Clause 74. The GOC Minister and portfolio Minister of a statutory
GOC are its shareholding Ministers.
Clause 75. A regulation may vary the share capital of a statutory GOC.
Division 2--Company GOCs
Clause 76. A company GOC must have only five shareholders.
Clause 77. Two of the shareholders must be voting shareholders and
three must be non-voting shareholders.
Clause 78. Voting shareholders must have an equal number of shares
and votes.
Clause 79. The voting shareholders of a company GOC are the GOC
Minister and portfolio Minister. The non-voting shareholders must be
Ministers.
Clause 80. The GOC and portfolio Ministers of a company GOC are its
shareholding Ministers and non-voting shareholders are not shareholding
Ministers of the company GOC.
Clause 81 allows resolutions to be passed by the shareholding Ministers
of a company GOC without holding meetings.
Division 3--GOCs generally
Clause 82. The State owns the shares in a GOC and the shareholders of
the GOC hold their shares on behalf of the State.
Clause 83 provides that shares in a GOC may only be transferred to a
Minister and provides for the execution of transfers by the Premier.
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Government Owned Corporations Bill 1993
Clause 84. Acts authorised or required by the Act to be done by a
GOC's shareholding Ministers must be done by the shareholding Ministers
jointly.
Clause 85. In the first subclause shareholding Ministers and non-voting
shareholders of a GOC are not to be treated as directors. The clause further
provides for an exemption from civil liability of a Minister but if that
exemption is not available then the civil liability attaches to the State instead
of the Minister.
PART 4--MEMORANDUM AND ARTICLES
Division 1--Statutory GOCs
Clause 86. Shareholding Ministers may require amendment of the
memorandum and articles of a subsidiary of a GOC.
Clause 87 sets out the relationship between the memorandum and
articles of a subsidiary of a GOC and the Act and the Corporations Law.
Division 2--Company GOCs
Clause 88. Memorandum and articles of a company GOC may be
amended by shareholding Ministers.
Clause 89. Shareholding Ministers may require amendment of the
memorandum and articles of a subsidiary of a company GOC.
Clause 90 sets out the relationship between the memorandum and
articles of a company GOC and the Act and the Corporations Law.
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Government Owned Corporations Bill 1993
PART 5--BOARD OF DIRECTORS
Division 1--Statutory GOCs
Clause 91 requires each statutory GOC to have a board of directors.
Clause 92 sets out the role of the board of directors of a statutory GOC
as including the matters specified in the clause.
Clause 93 sets out the power of the board of a statutory GOC by
resolution to delegate its powers to the persons specified in the clause.
Clause 94 refers to additional provisions relating to the board of a
statutory GOC as being set out in Schedule 1.
Division 2--Company GOCs
Clause 95 sets out the role of the board of a company GOC as including
the matters specified in the clause.
Clause 96 states that the board of a company GOC is to consist of the
number of directors that are appointed by the Governor in Council and
stipulates matters which the Governor in Council must have regard to in
making an appointment of a person as a director.
PART 6--CHIEF EXECUTIVE OFFICER
Division 1--Statutory GOCs
Clause 97. Each statutory GOC is to have a chief executive officer.
Clause 98. The chief executive officer is, under the board, to manage the
GOC.
Clause 99. Anything done in the name of or for a statutory GOC by its
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Government Owned Corporations Bill 1993
chief executive officer is taken to have been done by the GOC.
Clause 100 sets out the power of the chief executive officer to delegate
his powers.
Clause 101 refers to additional provisions relating to the chief executive
officer of a statutory GOC as being set out in Schedule 2.
Division 2--Company GOCs
Clause 102 provides that the chief executive officer of a company GOC
is to be appointed by the Governor in Council on the recommendation of
the GOC's board.
PART 7--CORPORATE PLAN
Division 1--General
Clause 103. Each GOC must have a corporate plan.
Clause 104. The corporate plan applies to subsidiaries.
Clause 105. The GOC Minister may issue guidelines about the form
and content of corporate plans which must be complied with by every
GOC.
Division 2--Preparation, agreement on and modification of corporate
plan
Clause 106. The board of a GOC must prepare and submit to
shareholding Ministers for their agreement a draft corporate plan within the
time limits set out in the clause.
Clause 107 sets out the procedures and time limits for the Ministers to
request or direct the contents of and other matters in relation to the draft
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Government Owned Corporations Bill 1993
corporate plan.
Clause 108. A draft corporate plan becomes the GOC's corporate plan
when it is agreed to by shareholding Ministers.
Clause 109 provides for a draft corporate plan to be taken to be the
GOC's corporate plan for a limited time.
Clause 110 provides for the modification of the corporate plan with the
agreement of shareholding Ministers or by their direction to the board.
PART 8--STATEMENT OF CORPORATE INTENT
Division 1--Preliminary
Clause 111. Each GOC must have a statement of corporate intent for
each financial year.
Clause 112. The statement of corporate intent of a GOC applies to its
subsidiaries.
Clause 113. The statement of corporate intent must be consistent with
the corporate plan of a GOC.
Division 2--Matters to be included in statement of corporate intent
Clause 114 provides that a GOC's statement of corporate intent must
specify the financial and non-financial performance targets for its activities
for the relevant financial year and goes on to refer to the matters required to
be included in the statement of corporate intent by following clauses.
Clause 115 sets out the additional matters which must be included in the
statement of corporate intent and provides that the matters listed do not limit
the matters which may be included in the statement of corporate intent. The
clause also provides that the shareholding Ministers may exempt the GOC
from including in the statement of corporate intent any of the specified
matters or any aspect of one of those matters.
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Government Owned Corporations Bill 1993
Division 3--Preparation, agreement on and modification of statement of
corporate intent
Clause 116 requires the board to prepare and submit to shareholding
Ministers for their agreement a draft statement of corporate intent within the
times specified in the clause. The board and the shareholding Ministers
must endeavour to reach agreement on the draft statement of corporate
intent as soon as possible.
Clause 117 sets out the procedures for shareholding Ministers to request
or direct modifications to the statement of corporate intent and other matters
within the times referred to in the clause.
Clause 118. A draft statement of corporate intent becomes the GOC's
statement of corporate intent when it has been agreed to by shareholding
Ministers.
Clause 119 provides for a draft statement of corporate intent to be taken
to be a GOC's statement of corporate intent for a limited time.
Clause 120 provides for the modification of a statement of corporate
intent by agreement with shareholding Ministers or by their direction.
PART 9--COMMUNITY SERVICE OBLIGATIONS
Clause 121 sets out the meaning of "community service obligations" as
being obligations to perform activities that the GOC's board establishes to
the satisfaction of the shareholding Ministers are not in the commercial
interests of the GOC to perform and arise because of a direction,
notification or duty to which the clause applies but do not arise because of
the application of Principles 3 and 4 of the key principles of corporatisation
(and their elements).
Clause 122. The community service obligations of a GOC are to be
specified in its statement of corporate intent as are the costings of, funding
for or other arrangements to make adjustments relating to the community
service obligations.
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Government Owned Corporations Bill 1993
PART 10--GENERAL RESERVE POWERS OF
SHAREHOLDING MINISTERS
Clause 123 provides a reserve power for shareholding Ministers to
notify a GOC's board in writing of a public sector policy that is to apply to
the GOC if the shareholding Ministers are satisfied that it is necessary to
give the notification in the public interest.
Clause 124 provides for shareholding Ministers to give a GOC's board a
written direction if the shareholding Ministers are satisfied that, because of
exceptional circumstances, it is necessary to give the direction in the public
interest.
Clause 125 requires the board of a GOC to give a written notice to
shareholding Ministers and the Auditor-General if, as a result of a direction
or notification given by shareholding Ministers to the board, the board
suspects that the GOC may become insolvent and has formed the opinion
that a substantial cause of the insolvency would be compliance with the
direction or notification. When a notice is given under this clause, the
shareholding Ministers must, if they are satisfied as required, take action as
set out in the clause.
Clause 126 establishes that the only direction that a GOC is subject to by
the Government is as provided by the Act or another Act.
PART 11--REPORTS AND OTHER
ACCOUNTABILITY MATTERS
Division 1--Statutory GOCs
Clause 127. This clause deals with the form and extent of the application
of the Financial Administration and Audit Act 1977 to statutory GOCs.
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Government Owned Corporations Bill 1993
Division 2--Company GOCs
Clause 128. This clause sets out the extent to which the Financial
Administration and Audit Act 1977 may be applied by regulation to
company GOCs and the form in which that Act is to apply. The clause also
provides the manner of application of the Financial Administration and
Audit Act.
Clause 129 declares the application of the Public Accounts Committee
Act 1988 to the annual reports and financial statements of a company GOC.
Division 3--GOCs generally
Clause 130 sets out the requirements for quarterly reports to be given by
GOCs to shareholding Ministers.
Clause 131 sets out the contents of annual reports of GOCs.
Clause 132 enables shareholding Ministers to delete commercially
sensitive matters from the copy of the annual report (and accompanying
documents) that are laid before the Legislative Assembly or otherwise made
public. A summary may be included of a matter required to be included in
an annual report provided it indicates that it is a summary, and subject to the
deletion by shareholding Ministers of commercially sensitive material, the
full statement is laid before the Legislative Assembly.
Clause 133 sets out the information, reports and other matters required to
be provided by the board of a GOC to shareholding Ministers.
PART 12--DUTIES AND LIABILITIES OF
DIRECTORS AND OTHER OFFICERS
Division 1--Statutory GOCs
Clause 134 sets out the requirements for disclosure of directors'
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Government Owned Corporations Bill 1993
interests.
Clause 135. This clause sets out the requirements where a director of a
statutory GOC has a material personal interest in a matter that is being
considered by the board of the GOC.
Clause 136. This clause sets out for defined officers of a statutory GOC
the duties of honesty, care and diligence, improper use of information and
improper use of position in relation to the statutory GOC. The section
includes offence and recovery provisions. For the purposes of subsection
(3), specified matters which are to be had regard to in determining the
degree of care and diligence are set out in subsection (9).
Clause 137 sets out a prohibition on loans to directors and others and a
prohibition on guarantees or security in connection with loans made to
directors and others.
Clause 138 prohibits indemnities and exemptions from liability incurred
as a defined officer of a statutory GOC. An exception from the prohibition
applies so that a statutory GOC is not prevented from indemnifying a
person against a civil liability (other than a liability to the GOC) unless the
liability arises out of conduct involving lack of good faith.
Clause 139. A statutory GOC must not pay a premium for insuring a
defined officer against a liability arising out of a wilful breach of duty in
relation to the GOC or in breach of the improper use of information or
improper use of position provisions of clause 136.
Clause 140. A person who is a director of a statutory GOC or takes part
in its management during insolvent trading commits an offence against the
clause. Defences are set out in the clause.
Clause 141 provides that a person who is found guilty of an offence
against clause 140 is personally responsible for payment to the GOC of the
amount required to satisfy so much of the debts of the GOC as the
Supreme or a District Court considers proper.
Clause 142 provides for examination by the Supreme or a District Court
of persons who have been or may have been guilty of fraud, negligence,
default, breach of trust or breach of duty or other misconduct in relation to a
GOC or of persons who may be capable of giving information in relation to
the management, administration or affairs of the statutory GOC.
Clause 143 provides for the Supreme or a District Court to grant relief to
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Government Owned Corporations Bill 1993
a director, the chief executive officer or an employee of a statutory GOC
from liability for specified matters if the person ought fairly to be excused.
Clause 144. A defined officer of a statutory GOC must not provide false
or misleading information or documents and if he does so commits an
offence under the provision.
Division 2--Company GOCs
Clause 145 sets out those matters to which regard must be had when
determining for the purposes of the Corporations Law, the degree of care
and diligence for officers of company GOCs.
Clause 146 sets out those matters to which regard must be had when
determining, for the purposes of the Corporations Law, the degree of care
and diligence for officers of subsidiaries of GOCs.
Division 3--GOCs generally
Clause 147 requires the board of a GOC to give written notice to
shareholding Ministers and the Auditor-General if the board suspects that
the GOC may become insolvent and has formed the opinion that a
substantial cause of the insolvency would not be compliance with a
direction or notification from shareholding Ministers. When a notice is
given under this clause, the shareholding Ministers must, if they are
satisfied as required, take action as set out in the clause.
PART 13--LEGAL CAPACITY AND POWERS
Division 1--Statutory GOCs
Clause 148 is an inclusive provision relating to the objects of the
division.
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Government Owned Corporations Bill 1993
Clause 149 sets out the general powers of statutory GOCs.
Clause 150 sets out the restrictions on powers of statutory GOCs.
Clause 151 sets out the assumptions that a person having dealings with a
statutory GOC or a person having dealings with a person who has acquired
or purports to have acquired title to property from a statutory GOC is
entitled to make.
Division 2--Company GOCs
Clause 152 sets out the general powers of a company GOC which it has
in addition to the powers conferred on it by the Corporations Law.
Clause 153 provides that, for the removal of doubt, the Act does not
revive the doctrine of ultra vires in relation to company GOCs.
PART 14--FINANCE
Division 1--Taxation
Clause 154 provides that a GOC is not exempt from State tax merely
because it is a GOC but allows a regulation to be made which may exempt
a GOC from liability to pay a State tax in whole or part.
Clause 155. A GOC must pay to the GOC Minister for payment into
the Consolidated Fund tax equivalents being those amounts that are
determined by the GOC's tax assessor to be the value of benefits derived by
the GOC because it is not liable to pay Commonwealth tax that would be
payable if it were neither a GOC nor a government entity.
Division 2--Borrowings and Guarantees
Clause 156 provides that a GOC is a statutory body for the purposes of
the Statutory Bodies Financial Arrangements Act 1982.
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Government Owned Corporations Bill 1993
Clause 157. A GOC may borrow in accordance with the specified
policies as outlined in its statement of corporate intent.
Clause 158 limits the circumstances in which the State is liable for the
debts and other liabilities of a GOC.
Division 3--Dividends
Clause 159 sets out the procedure and requirements for determining the
dividend to be paid by a GOC for a financial year.
Clause 160 sets out the procedure and requirements for payment of an
interim dividend.
PART 15--ACQUISITION AND DISPOSAL OF
ASSETS AND SUBSIDIARIES
Clause 161 contains a reserve power of shareholding Ministers to direct
that asset not be disposed of.
Clause 162 provides that a GOC may only dispose of any of its main
undertakings with the prior written approval of the shareholding Ministers.
Clause 163 provides that a GOC may only form a subsidiary or acquire
shares or participate in any other transaction resulting in the acquisition or
disposal of a subsidiary with the prior consent of the shareholding
Ministers.
PART 16--EMPLOYEES
Division 1--Application of Part to GOC Subsidiaries
Clause 164. Part 16 applies to a subsidiary of a GOC and its employees
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Government Owned Corporations Bill 1993
in the same way as it applies to the GOC and its employees.
Division 2--Statutory GOCs
Clause 165 provides for a statutory GOC to engage employees.
Clause 166 provides that the terms of employment of the employees of a
statutory GOC are to be as determined by the GOC.
Division 3--Company GOCs
Clause 167 provides that the Public Sector Management Commission
Act 1990 does not apply to a company GOC or its employees.
Division 4--GOCs generally
Clause 168 provides for senior executives of a GOC to be appointed by
the Governor in Council on the recommendation of the board.
Clause 169 enables a GOC to make arrangements for the services of
officers to be made available to the GOC and for the services of an
employee of the GOC to be made available to government.
Clause 170 applies the Equal Opportunity in Public Employment Act
1992 to GOCs.
Clause 171 requires the board of a GOC to prepare an employment and
industrial relations plan specifying arrangements for all major employment
and industrial relations issues for the GOC and including the matters
specified in the clause. The plan must be included in the GOC's statement
of corporate intent. The clause enables shareholding Ministers to direct the
board in relation to the preparation or review of the plan and sets out
consultation which must occur in the plan's preparation or review.
Clause 172 provides for a GOC, with the prior approval of the Governor
in Council, to establish and maintain a superannuation scheme for its
employees.
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Government Owned Corporations Bill 1993
Clause 173 contains provisions relating to superannuation for officers
and employees who were previously officers of the public service and
contributors or members of specified State schemes.
Clause 174 preserves leave entitlements of certain former officers and
employees of government entities.
Clause 175 provides a right of return to the public service upon election
by officers of the public service employed by a GOC within one year after it
becomes a GOC.
PART 17--OTHER MATTERS
Division 1--GOCs generally
Clause 176 excludes the application of the Electoral and Administrative
Review Act 1989 to GOCs.
Clause 177 excludes the application of the Parliamentary Commissioner
Act 1974 to GOCs.
Clause 178 provides for the application by regulation of any provision of
the Chapter to a subsidiary of a GOC.
Division 2--Statutory GOCs
Clause 179 contains provisions relating to a statutory GOC's seal.
Clause 180 provides for authentication of documents made by a statutory
GOC (otherwise than required to be under seal) by signature of specified or
authorised persons.
Clause 181 provides for judicial notice of certain signatures and the
holding of office.
Clause 182. A statutory GOC is a unit of public administration under
the Criminal Justice Act 1989.
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Government Owned Corporations Bill 1993
Division 3--Company GOCs
Clause 183 excludes the application of the Criminal Justice Act 1989 to a
company GOC.
CHAPTER 4--MISCELLANEOUS
Clause 184 contains provisions to enable monitoring and assessment of
GOCs to be carried out and in particular empowers the shareholding
Ministers of a GOC to request the chief executive of the department to
investigate and report to them on any matter relating to the GOC and for
that purpose empowers the chief executive to give written directions.
Similar provisions for investigation and report are included for candidate
GOCs on the request of responsible Ministers.
Clause 185 provides that a document to be given to a board of a GOC or
candidate GOC may be given to its chairperson.
Clause 186 sets out the proceedings for offences.
Clause 187 enables the Governor in Council to make regulations for the
purposes of the Act.
SCHEDULE 1
ADDITIONAL PROVISIONS RELATING TO BOARD
OF STATUTORY GOC
PART 1--COMPOSITION OF BOARD OF
STATUTORY GOC
Clause 1 provides that the board of a statutory GOC is to consist of the
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Government Owned Corporations Bill 1993
number of directors appointed by the Governor in Council.
Clause 2 sets out provisions relating to the appointment of the
chairperson and deputy chairperson of a statutory GOC and includes
provision for the deputy chairperson to act as chairperson.
PART 2--MEETINGS AND OTHER BUSINESS OF
BOARD OF STATUTORY GOC
Clause 3 contains a definition of "required minimum number" of
directors.
Clause 4 allows the board of a statutory GOC to conduct its business in
the way it considers appropriate.
Clause 5 relates to the times and places of meetings of the board of a
statutory GOC.
Clause 6 relates to the person who is to preside at meetings of a statutory
GOC.
Clause 7 relates to quorum and voting at meetings of the board of a
statutory GOC.
Clause 8 allows participation in meetings of the board otherwise than by
physical presence of a director.
Clause 9 allows resolutions of the board to be passed without a meeting.
Clause 10 requires the board to keep minutes of its proceedings.
PART 3--PROVISIONS RELATING TO DIRECTORS
Clause 11 contains provisions relating to the appointment of directors of
a statutory GOC.
Clause 12 makes provision for the terms of appointment of a director of
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Government Owned Corporations Bill 1993
a statutory GOC which are not provided for by the Act.
Clause 13 enables appointment of an acting director of a GOC.
Clause 14 relates to resignation by a director or the chairperson and
deputy chairperson of a board.
Clause 15 relates to the termination of appointment of a director.
SCHEDULE 2
ADDITIONAL PROVISIONS RELATING TO CHIEF
EXECUTIVE OFFICER OF STATUTORY GOC
Clause 1 provides for the appointment of a chief executive officer by the
Governor in Council on the recommendation of the board of the GOC.
Clause 2 enables appointment of an acting chief executive officer.
Clause 3 makes provision for terms of appointment not provided for by
the Act for the chief executive officer.
Clause 4 relates to the resignation of the chief executive officer.
Clause 5 relates to the termination of appointment of the chief executive
officer.
© The State of Queensland 1993