STATE OWNED ENTERPRISES ACT 1992 - SCHEDULE 1
STATE OWNED ENTERPRISES ACT 1992 - SCHEDULE 1
Schedule 1—Provisions to be included in memorandum and articles of association of state owned companies
Part A—Memorandum of association
1 Entrenchment
The memorandum and articles of association must not be altered or added to in a manner inconsistent with the provisions of the State Owned Enterprises Act 1992 for so long as it applies to the company.
2 State Owned Enterprises Act 1992 to prevail
The State Owned Enterprises Act 1992 prevails over any inconsistent provisions of this memorandum or the articles of association.
Part B—Articles of association
1 Interpretation
Words and phrases used in these articles have the same meanings as in the State Owned Enterprises Act 1992 and, unless inconsistent with that Act, the Corporations Act.
2 Powers and duties of directors
Subject to the Corporations Act and to any other provision of these articles, the business of the company must be managed by the directors, who may pay all expenses incurred in promoting and forming the company, and may exercise all such powers of the company as are not, by the Corporations Act or by these articles, required to be exercised by the shareholders.
3 Shareholder approval for non-pro rata share issue
The company must not offer shares for subscription, invite persons to subscribe for shares, or allot or issue shares in the company on a basis other than to existing shareholders pro rata to their existing shareholding, unless approved by a special resolution.
4 Shareholder approval for sale or disposal of main undertakings
The company must not sell or dispose of the main undertaking as specified by the shareholders of the company or of any of its subsidiaries unless approved by a special resolution.
5 Shareholder approval for matters relating to ownership of subsidiaries
The company must not form or acquire or participate in the formation or acquisition of a subsidiary or dispose of shares in a subsidiary or enter any transaction which may result in a subsidiary ceasing to be a subsidiary, unless approved by special resolution.
6 Shareholder approval for amendment of memorandum or articles of a subsidiary
The company must not approve or effect an amendment to the memorandum or articles of a subsidiary unless such amendment is approved by a special resolution of the company.
7 Dividends
Subject to the Corporations Act, the amount of each dividend (if any) to be paid by the Company to its shareholders is the amount determined by resolution of the shareholders, after consultation with its board.
8 Limit on borrowing powers
(1) Except to the extent that it does so with the approval of the Treasurer, the company must not exercise its powers to borrow or raise money, to issue debentures, to obtain financial accommodation or to incur a financial obligation.
(2) Financial accommodation in subclause (1) has the same meaning as in the Borrowing and Investment Powers Act 1987 .
9 Limit on encumbrance of assets
Except to the extent that it does so with the approval of the Treasurer, the company must not create a charge over, or otherwise encumber, its assets or undertakings.
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