Western Australian Consolidated Acts Western Australian Consolidated Acts (1) The Board is to
take the necessary steps to form a company limited by guarantee and cause it
to be registered under the Corporations Act.
(2) The company is to
be formed and registered with —
(a) one
member, being the Treasurer as the special member; and
(b) not
less than 3 directors nominated by the Treasurer; and
(c) a
constitution that has been approved by the Treasurer.
(3) The Treasurer must
not approve a constitution unless satisfied that it contains provisions to the
effect that —
(a) the
company, when formed, will have a special class of membership of the company
to which class only the person who is for the time being the Treasurer can
belong; and
(b) if
the special member resigns, the special class of membership referred to in
paragraph (a) will terminate; and
(c)
while there is a special member, the special member will have a power to veto
the exercise by the company or the directors of its or their
power —
(i)
to alter the constitution of the company; or
(ii)
to appoint a person as a director of the company; or
(iii)
to remove all of the directors of the company within any
12 month period; or
(iv)
to form, acquire or dispose of a subsidiary after the
transfer time; or
(v)
as a holding company of TrustCo, to vote in favour of a
resolution to alter the constitution of TrustCo; or
(vi)
to raise capital or borrow money; or
(vii)
to alter or terminate an agreement entered into in
accordance with section 47(3); or
(viii)
to appoint, under the trust deed for GESB Superannuation,
a new trustee of that fund;
and
(d)
every person who becomes a member of GESB Superannuation will be eligible to
become a member of the company unless ineligible because of a provision of the
kind described in subsection (6); and
(e) the
company must not dispose of any of its shares in TrustCo unless the disposal
is approved by special resolution; and
(f) a
person is not eligible to be a director of the company unless the person meets
criteria for fitness and propriety that are, in the Treasurer’s opinion,
no less stringent than the criteria set out in the prudential standards made
for the purposes of the Banking Act 1959 (Commonwealth)
section 23(2)(b) for fitness and propriety of directors of authorised
deposit taking institutions; and
(g) the
chairman of directors must be an independent director; and
(h) more
than half of the directors of the company must be independent directors.
(4) In
subsection (3)(g) and (h) —
independent director means a director who is
not —
(a) an
employee of the company or any subsidiary of the company; or
(b) a
director of the Board; or
(c) a
director of a subsidiary of the company; or
(d) an
employee as defined in the Public Sector Management Act 1994
section 3(1).
(5) A constitution
does not fail to satisfy the requirements of subsection (3)(a) only
because it allows for a person who was the Treasurer to remain as the special
member until the person who succeeded him or her as Treasurer becomes the
special member.
(6) The constitution
of the company may provide that the eligibility for company membership of a
person who becomes a member of GESB Superannuation, other than a person who
becomes a member by operation of this Part, will or may be subject
to —
(a) the
person having been a member of GESB Superannuation for a minimum period; or
(b) the
value of the person’s entitlements under GESB Superannuation being not
less than a minimum amount,
being a period or
amount set out in the constitution or to be determined by the directors of the
company in accordance with the constitution.
[Section 43 inserted by No. 25 of 2007
s. 16.]