Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994

Queensland Government Owned Corporations Act 1993 GOVERNMENT OWNED CORPORATIONS (STATUTORY GOC SUBSIDIARIES) REGULATION 1994 Reprinted as in force on 25 January 1995 (SL not amended up to this date) Reprint No. 1 This reprint is prepared by the Office of the Queensland Parliamentary Counsel Warning—This reprint is not an authorised copy

Information about this reprint This regulation is reprinted as at 25 January 1995. Minor editorial changes allowed under the provisions of the Reprints Act 1992 have been made to insert references to schedule, appendix or body of law (s 33B). See Endnotes for information about— • when provisions commenced • provisions that have not commenced and are not incorporated in the reprint.

Queensland GOVERNMENT OWNED CORPORATIONS (STATUTORY GOC SUBSIDIARIES) REGULATION 1994 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4 Application of Ch 3 of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5 Limited application of regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . 9 APPLICATION OF CHAPTER 3 OF ACT TO STATUTORY GOC SUBSIDIARIES CHAPTER 3—GOC SUBSIDIARIES PART 1—BASIC REQUIREMENTS Division 1—Statutory GOC subsidiaries 65 Subsidiary must be body corporate etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Division 2—Company GOCs (omitted) PART 2—APPLICATION OF CORPORATIONS LAW Division 1—Statutory GOC subsidiaries 67 Application of Corporations Law to subsidiaries . . . . . . . . . . . . . . . . . . . . . . 10 68 Subsidiary exempt public authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Division 2—Company GOCs (omitted) PART 3—SHARES AND SHAREHOLDING GOC Division 1—Statutory GOC subsidiaries 71 Number of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 72 Shareholders must have equal number of shares and equal rights . . . . . . . . 11

2 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 73 GOC as shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 74 Meaning of “shareholding GOC” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 75 Variation of share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Division 2—Company GOCs (omitted) Division 3—Subsidiaries generally 82 Shareholders hold shares for State etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 83 Transfer, issue etc. of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 84 Shareholding Ministers must act jointly . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 85 Shareholding GOC not director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 PART 4—MEMORANDUM AND ARTICLES (omitted) PART 5—BOARD OF DIRECTORS Division 1—Statutory GOC subsidiaries 91 Subsidiary to have board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 92 Role of board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 93 Delegation by board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 94 Additional provisions relating to board—Appendix 1 . . . . . . . . . . . . . . . . . . 13 94A First board of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Division 2—Company GOCs (omitted) PART 6—CHIEF EXECUTIVE OFFICER Division 1—Statutory GOC subsidiaries 97 Subsidiary to have chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . 14 98 Duties of chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 99 Things done by chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 100 Delegation by chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 101 Additional provisions relating to chief executive officer—Appendix 2 . . . 15 Division 2—Company GOCs (omitted) PART 7—CORPORATE PLAN (omitted) PART 8—STATEMENT OF CORPORATE INTENT (omitted) PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted)

3 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 PART 10—GENERAL RESERVE POWERS OF SHAREHOLDING MINISTERS 123 Exercise of reserve power of shareholding Ministers to notify GOC’s board of public sector policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 124 Exercise of reserve power of shareholding Ministers to give directions in public interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 125 Direction given following notice of suspected insolvency . . . . . . . . . . . . . . 16 126 Subsidiary and board not otherwise subject to government direction . . . . . 17 PART 11—REPORTS AND OTHER ACCOUNTABILITY MATTERS Division 1—Statutory GOC subsidiaries 127 Application of Financial Administration and Audit Act . . . . . . . . . . . . . . . . 18 Division 2—Company GOCs (omitted) Division 3—Subsidiaries generally 130 Quarterly reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 131 Matters to be included in annual report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 132 Deletion of commercially sensitive matters from annual report etc. . . . . . . 18 133 Board to keep shareholding GOC informed . . . . . . . . . . . . . . . . . . . . . . . . . . 19 PART 12—DUTIES AND LIABILITIES OF DIRECTORS AND OTHER OFFICERS Division 1—Statutory GOC subsidiaries 134 Disclosure of interests by directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 135 Voting by interested director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 136 Duty and liability of certain officers of subsidiary . . . . . . . . . . . . . . . . . . . . 21 137 Prohibition on loans to directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 138 Subsidiary not to indemnify officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 139 Subsidiary not to pay premiums for certain liabilities of officers . . . . . . . . 25 140 Director’s duty to prevent insolvent trading . . . . . . . . . . . . . . . . . . . . . . . . . . 26 141 Court may order compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 142 Examination of persons concerned with subsidiaries . . . . . . . . . . . . . . . . . . 27 143 Power to grant relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 144 False or misleading information or documents . . . . . . . . . . . . . . . . . . . . . . . 31 Division 2—Company GOCs (omitted)

4 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 Division 3—Subsidiaries generally 146 Application of Corporations Law to officer of GOC subsidiaries . . . . . . . . . 33 147 Notice of suspected insolvency otherwise than because of direction or notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 PART 13—LEGAL CAPACITY AND POWERS Division 1—Statutory GOC subsidiaries 148 Objects of Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 149 General powers of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 150 Restrictions on powers of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 151 Persons having dealings with subsidiaries etc. . . . . . . . . . . . . . . . . . . . . . . . 37 Division 2—Company GOCs (omitted) Division 3—GOC may direct subsidiaries (omitted) PART 14—FINANCE Division 1—Taxation (omitted) Division 2—Borrowings and guarantees 156 Application of the Statutory Bodies Financial Arrangements Act . . . . . . . 39 157 Procedures for borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 158 Guarantees by State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Division 3—Dividends (omitted) PART 15—ACQUISITION AND DISPOSAL OF ASSETS AND SUBSIDIARIES 161 Reserve power of shareholding Ministers to direct that asset not be disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 162 Disposal of main undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 163 Acquiring and disposing of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 PART 16—EMPLOYEES (omitted) PART 17—OTHER MATTERS Division 1—Subsidiaries generally 176 Application of Electoral and Administrative Review Act . . . . . . . . . . . . . . 41 177 Application of Chapter to GOC subsidiaries by regulation . . . . . . . . . . . . . 41 Division 2—Statutory GOC subsidiaries 178 Subsidiary’s seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 179 Authentication of documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

5 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 180 Judicial notice of certain signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 181 Application of Criminal Justice Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 182 Application of Parliamentary Commissioner Act 1974 . . . . . . . . . . . . . . . . 43 Division 3—Company GOCs (omitted) APPENDIX 1 ADDITIONAL PROVISIONS RELATING TO BOARD OF STATUTORY GOC SUBSIDIARY PART 1—COMPOSITION OF BOARD 1 Composition of board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 2 Chairperson and deputy chairperson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 PART 2—MEETINGS AND OTHER BUSINESS OF BOARD 3 Meaning of “required minimum number” of directors . . . . . . . . . . . . . . . . . 45 4 Conduct of meetings and other business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 5 Times and places of meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 6 Presiding at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 7 Quorum and voting at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 8 Participation in meetings by telephone etc. . . . . . . . . . . . . . . . . . . . . . . . . . 46 9 Resolutions without meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 10 Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 PART 3—PROVISIONS RELATING TO DIRECTORS 11 Appointment of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 12 Terms of appointment not provided for under Act . . . . . . . . . . . . . . . . . . . . . 47 13 Appointment of acting director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 14 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 15 Termination of appointment as director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 APPENDIX 2 ADDITIONAL PROVISIONS RELATING TO CHIEF EXECUTIVE OFFICER OF STATUTORY GOC SUBSIDIARY 1 Appointment of chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 2 Appointment of acting chief executive officer . . . . . . . . . . . . . . . . . . . . . . . 49 3 Terms of appointment not provided for under Act . . . . . . . . . . . . . . . . . . . . . 49 4 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

6 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 5 Termination of appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 ENDNOTES 1 Index to Endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . 51 3 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

s1 7 s3 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 GOVERNMENT OWNED CORPORATIONS (STATUTORY GOC SUBSIDIARIES) REGULATION 1994 [reprinted as in force on 25 January 1995] ˙ Short title 1. This regulation may be cited as the Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 . ˙ Purpose 2. This regulation provides for— (a) the application of provisions of Chapter 3 (Government Owned Corporations (GOCs)) of the Act to certain statutory GOC subsidiaries as if they were GOCs; and (b) the modification of the provisions for their application to the subsidiaries. ˙ Definitions 3. In this regulation— “QTSC” means Queensland Transmission and Supply Corporation. “QTSC entities” means the following entities— • Capricornia Electricity Corporation • Far North Queensland Electricity Corporation • Mackay Electricity Corporation • North Queensland Electricity Corporation • Queensland Electricity Transmission Corporation • South East Queensland Electricity Corporation

s4 8 s5 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 • South West Queensland Electricity Corporation • Wide Bay-Burnett Electricity Corporation. ˙ Application of Ch 3 of Act 4.(1) Chapter 3, and Schedules 1 and 2, of the Act apply to a statutory GOC subsidiary with the modifications shown in the Schedule. (2) Subsection (1) does not prevent the appointment, under section 94A of the Act as applied by this regulation, of the first board of a statutory GOC subsidiary before it becomes a statutory GOC subsidiary. ˙ Limited application of regulation 5. An entity is a statutory GOC subsidiary for the purposes of section 4 only if— (a) it is a QTSC entity; and (b) it is a subsidiary of QTSC; and (c) QTSC is a statutory GOC.

9 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 S ¡ CHEDULE † APPLICATION OF CHAPTER 3 OF ACT TO STATUTORY GOC SUBSIDIARIES 1 section 4 of this regulation † CHAPTER 3— GOC SUBSIDIARIES † PART 1—BASIC REQUIREMENTS † Division 1—Statutory GOC subsidiaries ˙ Subsidiary must be body corporate etc. 65.(1) A subsidiary must be established as a body corporate under an Act and must not be registered under the Corporations Law. (2) A subsidiary must— (a) have a board of directors; and (b) have a share capital and issued shares. † Division 2—Company GOCs (omitted) 1 This Schedule shows how Chapter 3, and Schedules 1 and 2, of the Government Owned Corporations Act 1993 are applied. Modifications other than in Division headings appear in italics. Citations of Acts are also in italics. Modifications in Division headings are in roman type. Provisions that are not applied under this regulation are indicated by “ (omitted) ”.

10 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † PART 2—APPLICATION OF CORPORATIONS LAW † Division 1—Statutory GOC subsidiaries ˙ Application of Corporations Law to subsidiaries 67.(1) The provisions of the Corporations Law prescribed by regulation apply to a subsidiary as if— (a) the subsidiary were a public company and a company limited by shares; and (b) the shares in the subsidiary held by the shareholding GOC were shares held in the subsidiary as a public company and a company limited by shares. (2) The provisions of the Corporations Law (other than those prescribed by regulation) do not apply to a subsidiary . ˙ Subsidiary exempt public authority 68. A subsidiary is an exempt public authority for the purposes of the Corporations Law. † Division 2—Company GOCs (omitted) † PART 3—SHARES AND SHAREHOLDING GOC † Division 1—Statutory GOC subsidiaries ˙ Number of shareholders 71. A subsidiary must have only 1 shareholder .

11 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Shareholders must have equal number of shares and equal rights 72. (omitted) ˙ GOC as shareholder 73. A GOC is taken to be its subsidiary’s shareholder . ˙ Meaning of “shareholding GOC ” 74. The shareholder of a subsidiary is its “shareholding GOC ” . ˙ Variation of share capital 75.(1) A regulation may vary the share capital of a subsidiary . (2) Without limiting subsection (1), a regulation may provide for— (a) the issue of further shares in a subsidiary ; or (b) the cancellation of issued shares in a subsidiary ; or (c) the consolidation or division of issued shares in a subsidiary . † Division 2—Company GOCs ( omitted ) † Division 3— Subsidiaries generally ˙ Shareholders hold shares for State etc. 82. (omitted) ˙ Transfer, issue etc. of shares 83. (omitted)

12 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Shareholding Ministers must act jointly 84. (omitted) ˙ Shareholding GOC not director 85.(1) A subsidiary’s shareholding GOC is not to be treated as a director of the subsidiary . (2) (omitted) (3) (omitted) (4) (omitted) † PART 4—MEMORANDUM AND ARTICLES (omitted) 2 † PART 5—BOARD OF DIRECTORS † Division 1—Statutory GOC subsidiaries ˙ Subsidiary to have board of directors 91. Each subsidiary is to have a board of directors (the “board” ). ˙ Role of board 92. The role of a subsidiary’s board includes the following matters— (a) responsibility for the subsidiary’s commercial policy and management; 2 Part 4 is not applied under this regulation. The Part applies to subsidiaries under its own force.

13 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (b) ensuring that, as far as possible, the subsidiary achieves, and acts in accordance with, its shareholding GOC’s statement of corporate intent to the extent the statement is about the subsidiary and carries out the objectives outlined in its shareholding GOC’s statement of corporate intent to the extent the objectives are about the subsidiary ; (c) accounting to its shareholding GOC for its performance as required by this Act and other laws applying to the subsidiary ; (d) ensuring that the subsidiary otherwise performs its functions in a proper, effective and efficient way. ˙ Delegation by board 93. A subsidiary’s board may, by resolution, delegate its powers to— (a) a director; or (b) a committee of the board; or (c) the subsidiary’s chief executive officer; or (d) an employee of the subsidiary . ˙ Additional provisions relating to board— Appendix 1 94. Additional provisions relating to the board are set out in Appendix 1. ˙ First board of subsidiary 94A.(1) This section applies to a government entity that is to become a statutory GOC subsidiary if the government entity is a subsidiary of a candidate GOC or candidate GOC associate. (2) For the appointment of the first board of the subsidiary , the Governor in Council may act under Appendix 1, clauses 1 and 2 before the commencement of a regulation declaring the candidate GOC, or the candidate GOC associate, to be a GOC.

14 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (3) The appointment takes effect when the regulation commences. † Division 2—Company GOCs ( omitted ) † PART 6—CHIEF EXECUTIVE OFFICER † Division 1—Statutory GOC subsidiaries ˙ Subsidiary to have chief executive officer 97. Each subsidiary is to have a chief executive officer. ˙ Duties of chief executive officer 98. A subsidiary’s chief executive officer is, under its board, to manage the subsidiary . ˙ Things done by chief executive officer 99. Anything done in the name of, or for, a subsidiary by its chief executive officer is taken to have been done by the subsidiary . ˙ Delegation by chief executive officer 100.(1) The chief executive officer of a subsidiary may delegate the chief executive officer’s powers (including a power delegated to the chief executive) to an employee of the subsidiary . (2) Subsection (1) has effect subject to any directions of the subsidiary’s board.

15 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Additional provisions relating to chief executive officer— Appendix 2 101. Additional provisions relating to the chief executive officer are set out in Appendix 2. † Division 2—Company GOCs ( omitted ) † PART 7—CORPORATE PLAN (omitted) 3 † PART 8—STATEMENT OF CORPORATE INTENT (omitted) ˙ 4 † PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted) † PART 10—GENERAL RESERVE POWERS OF SHAREHOLDING MINISTERS ˙ Exercise of r eserve power of shareholding Ministers to notify GOC’s board of public sector policies 123.(1) This section applies if, under section 123 (as it applies to GOCs), the shareholding Ministers of a subsidiary’s shareholding GOC notify the GOC’s board, in writing, of a public sector policy that is to apply to the GOC and its subsidiaries. 3 This Part is not applied under this regulation. Under Part 7, Division 1 (General), section 104 (Corporate plan to apply to subsidiaries), a GOC corporate plan must apply to the GOC and its subsidiaries. 4 This Part is not applied under this regulation. Under Part 8, Division 1 (General), section 112 (Statement of corporate intent to apply to subsidiaries), a GOC’s statement of corporate intent must apply to the GOC and its subsidiaries.

16 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (1A) The GOC must notify the subsidiary of the policy at least to the extent that the policy concerns the subsidiary . (2) The subsidiary’s board must ensure that the policy is carried out in relation to the subsidiary to the extent that the policy concerns the subsidiary . (3) (omitted) (4) (omitted) ˙ Exercise of r eserve power of shareholding Ministers to give directions in public interest 124.(1) This section applies if, under section 124 (as it applies to GOCs), the shareholding Ministers of a subsidiary’s shareholding GOC give the GOC’s board a written direction in relation to the GOC and its subsidiaries. (1A) The GOC must notify the subsidiary of the direction at least to the extent that the direction concerns the subsidiary . (2) The subsidiary’s board must ensure that the direction is complied with in relation to the subsidiary to the extent that the direction concerns the subsidiary . (3) (omitted) (4) (omitted) ˙ Direction given following notice of suspected insolvency 125.(1) This section applies if— (a) the shareholding Ministers of a subsidiary’s shareholding GOC give the GOC’s board a notification under section 123 (as it applies to GOCs) or a direction under section 124 (as it applies to GOCs); and (b) the GOC gives written notice to the shareholding Ministers and the Auditor-General of—

17 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (i) its suspicion that the subsidiary will or may become insolvent; and (ii) the reasons for its opinion that the cause or a substantial cause of the suspected insolvency would be compliance with the notification or direction; and (c) the shareholding Ministers give the GOC’s board written directions under section 125(4) (as it applies to GOCs). (1A) The GOC must notify the subsidiary of the written directions mentioned in paragraph (c) . (2) (omitted) (3) (omitted) (4) (omitted) (5) (omitted) (6) The subsidiary’s board must ensure that a direction under this section is complied with in relation to the subsidiary . (7) (omitted) (8) (omitted) ˙ Subsidiary and board not otherwise subject to government direction 126. Except as otherwise provided by this or another Act, a subsidiary and its board are not subject to direction by or on behalf of the Government.

18 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † PART 11—REPORTS AND OTHER ACCOUNTABILITY MATTERS † Division 1—Statutory GOC subsidiaries ˙ Application of Financial Administration and Audit Act 127.(1) The Financial Administration and Audit Act 1977 ( “the Act” ) applies to a subsidiary with any modifications that are prescribed by regulation. (2) The Act applies to a subsidiary as if— (a) it were a statutory body within the meaning of the Act; and (b) a reference in the Act to the appropriate Minister were a reference to the shareholding Ministers of the subsidiary’s shareholding GOC . † Division 2—Company GOCs ( omitted ) † Division 3— Subsidiaries generally ˙ Quarterly reports 130. (omitted) ˙ Matters to be included in annual report 131. (omitted) ˙ Deletion of commercially sensitive matters from annual report etc. 132. (omitted)

19 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Board to keep shareholding GOC informed 133.(1) A subsidiary’s board must— (a) keep the subsidiary’s shareholding GOC reasonably informed of the operations, financial performance and financial position of the subsidiary , including the assets and liabilities, profits and losses and prospects of the subsidiary ; and (b) give to the shareholding GOC reports and information that it require s to enable it to make informed assessments of matters mentioned in paragraph (a); and (c) if matters arise that in the opinion of the subsidiary’s board may prevent, or significantly affect, achievement of the subsidiary’s objectives outlined in its shareholding GOC’s statement of corporate intent or targets under its shareholding GOC’s corporate plan—immediately inform the shareholding GOC of the matters and its opinion in relation to them. (2) Subsection (1) does not limit the matters of which the subsidiary’s board is required to keep the shareholding GOC informed, or limit the reports or information that the board is required, or may be required, to give to the shareholding GOC , by the Corporations Law or another Act. † PART 12—DUTIES AND LIABILITIES OF DIRECTORS AND OTHER OFFICERS † Division 1—Statutory GOC subsidiaries ˙ Disclosure of interests by directors 134.(1) If a director of a subsidiary has a direct or indirect interest in a matter being considered, or about to be considered, by the subsidiary’s board, the director must disclose the nature of the interest to a meeting of the

20 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) board as soon as practicable after the relevant facts come to the director’s knowledge. Maximum penalty—100 penalty units. (2) The disclosure must be recorded in the board’s minutes. ˙ Voting by interested director 135.(1) A director of a subsidiary who has a material personal interest in a matter that is being considered by the subsidiary’s board must not— (a) vote on the matter; or (b) vote on a proposed resolution (a “related resolution” ) under subsection (2) in relation to the matter (whether in relation to the director or another director); or (c) be present while the matter, or a related resolution, is being considered by the board; or (d) otherwise take part in any decision of the board in relation to the matter or a related resolution. Maximum penalty—100 penalty units. (2) Subsection (1) does not apply to the matter if the board has at any time passed a resolution that— (a) specifies the director, the interest and the matter; and (b) states that the directors voting for the resolution are satisfied that the interest should not disqualify the director from considering or voting on the matter. (3) A quorum is present during a consideration of a matter by the board only if at least 2 directors are present who are entitled to vote on any motion that may be moved in relation to the matter. (4) The subsidiary’s shareholding GOC may, by giving consent to a proposed resolution, deal with a matter if the subsidiary’s board cannot deal with it because of subsection (3). (5) However, if the shareholding GOC’s board cannot deal with the

21 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) matter under subsection (4) because of the operation of section 135 (as it applies to GOCs), the GOC’s shareholding Ministers may, by each signing consent to a proposed resolution, deal with the matter . ˙ Duty and liability of certain officers of subsidiary 136.(1) In this section— “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (c) another person who is concerned, or takes part, in the subsidiary’s management. (2) An officer of a subsidiary must act honestly in the exercise of powers, and discharge of functions, as an officer of the subsidiary . Maximum penalty— (a) if the contravention is committed with intent to deceive or defraud the subsidiary , creditors of the subsidiary or creditors of another person or for another fraudulent purpose—500 penalty units or imprisonment for 5 years; or (b) in any other case—100 penalty units. (3) In the exercise of powers and the discharge of functions, an officer of a subsidiary must exercise the degree of care and diligence that a reasonable person in a like position in a statutory GOC subsidiary would exercise in the subsidiary’s circumstances. Maximum penalty—100 penalty units. (4) An officer of a subsidiary , or a person who has been an officer of a subsidiary , must not make improper use of information acquired because of his or her position as an officer of the subsidiary — (a) to gain, directly or indirectly, an advantage for himself or herself or for another person; or (b) to cause detriment to the subsidiary .

22 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) Maximum penalty—500 penalty units or imprisonment for 5 years. (5) An officer of a subsidiary must not make improper use of his or her position as an officer of the subsidiary — (a) to gain, directly or indirectly, an advantage for himself or herself or another person; or (b) to cause detriment to the subsidiary . Maximum penalty—500 penalty units or imprisonment for 5 years. (6) If a person contravenes this section in relation to a subsidiary , the subsidiary may recover from the person as a debt due to the subsidiary — (a) if the person or another person made a profit because of the contravention—an amount equal to the profit; and (b) if the subsidiary suffered loss or damage because of the contravention—an amount equal to the loss or damage. (7) An amount may be recovered from the person under subsection (6) whether or not the person has been convicted of an offence in relation to the contravention. (8) Subsection (6) is in addition to, and does not limit, the Crimes (Confiscation of Profits) Act 1989 . (9) In determining for the purposes of subsection (3) the degree of care and diligence that a reasonable person in a like position in a statutory GOC subsidiary would exercise in the circumstances of the subsidiary concerned, regard must be had to— (a) the fact that the person is an officer of a statutory GOC subsidiary ; and (b) the application of this Act to the subsidiary ; and (c) relevant matters required or permitted to be done under this Act in relation to the subsidiary ; including, for example— (d) any relevant community service obligations of the subsidiary’s shareholding GOC; and

23 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (e) any relevant directions, notifications or approvals given to the subsidiary’s shareholding GOC by the GOC’s shareholding Ministers and of which the GOC has notified the subsidiary; and (f) any relevant directions given to the subsidiary by the subsidiary’s shareholding GOC . (10) Subsection (9) does not limit the matters to which regard may be had for the purposes of subsection (3). (11) This section— (a) is in addition to, and does not limit, any rule of law relating to the duty or liability of a person because of the person’s office in relation to a corporation; and (b) does not prevent civil proceedings being instituted for a breach of the duty or the liability. ˙ Prohibition on loans to directors 137.(1) A subsidiary must not, whether directly or indirectly— (a) make a loan to a director, a spouse of a director or a relative of a director or spouse; or (b) give a guarantee or provide security in connection with a loan made to a director, a spouse of a director or a relative of a director or spouse. (2) Subsection (1) does not apply to the entering into by the subsidiary of an instrument with a person mentioned in subsection (1) if the instrument is entered into on the same terms as similar instruments (if any) are entered into by the subsidiary with members of the public. (3) A director of a subsidiary who is knowingly concerned in a contravention of subsection (1) by the subsidiary (whether or not in relation to the director) commits an offence. Maximum penalty—100 penalty units. (4) In this section—

24 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) “relative” means— (a) a parent or remoter lineal ancestor; or (b) a son, daughter or remoter issue; or (c) a brother or sister. ˙ Subsidiary not to indemnify officers 138.(1) A subsidiary must not— (a) indemnify a person who is or has been an officer of the subsidiary against a liability incurred as an officer; or (b) exempt a person who is or has been an officer of the subsidiary from a liability incurred as an officer. (2) An instrument is void so far as it provides for the subsidiary to do something that subsection (1) prohibits. (3) Subsection (1) does not prevent the subsidiary from indemnifying a person against a civil liability (other than a liability to the subsidiary ) unless the liability arises out of conduct involving a lack of good faith. (4) Subsection (1) does not prevent the subsidiary from indemnifying a person against a liability for costs and expenses incurred by the person— (a) in defending a proceeding, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or (b) in connection with an application in relation to a proceeding in which relief is granted to the person by a court. (5) The subsidiary may give an indemnity mentioned in subsection (3) or (4) only with the prior approval of the subsidiary’s shareholding GOC and the GOC’s shareholding Ministers (6) In this section— “indemnify” includes indemnify indirectly through 1 or more interposed entities.

25 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (c) another person who is concerned, or takes part, in the subsidiary’s management. ˙ Subsidiary not to pay premiums for certain liabilities of officers 139.(1) A subsidiary must not pay, or agree to pay, a premium in relation to a contract insuring a person who is or has been an officer of the subsidiary against a liability— (a) incurred by the person as an officer; and (b) arising out of conduct involving— (i) a wilful breach of duty in relation to the subsidiary ; or (ii) without limiting subparagraph (i), a contravention of section 136(4) or (5) (as applied to subsidiaries) . (2) Subsection (1) does not apply to a liability for costs and expenses incurred by a person in defending proceedings, whether civil or criminal, and whatever their outcome. (3) An instrument is void so far as it insures a person against a liability in contravention of subsection (1). (4) In this section— “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (c) another person who is concerned, or takes part, in the subsidiary’s management. “pay” includes pay indirectly through 1 or more interposed entities.

26 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Director’s duty to prevent insolvent trading 140.(1) If— (a) immediately before a subsidiary incurs a debt— (i) there are reasonable grounds to suspect that the subsidiary will not be able to pay all its debts as and when they become due; or (ii) there are reasonable grounds to suspect that, if the subsidiary incurs the debt, it will not be able to pay all its debts as and when they become due; and (b) the subsidiary is, or later becomes, unable to pay all its debts as and when they become due; a person who is a director of the subsidiary , or takes part in the subsidiary’s management, at the time when the debt is incurred commits an offence. Maximum penalty—100 penalty units or imprisonment for 1 year. (2) In a proceeding against a person for an offence against this section, it is a defence if it is proved— (a) that the debt was incurred without the person’s express or implied authority or consent; or (b) that, at the time when the debt was incurred, the person did not have reasonable cause to suspect— (i) that the subsidiary would not be able to pay all its debts as and when they became due; or (ii) that, if the subsidiary incurred that debt, it would not be able to pay all its debts as and when they became due; or (c) that the person took all reasonable steps to prevent the subsidiary from incurring the debt; or (d) in the case of a director—that the person did not take part at the time in the subsidiary’s management because of illness or for some other good cause.

27 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Court may order compensation 141.(1) If a person is found guilty of an offence against section 140 (Director’s duty to prevent insolvent trading) (as applied to subsidiaries) in relation to the incurring of a debt by a subsidiary , the Supreme Court or a District Court may declare that the person is to be personally responsible without any limitation of liability for the payment to the subsidiary of the amount required to satisfy the part of the subsidiary’s debts that the court considers proper. (2) This section does not affect any rights of a person to indemnity, subrogation or contribution. (3) This section— (a) is in addition to, and does not limit, any rule of law about the duty or liability of a person because of the person’s office in relation to a corporation; and (b) does not prevent proceedings being instituted for a breach of the duty or the liability. ˙ Examination of persons concerned with subsidiaries 142.(1) If it appears to the Attorney-General that— (a) a person who has been concerned, or taken part, in a subsidiary’s management, administration or affairs has been, or may have been, guilty of fraud, negligence, default, breach of trust or breach of duty or other misconduct in relation to the subsidiary ; or (b) a person may be capable of giving information in relation to a subsidiary’s management, administration or affairs; the Attorney-General may apply to the Supreme Court or a District Court for an order under this section in relation to the person. (2) The court may order that the person attend before the court at a time and place fixed by the court to be examined on oath on any matters relating to the subsidiary’s management, administration or affairs. (3) The examination of the person is to be held in public except so far as

28 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) the court considers that, because of special circumstances, it is desirable to hold the examination in private. (4) The court may give directions about— (a) the matters to be inquired into at the examination; and (b) the procedures to be followed at the examination (including, if the examination is to be held in private, the persons who may be present). (5) The person must not fail, without reasonable excuse— (a) to attend as required by the order; or (b) to continue to attend as required by the court until the completion of the examination. Maximum penalty—200 penalty units or imprisonment for 2 years. (6) The person must not fail to take an oath or make an affirmation at the examination. Maximum penalty—200 penalty units or imprisonment for 2 years. (7) The person must not fail to answer a question that the person is directed by the court to answer. Maximum penalty—200 penalty units or imprisonment for 2 years. (8) The person may be directed by the court (whether in the order or by subsequent direction) to produce any document in the person’s possession, or under the person’s control, relevant to the matters on which the person is to be, or is being, examined. (9) The person must not, without reasonable excuse, contravene a direction under subsection (8). Maximum penalty—200 penalty units or imprisonment for 2 years. (10) If the court directs the person to produce a document and the person has a lien on the document, the production of the document does not prejudice the lien. (11) The person must not knowingly make a statement at the

29 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) examination that is false or misleading in a material particular. Maximum penalty—500 penalty units or imprisonment for 5 years. (12) The person is not excused from answering a question put to the person at the examination on the ground that the answer might tend to incriminate the person or make the person liable to a penalty. (13) If— (a) before answering a question put to the person at the examination, the person claims that the answer might tend to incriminate the person or make the person liable to a penalty; and (b) the answer might in fact tend to incriminate the person or make the person liable to a penalty; the answer is not admissible in evidence against the person in— (c) a criminal proceeding; or (d) a proceeding for the imposition of a penalty; other than a proceeding for an offence against this section or another proceeding in relation to the falsity of the answer. (14) The court may order the questions put to the person and the answers given by the person at the examination to be recorded in writing and may require the person to sign the record. (15) Subject to subsection (13), any written record of the examination signed by the person, or any transcript of the examination that is authenticated by the signature of the examiner, may be used in evidence in any legal proceeding against the person. (16) The person may, at his or her own expense, employ counsel or a solicitor, and the counsel or solicitor may put to the person questions that the court considers just for the purpose of enabling the person to explain or qualify any answers given by the person. (17) The court may adjourn the examination from time to time. (18) If the court is satisfied that the order for the examination of the

30 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) person was obtained without reasonable cause, the court may order the whole or any part of the costs incurred by the person be paid by the State. ˙ Power to grant relief 143.(1) This section applies to a director, the chief executive officer or an employee of a subsidiary . (2) If, in a proceeding against a person to whom this section applies for negligence, default, breach of trust or breach of duty as a person to whom this section applies, it appears to the court that— (a) the person is or may be liable for the negligence, default or breach; but (b) the person has acted honestly and, having regard to all the circumstances of the case (including circumstances connected with the person’s appointment) the person ought fairly to be excused for the negligence, default or breach; the court may relieve the person (in whole or part) from liability on terms that the court considers appropriate. (3) If a person to whom this section applies believes that a claim will or might be made against the person for negligence, default, breach of trust or breach of duty as a person to whom this section applies, the person may apply to the Supreme Court or a District Court for relief. (4) The court has the same power to relieve the person as it would have if a proceeding had been brought against the person in the court for the negligence, default or breach. (5) If— (a) a proceeding mentioned in subsection (2) is being tried by a Judge with a jury; and (b) the Judge, after hearing the evidence, is satisfied that the defendant ought under that subsection be relieved (in whole or part) from the liability sought to be enforced against the person; the Judge may withdraw the case (in whole or part) from the jury and direct

31 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) that judgment be entered for the defendant on the terms (as to costs or otherwise) that the Judge considers appropriate. ˙ False or misleading information or documents 144.(1) In this section— “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (c) an employee of the subsidiary . (2) An officer of a subsidiary must not— (a) make a statement concerning the affairs of the subsidiary to— (i) another officer of the subsidiary; or (ii) an officer of the subsidiary’s shareholding GOC; or (iii) the shareholding GOC; or (iv) the GOC’s shareholding Ministers; that the first officer knows is false or misleading in a material particular; or (b) omit from a statement concerning the subsidiary’s affairs made to— (i) another officer of the subsidiary; or (ii) an officer of the subsidiary’s shareholding GOC; or (iii) the shareholding GOC; or (iv) the GOC’s shareholding Ministers; anything without which the statement is, to the first officer’s knowledge, misleading in a material particular. (3) A complaint against a person for an offence against subsection (2)(a) or (b) is sufficient if it states that the information given was false or

32 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) misleading to the person’s knowledge. (4) An officer of a subsidiary must not give to— (a) another officer of the subsidiary; or (b) an officer of the subsidiary’s shareholding GOC; or (c) the shareholding GOC; or (d) the GOC’s shareholding Ministers; a document containing information that the first officer knows is false, misleading or incomplete in a material particular without— ( e ) indicating to the recipient that the document is false, misleading or incomplete and the respect in which the document is false, misleading or incomplete; and ( f ) giving the correct information to the recipient if the first officer has, or can reasonably obtain, the correct information. Maximum penalty— (a) if the contravention is committed with intent to deceive or defraud the subsidiary or the subsidiary’s shareholding GOC , creditors of the subsidiary or the subsidiary’s shareholding GOC or creditors of another person or for another fraudulent purpose—500 penalty units or imprisonment for 5 years; or (b) in any other case—100 penalty units. † Division 2—Company GOCs ( omitted )

33 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † Division 3— Subsidiaries generally ˙ Application of Corporations Law to officer of GOC subsidiaries 146. (omitted) 5 ˙ Notice of suspected insolvency otherwise than because of direction or notification 147.(1) This section applies if— (a) under section 147 (as it applies to GOCs) the board of a subsidiary’s shareholding GOC gives written notice to the GOC’s shareholding Ministers and the Auditor-General of— (i) the board’s suspicion that the GOC or the subsidiary is, may be, will or may become insolvent; and (ii) its reasons for the opinion; and (b) under section 147(3) (as it applies to GOCs) the shareholding Ministers give the GOC’s board written directions the shareholding Ministers consider necessary or desirable. (1A) The GOC must notify the subsidiary of the written directions mentioned in paragraph (b). (2) (omitted) (3) (omitted) (4) (omitted) (5) The subsidiary’s board must ensure that a direction under this section is complied with in relation to the subsidiary . (6) (omitted) 5 Section 146 is not applied under this regulation. The section applies to subsidiaries under its own force.

34 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 (7) (omitted) (8) (omitted) SCHEDULE (continued) † PART 13—LEGAL CAPACITY AND POWERS † Division 1—Statutory GOC subsidiaries ˙ Objects of Division 148. The objects of this Division include— (a) abolishing any application of the doctrine of ultra vires to subsidiaries ; and (b) ensuring that subsidiaries give effect to any restrictions on their objects or powers, but without affecting the validity of their dealings with outsiders. ˙ General powers of subsidiaries 6 149.(1) A subsidiary has, for or in connection with the performance of its functions, all the powers of a natural person, including, for example, the power to— (a) enter into contracts; and (b) acquire, hold, dispose of and deal with property; and (c) appoint agents and attorneys; and 6 For subsidiaries of Queensland Transmission and Supply Corporation, section 149 is applied for completeness. Sections 78(5) (QETC’s functions) and 80(5) (Functions and powers of State authorised suppliers) of the Electricity Act 1994 already provide for the subsidiaries to have the powers of a statutory GOC set out in section 149 of the Government Owned Corporations Act 1993 .

35 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (d) charge, and fix terms, for goods, services and information supplied by it; and (e) engage consultants; and (f) do all other things necessary or convenient to be done for, or in connection with, the performance of its functions. (2) Without limiting subsection (1), the subsidiary has the powers that are conferred on it by this or another Act. (3) The subsidiary may exercise its powers inside and outside Queensland. (4) Without limiting subsection (3), the subsidiary may exercise its powers in a foreign country. (5) The fact that the doing of an act by the subsidiary would not be, or is not, in its best interests does not affect its power to do the act. (6) In this section— “power” includes legal capacity. ˙ Restrictions on powers of subsidiaries 150.(1) Section 149 (General powers of subsidiaries ) has effect in relation to a subsidiary subject to any restrictions on the subsidiary’s powers expressly imposed under this or another Act. (2) Section 149 also has effect in relation to the subsidiary subject to any restrictions expressly imposed by— (a) any relevant statement of corporate intent of the subsidiary’s shareholding GOC; and (b) any relevant directions, notifications or approvals given to the subsidiary’s shareholding GOC by the GOC’s shareholding Ministers and of which the GOC has notified the subsidiary; and (c) any relevant directions given to the subsidiary by the subsidiary’s shareholding GOC.

36 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (3) If— (a) the subsidiary exercises a power contrary to a restriction mentioned in subsection (1) or (2); or (b) the Act by which the subsidiary is established, or a regulation under this Act, sets out the subsidiary’s objects or functions and the subsidiary does an act otherwise than in pursuance of the objects or functions; the subsidiary contravenes this subsection. (4) The exercise of the power mentioned in subsection (3)(a), or the act mentioned in subsection (3)(b), is not invalid merely because of the contravention. (5) An officer of the subsidiary who is involved in the contravention contravenes this subsection. (6) An act of the officer is not invalid merely because, by doing the act, the officer contravenes subsection (5). (7) The subsidiary or officer of the subsidiary is not guilty of an offence merely because of the relevant contravention. (8) The fact that— (a) by exercising the powers mentioned in subsection (3)(a), or doing the act as mentioned in subsection (3)(b), the subsidiary contravened, or would contravene, subsection (3); or (b) by doing a particular act, an officer of the subsidiary contravened, or would contravene, subsection (5); may be asserted or relied on only in proceedings between the subsidiary’s shareholding GOC, the GOC’s shareholding Ministers or the State and officers of the subsidiary . (9) In this section— “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or

37 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (c) an employee of the subsidiary . “restriction” includes prohibition. ˙ Persons having dealings with subsidiaries etc. 151.(1) A person having dealings with a subsidiary is entitled to make the assumptions mentioned in subsection (3) and, in a proceeding in relation to the dealings, any assertion by the subsidiary that the matters that the person is entitled to assume were not correct must be disregarded. (2) A person having dealings with a person who has acquired, or purports to have acquired, title to property from a subsidiary (whether directly or indirectly) is entitled to make the assumptions mentioned in subsection (3) and, in a proceeding in relation to the dealings, any assertion by the subsidiary or the second person that the matters that the first person is entitled to assume were not correct must be disregarded. (3) The assumptions that a person is, because of subsection (1) or (2), entitled to make are— (a) that, at all relevant times, the Act by which the entity that became the subsidiary is established (if any) and this Act have been complied with; and (b) that a person who is held out by the subsidiary to be an officer or agent of the subsidiary has been properly appointed and has authority to exercise the powers and perform the functions customarily exercised or performed by an officer or agent of the kind concerned; and (c) that an officer or agent of the subsidiary who has authority to issue a document on behalf of the subsidiary has authority to warrant that the document is genuine and that an officer or agent of the subsidiary who has authority to issue a certified copy of a document on behalf of the subsidiary has authority to warrant that the copy is a true copy; and (d) that a document has been properly sealed by the subsidiary if— (i) it bears what appears to be an imprint of the subsidiary’s

38 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) seal; and (ii) the sealing of the document appears to be authenticated by a person who, because of paragraph (b), may be assumed to be a director of the subsidiary or the subsidiary’s chief executive officer; and (e) that the directors, chief executive officer, employees and agents of the subsidiary have properly performed their duties to the subsidiary . (4) However, a person is not entitled to assume a matter mentioned in subsection (3) if— (a) the person has actual knowledge that the assumption would be incorrect; or (b) because of the person’s connection or relationship with the subsidiary , the person ought to know that the assumption would be incorrect. (5) If, because of subsection (4), a person is not entitled to make a particular assumption— (a) if the assumption is in relation to dealings with the subsidiary —subsection (1) does not apply to any assertion by the subsidiary in relation to the assumption; or (b) if the assumption is in relation to an acquisition or purported acquisition from the subsidiary of title to property—subsection (2) does not apply to any assertion by the subsidiary or another person in relation to the assumption. (6) In this section— “officer” of a subsidiary means— (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (c) an employee of the subsidiary .

39 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † Division 2—Company GOCs ( omitted ) † Division 3—GOC may direct subsidiaries (omitted) 7 † PART 14—FINANCE † Division 1—Taxation ( omitted ) 8 † Division 2—Borrowings and guarantees ˙ Application of the Statutory Bodies Financial Arrangements Act 156. A subsidiary is a statutory body for the purposes of the Statutory Bodies Financial Arrangements Act 1982. ˙ Procedures for borrowing 157.(1) A subsidiary may borrow in accordance with the policies, as outlined in its shareholding GOC’s statement of corporate intent, to minimise and manage any risk of investments and borrowings that may adversely affect the subsidiary’s financial stability. (2) If a proposed borrowing is in accordance with those policies, the Statutory Bodies Financial Arrangements Act 1982 does not apply to the borrowing. 7 Division 3 is not applied under this regulation. The Division applies to subsidiaries under its own force. 8 Division 1 is not applied under this regulation. The Division applies to subsidiaries under its own force.

40 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Guarantees by State 158. (omitted) 9 † Division 3—Dividends ( omitted ) 10 † PART 15—ACQUISITION AND DISPOSAL OF ASSETS AND SUBSIDIARIES ˙ Reserve power of shareholding Ministers to direct that asset not be disposed of 161.(1) This section applies if, under section 161 (as it applies to GOCs), the shareholding Ministers of a subsidiary’s shareholding GOC give the GOC’s board a written direction requiring the subsidiary not to dispose of a specified asset. (1A) The GOC must notify the subsidiary of the direction. (2) The subsidiary’s board must ensure that the direction is complied with in relation to the subsidiary . (3) (omitted) ˙ Disposal of main undertakings 162. (omitted) 11 9 Section 158 is not applied under this regulation. The section applies to subsidiaries under its own force. 10 Division 3 is not applied under this regulation. The Division applies to subsidiaries under its own force. 11 Section 162 is not applied under this regulation. The section applies to subsidiaries under its own force.

41 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Acquiring and disposing of subsidiaries 163. (omitted) 12 † PART 16—EMPLOYEES (omitted) 13 † PART 17—OTHER MATTERS † Division 1— Subsidiaries generally ˙ Application of Electoral and Administrative Review Act 176. The Electoral and Administrative Review Act 1989 does not apply to a subsidiary . ˙ Application of Chapter to GOC subsidiaries by regulation 177. (omitted) 14 † Division 2—Statutory GOC subsidiaries ˙ Subsidiary’s seal 178.(1) A subsidiary’s seal is to be kept in the custody directed by the subsidiary’s board and may be used only as authorised by the board. 12 Section 163 is not applied under this regulation The section applies to subsidiaries under its own force. 13 Part 16 is not applied under this regulation. The Part applies to subsidiaries under section 164 (Part applies to subsidiaries) of the Act. 14 Section 177 gives authority for this regulation.

42 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (2) The affixing of the seal to a document must be attested by— (a) 2 or more directors; or (b) at least 1 director and the chief executive officer; or (c) a director or the chief executive officer and 1 or more persons authorised by the board. (3) Judicial notice must be taken of the imprint of the subsidiary’s seal appearing on a document. ˙ Authentication of documents 179. A document made by a subsidiary (other than a document that is required by law to be sealed) is sufficiently authenticated if it is signed by— (a) the chairperson of the subsidiary’s board; or (b) the subsidiary’s chief executive officer; or (c) a person authorised to sign the document by— (i) resolution of the board; or (ii) direction of the chief executive officer. ˙ Judicial notice of certain signatures 180. Judicial notice must be taken of— (a) the official signature of a person who is or has been chairperson of the board of a subsidiary , a director or chief executive officer of a subsidiary ; and (b) the fact that the person holds or has held the office concerned. ˙ Application of Criminal Justice Act 181. A subsidiary is a unit of public administration for the purposes of the Criminal Justice Act 1989 .

43 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Application of Parliamentary Commissioner Act 1974 182.(1) The Parliamentary Commissioner Act 1974 does not apply to— (a) a subsidiary prescribed by regulation; or (b) the making of a recommendation to the subsidiary’s shareholding GOC or the shareholding Ministers of the GOC; or (c) a decision about a subsidiary’s commercial policy; or (d) a subsidiary in relation to its commercially competitive activities. (2) In this section— “ commercially competitive activity” means an activity carried on, on a commercial basis, in competition with a person, other than— (a) the Commonwealth or a State or Territory; or (b) a State authority; or (c) a local government. † Division 3—Company GOCs ( omitted )

44 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † APPENDIX 1 † ADDITIONAL PROVISIONS RELATING TO BOARD OF STATUTORY GOC SUBSIDIARY section 94 of this Schedule † PART 1—COMPOSITION OF BOARD ˙ Composition of board 1. A subsidiary’s board is to consist of the number of directors that are appointed by the Governor in Council. ˙ Chairperson and deputy chairperson 2.(1) The Governor in Council may appoint a director to be the board’s chairperson and another director to be the board’s deputy chairperson. (2) The deputy chairperson is to act as chairperson— (a) during a vacancy in the office of chairperson; and (b) during all periods when the chairperson is absent from duty or is, for another reason, unable to perform the functions of the office.

45 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † PART 2—MEETINGS AND OTHER BUSINESS OF BOARD ˙ Meaning of “required minimum number” of directors 3. In this Part— “required minimum number” of directors means the number that is half the number of directors of which the board for the time being consists or, if that number is not a whole number, the next higher whole number. ˙ Conduct of meetings and other business 4. Subject to this Part, the board may conduct its business (including its meetings) in the way it considers appropriate. ˙ Times and places of meetings 5.(1) Meetings of the board are to be held at the times and places that the board determines. (2) However, the chairperson— (a) may at any time convene a meeting; and (b) must convene a meeting when requested by at least the required minimum number of directors. ˙ Presiding at meetings 6.(1) The chairperson is to preside at all meetings at which the chairperson is present. (2) If the chairperson is not present at a meeting, the deputy chairperson is to preside. (3) If both the chairperson and deputy chairperson are not present at a

46 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) meeting, the director chosen by the directors present at the meeting is to preside. ˙ Quorum and voting at meetings 7.(1) At a meeting of the board— (a) the required minimum number of directors constitute a quorum; and (b) a question is to be decided by a majority of the votes of the directors present and voting; and (c) each director present has a vote on each question arising for decision and, if the votes are equal, the director presiding also has a casting vote. (2) Subclause (1)(a) has effect subject to section 135(3) (Voting by interested director) (as applied to subsidiaries) . ˙ Participation in meetings by telephone etc. 8.(1) The board may permit directors to participate in a particular meeting, or all meetings, by— (a) telephone; or (b) closed circuit television; or (c) another means of communication. (2) A director who participates in a meeting of the board under a permission under subclause (1) is taken to be present at the meeting. ˙ Resolutions without meetings 9.(1) If at least a majority of directors sign a document containing a statement that they are in favour of a resolution set out in the document, a resolution in those terms is taken to have been passed at a meeting of the board held on the day on which the document is signed or, if the directors

47 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) do not sign it on the same day, the day on which the last of the directors constituting the majority signs the document. (2) If a resolution is, under subclause (1), taken to have been passed at a meeting of the board, each director must immediately be advised of the matter and given a copy of the terms of the resolution. (3) For the purposes of subclause (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by 1 or more directors, are taken to constitute a single document. ˙ Minutes 10. The board must keep minutes of its proceedings. † PART 3—PROVISIONS RELATING TO DIRECTORS ˙ Appointment of directors 11.(1) A director is to be appointed by the Governor in Council for a term of not more than 5 years. (2) In appointing a person as a director, the Governor in Council must have regard to the person’s ability to make a contribution to the subsidiary’s commercial performance and implementation of its shareholding GOC’s statement of corporate intent. (3) A person is not eligible for appointment if the person is not able to manage a corporation because of section 229 of the Corporations Law. ˙ Terms of appointment not provided for under Act 12.(1) In relation to matters not provided for under this Act, a director holds office on the terms of appointment determined by the Governor in Council.

48 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) (2) Except as determined by the Governor in Council, a director is not entitled to receive any payment, any interest in property or other valuable consideration or benefit— (a) by way of remuneration as a director; or (b) in connection with retirement from office, or other termination of office, as a director. ˙ Appointment of acting director 13. The Governor in Council may appoint a person to act as a director during any period, or all periods, when a director is absent from duty or is, for another reason, unable to perform the functions of the office. ˙ Resignation 14.(1) A director, or person appointed under clause 2 (Chairperson and deputy chairperson), may resign by signed notice given to the Governor. (2) The chairperson or deputy chairperson may resign as chairperson or deputy chairperson and remain a director. ˙ Termination of appointment as director 15.(1) The Governor in Council may, at any time, terminate the appointment of all or any directors of the board for any reason or none. (2) If a person who is an officer of the public service when appointed as a director ceases to be an officer of the public service, the person ceases to be a director.

49 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) † APPENDIX 2 † ADDITIONAL PROVISIONS RELATING TO CHIEF EXECUTIVE OFFICER OF STATUTORY GOC SUBSIDIARY section 101 of this Schedule ˙ Appointment of chief executive officer 1. (1) A subsidiary’s chief executive officer is to be appointed by the Governor in Council on the recommendation of the subsidiary’s board. (2) However, before the subsidiary’s board makes the recommendation, it must consult with its shareholding GOC’s board of directors. ˙ Appointment of acting chief executive officer 2. The subsidiary’s board may appoint a person to act as chief executive officer— (a) during a vacancy in the office; or (b) during any period, or all periods, when the chief executive officer is absent from duty or is, for another reason, unable to perform the functions of the office. ˙ Terms of appointment not provided for under Act 3. In relation to matters not provided for under this Act, the chief executive officer holds office on the terms of appointment determined by the subsidiary’s board.

50 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SCHEDULE (continued) ˙ Resignation 4. The chief executive officer may resign by signed notice given to the chairperson of the subsidiary’s board . ˙ Termination of appointment 5.(1) The subsidiary’s board may, at any time, terminate the appointment of the chief executive officer for any reason or none. (2) The termination of the appointment of the chief executive officer under subclause (1) does not affect any rights to compensation to which the chief executive officer is entitled under the terms of the chief executive officer’s appointment.

51 Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 † ENDNOTES ´ 1 Index to Endnotes Page 2 Date to which amendments incorporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 3 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 ´ 2 Date to which amendments incorporated This is the reprint date mentioned in the Reprints Act 1992, section 5(c). However, no amendments have commenced operation on or before that day. Future amendments of the Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 may be made in accordance with this reprint under the Reprints Act 1992, section 49. ´ 3 List of legislation Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 SL No. 447 notfd Gaz 16 December 1994 pp 1792–7 commenced on date of notification