Government Owned Corporations (QGC Corporatisation) Regulation 1994
GOVERNMENT OWNED CORPORATIONS (QGC CORPORATISATION)
REGULATION 1994
QueenslandGovernment Owned
Corporations Act 1993GOVERNMENTOWNEDCORPORATIONS(QGCCORPORATISATION)REGULATION1994Reprinted as in force on 31 March
1999(includes amendments up to SL No. 32 of
1999)Reprint No. 2A *This reprint is
prepared bythe Office of the Queensland Parliamentary
CounselWarning—This reprint is not an authorised
copyNOT FURTHER AMENDEDLAST REPRINT
BEFORE REPEALSee 2004 SL No. 166 s 44*Minor
differences in style between this reprint and another reprint with
the same number are due to theconversion to
another software program. The content has not changed.
Information about this reprintThis
regulation is reprinted as at 31 March 1999.The reprint shows
the law as amendedby all amendments that commenced on or before
that day (Reprints Act 1992 s 5(c)).The reprint
includes a reference to the law by which each amendment was
made—see listof legislation and list of annotations in
endnotes.Minor editorial changes allowed under the
provisions of the Reprints Act 1992 have alsobeen made to use
aspects of format and printing style consistent with current
draftingpractice (s 35).This page is
specific to this reprint.See previous reprints for information
about earlierchanges made under the Reprints Act
1992.A table of earlier reprints is included in
theendnotes.Also see endnotes
for information about—•when provisions
commenced•editorial changes made in earlier
reprints.
s13s3Government Owned Corporations (QGCCorporatisation) Regulation 1994GOVERNMENT OWNED CORPORATIONS(QGC
CORPORATISATION) REGULATION 1994[as amended by
all amendments that commenced on or before 31 March 1999][reprinted as in force on 31 March
1999]PART 1—PRELIMINARY1Short
titleThis regulation may be cited as theGovernmentOwnedCorporations(QGC
Corporatisation) Regulation 1994.2Commencement(1)Part
3 commences on 31 December 1994.(2)Parts
4 to 7 commence on 1 January 1995.3Purpose(1)The
purpose of this regulation is—(a)todivestcertainassetsfrom,andreleasecertainliabilitiesof,QEC;
and(b)toprovideforatransitionfromGBUtoQGC,includingtransferring
certain officers and employees of QEC to QGC; and(c)to transfer the assets and liabilities
mentioned in paragraph (a) toQGC; and(d)tomakeprovisionaboutdebtowedbyQGCbecauseofthetransfer of assets to it; and(e)to make QGC a GOC.
s44s5Government Owned Corporations (QGCCorporatisation) Regulation 1994(2)The purpose of this regulation extends
to matters about QGC after itis declared to be
a GOC.4Operation of this regulation is
subject to certain Electricity Acttransitional
provisions(1)The operation of this regulation is
limited to the extent necessary toallow subsection
(2) to have full effect.(2)Despite the
earlier commencement of a provision of this regulationaboutemployees,assetsorliabilitiesofQEC,theElectricityActtransitional provisions apply as if the
provision of this regulation had notcommenced.Example—Under provisions
of this regulation (the“regulation provisions”)
certain assets ofQEC are divested from it and become the
assets of QGC. Section 277 (Transfer of assetsand liabilities to
the department) of theElectricity Act 1994allows for the chief executiveof the
Department of Minerals and Energy to identify certain QEC assets
and for thevestingintheStateofthoseassets.
Althoughsection277commenceslaterthantheregulation
provisions commence, the section operates as if the regulation
provisions hadnot commenced, so that neither the chief
executive’s identification of QEC assets, nor theirvesting in the State, is limited by the
earlier operation of the regulation provisions.5DefinitionsIn this
regulation—“CBU”means the candidate GOC known as
Corporate Business Unit ofQEC.“corporatisation
day”means 1 January 1995.“ElectricityActtransitionalprovisions”meanstheprovisionsofChapter 14 (Transitional) of theElectricity Act 1994that are about
theemployees, assets or liabilities of
QEC.“GBU”means the candidate GOC known as
Generation Business Unit ofQEC.“GBU asset”see
section 6.“GBU asset schedule”means the part of
the QEC asset schedule showingassets of
GBU.
s55s5Government Owned Corporations (QGCCorporatisation) Regulation 1994“GBU
balance sheet”means the part of the QEC balance sheet
showingliabilities of GBU.“GBU
liability”see section 7.“purposes of
GBU”doesnotincludepurposesoftheElectricalSafetyCoordinationSectionofQECortheElectricalWorkersandContractors Board.“QEC”means
the Queensland Electricity Commission within the meaningof
theElectricity Act 1976.“QECassetschedule”meansaschedulepreparedundertheQTSCcorporatisation regulation showing
assets of QEC immediately beforecorporatisation
day.“QEC balance sheet”means a balance
sheet prepared under the QTSCcorporatisationregulationshowingliabilitiesofQECimmediatelybefore
corporatisation day.“QEC (GBU)”means QEC, but
only in its capacity as GBU, including totheextentoftheresponsibilitiesofGBU,immediatelybeforecorporatisation day.“QEC intellectual
property”means QEC Intellectual Property under
thePowerStationSaleAgreementmentionedintheStateagreementunder theGladstone Power Station Agreement Act
1993.“QETC”means Queensland
Electricity Transmission Corporation.“QGC”means
Queensland Generation Corporation.“QTSC”means
Queensland Transmission and Supply Corporation.“QTSCcorporatisationregulation”meanstheGovernmentOwnedCorporations (QTSC Corporatisation)
Regulation 1994.“TBU”meansthesubsidiaryofCBUknownasTransmissionBusinessUnit
of QEC.“thirdpartyintellectualproperty”meansThirdPartyIntellectualProperty under
the Power Station Sale Agreement mentioned in theStateagreementundertheGladstonePowerStationAgreementAct
1993.
s66s7Government Owned Corporations (QGCCorporatisation) Regulation 19946Meaning of “GBU asset”(1)A GBU asset is an asset shown in the
QEC asset schedule as an assetof GBU.(2)An asset is also a GBU asset although
not shown in the QEC assetschedule as an asset of GBU if—(a)it is not shown in the QEC asset
schedule as an asset of CBU orTBU; and(b)immediately before corporatisation day
it is an asset of QEC heldfor the purposes of GBU; and(c)itisnotanassetthatbecomesanassetoftheStateundersection 277 (Transfer of assets and
liabilities to the department)of theElectricity Act 1994.(3)Despiteanythinginsubsection(1)or(2),allQECintellectualpropertyheldbyQECimmediatelybeforecorporatisationdayisalsoaGBU
asset.7Meaning of “GBU liability”(1)A GBU liability is a liability shown
in the QEC balance sheet as aliability of
GBU.(2)A liability is also a GBU liability
although not shown in the QECbalance sheet as a
liability of GBU if—(a)it is not shown in the QEC balance
sheet as a liability of CBU orTBU; and(b)immediately before corporatisation day
it is a liability to whichQEC is subject for the purposes of
GBU; and(c)itisnotaliabilitythatbecomesaliabilityoftheStateundersection 277 (Transfer of assets and
liabilities to the department)of theElectricity Act 1994.
s
87s 10Government Owned
Corporations (QGCCorporatisation) Regulation 1994PART
2—PREPARATORY MATTERS8Share
capitalOnthecommencementofthissection,QGCistakentohaveasharecapitalof$7
000 000 000madeupof7 000
000 000ordinarysharesof$1 each.1PART
3—QEC IS DIVESTED OF GBU ASSETS ANDRELEASED FROM
GBU LIABILITIES9GBU assets and liabilities(1)This section takes effect immediately
after 31 December 1994.(2)QECisdivestedofallGBUassetsandreleasedfromallGBUliabilities.PART
4—TRANSITION TO QGCDivision 1—Staff10Officers and employees(1)Apersonwho,immediatelybeforecorporatisationday,wasanofficer or
employee of QEC for the purposes of GBU becomes an officer
oremployee of QGC.1This
section provides for QGC’s authorised share capital. Under section
58(2) of theAct, before QGC becomes a GOC, it must apply
the part of its capital that theresponsible
Ministers direct in paying up, in full, shares in
itself.
s
118s 13Government Owned
Corporations (QGCCorporatisation) Regulation 1994(2)Until the rights of the officer or
employee are changed, the officer oremployeecontinuestobeentitledtoallexistingandaccruingrightsofemployment.(3)To
the extent that a right mentioned in subsection (2) is preserved
bysection 174 (Preservation of leave
entitlements of certain former officersand employees of
government entities) of the Act, subsection (2) has noeffect.(4)Ifapersonmentionedinsubsection(1)wassuspendedbyQECbeforecorporatisationday,thesuspensioncontinues,andmustbedealtwith by
QGC.(5)This section does not apply to a
person who becomes an officer ofthe department
under section 276 (Transfer of officers to the department)of
theElectricity Act 1994.11Positions of officers and
employees(1)A person who under this division
becomes an officer or employee ofQGC becomes the
holder of a position equivalent to the position the personheld
for the purposes of GBU.(2)Despitesubsection(1),apersondoesnot,underthisdivision,become the chief
executive officer of QGC.Division 2—General12Extent of application of DivisionThis
division applies subject to the operation of sections 286
(Referencesto electricity boards, electricity
authorities and electricity supply industry)and 287 (Gladstone
power station provisions) of theElectricity Act
1994.13QGC is successor
of QEC (GBU)(1)QGC is the successor in law of QEC
(GBU).(2)Subsection (1) applies subject to the
operation of this regulation, theQTSC
corporatisation regulation and theElectricity Act
1994.
s
149s 14Government Owned
Corporations (QGCCorporatisation) Regulation 199414Instruments(1)Thissectionappliestoaninstrument(otherthanastatutoryinstrument) in
existence immediately before corporatisation day.(2)An instrument applying to QEC for the
purposes of GBU is to applyto QGC in place of QEC to the extent
that it applied for the purposes ofGBU.2(3)Without limiting
subsection (2), an instrument—(a)towhich,immediatelybeforecorporatisationday,QECwasaparty
for the purposes of GBU, is taken to be an instrument towhich
QGC is a party in the same way QEC was a party for thepurposes of GBU; and(b)givento,byorinfavourofQECforthepurposesofGBUistaken to be an
instrument given to, by or in favour of QGC in theway
it was given to, by or in favour of QEC for the purposes ofGBU;
and(c)in which a reference is made to QEC
for the purposes of GBU(including, for example, an instrument
to which QEC was a partyfor the purposes of GBU) is taken to
be an instrument in whichthe reference is made to QGC in the
way the reference was madeto QEC for the purposes of GBU;
and(d)under which an amount is or may become
payable to or by QECforthepurposesofGBUistakentobeaninstrumentunderwhich the amount
is or may become payable to or by QGC in theway the amount
was or might have become payable to or by QECfor the purposes
of GBU; and(e)under which other property is to be,
or may become liable to be,transferred, conveyed or assigned to
or by QEC for the purposesofGBUistakentobeaninstrumentunderwhichtheotherpropertyistobe,ormaybecomeliabletobe,transferred,conveyed or
assigned to or by QGC in the way the property wasto
be, or might have become liable to be, transferred, conveyed
orassigned to or by QEC for the purposes of
GBU.2UnderthisprovisionandequivalentprovisionsintheQTSCcorporatisationregulation, it is
possible that an instrument that previously applied to QEC
alonecould apply to 2 or more of QGC, QTSC and
QETC.
s
1510s 17Government Owned
Corporations (QGCCorporatisation) Regulation 1994(4)Despiteanythinginsubsections(1)to(3),alicenceunderwhich,immediatelybeforecorporatisationday,QEChasarighttouseQECintellectual
property or third party intellectual property applies to QGC
inplace of QEC.(5)Subsections (1) to (3) do not apply to an
instrument which QEC, onor before 31 December 1994, agrees with
QGC to assign to QGC, or withQTSC to assign to
QTSC, or with QETC to assign to QETC, if it is agreedtheassignmentistobecomeeffectiveatatimeearlierthanthecommencement of section 3 of theElectricity Act 1994.15Pending proceedings(1)QGCbecomesapartytoaproceedingmentionedinschedule1instead of QEC.(2)Subjecttosubsection(1),aproceeding(otherthanaproceedingmentionedinschedule2totheQTSCcorporatisationregulation)byoragainst QEC arising out of acts or
omissions of QEC for the purposes ofGBU that is not
finished before corporatisation day may be continued andfinished by or against QGC to the extent it
might have been continued byor against QEC for
the purposes of GBU.PART 5—TRANSFER OF ASSETS AND
LIABILITIES16Transfer of assets and liabilities to
QGC(1)The assets mentioned in section 9(2)
become the assets of QGC.(2)The liabilities
mentioned in section 9(2) are assumed by QGC.17Consideration for transfer of assets to
QGC(1)The assumption of liabilities by QGC
under section 16(2) is part ofthe consideration
for the transfer of assets to QGC under section 16(1).(2)The remainder of the consideration is
the creation of a debt owed byQGC to the
shareholding Ministers of the GOC that QGC becomes underthis
regulation.
s
1811s 18Government Owned
Corporations (QGCCorporatisation) Regulation 1994(3)The terms of the debt are in schedule
2.(4)The amount of the debt is the market
value, at 1 January 1995, of theassets shown in
the GBU asset schedule, less—(a)theamount,at1January1995,oftheliabilitiesshownintheGBU balance
sheet; and(b)any amount that QGC’s responsible
Ministers direct QGC, undersection 58(2) of the Act, to apply in
paying up shares in itself.(5)For subsection
(4)—(a)the market value, at 1 January 1995,
of an asset is, unless anothervaluation is
decided under subsection (6), taken to be the marketvalueshownfortheassetintheGBUassetschedulefor1 January 1995; and(b)the amount, at 1 January 1995, of the
liabilities is, unless anotheramount is decided
under subsection (6), taken to be the amountoftheliabilitiesshownintheGBUbalancesheetfor1 January 1995.(6)TheshareholdingMinistersoftheGOCthatQGCbecomesunderthis regulation
may change the GBU asset schedule or the GBU balancesheet
at any time not later than 31 March 1996 to correct the market
valueof an asset or the amount of a liability as
at 1 January 1995.(7)A change mentioned in subsection (6)
must be taken into account forcalculating the
debt amount under subsection (4).PART 6—QGC
BECOMES STATUTORY GOC18Declaration of
QGC as GOC(1)Subsection(2)takeseffectassoonastheassetsandliabilitiesmentioned in
section 9(2) become the assets and liabilities of QGC undersection 16 (Transfer of assets and
liabilities to QGC).(2)QGC is a GOC.
s
1912s 24Government Owned
Corporations (QGCCorporatisation) Regulation 1994PART
7—FUNCTIONS OF QGC19QGC’s functionsQGC’sfunctionsarestatedintheGovernmentOwnedCorporations(QGC
Restructure—Stage 2) Regulation 1997.PART
8—AFTER QGC IS DECLARED A GOC24QGC
share capital(1)Undersection8,QGCistakentohaveasharecapitalof$7 000
000 000, made up of 7 000 000 000 ordinary shares of $1
each.(2)Under section 58 of the Act, 2 of the
shares have been issued.3(3)QGCmustissueafurther2699999998oftheshareson3 March 1995.(4)QGC
must issue a further 68 914 282 of the shares on 30 June
1995.(5)Ofthesharesissuedundersubsection(3),2512208952arecancelled.3Under
the Act, each of QGC’s 2 shareholding Ministers holds an equal
number ofthe issued shares (see sections 71 to 74 of
the Act).
13Government Owned Corporations
(QGCCorporatisation) Regulation 1994SCHEDULE 1PROCEEDINGS TO
WHICH QGC BECOMES A PARTYINSTEAD OF QECsection
15(1)CourtSupreme CourtRockhamptonSupreme CourtRockhamptonSupreme CourtRockhamptonSupreme CourtRockhamptonProceedingNumberWrit
No. 175 of1986Writ No. 7 of1987Writ
No. 58 of1987Writ No. 11 of1988PlaintiffDefendantAnthony JohnOsborneGarry
PaulPercivalRoman IftPaul
LeslieJoseQueenslandElectricityCommissionQueenslandElectricityCommissionSimonEngineeringC Itoh &
CoQueenslandElectricityCommissionWorkers’CompensationBoard ofQueenslandC E HealthUnderwritingInsurance(Australia)QueenslandElectricityCommission
16Government Owned Corporations
(QGCCorporatisation) Regulation 1994SCHEDULE 2TERMS OF
DEBTsection 17(3)1DefinitionsIn this
schedule—“business day”means a business
day for Sydney.“11 a.m. rate”means the rate
calculated by taking the buy rate (low side)of the first rate
quoted on the page numbered “AFMZ” of the ReutersMonitor System at, or approximately at, 11
a.m. (Sydney time).“QTC”means Queensland Treasury
Corporation.2Interest payable(1)QGC
must pay interest on the amount of debt unpaid from time totime.(2)The interest is
calculated on a daily basis and is payable monthly inarrears.(3)Theinterestforamonthispayableonthe15thdayofthenextmonth.(4)The
interest rate for a day is the 11 a.m. rate for that day.(5)However, if the day is not a business
day, the rate of interest for theday is the 11 a.m.
rate for the last business day before the day.3Role
of QTC(1)QTC is to calculate the interest
payable.(2)QTC’s calculation binds QGC unless QTC
makes an error that is nota trivial error.
17Government Owned Corporations
(QGCCorporatisation) Regulation 1994SCHEDULE 2 (continued)4Term
of debtThe debt is repayable on or before 1 January
2005.5Assignment of debtThedebtmaybeassignedinwholeorinpartbytheshareholdingMinisters by
giving written notice to QGC.
19Government Owned Corporations
(QGCCorporatisation) Regulation 19944Table of earlier reprintsTABLE
OF EARLIER REPRINTS[If a reprint number includes a roman
letter, the reprint was released in unauthorised,electronic form only.]Reprint
No.11A1B2Amendments includedto SL
No. 21 of 1995to SL No. 174 of 1995to SL No. 167 of
1997to SL No. 167 of 1997Reprint
date17 February 199510 March
199725 August 199722 January
19985List of legislationGovernmentOwnedCorporations(QGCCorporatisation)SL No. 448made
by the Governor in Council on 15 December 1994notfd gaz 16
December 1994 pp 1792–7pt 3 commenced 31 December 1994 (see s
2(1))pts 4–7 commenced 1 January 1995 (see s
2(2))remaining provisions commenced on date of
notificationexp 1 September 2005 (see SIA s 54)Regulation1994as
amended by—Government Owned Corporations (QGC
Corporatisation) Amendment Regulation(No. 1) 1995 SL
No. 21notfd gaz 10 February 1995 pp 552–3commenced on date of notificationGovernment Owned Corporations (QGC
Corporatisation) Amendment Regulation(No. 2) 1995 SL
No. 174notfd gaz 9 June 1995 pp 1165–71commenced on date of notificationGovernment Owned Corporations (QGC
Restructure—Stage 2) Regulation 1997SL No. 167 ss
1–2, 27 sch 2notfd gaz 26 June 1997 pp 899–900ss
1–2 commenced on date of notificationremaining
provisions commenced 1 July 1997 (see s 2(2))Government Owned
Corporations Legislation Amendment Regulation (No. 1) 1999SL
No. 32 ss 1–2(1) pt 2notfd gaz 26 March 1999 pp
1450–3ss 1–2 commenced on date of
notificationremaining provisions commenced 31 March 1999
(see s 2(1))