Government Owned Corporations (Subsidiaries) Regulation 1997

Queensland Government Owned Corporations Act 1993 GOVERNMENT OWNED CORPORATIONS (SUBSIDIARIES) REGULATION 1997 Reprinted as in force on 7 May 1998 (includes amendments up to SL No. 69 of 1998) Reprint No. 1A 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 7 May 1998. The reprint shows the law as amended by 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 list of legislation and list of annotations in endnotes. This page is specific to this reprint. See previous reprint for information about earlier changes made under the Reprints Act 1992. A table of earlier reprints is included in the endnotes. Also see endnotes for information about— • when provisions commenced • editorial changes made in earlier reprint.

Queensland GOVERNMENT OWNED CORPORATIONS (SUBSIDIARIES) REGULATION 1997 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 4 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 5 Application of ch 3 of Act to statutory GOC subsidiaries . . . . . . . . . . . . . . 12 6 Application of ch 3 of the Act to company GOC subsidiaries . . . . . . . . . . . 12 7 Limited application of regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 8 Repeal of regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 SCHEDULE 1 . . . . . . . . . . . . . . . . . . . . . . . . 13 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Division 2—Company GOCs (omitted) PART 2—APPLICATION OF CORPORATIONS LAW Division 1—Statutory GOC subsidiaries 67 Application of Corporations Law to subsidiaries . . . . . . . . . . . . . . . . . . . . . . 14 68 Subsidiary exempt public authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

2 Government Owned Corporations (Subsidiaries) Regulation 1997 Division 2—Company GOCs (omitted) PART 3—SHARES AND SHAREHOLDING GOC Division 1—Statutory GOC subsidiaries 71 Number of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 72 Shareholders need not have equal numbers of shares . . . . . . . . . . . . . . . . . . 15 73 Shareholders must be statutory GOCs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 74 Meaning of “shareholding GOC” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 75 Variation of share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Division 2—Company GOCs (omitted) Division 3—Subsidiaries generally 82 Shareholders hold shares for State etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 83 Transfer, issue etc. of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 84 Shareholding Ministers must act jointly . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 85 Shareholding GOC not director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 PART 4—MEMORANDUM AND ARTICLES (omitted) PART 5—BOARD OF DIRECTORS Division 1—Statutory GOC subsidiaries 91 Subsidiary to have board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 92 Role of board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 93 Delegation by board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 94 Additional provisions relating to board—Appendix 1 . . . . . . . . . . . . . . . . . . 18 94A First board of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Division 2—Company GOCs (omitted) PART 6—CHIEF EXECUTIVE OFFICER Division 1—Statutory GOC subsidiaries 97 Subsidiary to have chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . 19 98 Duties of chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 99 Things done by chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 100 Delegation by chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 101 Additional provisions relating to chief executive officer—Appendix 2 . . . 20

3 Government Owned Corporations (Subsidiaries) Regulation 1997 Division 2—Company GOCs (omitted) PART 7—CORPORATE PLAN (omitted) PART 8—STATEMENT OF CORPORATE INTENT (omitted) PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 124 Exercise of reserve power of shareholding Ministers to give directions in public interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 125 Direction given following notice of suspected insolvency . . . . . . . . . . . . . . 21 126 Subsidiary and board not otherwise subject to government direction . . . . . 22 PART 11—REPORTS AND OTHER ACCOUNTABILITY MATTERS Division 1—Statutory GOC subsidiaries 127 Application of Financial Administration and Audit Act . . . . . . . . . . . . . . . . 23 Division 2—Company GOCs (omitted) Division 3—Subsidiaries generally 130 Quarterly reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 131 Matters to be included in annual report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 132 Deletion of commercially sensitive matters from annual report etc. . . . . . . 24 133 Board to keep shareholding GOC informed . . . . . . . . . . . . . . . . . . . . . . . . . . 24 PART 12—DUTIES AND LIABILITIES OF DIRECTORS AND OTHER OFFICERS Division 1—Statutory GOC subsidiaries 134 Disclosure of interests by directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 135 Voting by interested director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 136 Duty and liability of certain officers of subsidiary . . . . . . . . . . . . . . . . . . . . 26 137 Prohibition on loans to directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 138 Subsidiary not to indemnify officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 139 Subsidiary not to pay premiums for certain liabilities of officers . . . . . . . . 30 140 Director’s duty to prevent insolvent trading . . . . . . . . . . . . . . . . . . . . . . . . . . 31 141 Court may order compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

4 Government Owned Corporations (Subsidiaries) Regulation 1997 142 Examination of persons concerned with subsidiaries . . . . . . . . . . . . . . . . . . 32 143 Power to grant relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 144 False or misleading information or documents . . . . . . . . . . . . . . . . . . . . . . . 36 Division 2—Company GOCs (omitted) Division 3—Subsidiaries generally 146 Application of Corporations Law to officer of GOC subsidiaries . . . . . . . . . 38 147 Notice of suspected insolvency otherwise than because of direction or notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 PART 13—LEGAL CAPACITY AND POWERS Division 1—Statutory GOC subsidiaries 148 Objects of Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 149 General powers of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 150 Restrictions on powers of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 151 Persons having dealings with subsidiaries etc. . . . . . . . . . . . . . . . . . . . . . . . 42 Division 2—Company GOCs (omitted) Division 3—GOC may direct subsidiaries (omitted) PART 14—FINANCE (omitted) PART 15—ACQUISITION AND DISPOSAL OF ASSETS AND SUBSIDIARIES 161 Reserve power of shareholding Ministers to direct that asset not be disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 162 Disposal of main undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 163 Acquiring and disposing of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 PART 16—EMPLOYEES (omitted) PART 17—OTHER MATTERS Division 1—Subsidiaries generally 176 Application of Electoral and Administrative Review Act . . . . . . . . . . . . . . 45 177 Application of Chapter to GOC subsidiaries by regulation . . . . . . . . . . . . . 45 Division 2—Statutory GOC subsidiaries 178 Subsidiary’s seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 179 Authentication of documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 180 Judicial notice of certain signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 181 Application of Criminal Justice Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

5 Government Owned Corporations (Subsidiaries) Regulation 1997 182 Application of Parliamentary Commissioner Act 1974 . . . . . . . . . . . . . . . . 47 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 2 Chairperson and deputy chairperson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 PART 2—MEETINGS AND OTHER BUSINESS OF BOARD 3 Meaning of “required minimum number” of directors . . . . . . . . . . . . . . . . . 48 4 Conduct of meetings and other business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 5 Times and places of meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 6 Presiding at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 7 Quorum and voting at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 8 Participation in meetings by telephone etc. . . . . . . . . . . . . . . . . . . . . . . . . . 50 9 Resolutions without meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 10 Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 PART 3—PROVISIONS RELATING TO DIRECTORS 11 Appointment of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 12 Terms of appointment not provided for under Act . . . . . . . . . . . . . . . . . . . . . 51 13 Appointment of acting director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 14 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 15 Termination of appointment as director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 APPENDIX 2 ADDITIONAL PROVISIONS RELATING TO CHIEF EXECUTIVE OFFICER OF STATUTORY GOC SUBSIDIARY 1 Appointment of chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 2 Appointment of acting chief executive officer . . . . . . . . . . . . . . . . . . . . . . . 53 3 Terms of appointment not provided for under Act . . . . . . . . . . . . . . . . . . . . . 53 4 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 5 Termination of appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

6 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . 55 APPLICATION OF CHAPTER 3 OF ACT TO COMPANY GOC SUBSIDIARIES CHAPTER 3—GOVERNMENT OWNED CORPORATIONS (GOCs) PART 1—BASIC REQUIREMENTS Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 66 Subsidiary must be proprietary company limited by shares . . . . . . . . . . . . . 55 PART 2—APPLICATION OF CORPORATIONS LAW Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 69 Application of Corporations Law to subsidiaries . . . . . . . . . . . . . . . . . . . . . 56 70 Subsidiary not exempt public authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 PART 3—SHARES AND SHAREHOLDING MINISTERS Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 76 Number of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 77 All shareholders must be voting shareholders . . . . . . . . . . . . . . . . . . . . . . . . 56 78 Shareholders must have equal number of shares (words omitted) . . . . . . . . 57 79 Shareholders must be company GOCs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 80 Meaning of “shareholding GOC” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 81 Resolutions without meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Division 3—GOCs generally 82 Shareholders hold shares for State etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 83 Transfer, issue etc. of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 84 Shareholding Ministers must act jointly . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 85 Shareholding GOCs not directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

7 Government Owned Corporations (Subsidiaries) Regulation 1997 PART 4—MEMORANDUM AND ARTICLES (omitted) PART 5—BOARD OF DIRECTORS Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 95 Role of board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 96 Composition of board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 PART 6—CHIEF EXECUTIVE OFFICER Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 102 Appointment of chief executive officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 PART 7—CORPORATE PLAN (omitted) PART 8—STATEMENT OF CORPORATE INTENT (omitted) PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 124 Exercise of reserve power of shareholding Ministers to give directions in public interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 125 Direction given following notice of suspected insolvency . . . . . . . . . . . . . . 63 126 Subsidiary and board not otherwise subject to government direction . . . . . 63 PART 11—REPORTS AND OTHER ACCOUNTABILITY MATTERS Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 128 Application of Financial Administration and Audit Act . . . . . . . . . . . . . . . . 64 129 Application of Public Accounts Committee Act . . . . . . . . . . . . . . . . . . . . . . 64 Division 3—GOCs generally 130 Quarterly reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 131 Matters to be included in annual report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 132 Deletion of commercially sensitive matters from annual report etc. . . . . . . 66 133 Board to keep shareholding Ministers informed . . . . . . . . . . . . . . . . . . . . . . 67

8 Government Owned Corporations (Subsidiaries) Regulation 1997 PART 12—DUTIES AND LIABILITIES OF DIRECTORS AND OTHER OFFICERS Division 1—Statutory GOCs (omitted) Division 2—Company GOCs (omitted) Division 3—GOCs generally 146 Application of Corporations Law to officers of GOC subsidiaries . . . . . . . . 68 147 Notice of suspected insolvency otherwise than because of direction or notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 PART 13—LEGAL CAPACITY AND POWERS Division 1—Statutory GOCs (omitted) Division 2—Company GOC subsidiaries 152 General powers of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 153 Doctrine of ultra vires etc. not revived . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Division 3—GOC may direct subsidiaries (omitted) PART 14—FINANCE (omitted) PART 15—ACQUISITION AND DISPOSAL OF ASSETS AND SUBSIDIARIES 161 Reserve power of shareholding Ministers to direct that asset not be disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 162 Disposal of main undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 163 Acquiring and disposing of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 PART 16—EMPLOYEES (omitted) PART 17—OTHER MATTERS Division 1—Subsidiaries generally 176 Application of Electoral and Administrative Review Act . . . . . . . . . . . . . . 71 177 Application of chapter to GOC subsidiaries by regulation . . . . . . . . . . . . . . 71 Division 2—Statutory GOCs (omitted) Division 3—Company GOCs 183 Application of Criminal Justice Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 184 Application of Parliamentary Commissioner Act 1974 . . . . . . . . . . . . . . . . 72

9 Government Owned Corporations (Subsidiaries) Regulation 1997 ENDNOTES 1 Index to endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . 73 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 5 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 6 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

s 1 11 s 4 Government Owned Corporations (Subsidiaries) Regulation 1997 GOVERNMENT OWNED CORPORATIONS (SUBSIDIARIES) REGULATION 1997 [as amended by all amendments that commenced on or before 7 May 1998] ˙ Short title 1. This regulation may be cited as the Government Owned Corporations (Subsidiaries) Regulation 1997 . ˙ Commencement 2. Section 8 commences on 1 July 1997. ˙ Purpose 3. This regulation provides for— (a) the application of provisions of chapter 3 (Government owned corporations (GOCs)) of the Act to certain GOC subsidiaries as if they were GOCs; and (b) the modification of the provisions for their application to the subsidiaries. ˙ Definitions 4. In this regulation— “CERC” means Central Electricity Retail Corporation Pty Ltd (A.C.N. 078 875 902). “SERC” means Southern Electricity Retail Corporation Pty Ltd (A.C.N. 078 848 549).

s 5 12 s 8 Government Owned Corporations (Subsidiaries) Regulation 1997 ˙ Application of ch 3 of Act to statutory GOC subsidiaries 5.(1) Chapter 3, and schedules 1 and 2, of the Act apply to a statutory GOC subsidiary with the changes shown in schedule 1 of this regulation. (2) Subject to the changes mentioned in subsection (1), the provisions are applied as in force immediately before the commencement of this section. (3) 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. (4) In schedule 1— “applied provisions” means the provisions of chapter 3, and schedules 1 and 2, of the Act as applying under this section. ˙ Application of ch 3 of the Act to company GOC subsidiaries 6.(1) Chapter 3 of the Act applies to a company GOC subsidiary with the changes shown in schedule 2 of this regulation (2) Subject to the changes mentioned in subsection (1), the provisions are applied as in force immediately before the commencement of this section. (3) In schedule 2— “applied provisions” means the provisions of chapter 3 of the Act as applying under this section. ˙ Limited application of regulation 7. An entity is a company GOC subsidiary for section 6 only if the entity— (a) is CERC or SERC; and (b) is a subsidiary of a company GOC. ˙ Repeal of regulation 8. The Government Owned Corporations (Statutory GOC Subsidiaries) Regulation 1994 is repealed.

13 Government Owned Corporations (Subsidiaries) Regulation 1997 ¡ SCHEDULE 1 † APPLICATION OF CHAPTER 3 OF ACT TO STATUTORY GOC SUBSIDIARIES 1 section 5 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. 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) ”.

14 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † Division 2—Company GOCs (omitted) † 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)

15 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † PART 3—SHARES AND SHAREHOLDING GOC † Division 1—Statutory GOC subsidiaries ˙ Number of shareholders 71. A subsidiary may have any number of shareholders. ˙ Shareholders need not have equal numbers of shares 72.(1) Each shareholder need not have an equal number of shares . (2) (omitted) ˙ Shareholders must be statutory GOCs 73. Each shareholder of a subsidiary must be a statutory GOC. ˙ Meaning of “shareholding GOC ” 74. Each GOC that is a shareholder of a subsidiary is the subsidiary’s “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 .

16 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † Division 2—Company GOCs (omitted) † Division 3— Subsidiaries generally ˙ Shareholders hold shares for State etc. 82. (omitted) ˙ Transfer, issue etc. of shares 83. (omitted) 2 ˙ Shareholding Ministers must act jointly 84. (omitted) ˙ Shareholding GOC not director 85.(1) A shareholding GOC of a subsidiary is not to be treated as a director of the subsidiary . (2) (omitted) (3) (omitted) (4) (omitted) 2 Section 83 is not applied under this regulation. The section applies to subsidiaries under its own force.

17 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † PART 4—MEMORANDUM AND ARTICLES (omitted) 3 † 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; (b) ensuring that, as far as possible, the subsidiary achieves, and acts in accordance with, the statement of corporate intent of each of its shareholding GOCs to the extent the statement is about the subsidiary and carries out the objectives outlined in the statement of corporate intent to the extent the objectives are about the subsidiary ; (c) accounting to each shareholding GOC of the subsidiary for the subsidiary’s performance as required by the applied provisions and other laws applying to the subsidiary ; (d) ensuring that the subsidiary otherwise performs its functions in a proper, effective and efficient way. 3 Part 4 is not applied under this regulation. The part applies to subsidiaries under its own force.

18 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) ˙ 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 proposed 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. (3) The appointment takes effect when the regulation commences. † Division 2—Company GOCs (omitted)

19 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † 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 appropriately qualified employee of the subsidiary . (2) Subsection (1) has effect subject to any directions of the subsidiary’s board. (3) In this section— “appropriately qualified” includes having qualifications, experience or standing appropriate to exercise the power. Example of standing— An employee’s classification level in the subsidiary.

20 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (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) 4 † PART 8—STATEMENT OF CORPORATE INTENT (omitted) 5 † PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted) † PART 10—GENERAL RESERVE POWERS OF SHAREHOLDING MINISTERS ˙ Exercise of reserve 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 shareholding GOC of a subsidiary notify the GOC’s board, in writing, of a public sector policy that is to apply to the GOC and its subsidiaries. 4 This part is not applied under this regulation. Under part 7, division 1 (General), section 104 (Corporate plan to apply to subsidiaries), a GOC’s corporate plan must apply to the GOC and its subsidiaries. 5 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.

21 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (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 shareholding GOC of a subsidiary 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 shareholding GOC of a subsidiary 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—

22 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (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 subsection (1)(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 the applied provisions or an Act, a subsidiary and its board are not subject to direction by or on behalf of the Government.

23 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (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 each shareholding GOC of the subsidiary . † Division 2—Company GOCs (omitted) † Division 3— Subsidiaries generally ˙ Quarterly reports 130. (omitted) 6 ˙ Matters to be included in annual report 131. (omitted) 6 Section 130 is not applied under this regulation. The section applies to subsidiaries under its own force.

24 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) ˙ Deletion of commercially sensitive matters from annual report etc. 132. (omitted) ˙ Board to keep shareholding GOC informed 133.(1) The board of a subsidiary (the “first subsidiary” ) must— (a) keep each shareholding GOC of the first subsidiary reasonably informed of the operations, financial performance and financial position of the first subsidiary and its subsidiaries, including the assets and liabilities, profits and losses and prospects of the first subsidiary and its subsidiaries; and (b) give to each shareholding GOC of the first subsidiary reports and information that the GOC requires to enable it to make informed assessments of matters mentioned in paragraph (a); and (c) if matters arise that in the board’s opinion may prevent, or significantly affect, achievement of the objectives outlined in the statement of corporate intent or targets under the corporate plan of a shareholding GOC of the first subsidiary —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 board is required to keep a shareholding GOC of a subsidiary informed, or limit the reports or information that the board is required, or may be required, to give to a shareholding GOC of a subsidiary , by the Corporations Law or another Act.

25 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † 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 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

26 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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) All of a subsidiary’s shareholding GOCs may, by each signing 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 a shareholding GOC’s board cannot deal with the 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

27 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) 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 . 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) 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

28 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) 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 the applied provisions or the Act to the subsidiary ; and (c) relevant matters required or permitted to be done under the applied provisions or the Act in relation to the subsidiary ; including, for example— (d) any relevant community service obligations of a shareholding GOC of the subsidiary ; and (e) any relevant directions, notifications or approvals given to a shareholding GOC of the subsidiary 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 a shareholding GOC of the subsidiary . (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

29 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) 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— “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—

30 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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 each shareholding GOC of the subsidiary and the shareholding Ministers of each shareholding GOC . (6) In this section— “indemnify” includes indemnify indirectly through 1 or more interposed entities. “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.

31 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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. ˙ 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

32 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) 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. ˙ 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—

33 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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 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.

34 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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 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.

35 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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 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.

36 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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 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 a shareholding GOC of the subsidiary; or (iii) a shareholding GOC of the subsidiary; or (iv) the shareholding Ministers of a shareholding GOC of the subsidiary; that the first officer knows is false or misleading in a material particular; or

37 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (b) omit from a statement concerning the subsidiary’s affairs made to— (i) another officer of the subsidiary; or (ii) an officer of a shareholding GOC of the subsidiary; or (iii) a shareholding GOC of the subsidiary; or (iv) the shareholding Ministers of a shareholding GOC of the subsidiary; 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 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 a shareholding GOC of the subsidiary; or (c) a shareholding GOC of the subsidiary; or (d) the shareholding Ministers of a shareholding GOC of the subsidiary; 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 a shareholding GOC of the subsidiary , the shareholding Ministers of a shareholding GOC of the subsidiary ,

38 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) creditors of the subsidiary or a shareholding GOC 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. † Division 2—Company GOCs (omitted) † Division 3— Subsidiaries generally ˙ Application of Corporations Law to officer of GOC subsidiaries 146. (omitted) 7 ˙ 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 shareholding GOC of a subsidiary 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 subsection (1)(b). 7 Section 146 is not applied under this regulation. The section applies to subsidiaries under its own force.

39 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (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) (7) (omitted) (8) (omitted) † 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 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

40 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (b) acquire, hold, dispose of and deal with property; and (c) appoint agents and attorneys; and (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 a shareholding GOC of the subsidiary ; and (b) any relevant directions, notifications or approvals given to a shareholding GOC of the subsidiary by the GOC’s shareholding Ministers and of which the GOC has notified the subsidiary; and

41 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (c) any relevant directions given to the subsidiary by a shareholding GOC of the subsidiary. (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 a shareholding GOC of the subsidiary, the GOC’s shareholding Ministers or the State and officers of the subsidiary . (9) In this section— “officer” of a subsidiary means—

42 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (a) a director of the subsidiary ; or (b) the subsidiary’s chief executive officer; or (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 the applied provisions and the Government Owned Corporations Act 1993 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

43 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) 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 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

44 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) (b) the subsidiary’s chief executive officer; or (c) an employee of the subsidiary . † Division 2—Company GOCs (omitted) † Division 3—GOC may direct subsidiaries (omitted) 8 † PART 14—FINANCE (omitted) 9 † 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 shareholding GOC of a subsidiary 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) 8 Division 3 is not applied under this regulation. The division applies to subsidiaries under its own force. 9 Part 14 is not applied under this regulation. The part applies to subsidiaries under its own force.

45 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) ˙ Disposal of main undertakings 162. (omitted) 10 ˙ Acquiring and disposing of subsidiaries 163. (omitted) 11 † PART 16—EMPLOYEES (omitted) 12 † 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) 13 10 Section 162 is not applied under this regulation. The section applies to subsidiaries under its own force. 11 Section 163 is not applied under this regulation The section applies to subsidiaries under its own force. 12 Part 16 is not applied under this regulation. The part applies to subsidiaries under section 164 (Part applies to subsidiaries) of the Act. 13 Section 177 gives authority for section 5, and schedule 1, of this regulation.

46 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) † 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. (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.

47 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 1 (continued) ˙ Application of Criminal Justice Act 181. A subsidiary is a unit of public administration for the purposes of the Criminal Justice Act 1989 . ˙ 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 a shareholding GOC of the subsidiary 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)

48 Government Owned Corporations (Subsidiaries) Regulation 1997 † 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. † 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

49 Government Owned Corporations (Subsidiaries) Regulation 1997 APPENDIX 1 (continued) 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 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

50 Government Owned Corporations (Subsidiaries) Regulation 1997 APPENDIX 1 (continued) (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 that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting . (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 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

51 Government Owned Corporations (Subsidiaries) Regulation 1997 APPENDIX 1 (continued) 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. (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.

52 Government Owned Corporations (Subsidiaries) Regulation 1997 APPENDIX 1 (continued) ˙ 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 public service officer when appointed as a director ceases to be public service officer , the person ceases to be a director.

53 Government Owned Corporations (Subsidiaries) Regulation 1997 † 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 the board of directors of each shareholding GOC of the subsidiary. ˙ 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.

54 Government Owned Corporations (Subsidiaries) Regulation 1997 APPENDIX 2 (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.

55 Government Owned Corporations (Subsidiaries) Regulation 1997 ¡ SCHEDULE 2 † APPLICATION OF CHAPTER 3 OF ACT TO COMPANY GOC SUBSIDIARIES 14 section 6 of this regulation † CHAPTER 3—GOVERNMENT OWNED CORPORATIONS (GOCs) † PART 1—BASIC REQUIREMENTS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Subsidiary must be proprietary company limited by shares 66. A subsidiary must be a proprietary company, and a company limited by shares, within the meaning of the Corporations Law. 14 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. Citation 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 )”.

56 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † PART 2—APPLICATION OF CORPORATIONS LAW † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Application of Corporations Law to subsidiaries 69. The Corporations Law applies to a subsidiary except so far as the applied provisions otherwise provide . ˙ Subsidiary not exempt public authority 70. A subsidiary is not an exempt public authority for the purposes of the Corporations Law. † PART 3—SHARES AND SHAREHOLDING MINISTERS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Number of shareholders 76. A subsidiary may have any number of shareholders. ˙ All shareholders must be voting shareholders 77. Each shareholder must be a voting shareholder .

57 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Shareholders must have equal number of shares (words omitted) 78.(1) Each shareholder need not have an equal number of shares . (2) (omitted ) ˙ Shareholders must be company GOCs 79.(1) Each shareholder must be a company GOC . (2) (omitted) (3) (omitted) (4) (omitted) ˙ Meaning of “shareholding GOC ” 80.(1) Each GOC that is a shareholder of a subsidiary is its “shareholding GOC ” . (2) (omitted) ˙ Resolutions without meetings 81.(1) If each shareholding GOC of a subsidiary signs a document containing a statement that it is in favour of a resolution set out in the document— (a) a resolution in those terms is taken to have been passed at a general meeting of the subsidiary held at the time at which, and on the day on which, the document is signed by the last GOC ; and (b) the subsidiary is taken to have held a general meeting at that time on that day; and (c) the document is taken to be a minute of the meeting; and (d) any document that is attached to the first document, and is signed by each shareholding GOC , is taken to have been laid before the subsidiary at the meeting; and

58 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) (e) if the resolution deals with all matters that are required to be dealt with at an annual general meeting of the subsidiary —the subsidiary is taken to have held an annual general meeting. (2) Subsection (1) applies to a resolution that is authorised or required by the Corporations Law, or the subsidiary’s memorandum or articles, to be passed at a general meeting, including a resolution— (a) appointing an officer or auditor; or (b) approving of, or agreeing to, anything. (3) For the purposes of subsection (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by a shareholding GOC , are taken to constitute a single document. (4) This section has effect for the purposes of the Corporations Law and has that effect despite anything in that Law. (5) Subsection (4) does not limit any other effect that this section may have. (6) This section does not affect any rule of law relating to the effectiveness of the assent of members of a company given to a document or anything else otherwise than at a general meeting of the company. † Division 3—GOCs generally ˙ Shareholders hold shares for State etc. 82. ( omitted ) ˙ Transfer, issue etc. of shares 83. ( omitted ) 15 15 Section 83 is not applied under this regulation. The section applies to subsidiaries under its own force.

59 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Shareholding Ministers must act jointly 84. ( omitted ) ˙ Shareholding GOCs not directors 85.(1) A shareholding GOC of a subsidiary is not to be treated as a director of the subsidiary or any subsidiary or proposed subsidiary of the subsidiary . (2) (omitted) (3) (omitted) (4) (omitted) † PART 4—MEMORANDUM AND ARTICLES (omitted) 16 † PART 5—BOARD OF DIRECTORS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Role of board 95. The role of a subsidiary’s board includes the following matters— 16 Part 4 is not applied under this regulation. Sections 89 (Shareholding Ministers of company GOC may require amendment of subsidiary’s memorandum and articles) and 90 (Memorandum and articles of company GOC and its subsidiaries must not be inconsistent with Act or Corporations Law) apply to subsidiaries under their own force.

60 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) (a) responsibility for the subsidiary’s commercial policy and management; (b) ensuring that, as far as possible, the subsidiary achieves, and acts in accordance with, the statement of corporate intent of each of its shareholding GOCs to the extent the statement is about the subsidiary and carries out the objectives outlined in the statement of corporate intent to the extent the objectives are about the subsidiary ; (c) accounting to the subsidiary’s shareholders for its performance as required by the applied provisions and other laws applying to the subsidiary ; (d) ensuring that the subsidiary otherwise performs its functions in a proper, effective and efficient way. ˙ Composition of board 96.(1) A subsidiary’s board is to consist of the number of directors that are appointed by the Governor in Council. (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 the implementation of the statement of corporate intent of each shareholding GOC of the subsidiary to the extent the statement relates to the subsidiary . (3) Subsection (1) has effect despite— (a) the subsidiary’s memorandum and articles; and (b) the Corporations Law.

61 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † PART 6—CHIEF EXECUTIVE OFFICER † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Appointment of chief executive officer 102.(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) This section has effect despite the Corporations Law. † PART 7—CORPORATE PLAN (omitted) 17 † PART 8—STATEMENT OF CORPORATE INTENT (omitted) 18 † PART 9—COMMUNITY SERVICE OBLIGATIONS (omitted) 17 This part is not applied under this regulation. Under part 7, division 1 (General), section 104 (Corporate plan to apply to subsidiaries), a GOC’s corporate plan must apply to the GOC and its subsidiaries. 18 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.

62 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † PART 10—GENERAL RESERVE POWERS OF SHAREHOLDING MINISTERS ˙ Exercise of reserve 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 shareholding GOC of a subsidiary notify the GOC’s board, in writing, of a public sector policy that is to apply to the GOC and its subsidiaries. (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 shareholding GOC of a subsidiary 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)

63 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Direction given following notice of suspected insolvency 125.(1) This section applies if— (a) the shareholding Ministers of a shareholding GOC of a subsidiary 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— (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 subsection (1)(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 the applied provisions or any Act,

64 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) a subsidiary and its board are not subject to direction by or on behalf of the Government. † PART 11—REPORTS AND OTHER ACCOUNTABILITY MATTERS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ Application of Financial Administration and Audit Act 128. (omitted) ˙ Application of Public Accounts Committee Act 129. To remove any doubt, it is declared that the Public Accounts Committee Act 1988 applies to the annual reports and financial statements of a subsidiary in the same way as it applies to the annual reports and financial statements of a statutory GOC. † Division 3—GOCs generally ˙ Quarterly reports 130. ( omitted ) 19 19 Section 130 is not applied under this regulation. The section applies to subsidiaries under its own force.

65 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Matters to be included in annual report 131.(1) Each annual report of a subsidiary (the “first subsidiary” ) must— (a) contain the information that is required to be included in the report by the shareholding Ministers of each shareholding GOC of the first subsidiary to enable an informed assessment to be made of the operations of the first subsidiary and its subsidiaries, including a comparison of the performance of the first subsidiary and its subsidiaries with each shareholding GOC’s statement of corporate intent to the extent it relates to the first subsidiary or its subsidiaries ; and (b) state the first subsidiary’s dividend policy for the financial year to which the report relates; and (c) include the statement of corporate intent of each shareholding GOC of the first subsidiary for the relevant financial year to the extent the statement relates to the first subsidiary or its subsidiaries; and (d) include particulars of any modifications made to the statement of corporate intent during the relevant financial year to the extent the modifications relate to the first subsidiary or its subsidiaries ; and (e) include particulars of any directions and notifications given to the board of a shareholding GOC of the first subsidiary by the shareholding GOC’s shareholding Ministers that relate to the relevant financial year to the extent the directions or notifications concern the first subsidiary or its subsidiaries ; and (f) include particulars of the impact on the financial position, profits and losses and prospects of the first subsidiary and its subsidiaries of any modifications to a statement of corporate intent, and any directions and notifications given to the board , of a shareholding GOC of the first subsidiary by the shareholding GOC’s shareholding Ministers, that relate to the relevant financial year to the extent the modifications, directions or notifications relate to or concern the first subsidiary or its subsidiaries .

66 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) (2) Each annual report of a subsidiary must also state whether or not, in the directors’ opinion, there are, when the statement is made, reasonable grounds to believe that the subsidiary will be able to pay its debts as and when they fall due. (3) Each annual report of a subsidiary must also include the matters that are required to be included in, or to accompany, the subsidiary’s annual return under the Corporations Law. (4) This section does not limit the matters that are required to be included in, or to accompany, a subsidiary’s annual report by the Corporations Law or another Act. ˙ Deletion of commercially sensitive matters from annual report etc. 132.(1) If a subsidiary’s board requests the shareholding Ministers of each shareholding GOC of the subsidiary to delete from the copies of an annual report of the subsidiary (and accompanying documents) that are to be made public a matter that is of a commercially sensitive nature, the shareholding Ministers may delete the matter from the copies of the annual report (and accompanying documents) that are laid before the Legislative Assembly or otherwise made public. (2) An annual report of a subsidiary may include a summary of a matter required to be included in the annual report, rather than a full statement of the matter, if— (a) the summary indicates that it is a summary only; and (b) a full statement of the matter is laid before the Legislative Assembly at the same time as a copy of the annual report is laid before the Legislative Assembly. (3) Subsections (1) and (2) have effect despite section 131 (Matters to be included in annual report) or another Act. (4) Subsection (1) has effect despite subsection (2).

67 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Board to keep shareholding Ministers informed 133.(1) The board of a subsidiary(the “first subsidiary” ) must— (a) keep each of the first subsidiary’s shareholding GOCs reasonably informed of the operations, financial performance and financial position of the first subsidiary and its subsidiaries, including the assets and liabilities, profits and losses and prospects of the first subsidiary and its subsidiaries; and (b) give to each shareholding GOC of the first subsidiary reports and information that the GOC requires to enable it to make informed assessments of matters mentioned in paragraph (a); and (c) if matters arise that in the board’s opinion may prevent, or significantly affect, achievement of the ’ objectives outlined in the statement of corporate intent or targets under the corporate plan of a shareholding GOC of the first subsidiary —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 board is required to keep a shareholding GOC of a subsidiary informed, or limit the reports or information that the board is required, or may be required, to give to a shareholding GOC of a subsidiary , by the Corporations Law or another Act. † PART 12—DUTIES AND LIABILITIES OF DIRECTORS AND OTHER OFFICERS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOCs (omitted)

68 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † Division 3—GOCs generally ˙ Application of Corporations Law to officers of GOC subsidiaries 146. ( omitted ) 20 ˙ 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 shareholding GOC of a subsidiary 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) 20 Section 146 is not applied under this regulation. The section applies to subsidiaries under its own force.

(7) (omitted) (8) (omitted) 69 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † PART 13—LEGAL CAPACITY AND POWERS † Division 1—Statutory GOCs (omitted) † Division 2—Company GOC subsidiaries ˙ General powers of subsidiaries 152.(1) A subsidiary has, in addition to powers conferred on it by the Corporations Law— (a) the power to do all things necessary or convenient to be done for, or in connection with, the performance of its functions; and (b) the powers that are conferred on it by the applied provisions or any Act. (2) Subsection (1) has effect subject to any restrictions on the subsidiary’s powers expressly imposed by the applied provisions or any Act. ˙ Doctrine of ultra vires etc. not revived 153.(1) The doctrine of ultra vires is not revived in relation to a subsidiary by the applied provisions . (2) The abolition of the doctrine by the Corporations Law is not affected by applied provisions . (3) This section is included for the removal of doubt.

70 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † Division 3—GOC may direct subsidiaries (omitted) † PART 14—FINANCE (omitted) 21 † 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 shareholding GOC of a subsidiary 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 the direction is complied with in relation to the subsidiary . (3) ( omitted ) ˙ Disposal of main undertakings 162. ( omitted ) 22 21 Part 14 is not applied under this regulation. The part applies to subsidiaries under its own force. 22 Section 162 is not applied under this regulation. The section applies to subsidiaries under its own force.

71 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) ˙ Acquiring and disposing of subsidiaries 163. ( omitted ) 23 † PART 16—EMPLOYEES (omitted) 24 † 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 ) 25 † Division 2—Statutory GOCs (omitted) 23 Section 163 is not applied under this regulation. The section applies to subsidiaries under its own force. 24 Part 16 is not applied under this regulation. The part applies to subsidiaries under section 164 (Part applies to subsidiaries) of the Act. 25 Section 177 gives authority for section 6, and schedule 2, of this regulation.

72 Government Owned Corporations (Subsidiaries) Regulation 1997 SCHEDULE 2 (continued) † Division 3—Company GOCs ˙ Application of Criminal Justice Act 183. A subsidiary is not a unit of public administration for the purposes of the Criminal Justice Act 1989 . ˙ Application of Parliamentary Commissioner Act 1974 184. The Parliamentary Commissioner Act 1974 does not apply to a subsidiary .

73 Government Owned Corporations (Subsidiaries) Regulation 1997 † ENDNOTES ´ 1 Index to endnotes Page 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 5 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 6 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 ´ 2 Date to which amendments incorporated This is the reprint date mentioned in the Reprints Act 1992, section 5(c). Accordingly, this reprint includes all amendments that commenced operation on or before 7 May 1998. Future amendments of the Government Owned Corporations (Subsidiaries) Regulation 1997 may be made in accordance with this reprint under the Reprints Act 1992, section 49. 3 ´ AIA amd ch def div exp gaz hdg ins lap notfd om o in c p para prec pres prev = = = = = = = = = = = = = = = = = = Key Key to abbreviations in list of legislation and annotations Acts Interpretation Act 1954 amended chapter definition division expires/expired gazette heading inserted lapsed notified omitted order in council page paragraph preceding present previous (prev) proc prov pt pubd R[X] RA reloc renum rep s sch sdiv SIA SL sub unnum = = = = = = = = = = = = = = = = = previously proclamation provision part published Reprint No.[X] Reprints Act 1992 relocated renumbered repealed section schedule subdivision Statutory Instruments Act 1992 subordinate legislation substituted unnumbered

74 Government Owned Corporations (Subsidiaries) Regulation 1997 ´ 4 Table of earlier reprints TABLE OF EARLIER REPRINTS [If a reprint number includes a roman letter, the reprint was released in unauthorised, electronic form only.] Reprint No. Amendments included Reprint date 1 none 26 August 1997 ´ 5 List of legislation Government Owned Corporations (Subsidiaries) Regulation 1997 SL No. 169 made by the Governor in Council on 26 June 1997 notfd gaz 26 June 1997 pp 899–900 s 8 commenced 1 July 1997 (see s 2) remaining provisions commenced on date of notification exp 26 June 2007 (see SIA s 54) as amended by— Government Owned Corporations (CERC and NERC Restructure) Regulation 1998 SL No. 69 ss 1, 2(3), 13 sch notfd gaz 2 April 1998 pp 1335–6 s 13 sch commenced 4 April 1998 (see s 2(3)) remaining provisions commenced on date of notification ´ 6 List of annotations Definitions s 4 sub 1998 No. 69 s 13 sch Limited application of regulation s 7 sub 1998 No. 69 s 13 sch © State of Queensland 1998