The Parliament of Queensland enacts—1Short titleThis Act may be cited as the State Financial Institutions and Metway Merger Amendment Act 2024.2CommencementThis Act commences on a day to be fixed by proclamation.3Act amendedThis Act amends the State Financial Institutions and Metway Merger Act 1996.Note—See also the amendments in schedule 1.4Replacement of s 4 (Object of this Act)Section 4—omit, insert—4Objects of this ActThe objects of this Act are—

(a)to provide for particular requirements about the merger of the State financial institutions mentioned in section 5 and Metway; and

(b)to provide for particular requirements in relation to Suncorp’s constitution and general obligations of Suncorp.

5Amendment of pt 6, hdg (Mandatory requirements regarding Metway Group companies’ articles)Part 6, heading, ‘Metway Group companies’ articles’—omit, insert—Suncorp’s constitution6Omission of s 63 (Application of pt 6)Section 63—omit.7Replacement of s 64 (Metway group companies’ articles to include certain provisions)Section 64—omit, insert—64Suncorp’s constitution to include particular provisions(1)The constitution of Suncorp must at all times require—

(a)the registered office of Suncorp to be located in Queensland; and

(b)at least 1 member of the board of directors to be ordinarily resident in Queensland; and

(c)the head office of Suncorp to be located in Queensland.

(2)For subsection (1)(c) and the constitution, the head office of Suncorp is located in Queensland only if—

(a)the principal operational office of the chief executive officer is located in Queensland and the chief executive officer performs their role primarily in Queensland; and

(b)the chairperson has an office in Queensland; and

(c)each group corporate services activity is wholly or partly performed in Queensland; and

(d)the usual location for the holding of Suncorp board meetings is in Queensland.

(3)In this section—group corporate services activity means each of the following activities, however described, carried out in relation to Suncorp’s Australian business—

(a)activities of the chief executive’s office;

(b)financial reporting, business development (including in relation to supporting mergers and acquisitions) and management of capital, investments and financial performance;

(c)risk management and compliance;

(d)legal and company secretariat;

(e)internal audit;

(f)technology and transformation strategy and management, including data analytics, digital enablement, cloud services, and information technology infrastructure and security;

(g)human resources;

(h)corporate affairs and government relations.

8Amendment of s 65 (Inconsistent alterations to Metway group companies’ articles have no effect)(1)Section 65, heading, ‘Metway group companies’ articles’—omit, insert—Suncorp’s constitution(2)Section 65(1)—omit, insert—(1)A special resolution of Suncorp that would, apart from this subsection, have the effect of altering Suncorp’s constitution so that the constitution would not comply with section 64 has no effect.(3)Section 65(2), ‘the company’—omit, insert—Suncorp(4)Section 65(2), ‘mandatory articles’—omit, insert—mandatory constitution provisions9Insertion of new s 66AAfter section 66—insert—66ASuncorp chief executive officer to certify complianceThe chief executive officer of Suncorp must, no later than 31 July each year, give the Treasurer a certificate stating that—

(a)throughout the 12-month period ending on the previous 30 June, Suncorp complied with section 64 and part 6A; and

(b)throughout the 12-month period ending on the next 30 June, Suncorp does not propose to act in a way that would contravene section 64 or part 6A.

10Insertion of new pts 6A and 6BAfter part 6—insert—Part 6AGeneral obligations of Suncorp69AObligation to act consistently with mandatory constitution provisionsSuncorp must at all times act in a manner that is consistent with the mandatory constitution provisions, whether or not Suncorp has modified its constitution to include the mandatory constitution provisions.69BObligation to maintain registrationSuncorp must at all times—

(a)maintain its status as a company registered with ASIC; and

(b)refrain from doing any act or making any omission that would result in Suncorp ceasing to be registered as a company with ASIC.

69CObligation to notify Treasurer of noncompliance(1)This section applies if Suncorp becomes aware of an act or omission, or of a proposed act or omission, that is or would be inconsistent with an obligation under this part.(2)Suncorp must immediately give the Treasurer written notice of the act or omission or of the proposed act or omission.Part 6BApplication of particular provisions to entity acquiring Suncorp’s Australian business69DApplication of pts 6 and 6A(1)This section applies if an entity acquires all, or substantially all, of Suncorp’s Australian business.(2)Parts 6 and 6A apply in relation to the entity as if a reference to Suncorp were a reference to the entity.11Amendment of s 75 (Guarantee fee)(1)Section 75(1), ‘whom’—omit, insert—which(2)Section 75(2)—omit, insert—(2)However, subsection (1) does not apply if the entity to which the liability was transferred is Metway or a related body corporate of Metway.(3)Section 75(3), ‘subsections (1) and (2)’—omit, insert—subsection (1)12Insertion of new pt 8After part 7—insert—Part 8Transitional provision for State Financial Institutions and Metway Merger Amendment Act 202476Application of s 64(1)Suncorp is not required to comply with the obligation under section 64 until the day that is 6 months after the commencement.(2)References in other provisions to compliance with or contravention of section 64, or to the mandatory constitution provisions, must be read as being subject to subsection (1).(3)This section does not limit section 69A.13Amendment of sch 3 (Dictionary)(1)Schedule 3, definitions articles, mandatory articles, memorandum, Metway group company, resolution and special resolution—omit.(2)Schedule 3—insert—mandatory constitution provisions means the provisions required in relation to Suncorp’s constitution by section 64.registered office see the Corporations Act, section 9.resolution see the Corporations Act, section 9.special resolution see the Corporations Act, section 9.Suncorp means Suncorp Group Limited ACN 145 290 124.Suncorp’s Australian business means the insurance business carried on in Australia by Suncorp or a related body corporate of Suncorp, other than the offering or underwriting of insurance outside Australia.(3)Schedule 3, definitions company and subsidiary, ‘Corporations Law’—omit, insert—Corporations Act(4)Schedule 3, definitions holding company, related body corporate and wholly-owned subsidiary, paragraph (b), ‘Corporations Law’—omit, insert—the Corporations Act(5)Schedule 3, definition Metway, ‘Metway Bank’—omit, insert—Suncorp-MetwaySchedule 1Other amendmentssection 3State Financial Institutions and Metway Merger Act 19961Section 66(1), (3), (7), (8) and (10), ‘a Metway group company’—omit, insert—Suncorp2Section 66(1) and (3), ‘mandatory articles’—omit, insert—mandatory constitution provisions3Section 66(2), (3), (7) and (8), ‘the company or other person’—omit, insert—Suncorp or the other person4Section 66(10), ‘the company’—omit, insert—Suncorp5Section 69(2), ‘a Metway group company’s memorandum or articles’—omit, insert—Suncorp’s constitution© State of Queensland 2024