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This is a Bill, not an Act. For current law, see the Acts databases.
TERRITORY OWNED CORPORATIONS AMENDMENT BILL 2004
2004
THE LEGISLATIVE ASSEMBLY
FOR THE AUSTRALIAN CAPITAL
TERRITORY
(As presented)
(Treasurer)
Territory
Owned Corporations Amendment Bill 2004
Contents
Page
2004
THE LEGISLATIVE ASSEMBLY
FOR THE AUSTRALIAN CAPITAL
TERRITORY
(As presented)
(Treasurer)
Territory Owned
Corporations Amendment Bill 2004
A Bill for
An Act to amend the
Territory Owned
Corporations Act 1990, and for other purposes
The Legislative Assembly for the Australian Capital Territory enacts as
follows:
This Act is the Territory Owned Corporations Amendment
Act 2004.
This Act commences on the day after its notification day.
Note The naming and commencement provisions automatically commence
on the notification day (see Legislation Act, s 75 (1)).
This Act amends the Territory Owned Corporations Act 1990.
Note This Act also amends the Financial Management Act 1996
(see sch 1).
insert
2 Dictionary
The dictionary at the end of this Act is part of this Act.
Note 1 The dictionary at the end of this Act defines certain terms
used in this Act, and includes references (signpost definitions)
to other terms defined elsewhere.
For example, the signpost definition
‘department—see Financial Management Act 1996,
dictionary.’ means that the term ‘department’ is defined in
that dictionary.
Note 2 A definition in the dictionary (including a signpost
definition) applies to the entire Act unless the definition, or another
provision of the Act, provides otherwise or the contrary intention otherwise
appears (see Legislation Act, s 155 and s 156 (1)).
5 Definitions
for ActSection 3 (1), definitions of
borrowing, group, subsidiary and voting
shareholder
omit
6 Section
3 (1), definitions (as amended)
relocate to dictionary
substitute
3 Notes
A note included in this Act is explanatory and is not part of this
Act.
Note See Legislation Act, s 127 (1), (4) and (5) for the legal
status of notes.
substitute
7 Main objectives of
corporations
(1) The main objectives of a Territory owned corporation or subsidiary
are—
(a) to operate at least as efficiently as any comparable business;
and
(b) to maximise the sustainable return to the Territory on its investment
in the corporation or subsidiary in accordance with the performance targets in
the latest statement of corporate intent of the corporation; and
(c) to show a sense of social responsibility by having regard to the
interests of the community in which it operates, and by trying to accommodate or
encourage those interests; and
(d) if its activities affect the environment—to operate in
accordance with the object of ecologically sustainable development.
(2) The main objectives of the company are of equal importance.
(3) In this section:
ecologically sustainable development means the effective
integration of environmental and economic considerations in decision-making
processes achievable through implementation of the following
principles:
(a) the precautionary principle;
(b) the inter-generational equity principle;
(c) conservation of biological diversity and ecological
integrity;
(d) improved valuation and pricing of environmental resources.
inter-generational equity principle means that the present
generation should ensure that the health, diversity and productivity of the
environment is maintained or enhanced for the benefit of future
generations.
precautionary principle means that, if there is a threat of
serious or irreversible environmental damage, a lack of full scientific
certainty should not be used as a reason for postponing measures to prevent
environmental degradation.
substitute
8 Status of Territory owned corporations and
subsidiaries
(1) A Territory owned corporation or subsidiary is not, only because of
its status as a Territory owned corporation or subsidiary—
(a) the Territory; or
(b) a representative of the Territory; or
(c) a government entity under the Legislation Act, section 121 (Binding
effect of Acts).
(2) Accordingly, a Territory owned corporation or subsidiary is not, only
because of its status as a Territory owned corporation or
subsidiary—
(a) entitled to any immunity or privilege of the Territory; or
(b) exempt from a tax, duty, fee or charge payable under an Act.
(3) Also, the Territory is liable for the debts and other liabilities of a
Territory owned corporation or subsidiary only if—
(a) this or another Act provides that the Territory is liable;
or
(b) the Territory agrees to be liable.
(4) This section has effect despite the Legislation Act, section
121.
substitute
15 Provision of information
(1) A Territory owned corporation or subsidiary must, if asked in writing
by the voting shareholders, prepare and give to the voting shareholders
periodical financial statements, performance reports and any other information
about the corporation or subsidiary asked for.
(2) The request may state the format and contents of the information asked
for, and the period for which it is to be prepared and given.
(3) A Territory owned corporation or subsidiary must comply with the
request within 1 month after the day it receives the request, unless the voting
shareholders extend the time for compliance.
11 Acquisition
and disposal of subsidiaries and
undertakingsNew section 16 (1)
(aa)
insert
(aa) acquire an undertaking that could reasonably be expected to become a
main undertaking; or
12 New
section 16 (1) (ca)
insert
(ca) enter into, or make a significant change to the nature or extent of
its interest in, a partnership, trust or unincorporated joint venture or similar
arrangement; or
renumber paragraphs when Act next republished under Legislation
Act
omit
subsection (1) (a), (b) or (c)
substitute
subsection (1) (a), (aa), (b), (c) or (ca)
15 New
section 16 (5) and (6)
insert
(5) For this section an undertaking of a Territory owned corporation or
subsidiary is a main undertaking for the corporation or subsidiary
if—
(a) it is a main undertaking when interpreted in accordance with the
accounting standards relating to materiality practised in Australia at the time
the decision about whether it is a main undertaking is made; or
(b) a document published by the corporation or subsidiary identifies it as
a main undertaking (however described); or
(c) a memorandum of understanding between the corporation or subsidiary
and the voting shareholders identifies it as a main undertaking (however
described); or
(d) it is declared under the regulations to be a main undertaking.
(6) For this section, an asset, a part of the undertakings or assets, or a
change to the nature or extent of an interest of a Territory owned corporation
or subsidiary is significant for the corporation or subsidiary
if—
(a) it is significant when interpreted in accordance with the accounting
standards relating to materiality practised in Australia at the time the
decision about whether it is significant is made; or
(b) a document published by the corporation or subsidiary identifies it as
significant (however described); or
(c) a memorandum of understanding between the corporation or subsidiary
and the voting shareholders identifies it as significant (however described);
or
(d) it is declared under the regulations to be significant.
insert
16A Obligation to tell shareholders about significant
events
(1) This section applies if the directors of a Territory owned corporation
or subsidiary become aware of any significant event that affects, or seems
likely to affect—
(a) the value of the corporation or subsidiary; or
(b) a significant part of the assets of the corporation or subsidiary;
or
(c) the performance of the corporation or subsidiary as a whole;
or
(d) the carrying out of a significant activity of the corporation or
subsidiary.
Examples of significant
events
1 new ventures
2 significant changes to existing activities
Example of significant
activities
activities involving significant risk or likely to attract adverse
publicity
Note An example is part of the Act, is not exhaustive and may
extend, but does not limit, the meaning of the provision in which it appears
(see Legislation Act, s 126 and s 132).
(2) The directors of the corporation or subsidiary must, as soon as
practicable after becoming aware of the event, tell the voting shareholders
about the event.
(3) For this section, an event is significant for the
Territory owned corporation or subsidiary if—
(a) it is significant when interpreted in accordance with the accounting
standards relating to materiality ordinarily used in Australia at the time the
decision about whether it is significant is made; or
(b) a document published by the corporation or subsidiary identifies it as
significant (however described); or
(c) a memorandum of understanding between the corporation or subsidiary
and the voting shareholders identifies it as significant (however described);
or
(c) it is declared under the regulations to be significant.
(4) In this section:
event includes an activity.
insert
17A Application of government
policies
(1) After consulting with the directors of a Territory owned corporation
or subsidiary, the voting shareholders may tell the corporation or subsidiary,
in writing, the general government policies (the applicable
policies) that are to apply to the corporation or subsidiary.
(2) The directors of the Territory owned corporation or subsidiary must
ensure that the applicable policies are, as far as practicable, complied with by
the corporation or subsidiary.
insert
18A Audit committee
(1) The directors of a Territory owned corporation must establish an audit
committee.
(2) An executive director or senior manager of the corporation must not be
a member of the audit committee.
(3) The audit committee has the following functions:
(a) helping the corporation and its directors comply with relevant
legislation;
(b) providing a forum for communication between the directors and senior
managers of the corporation and the auditor-general;
(c) oversighting risk management;
(d) reviewing accounting and reporting structures;
(e) monitoring internal controls and performance;
(f) undertaking reviews or investigations at the request of the
directors.
19 Borrowing
otherwise than from TerritorySection 25
(1), new note
insert
Note The Treasurer may approve limits for more than 1 financial year
in a single approval (see Legislation Act, s 49 (Single instrument may exercise
several powers or satisfy several requirements)).
insert
(5) The Treasurer must not delegate the Treasurer’s function under
subsection (1).
in part 4, insert
28A Guarantees by corporation
(1) A Territory owned corporation or subsidiary must not give a guarantee
for the payment of money or the performance of an obligation without the
Treasurer’s prior written approval.
(2) An approval may be subject to conditions stated in the
approval.
insert
33C Investment of surplus funds
(1) A Territory owned corporation or subsidiary may invest any money that
is not immediately needed for the purposes of the corporation or
subsidiary—
(a) on deposit with an authorised deposit-taking institution; or
(b) in Territory, State or Commonwealth securities; or
(c) by the Treasurer, for the Territory owned corporation, in an
investment mentioned in the Financial Management Act 1996, section 38 (1)
(a) to (e); or
(d) in any other investment approved by the directors of the corporation
or subsidiary.
(2) Transfers of money for investment, including transfers between the
Territory banking account and the banking account of the Territory owned
corporation or subsidiary to facilitate investment, may be made without
appropriation.
(3) Interest received from the investment of money under this section must
be paid to the banking account of the Territory owned corporation or
subsidiary.
(4) However, if the investment is made or managed for the Territory owned
corporation or subsidiary by a department, the department may deduct from
interest received by the department for the investment—
(a) a fee for making or managing the investment; and
(b) expenses reasonably incurred by the department in making or managing
the investment.
(5) Interest that is to be paid to the Territory owned corporation or
subsidiary may be paid direct to the corporation or subsidiary or through the
Territory banking account.
(6) If interest to be paid to the Territory owned corporation or
subsidiary is paid into the Territory banking account, it may be transferred to
the corporation or subsidiary without appropriation.
(7) This section does not apply to money held on trust by the Territory
owned corporation or subsidiary.
23 Modifications
in relation to ACTEW Corporation
LimitedSchedule 4, clause
1
substitute
1 Meaning of company
In this schedule:
company means ACTEW Corporation Limited.
omit
omit
(5)
insert
(7)
26 Modifications
in relation to ACTTAB LimitedSchedule 5,
clause 1
substitute
1 Meaning of company
In this schedule:
company means ACTTAB Limited.
omit
(4)
insert
(7)
insert
Dictionary
(see s 2)
Note 1 The Legislation Act contains definitions and other provisions
relevant to this Act.
Note 2 For example, the Legislation Act, dict, pt 1, defines the
following terms:
• Chief Minister
• Corporations Act
• financial year
• function
• Legislation Act
• Legislative Assembly
• liability
• the Territory
• Treasurer
• under.
borrowing, in relation to a Territory owned corporation or
subsidiary, includes raising money or obtaining credit, whether by entering into
a financing lease, dealing with securities or otherwise, but does not include
obtaining credit in a transaction forming part of the day-to-day operations of
the corporation or subsidiary.
Example
If a Territory owned corporation or subsidiary obtains credit by entering
into a financing lease as part of its day-to-day operations, the transaction is
not borrowing.
Note An example is part of the Act, is not exhaustive and may
extend, but does not limit, the meaning of the provision in which it appears
(see Legislation Act, s 126 and s 132).
department—see the Financial Management Act
1996, dictionary.
financing lease means a lease under which, in effect, the
lessor transfers to the lessee substantially all the risks and benefits incident
to ownership of the leased asset (whether or not ownership is, or is to be,
transferred).
group means a Territory owned corporation and any
subsidiary.
subsidiary means a corporation—
(a) that under the Corporations Act is a subsidiary of a Territory owned
corporation; and
(b) all of the issued share capital of which is held by or on behalf of
the Territory owned corporation.
voting shareholder means—
(a) in relation to a Territory owned corporation—the holder of a
share in the corporation that gives the right to vote at a general meeting;
and
(b) in relation to a group—a voting shareholder of the Territory
owned corporation that is the holding company of the group; and
(c) in relation to a subsidiary—a voting shareholder of the
Territory owned corporation that is the ultimate holding company of the
subsidiary.
voting shareholders means the voting shareholders acting in
concert.
Schedule
1 Financial Management Act
1996—consequential amendments
(see s 3)
[1.1] Dictionary,
definition of public money, paragraph (b)
substitute
(b) money received by a Territory owned corporation or subsidiary of a
Territory owned corporation; or
(ba) money received by the Territory from a Territory owned corporation or
subsidiary of a Territory owned corporation for investment for the corporation
or subsidiary; or
[1.2] Dictionary,
definition of public money
renumber paragraphs when Act next republished under Legislation
Act
[1.3] Dictionary,
new definition of subsidiary
insert
subsidiary—see the Territory Owned Corporations Act
1990, dictionary.
Endnotes
1 Presentation speech
Presentation speech made in the Legislative Assembly on 2004.
2 Notification
Notified under the Legislation Act on 2004.
3 Republications of amended laws
For the latest republication of amended laws, see
www.legislation.act.gov.au.
© Australian Capital Territory
2004
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