Victorian Current Acts Victorian Current ActsSchedule 1—Provisions applying to the electricity corporations
Sch. 1 cl. 1 amended by No. 53/1994 ss 22(a)(b), 23(2)(a).
1 Delegation
An electricity corporation may, by instrument under its official seal, delegate to—
(a) a director; or
(b) an officer of the corporation by name or the holder of an office within the corporation; or
(c) the members of a committee established by the corporation; or
(d) with the consent of the Minister, any other person—
any power of the corporation, other than—
(e) this power of delegation; and
(f) any power to make by-laws; and
(g) any power to set a tariff or make or levy rates; and
(h) any other power that is prescribed for the purposes of this clause.
Sch. 1 cl. 2 amended by No. 53/1994 s. 22(c)(d).
2 Board of directors
(1) There shall be a board of directors of each electricity corporation consisting of not less than 3, and not more than 9, directors appointed in accordance with this Act.
(2) A board—
(a) is responsible for the management of the affairs of the electricity corporation; and
(b) may exercise the powers of the electricity corporation.
3 Constitution of board
The board of directors of an electricity corporation shall consist of—
(a) a chairperson;
(b) if there is a chief executive officer of the corporation, the chief executive officer;
(c) subject to clause 2, such number of general directors as the Minister and Treasurer determine.
Sch. 1 cl. 4 amended by No. 53/1994 s. 22(f)(g).
4 Appointment of directors
(1) The chairperson and other directors of an electricity corporation, other than the chief executive officer, shall be appointed by the Governor in Council, having regard to the expertise necessary for the corporation, other than the chief executive officer, to achieve its objectives.
Sch. 1 cl. 4(2) amended by No. 46/1998
s. 7(Sch. 1), substituted by
No. 108/2004 s. 117(1) (Sch. 3 item 63.2).
(2) The Public Administration Act 2004 (other than Part 5 of that Act) does not apply to a director of an electricity corporation in respect of the office of director.
5 Terms and conditions of appointment
(1) A director of an electricity corporation appointed under clause 4 shall be appointed for such term, not exceeding 3 years, as is specified in the instrument of appointment, but is eligible for re‑appointment.
(2) A director of an electricity corporation appointed under clause 4 holds office, subject to this Act, on such terms and conditions as are determined by the Minister and Treasurer.
Sch. 1 cl. 5(3) repealed by No. 42/1995 s. 224(Sch. 2 item 13.3).
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(1) The board of an electricity corporation may appoint a person approved by the Minister, after consultation with the Treasurer, as the chief executive officer of the corporation.
(2) A chief executive officer holds office, subject to this Act, on a full-time basis and on such terms and conditions as are determined by the board and specified in the instrument of appointment.
(3) The board of an electricity corporation may remove the chief executive officer from office.
7 Vacancies, resignations, removal from office
(1) The office of a director of an electricity corporation appointed under clause 4 becomes vacant if the director—
(a) without the board's approval, fails to attend 3 consecutive meetings of the board; or
Sch. 1 cl. 7(1)(b) repealed by No. 42/1995 s. 224(Sch. 2 item 13.3).
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(c) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit; or
(d) is convicted of an indictable offence or an offence which, if committed in Victoria, would be an indictable offence.
(2) A director appointed under clause 4 may resign by writing delivered to the Minister and the Treasurer.
(3) The Governor in Council may remove a director appointed under clause 4, or all directors so appointed, from office.
(4) If a director appointed under clause 4 of an electricity corporation—
(a) is convicted of an offence relating to his or her duties as a director; or
(b) fails, without reasonable excuse, to comply with clause 12—
the director must be removed from office by the Governor in Council.
8 Validity of decisions
(1) An act or decision of a board of an electricity corporation is not invalid merely because of—
(a) a defect or irregularity in, or in connection with, the appointment of a director; or
(b) a vacancy in the membership of the board, including a vacancy arising from the failure to appoint an original director.
(2) Anything done by or in relation to a person purporting to act as chairperson or as a director is not invalid merely because—
(a) the occasion for the appointment has not arisen; or
(b) there was a defect or irregularity in relation to the appointment; or
(c) the appointment had ceased to have effect; or
(d) the occasion for the person to act had not arisen or had ceased.
9 Proceedings of a board
Sch. 1 cl. 9(1) amended by No. 53/1994 s. 23(2)(b).
(1) Subject to subclause (2), meetings of a board of an electricity corporation shall be held at such times and places as the board determines.
(2) The chairperson may at any time convene a meeting but must do so when requested by a director.
(3) A majority of the directors for the time being constitutes a quorum of a board.
(4) A question arising at a meeting shall be determined by a majority of votes of directors present and voting on that question and, if voting is equal, the person presiding has a casting, as well as a deliberative, vote.
(5) A board must ensure that minutes are kept of each of its meetings.
(6) Subject to this Act, a board may regulate its own proceedings.
Sch. 1 cl. 10 amended by No. 53/1994 s. 23(2)(c).
10 Resolutions without meetings
(1) If the directors of an electricity corporation for the time being (other than a director who is absent from Australia when the other directors sign) sign a document containing a statement that those directors are in favour of a resolution in terms set out in the document, a resolution in those terms shall be 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, on the day on which the last director to sign 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 be advised as soon as practicable and given a copy of the terms of the resolution.
(3) For the purposes of subclause (1), two or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, shall be taken to constitute one document.
Sch. 1 cl. 11 repealed by No. 53/1994 s. 22(e).
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Sch. 1 cl. 12 amended by No. 53/1994 s. 23(2)(d).
12 Disclosure of interests
(1) If—
(a) a director of an electricity corporation has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the board; and
(b) the interest could conflict with the proper performance of the director's duties in relation to the consideration of the matter—
the director, as soon as practicable after the relevant facts come to the director's knowledge, must disclose the nature of the interest at a meeting of the board.
(2) A disclosure under subclause (1) must be recorded in the minutes of the meeting and, unless the Minister or the board otherwise determines, the director—
(a) must not be present during any deliberation of the board in relation to the matter; and
(b) must not take part in any decision of the board in relation to the matter.
(3) For the purpose of the making of a determination by the board under subclause (2) in relation to a director who has made a disclosure under subclause (1), a director who has a direct or indirect pecuniary interest in the matter to which the disclosure relates—
(a) must not be present during any deliberation of the board for the purpose of making the determination; and
(b) must not take part in the making by the board of the determination.
(4) Subclause (1) does not apply in relation to a matter relating to the supply of goods or services to the director if the goods or services are, or are to be, available to members of the public on the same terms and conditions.
Sch. 2 amended by No. 10/1998
s. 10(1)(b), repealed by No. 69/2000 s. 19.
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Sch. 3 amended by No. 11/2024 s. 77.