(1) Assets, rights and liabilities of the State or an authority of the State and forming part of or relating to an undertaking carried on by or under the authority of a Minister, Department or Administrative Office, or under the executive authority of the State, may be transferred to a company SOC or any of its subsidiaries, in exchange for the issue of shares or on any other basis.
(1) A voting shareholder of a company SOC may authorise any Minister to act for and on behalf of the voting shareholder in his or her capacity as a voting shareholder while he or she is unavailable (by reason of his or her absence or disability or for any other reason). (2) If a Minister is authorised under this section to act for and on behalf of a voting shareholder, any function of a voting shareholder may, while the authority remains in force, be exercised from time to time by the Minister instead of by that voting shareholder. However, the Minister authorised under this section may not exercise the function of authorising another Minister under this section. (3) Any act, matter or thing done or omitted to be done by a Minister while acting for or on behalf of a voting shareholder pursuant to an authority under this section is to be as valid and have the same consequences as if the act, matter or thing had been done or omitted to be done by that voting shareholder. (4) A Minister who purports to act for or on behalf of a voting shareholder is presumed, until the contrary is proved, to be authorised under this section. (5) An authority under this section may be revoked by the voting shareholder who granted it, or by the Premier. (6) An authority under this section operates until:
(a) the end of the term specified in the authority, or (b) the authority is revoked, or (c) the voting shareholder who granted the authority ceases to be a voting shareholder, or (d) by virtue of this or any other Act, the Minister authorised under the authority becomes a person who cannot be a voting shareholder of the company SOC, whichever occurs first. (7) In the constitution of the company SOC of which the Minister is a voting shareholder, and in any Act or instrument, a reference to a voting shareholder under this Act includes a reference to any Minister who is acting for or on behalf of a voting shareholder pursuant to an authority under this section.
(1) If a Minister wishes a company SOC to perform activities, or to cease to perform activities, or not to perform activities, in circumstances where the board considers that it is not in the commercial interests of the SOC to do so, that Minister with the approval of the Treasurer may, by written notice to the board, direct the SOC to do so in accordance with any requirements set out or referred to in the notice.
(1) A company SOC must from time to time pay to the Treasurer for payment into the Consolidated Fund such amounts as the Tax Assessor determines to be equivalent to the amounts that would be payable by the SOC if it were liable to pay taxes under the law of the Commonwealth. (2) The SOC is not required to make payments under this section to the extent that it is or becomes liable to pay any such taxes. (3) Payments are to be made under this section on such terms as the Tax Assessor determines to be equivalent to the terms on which the amounts would be payable (including terms as to instalments and times of payment) if the SOC were liable to pay corresponding taxes under the law of the Commonwealth. (4) The SOC and the Treasurer may enter into agreements regarding the amounts to be paid under this section or the terms on which they are to be paid, and any such agreements have effect despite anything in subsections (1) and (3).
(1) The obligations of a company SOC or any of its subsidiaries are not guaranteed by the State of New South Wales, except to the extent that the board of the SOC and voting shareholders agree in writing.
(1) In this section: exempt matter means:
(a) the formation of, or the acquisition of shares in, a company in anticipation of the establishment of a company SOC, or (b) the registration of such a company, or (c) the issue or transfer of shares of a company SOC or any of its subsidiaries to eligible Ministers, or (d) the transfer of assets, rights or liabilities to a company SOC or any of its subsidiaries from the State, any authority of the State or any subsidiary of an authority of the State, or (e) giving effect to any of the above. tax includes stamp duty and any other tax, duty, fee, levy or charge, but does not include tax-equivalents.
(1) A company SOC or any of its subsidiaries may not acquire or dispose of fixed assets or investments, including shares in a company, without the prior written approval of the voting shareholders:
(a) where the total assets and investments being acquired or disposed of (together with any other such acquisitions or dispositions during the last 12 months) represent an amount in excess of the prescribed percentage of the written down value of the SOC’s consolidated fixed assets and investments as disclosed in its last audited accounts, or (b) where it could reasonably be expected that the inclusion or exclusion, respectively, of the total current year’s profit or loss of such acquisition or disposition (together with any other such acquisitions or dispositions during that year) would result in an increase in or diminution of the SOC’s consolidated pre-tax operating profit or loss for the year of acquisition or disposal in excess of the prescribed percentage compared with that consolidated pre-tax operating profit or loss disclosed in its last audited accounts. (2) In the case of an acquisition to which this section applies, the amount is the cost price of the asset or investment. (3) In the case of a disposition to which this section applies, the amount is the book value or the consideration on disposal, whichever is the greater.
(1) Assets, rights and liabilities of the State or an authority of the State and forming part of or relating to an undertaking carried on by or under the authority of a Minister or a government entity, or under the executive authority of the State, may be transferred to a statutory SOC or any of its subsidiaries, in exchange for the issue of shares or on any other basis.
(1) A statutory SOC is to have a share capital and shares as provided in its constitution.
(1) A voting shareholder of a statutory SOC may authorise any Minister to act for and on behalf of the voting shareholder in his or her capacity as a voting shareholder while he or she is unavailable (by reason of his or her absence or disability or for any other reason). (2) If a Minister is authorised under this section to act for and on behalf of a voting shareholder, any function of a voting shareholder may, while the authority remains in force, be exercised from time to time by the Minister instead of by that voting shareholder. However, the Minister authorised under this section may not exercise the function of authorising another Minister under this section. (3) Any act, matter or thing done or omitted to be done by a Minister while acting for or on behalf of a voting shareholder pursuant to an authority under this section is to be as valid and have the same consequences as if the act, matter or thing had been done or omitted to be done by that voting shareholder. (4) A Minister who purports to act for or on behalf of a voting shareholder is presumed, until the contrary is proved, to be authorised under this section. (5) An authority under this section may be revoked by the voting shareholder who granted it, or by the Premier. (6) An authority under this section operates until:
(a) the end of the term specified in the authority, or (b) the authority is revoked, or (c) the voting shareholder who granted the authority ceases to be a voting shareholder, or (d) by virtue of this or any other Act, the Minister authorised under the authority becomes a person who cannot be a voting shareholder of the statutory SOC, whichever occurs first. (7) In the constitution of the statutory SOC of which the Minister is a voting shareholder, and in any Act or instrument, a reference to a voting shareholder under this Act includes a reference to any Minister who is acting for or on behalf of a voting shareholder.
(1) There is to be a board of directors of a statutory SOC. (2) The board is to consist of not fewer than 3 and not more than 7 directors appointed by the Governor on the recommendation of the voting shareholders.
(1) Every statutory SOC is to have a chief executive officer.
(1) A statutory SOC may employ such staff as it requires to exercise its functions. (2) A statutory SOC may fix the salary, wages and conditions of its staff in so far as they are not fixed by or under any other Act or law.
(1) If the portfolio Minister wishes a statutory SOC to perform activities, or to cease to perform activities, or not to perform activities, in circumstances where the board considers that it is not in the commercial interests of the SOC to do so, that Minister with the approval of the Treasurer may, by written notice to the board, direct the SOC to do so in accordance with any requirements set out or referred to in the notice.
(1) The portfolio Minister with the approval of the Treasurer may notify the board of a statutory SOC, in writing, of a public sector policy that is to apply to the SOC and its subsidiaries if the portfolio Minister is satisfied that it is necessary to give the notification in the public interest. (2) The board must ensure that the policy is carried out in relation to the SOC and must, as far as practicable, ensure that the policy is carried out in relation to its subsidiaries.
(1) The portfolio Minister with the approval of the Treasurer may give the board of a statutory SOC a written direction in relation to the SOC and its subsidiaries if the portfolio Minister is satisfied that, because of exceptional circumstances, it is necessary to give the direction in the public interest. (2) The board must ensure that the direction is carried out in relation to the SOC and must, as far as practicable, ensure that the direction is complied with in relation to its subsidiaries.
(1) A statutory SOC is to have a memorandum and articles of association (its constitution). (2) As far as practicable, the constitution of a statutory SOC is to have the same operation and effect in relation to the SOC as the constitution of a company has in relation to the company. (3) The constitution of a statutory SOC may contain matters that, for a company, would be found in the . Corporations Law
(1) A statutory SOC is to have a share dividend scheme, as provided in its constitution, in a form approved by the Treasurer.
(1) A statutory SOC must from time to time pay to the Treasurer for payment into the Consolidated Fund such amounts as the Tax Assessor determines to be equivalent to the amounts that would be payable by the SOC if it were liable to pay taxes under the law of the Commonwealth. (2) The SOC is not required to make payments under this section to the extent that it is or becomes liable to pay any such taxes. (3) Payments are to be made under this section on such terms as the Tax Assessor determines to be equivalent to the terms on which the amounts would be payable (including terms as to instalments and times of payment) if the SOC were liable to pay corresponding taxes under the law of the Commonwealth. (4) The SOC and the Treasurer may enter into agreements regarding the amounts to be paid under this section or the terms on which they are to be paid, and any such agreements have effect despite anything in subsections (1) and (3).
(1) The obligations of a statutory SOC or any of its subsidiaries are not guaranteed by the State of New South Wales, except to the extent that the board of the SOC and the voting shareholders agree in writing.
(1) In this section: exempt matter means:
(a) the issue or transfer of shares of a statutory SOC or any of its subsidiaries to eligible Ministers, or (b) the transfer of assets, rights or liabilities to a statutory SOC or any of its subsidiaries from the State, any authority of the State or any subsidiary of an authority of the State, or (c) giving effect to any of the above. tax includes stamp duty and any other tax, duty, fee, levy or charge, but does not include tax-equivalents.
(1) A statutory SOC may, subject to this section:
(a) form or participate in the formation of private corporations, and (b) acquire interests in private corporations, and (c) sell or otherwise dispose of interests in private corporations, whether or not the activities or proposed activities of any such private corporation are related to the functions of the SOC as set out in its foundation charter.
(1) A statutory SOC or any of its subsidiaries may not acquire or dispose of fixed assets or investments, including shares in a company, without the prior written approval of the voting shareholders:
(a) where the total assets and investments being acquired or disposed of (together with any other such acquisitions or dispositions during the last 12 months) represent an amount in excess of the prescribed percentage of the written down value of the SOC’s consolidated fixed assets and investments as disclosed in its last audited accounts, or (b) where it could reasonably be expected that the inclusion or exclusion, respectively, of the total current year’s profit or loss of such acquisition or disposition (together with any other such acquisitions or dispositions during that year) would result in an increase in or diminution of the SOC’s consolidated pre-tax operating profit or loss for the year of acquisition or disposal in excess of the prescribed percentage compared with that consolidated pre-tax operating profit or loss disclosed in its last audited accounts. (2) In the case of an acquisition to which this section applies, the amount is the cost price of the asset or investment. (3) In the case of a disposition to which this section applies, the amount is the book value or the consideration or disposal, whichever is the greater.
(1) A statutory SOC has, for or in connection with the performance of its functions, all the powers of a natural person, including for example, the power:
(a) to enter into contracts, and (b) to acquire, hold, dispose of and deal with property, and (c) to appoint agents and attorneys, and (d) to charge, and fix terms, for goods, services and information supplied by it, and (e) to engage consultants, and (f) to do all other things necessary or convenient to be done for, or in connection with, the performance of its functions.
(1) Section 20ZB has effect in relation to a statutory SOC subject to any restrictions on the SOC’s powers expressly imposed by or under this or another Act. (2) Section 20ZB also has effect in relation to the SOC subject to any restrictions expressly imposed by:
(a) the SOC’s constitution, and (b) any relevant statement of corporate intent of the SOC, and (c) any relevant directions, notifications or approvals given to the SOC by the SOC’s voting shareholders or portfolio Minister. (3) If:
(a) the SOC exercises a power contrary to a restriction mentioned in subsection (1) or (2), or (b) the SOC’s foundation charter sets out the SOC’s objects or functions and the SOC does an act otherwise than in pursuance of the objects or functions, the SOC contravenes this subsection.
(1) A person having dealings with a statutory SOC is entitled to make, in relation to those dealings, the assumptions referred to in subsection (3). In any proceedings relating to those dealings, any assertion by the SOC that the matters that the person is so entitled to assume were not correct must be disregarded.
(1) Within 4 months after the end of each financial year of a company SOC (or such other time as may be prescribed by regulations under this Act), the board is required to deliver to the voting shareholders:
(a) an annual report of the operations of the SOC and of its subsidiaries during that financial year, and (b) financial statements for that financial year, audited by the Auditor-General, being financial statements that conform to the requirements of the or any other law applying to the financial statements of the SOC, and Companies (New South Wales) Code (c) the Auditor-General’s report on those financial statements. (2) Every report under subsection (1) (a) must:
(a) contain such information as is required by the voting shareholders to enable an informed assessment of the operations of the company SOC and its subsidiaries, including a comparison of the performance of the SOC and subsidiaries with the relevant statement of corporate intent, and (b) state the dividend payable to the State by the SOC for the financial year to which the report relates. (3) Every report under subsection (1) (c) must conform to the requirements of similar reports under the or any other applicable law. Companies (New South Wales) Code (3A) Each annual report is to include a section that:
(a) identifies any actual departures from the performance targets (including financial targets) set out in the statement of corporate intent for the SOC for the period to which the report relates, and (b) sets out the reasons for each of the departures from the performance targets.
(1) Part 3 of the applies to statutory SOCs and their subsidiaries, and they are statutory bodies for the purposes of that Part. Public Finance and Audit Act 1983
(1) A Minister is required to lay, or cause to be laid, the following before each House of Parliament:
(a) a copy of the memorandum and articles of association of each State owned corporation, within 14 sitting days after the date of the memorandum and articles or the date on which the corporation became a State owned corporation (whichever is the later), (b) a copy of the memorandum and articles of association of each subsidiary of each State owned corporation, within 14 sitting days after the date of the memorandum and articles or the date on which the subsidiary became a subsidiary of the corporation (whichever is the later), (c) a copy of any change to the memorandum or articles of association of a State owned corporation or any of its subsidiaries, within 14 sitting days after the date of the change, (d) a copy of the completed statement of corporate intent for a State owned corporation, within 14 sitting days after the date the voting shareholders received it, (e) a copy of any modification to a completed statement of corporate intent for a State owned corporation made after a copy of the statement was laid before the House, within 14 sitting days after the date the modification was made, (f) a copy of any notice given under section 21 (6) directing the board of a State owned corporation not to make a modification of a statement of corporate intent, within 14 sitting days after the date the notice was given, (g) a copy of any notice given under section 21 (7) directing the inclusion of matters in or the omission of matters from a statement of corporate intent, within 14 sitting days after the date the notice was given, (h) a copy of each half-yearly report of a State owned corporation, within 14 sitting days after the date the voting shareholders received it, (i) a copy of the annual report, audited financial statements, and the Auditor-General’s report on those statements, of a State owned corporation, delivered to the voting shareholders under section 24, within 14 sitting days after the date of the annual general meeting of the corporation, (j) a copy of any notice given by a Minister under section 11 or 20N to the board of a State owned corporation directing the corporation to perform activities, or to cease to perform activities, or not to perform activities, within 14 sitting days after the date the notice was given, (k) a copy of any notice given by voting shareholders under the memorandum or articles of association of a State owned corporation to the board as to the amount of a dividend, within 14 sitting days after the date the notice was given, (l) a copy of any written approval given by voting shareholders under section 18, 19 or 20 or section 20W, 20X or 20Y, within 14 sitting days after the date the approval was given, (m) a copy of any notice given by the Treasurer under section 19 (7) or 20X (7), within 14 sitting days after the date the notice was given, (n) a copy of any written instrument under section 17 (3) or 20V (3), within 14 sitting days after the date the instrument was signed, (o) a copy of any written notification under section 20O, within 14 sitting days after the notification was given, (p) a copy of any notice published under section 20O (5), within 14 sitting days after the date of its publication in the Gazette, (q) a copy of any written direction under section 20P, within 14 sitting days after the direction was given, (r) a copy of any notice published under section 20P (5), within 14 sitting days after the date of its publication in the Gazette, (s) a copy of any notice published under section 20S (5) requiring the payment of an amount by way of dividend under section 59B of the , within 14 sitting days after the date the notice was published, Public Finance and Audit Act 1983 (t) a copy of any written direction under clause 12 of Schedule 10, within 14 sitting days after the direction was given. (2) The material referred to in subsection (1) relating to a memorandum and articles of association must be accompanied by a statement as to whether or not the memorandum and articles contain provisions to the effect of the provisions set out in Schedule 2 or 3 (whichever is relevant), and indicating the nature and extent of any departures. This subsection does not apply to statutory SOCs.
(1) This section applies to the following obligations of the board of a State owned corporation:
(a) the obligation to ensure that a public sector policy notified to the board under section 20O is carried out, (b) the obligation to ensure that a direction given to the board under section 20P is carried out, (c) the obligation to supply information requested of the board under section 29.
(1) In this section: development means development within the meaning of Part 4 of the Planning Act.State owned corporation means a company SOC.the Planning Act means the. Environmental Planning and Assessment Act 1979 (2) The Planning Act applies to development by a State owned corporation, except as provided by this section.
(1) There is constituted by this Act a corporation with the corporate name of the Ministerial Holding Corporation. (2) The affairs of the Corporation are to be managed by the Minister who may authorise another Minister to exercise functions in relation to particular assets, rights and liabilities.
(Section 12)
(Section 13)
(Section 34)
(Section 20J)
(Section 20K)
(Section 33A)