{"id":"C2012A00104","name":"Clean Energy Finance Corporation Act 2012","slug":"clean-energy-finance-corporation-act-2012","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"104 of 2012","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":8418,"registerId":"commonwealth-C2012A00104-current","compilationNumber":null,"startDate":"2026-03-30","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"## Part 1—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Object","content":"#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Definitions","content":"#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.","sortOrder":4},{"sectionNumber":"5","sectionType":"section","heading":"Crown to be bound","content":"#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.","sortOrder":5},{"sectionNumber":"6","sectionType":"section","heading":"Extension to external Territories","content":"#### 6 Extension to external Territories\n\n This Act extends to every external Territory.","sortOrder":6},{"sectionNumber":"7","sectionType":"section","heading":"Extra‑territorial application","content":"#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.","sortOrder":7},{"sectionNumber":"Part 2","sectionType":"part","heading":"Clean Energy Finance Corporation","content":"## Part 2—Clean Energy Finance Corporation","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Establishment","content":"#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Corporation’s functions","content":"#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Constitutional limits","content":"#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.","sortOrder":11},{"sectionNumber":"11","sectionType":"section","heading":"Corporation’s powers","content":"#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.","sortOrder":12},{"sectionNumber":"12","sectionType":"section","heading":"Corporation does not have privileges and immunities of the Crown","content":"#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.","sortOrder":13},{"sectionNumber":"Part 3","sectionType":"part","heading":"Board of Corporation","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":14},{"sectionNumber":"Division 1","sectionType":"division","heading":"Establishment and functions","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":15},{"sectionNumber":"13","sectionType":"section","heading":"Establishment","content":"#### 13 Establishment\n\n There is to be a Board of the Corporation.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"Functions of the Board","content":"#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.","sortOrder":17},{"sectionNumber":"Division 2","sectionType":"division","heading":"Board Members","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":18},{"sectionNumber":"15","sectionType":"section","heading":"Membership","content":"#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.","sortOrder":19},{"sectionNumber":"16","sectionType":"section","heading":"Appointment of Board members","content":"#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.","sortOrder":20},{"sectionNumber":"17","sectionType":"section","heading":"Chair","content":"#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.","sortOrder":21},{"sectionNumber":"18","sectionType":"section","heading":"Term of appointment","content":"#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.","sortOrder":22},{"sectionNumber":"19","sectionType":"section","heading":"Acting appointments","content":"#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.","sortOrder":23},{"sectionNumber":"20","sectionType":"section","heading":"Remuneration","content":"#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.","sortOrder":24},{"sectionNumber":"21","sectionType":"section","heading":"Leave of absence","content":"#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.","sortOrder":25},{"sectionNumber":"22","sectionType":"section","heading":"Resignation of Board members","content":"#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"Termination of appointment of Board members","content":"#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).","sortOrder":27},{"sectionNumber":"24","sectionType":"section","heading":"Other terms and conditions of Board members","content":"#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.","sortOrder":28},{"sectionNumber":"Division 3","sectionType":"division","heading":"Meetings of the Board","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":29},{"sectionNumber":"25","sectionType":"section","heading":"Convening meetings","content":"#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.","sortOrder":30},{"sectionNumber":"26","sectionType":"section","heading":"Presiding at meetings","content":"#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.","sortOrder":31},{"sectionNumber":"27","sectionType":"section","heading":"Quorum","content":"#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.","sortOrder":32},{"sectionNumber":"28","sectionType":"section","heading":"Voting at meetings","content":"#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.","sortOrder":33},{"sectionNumber":"29","sectionType":"section","heading":"Conduct of meetings","content":"#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.","sortOrder":34},{"sectionNumber":"30","sectionType":"section","heading":"Minutes","content":"#### 30 Minutes\n\n The Board must keep minutes of its meetings.","sortOrder":35},{"sectionNumber":"31","sectionType":"section","heading":"Decisions without meetings","content":"#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.","sortOrder":36},{"sectionNumber":"Part 4","sectionType":"part","heading":"Chief Executive Officer, staff and consultants and committees","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":37},{"sectionNumber":"32","sectionType":"section","heading":"Establishment","content":"#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.","sortOrder":39},{"sectionNumber":"33","sectionType":"section","heading":"Functions of the CEO","content":"#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.","sortOrder":40},{"sectionNumber":"34","sectionType":"section","heading":"Appointment","content":"#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.","sortOrder":41},{"sectionNumber":"35","sectionType":"section","heading":"CEO holds office during Board’s pleasure","content":"#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.","sortOrder":42},{"sectionNumber":"36","sectionType":"section","heading":"Acting appointments","content":"#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.","sortOrder":43},{"sectionNumber":"37","sectionType":"section","heading":"Terms and conditions","content":"#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.","sortOrder":44},{"sectionNumber":"38","sectionType":"section","heading":"Outside employment","content":"#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).","sortOrder":45},{"sectionNumber":"39","sectionType":"section","heading":"Disclosure of interests","content":"#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.","sortOrder":46},{"sectionNumber":"40","sectionType":"section","heading":"Resignation","content":"#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.","sortOrder":47},{"sectionNumber":"41","sectionType":"section","heading":"Staff","content":"#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.","sortOrder":49},{"sectionNumber":"42","sectionType":"section","heading":"Consultants","content":"#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.","sortOrder":50},{"sectionNumber":"43","sectionType":"section","heading":"Committees","content":"#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.","sortOrder":52},{"sectionNumber":"44","sectionType":"section","heading":"Remuneration and allowances","content":"#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.","sortOrder":53},{"sectionNumber":"Part 5","sectionType":"part","heading":"Financial arrangements","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":54},{"sectionNumber":"Subdivision A","sectionType":"subdivision","heading":"Establishment of Account","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":56},{"sectionNumber":"45","sectionType":"section","heading":"Establishment of Account","content":"#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.","sortOrder":57},{"sectionNumber":"Subdivision B","sectionType":"subdivision","heading":"Credits","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":58},{"sectionNumber":"46","sectionType":"section","heading":"Credits to the Account","content":"#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.","sortOrder":59},{"sectionNumber":"Subdivision C","sectionType":"subdivision","heading":"Debits","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":60},{"sectionNumber":"47","sectionType":"section","heading":"Purposes of the Account","content":"#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).","sortOrder":61},{"sectionNumber":"48","sectionType":"section","heading":"Corporation’s request for a payment for itself","content":"#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.","sortOrder":62},{"sectionNumber":"49","sectionType":"section","heading":"Nominated Minister’s authorisation of payment to Corporation","content":"#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.","sortOrder":63},{"sectionNumber":"50","sectionType":"section","heading":"Corporation’s request for a payment for ARENA","content":"#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.","sortOrder":64},{"sectionNumber":"51","sectionType":"section","heading":"Nominated Minister’s authorisation of payment to ARENA","content":"#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.","sortOrder":65},{"sectionNumber":"52","sectionType":"section","heading":"Agreement between nominated Minister and Corporation","content":"#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).","sortOrder":66},{"sectionNumber":"53","sectionType":"section","heading":"Application of the Corporation’s money","content":"#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.","sortOrder":68},{"sectionNumber":"54","sectionType":"section","heading":"Managing surplus money","content":"#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.","sortOrder":69},{"sectionNumber":"55","sectionType":"section","heading":"Borrowing","content":"#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).","sortOrder":70},{"sectionNumber":"56","sectionType":"section","heading":"Receipt of gifts","content":"#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.","sortOrder":71},{"sectionNumber":"57","sectionType":"section","heading":"Taxation","content":"#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.","sortOrder":72},{"sectionNumber":"Part 6","sectionType":"part","heading":"Investment function","content":"An Act to establish the Clean Energy Finance Corporation, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the Clean Energy Finance Corporation Act 2012.\n\n#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provision(s)

Commencement

Date/Details

1. Sections 1 and 2 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

22 July 2012

2. Sections 3 to 82

A single day to be fixed by Proclamation.

However, if the provision(s) do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.

3 August 2012

(see F2012L01643)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.\n\n#### 3 Object\n\n The object of this Act is to establish the Clean Energy Finance Corporation to facilitate increased flows of finance into the clean energy sector and to facilitate the achievement of Australia’s greenhouse gas emissions reduction targets.\n\n#### 4 Definitions\n\n In this Act:\n\n> Account means the Clean Energy Finance Corporation Special Account established by section 45.\n\n> acquire includes acquire by way of issue.\n\n> ARENA means the Australian Renewable Energy Agency.\n\n> asset means:\n\n (a) any kind of real or personal property; or\n (b) any legal or equitable estate or interest in real or personal property; or\n (c) any legal or equitable right.\n\n> Australia, when used in a geographical sense, includes the external Territories.\n\n> Australia’s greenhouse gas emissions reduction targets means:\n\n (a) if:\n (i) Australia’s current nationally determined contribution was communicated in accordance with Article 4 of the Paris Agreement in June 2022; and\n (ii) that nationally determined contribution has not been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement;\n the greenhouse gas emissions reduction targets set out in paragraphs 10(1)(a) and (b) of the Climate Change Act 2022; or\n (b) in any other case—the greenhouse gas emissions reduction targets included in:\n (i) Australia’s current nationally determined contribution communicated in accordance with Article 4 of the Paris Agreement; or\n (ii) if that nationally determined contribution has been adjusted in accordance with paragraph 11 of Article 4 of the Paris Agreement—that nationally determined contribution, as adjusted and in force from time to time.\n\n> Board means the Board of the Corporation.\n\n> Board member means a member of the Board (and includes the Chair).\n\n> CEO means the Chief Executive Officer of the Corporation.\n\n> Chair means the Chair of the Board.\n\n> clean energy technologies: see section 60.\n\n> Climate Change Convention means the United Nations Framework Convention on Climate Change done at New York on 9 May 1992, as amended and in force for Australia from time to time.\n\n> Note: The text of the Convention is set out in Australian Treaty Series 1994 No. 2 (\\[1994\\] ATS 2). In 2012, the text of a Convention in the Australian Treaty Series was accessible through the Australian Treaties Library on the AustLII website (www.austlii.edu.au).\n\n> complying investment: see subsection 59(2).\n\n> constitutional corporation means a corporation to which paragraph 51(xx) of the Constitution applies.\n\n> Corporation means the Clean Energy Finance Corporation established by section 8.\n\n> Corporation official: see subsection 75(3).\n\n> Corporation’s money: see section 53.\n\n> derivative means a derivative (within the meaning of Chapter 7 of the Corporations Act 2001) that is a financial asset.\n\n> energy efficiency technologies: see section 60.\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n> financial asset: see section 63.\n\n> GFS Australia means the publication of the Australian Bureau of Statistics known as Australian System of Government Finance Statistics: Concepts, Sources and Methods, as updated from time to time. This updating takes 2 forms:\n\n (a) from time to time, a new version of the publication is produced; and\n (b) from time to time, material in the current version of the publication is updated by other publications of the Australian Bureau of Statistics.\n\n> GFS system has the same meaning as in GFS Australia.\n\n> investment:\n\n (a) means any mode of application of money or financial assets for the purpose of gaining a return (whether by way of income, capital gain or any other form of return); and\n (b) includes giving a guarantee.\n\n> investment function: see subsection 58(1).\n\n> Investment Mandate: see section 64.\n\n> low‑emission technology: see section 60.\n\n> nominated Minister: see section 76.\n\n> official information: see subsection 75(3).\n\n> operating balance means the amount agreed under paragraph 52(c) to be the operating balance.\n\n> Paris Agreement means the Paris Agreement, done at Paris on 12 December 2015, as amended and in force for Australia from time to time.\n\n> Note: The Agreement is in Australian Treaty Series 2016 No. 24 (\\[2016\\] ATS 24) and could in 2022 be viewed in the Australian Treaties Library on the AustLII website (http://www.austlii.edu.au).\n\n> person includes a partnership.\n\n> Note: See also subsection 2C(1) of the Acts Interpretation Act 1901.\n\n> prohibited technology: see section 62.\n\n> quarter: see subsection 72(2).\n\n> realise includes redeem or dispose of.\n\n> renewable energy technologies: see section 60.\n\n> responsible Ministers means:\n\n (a) the Minister administering this Act; and\n (b) the Finance Minister.\n\n> section 63 investment: see subsection 63(1).\n\n> solely or mainly Australian‑based: see section 61.\n\n> subsidiary of the Corporation means a subsidiary of the Corporation for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n> surplus money: see subsection 54(2).\n\n> uncommitted balance, of the Account, at any time means the amount standing to the credit of the Account at that time less the total, at that time, of the Corporation’s liabilities (whether actual or contingent) in respect of guarantees given by the Corporation and still in effect.\n\n> vacancy, in relation to the office of a Board member, has a meaning affected by subsection 19(4).\n\n> wholly‑owned subsidiary of the Corporation means a subsidiary of the Corporation none of whose members is a person other than:\n\n (a) the Corporation; or\n (b) a nominee of the Corporation; or\n (c) a subsidiary of the Corporation, being a subsidiary none of whose members is a person other than:\n (i) the Corporation; or\n (ii) a nominee of the Corporation; or\n (d) a nominee of such a subsidiary.\n\n#### 5 Crown to be bound\n\n (1) This Act binds the Crown in each of its capacities.\n (2) This Act does not make the Crown liable to be prosecuted for an offence.\n\n#### 6 Extension to external Territories\n\n This Act extends to every external Territory.\n\n#### 7 Extra‑territorial application\n\n This Act extends to acts, omissions, matters and things outside Australia.\n\n## Part 2—Clean Energy Finance Corporation\n\n#### 8 Establishment\n\n (1) The Clean Energy Finance Corporation (the Corporation) is established by this section.\n (2) The Corporation:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Corporation. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Corporation’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n (4) All courts, judges and persons acting judicially must:\n (a) take judicial notice of the imprint of the seal of the Corporation appearing on a document; and\n (b) presume that the document was duly sealed.\n\n#### 9 Corporation’s functions\n\n (1) The Corporation has the following functions:\n (a) its investment function (see subsection 58(1));\n (b) to liaise with relevant persons and bodies, including ARENA, the Clean Energy Regulator, other Commonwealth agencies and State and Territory governments, for the purposes of facilitating its investment function;\n (c) any other functions conferred on the Corporation by this Act or any other Commonwealth law;\n (d) to do anything incidental or conducive to the performance of the above functions.\n (2) In performing its functions, the Corporation must act in a proper, efficient and effective manner.\n\n#### 10 Constitutional limits\n\n (1) The Corporation may perform its functions only in accordance with this section.\n Main constitutional basis\n (2) The Corporation may perform its functions with respect to external affairs, including:\n (a) to give effect to the Climate Change Convention and the Paris Agreement, including by investing in clean energy technologies that could reasonably be expected to control, reduce or prevent anthropogenic emissions of greenhouse gases; and\n (b) to give effect to another international agreement to which Australia is a party; and\n (c) by way of performing its functions in a place outside Australia.\n Other constitutional bases\n (3) In addition, the Corporation may perform its functions:\n (a) with respect to:\n (i) investing in constitutional corporations, or projects undertaken by constitutional corporations, for the purposes of the development or commercialisation of clean energy technologies; or\n (ii) investing in the use of clean energy technologies by constitutional corporations; or\n (iii) investing in constitutional corporations that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies; or\n (b) with respect to trade or commerce:\n (i) between Australia and places outside Australia; or\n (ii) among the States; or\n (iii) within a Territory, between a State and a Territory or between 2 Territories; or\n (c) with respect to the provision of a service, or financial assistance, to:\n (i) the Commonwealth; or\n (ii) an authority of the Commonwealth;\n for a purpose of the Commonwealth; or\n (d) with respect to a Territory; or\n (e) with respect to activities that are peculiarly adapted to the government of a nation and cannot otherwise be carried on for the benefit of the nation; or\n (f) with respect to the executive power of the Commonwealth; or\n (g) with respect to matters incidental to the execution of any of the legislative powers of the Parliament or the executive power of the Commonwealth.\n Meaning of terms\n (4) A term used in this section and the Constitution has the same meaning in this section as it has in the Constitution.\n\n#### 11 Corporation’s powers\n\n (1) The Corporation has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The powers of the Corporation may be exercised within or outside Australia.\n\n#### 12 Corporation does not have privileges and immunities of the Crown\n\n The Corporation does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—Board of Corporation\n\n### Division 1—Establishment and functions\n\n#### 13 Establishment\n\n There is to be a Board of the Corporation.\n\n#### 14 Functions of the Board\n\n (1) The functions of the Board are:\n (a) to decide strategies and policies to be followed by the Corporation; and\n (b) to ensure the proper, efficient and effective performance of the Corporation’s functions; and\n (c) any other functions conferred on the Board by this Act.\n (2) The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (3) Anything done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, is taken to have been done by the Corporation.\n\n### Division 2—Board Members\n\n#### 15 Membership\n\n The Board consists of:\n (a) the Chair; and\n (b) at least 4, and no more than 6, other members.\n\n#### 16 Appointment of Board members\n\n (1) Board members are to be appointed:\n (a) by the responsible Ministers by written instrument; and\n (b) on a part‑time basis.\n (2) A person is not eligible for appointment as a Board member unless the responsible Ministers are satisfied that the person has:\n (a) substantial experience or expertise; and\n (b) professional credibility and significant standing;\n in at least one of the following fields:\n (c) banking and finance;\n (d) venture capital, private equity or investment by way of lending or provision of credit;\n (e) economics;\n (f) engineering;\n (g) energy technologies;\n (h) government funding programs or bodies;\n (i) the environmental sector;\n (j) financial accounting;\n (k) law.\n (3) The following persons are not eligible for appointment as a Board member:\n (a) an employee of the Commonwealth;\n (b) the holder of a full‑time office under a law of the Commonwealth.\n\n#### 17 Chair\n\n The responsible Ministers must, by writing, appoint one Board member to be the Chair.\n\n#### 18 Term of appointment\n\n A Board member holds office for the period specified in the instrument of appointment. The period must not be more than 5 years.\n\n> Note: A Board member is eligible for reappointment: see section 33AA of the Acts Interpretation Act 1901.\n\n#### 19 Acting appointments\n\n (1) The nominated Minister may, by written instrument, appoint a Board member to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n (2) The nominated Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair):\n (a) during a vacancy in the office of a Board member (other than the Chair) whether or not an appointment has previously been made to the office; or\n (b) during any period, or during all periods, when a Board member (other than the Chair):\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n (3) A person is not eligible for appointment to act as a Board member unless the person is eligible for appointment as a Board member under section 16.\n (4) For the purposes of a reference in:\n (a) this Act to a vacancy in the office of a Board member; or\n (b) the Acts Interpretation Act 1901 to a vacancy in the membership of a body;\n there are taken to be 6 Board member offices in addition to the Chair.\n\n#### 20 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 21 Leave of absence\n\n Chair\n (1) The nominated Minister may grant leave of absence to the Chair on the terms and conditions that the nominated Minister determines.\n Other Board members\n (2) The Chair may grant leave of absence to another Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the responsible Ministers if the Chair grants a Board member leave of absence for a period that exceeds 3 months.\n\n#### 22 Resignation of Board members\n\n (1) A Board member may resign his or her appointment by giving the responsible Ministers a written resignation.\n (2) The resignation takes effect on:\n (a) the day it is received by the responsible Ministers (or if the Ministers receive it on different days, the later of those days); or\n (b) if a later day is specified in the resignation—on that later day.\n\n#### 23 Termination of appointment of Board members\n\n The responsible Ministers may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the member is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the member is absent, except on leave of absence, from 3 consecutive meetings of the Board; or\n (f) if the responsible Ministers are satisfied that the performance of the Board member has been unsatisfactory for a significant period.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 24 Other terms and conditions of Board members\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the responsible Ministers.\n\n### Division 3—Meetings of the Board\n\n#### 25 Convening meetings\n\n (1) The Board must hold the meetings that are necessary for the efficient performance of its functions.\n (2) Meetings are to be held at the times and places that the Board determines.\n\n> Note: See also section 33B of the Acts Interpretation Act 1901, which contains extra rules about meetings by telephone etc.\n\n (3) The Chair:\n (a) may convene a meeting; and\n (b) must convene at least 6 meetings each calendar year; and\n (c) must convene a meeting within 30 days of receiving a written request to do so from another Board member.\n\n#### 26 Presiding at meetings\n\n (1) The Chair must preside at all meetings at which he or she is present.\n (2) If the Chair is not present at a meeting, the other Board members present must appoint one of themselves to preside.\n\n#### 27 Quorum\n\n (1) At a meeting of the Board, a quorum is constituted by:\n (a) 4 Board members; or\n (b) at any time when there are only 5 Board members—3 Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the member leaves the meeting concerned there is no longer a quorum present;\n the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.\n\n#### 28 Voting at meetings\n\n (1) A question arising at a meeting is to be determined by a majority of the votes of the Board members present and voting.\n (2) The person presiding at a meeting has a deliberative vote and, in the event of an equality of votes, a casting vote.\n\n#### 29 Conduct of meetings\n\n The Board may regulate proceedings at its meetings as it considers appropriate.\n\n#### 30 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 31 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the Board members were informed of the proposed decision, or reasonable efforts were made to inform all the members of the proposed decision.\n (2) Subsection (1) applies only if the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n## Part 4—Chief Executive Officer, staff and consultants and committees\n\n### Division 1—Chief Executive Officer of Corporation\n\n#### 32 Establishment\n\n There is to be a Chief Executive Officer of the Corporation.\n\n#### 33 Functions of the CEO\n\n (1) The CEO is responsible for the day‑to‑day administration of the Corporation.\n (2) The CEO has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n (3) The CEO is to act in accordance with policies determined by the Board.\n (4) The Board may give written directions to the CEO about the performance of the CEO’s responsibilities.\n (5) The CEO must comply with a direction under subsection (4).\n (6) A direction under subsection (4) is not a legislative instrument.\n\n#### 34 Appointment\n\n (1) The CEO is to be appointed by the Board after consultation with the responsible Ministers.\n (2) The CEO is to be appointed:\n (a) by written instrument; and\n (b) on a full‑time basis.\n (4) The CEO must not be a Board member.\n (5) The Board must appoint the first CEO no later than 6 months after the commencement of this section.\n\n#### 35 CEO holds office during Board’s pleasure\n\n (1) The CEO holds office during the Board’s pleasure.\n (2) The Chair must consult with the responsible Ministers before the Board terminates the appointment of the CEO.\n (3) The Chair must notify the responsible Ministers if the Board terminates the appointment of the CEO.\n\n#### 36 Acting appointments\n\n The Board may, by written instrument and after consultation with the responsible Ministers, appoint a person (other than a Board member) to act as the CEO:\n (a) during a vacancy in the office of the CEO (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the CEO:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: Sections 33AB and 33A of the Acts Interpretation Act 1901 have rules that apply to acting appointments.\n\n#### 37 Terms and conditions\n\n The CEO holds office on the terms and conditions (including terms and conditions relating to remuneration and allowances) in relation to matters not covered by this Act that are determined by the Board.\n\n#### 38 Outside employment\n\n (1) The CEO must not engage in paid employment outside the duties of his or her office without the Chair’s approval.\n (2) The Chair must notify the responsible Ministers of any approval given under subsection (1).\n\n#### 39 Disclosure of interests\n\n (1) A disclosure by the CEO under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the CEO is taken not to have complied with section 29 of that Act if the CEO does not comply with subsection (1) of this section.\n\n#### 40 Resignation\n\n (1) The CEO may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) The Chair must notify the responsible Ministers of the CEO’s resignation.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The Corporation may employ such persons as it considers necessary for the performance of its functions and the exercise of its powers.\n (2) An employee is to be employed on the terms and conditions that the Corporation determines in writing.\n (3) The Corporation may arrange with an Agency Head (within the meaning of the Public Service Act 1999) or with a body established for a public purpose by a law of the Commonwealth for the services of officers or employees of the Agency or body to be made available to the Corporation.\n (4) The Corporation may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Corporation.\n\n#### 42 Consultants\n\n (1) The Corporation may engage consultants to assist in the performance of its functions.\n (2) The consultants are to be engaged on the terms and conditions that the Corporation determines.\n\n### Division 3—Committees\n\n#### 43 Committees\n\n (1) The Board may establish committees to advise or assist in the performance of the Board’s or the Corporation’s functions.\n (2) A committee may be constituted:\n (a) wholly by Board members; or\n (b) wholly by persons who are not Board members; or\n (c) partly by Board members and partly by other persons.\n (3) The Board may determine, in relation to a committee established under this section:\n (a) the committee’s terms of reference; and\n (b) the terms and conditions of appointment of the members of the committee; and\n (c) the procedures to be followed by the committee.\n\n#### 44 Remuneration and allowances\n\n (1) If the Board decides that a committee member who is also a Board member is to be remunerated in relation to his or her committee membership, the committee member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the committee member is to be paid the remuneration that is prescribed by the regulations.\n (2) A committee member who is a Board member is to be paid the allowances that are prescribed by the regulations.\n (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.\n (4) If the Board decides that a committee member other than a Board member is to be remunerated, the committee member is to be paid the remuneration and allowances determined by the Corporation in writing.\n\n## Part 5—Financial arrangements\n\n### Division 1—Clean Energy Finance Corporation Special Account\n\n#### Subdivision A—Establishment of Account\n\n#### 45 Establishment of Account\n\n (1) The Clean Energy Finance Corporation Special Account is established by this section.\n (2) The Account is a special account for the purposes of the Public Governance, Performance and Accountability Act 2013.\n\n#### Subdivision B—Credits\n\n#### 46 Credits to the Account\n\n (1) There must be credited to the Account amounts equal to the following:\n (a) $2 billion, to be credited on 1 July 2013;\n (b) $2 billion, to be credited on 1 July 2014;\n (c) $2 billion, to be credited on 1 July 2015;\n (d) $2 billion, to be credited on 1 July 2016;\n (e) $2 billion, to be credited on 1 July 2017;\n (ea) $11.5 billion, to be credited as soon as practicable after this paragraph commences;\n (f) amounts paid to the Commonwealth under section 54.\n (2) There must be credited to the Account any other money appropriated by the Parliament for the purposes of the Account.\n\n#### Subdivision C—Debits\n\n#### 47 Purposes of the Account\n\n The purposes of the Account are as follows:\n (a) to make payments to the Corporation, so long as the payments are authorised by the nominated Minister under subsection 49(1);\n (b) to make payments to ARENA, so long as the payments are authorised by the nominated Minister under subsection 51(1).\n\n#### 48 Corporation’s request for a payment for itself\n\n (1) The Corporation may request a payment by the Commonwealth of a specified amount:\n (a) to meet liabilities or expenses of the Corporation:\n (i) that are already due; or\n (ii) that will, or that are expected to, become due during the period specified in the request; or\n (b) so that the total balance of the Corporation’s bank account or accounts is at least the operating balance.\n (2) The Corporation’s request must:\n (a) be in writing; and\n (b) specify:\n (i) the liabilities or expenses the payment is to meet; or\n (ii) the amount by which the Corporation’s bank balance falls short of the operating balance; and\n (c) be in accordance with the agreement under section 52.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 49 Nominated Minister’s authorisation of payment to Corporation\n\n (1) As soon as practicable after a request is made under section 48, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is—give written authorisation for the requested payment.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, as soon as practicable, pay the authorised amount to the Corporation.\n\n> Note: Under paragraph 47(a), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 50 Corporation’s request for a payment for ARENA\n\n (1) The Corporation may, in writing, request a payment by the Commonwealth of a specified amount to ARENA.\n (2) The Corporation must not make a request under subsection (1) unless the Board is satisfied that, if the specified amount were to be paid for with the Corporation’s money, it could, at the time the request is made, be paid out of earnings of the Corporation.\n (3) The Corporation must not request a payment under subsection (1) of an amount that would exceed the uncommitted balance of the Account at the time the request is made.\n\n#### 51 Nominated Minister’s authorisation of payment to ARENA\n\n (1) As soon as practicable after a request is made under section 50, the nominated Minister must:\n (a) determine whether the request is in accordance with the agreement under section 52; and\n (b) if satisfied that it is:\n (i) give written authorisation for the requested payment; and\n (ii) specify the day on which the payment is to be made (or days, if the Minister decides the payment should be made in instalments); and\n (iii) if the Minister decides the payment should be made in instalments—specify the instalment amounts for each day.\n (2) If the nominated Minister gives written authorisation for the requested payment, the Commonwealth must, on the specified day or days, pay the authorised amount to ARENA.\n\n> Note: Under paragraph 47(b), the amount is debited from the Account.\n\n (3) An authorisation under subsection (1) is not a legislative instrument.\n\n#### 52 Agreement between nominated Minister and Corporation\n\n The following matters are to be as agreed between the nominated Minister and the Corporation in relation to requests for payments under sections 48 and 50:\n (a) how requests are to be made, including:\n (i) the form in which a request is to be made; and\n (ii) the person to whom a request is to be given;\n (b) the period that may be specified in a request as mentioned in subparagraph 48(1)(a)(ii);\n (c) the amount of the Corporation’s operating balance for the purposes of paragraph 48(1)(b).\n\n### Division 2—The Corporation’s money\n\n#### 53 Application of the Corporation’s money\n\n (1) The Corporation’s money consists of:\n (a) money paid to the Corporation under subsection 49(2); and\n (b) any other money received by the Corporation.\n (2) The Corporation’s money is to be applied only:\n (a) in performing its investment function; and\n (b) in paying or discharging the costs, expenses and other obligations incurred by the Corporation in the performance of the Corporation’s functions; and\n (c) in paying any remuneration and allowances payable to any person under this Act; and\n (d) in making payments to the Commonwealth under section 54.\n (3) Subsection (2) does not prevent investment, under section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Corporation.\n\n#### 54 Managing surplus money\n\n (1) If, at any time, the sum of the surplus money of:\n (a) the Corporation; and\n (b) any wholly‑owned subsidiaries of the Corporation;\n exceeds:\n (c) $20 million; or\n (d) if the regulations prescribe a different amount—the prescribed amount;\n the responsible Ministers may, in writing, direct the Corporation to pay all or a specified part of the excess to the Commonwealth.\n (2) Money of the Corporation or a subsidiary is surplus money if it is not immediately required for the purposes of the Corporation or subsidiary.\n (3) The Corporation must comply with the direction.\n\n> Note: The amount paid by the Corporation is credited to the Account under paragraph 46(1)(b).\n\n (4) The regulations may prescribe an amount for the purposes of paragraph (1)(d) by prescribing either or both of the following:\n (a) an amount;\n (b) a method or methods of calculating an amount.\n\n#### 55 Borrowing\n\n Borrowing by the Corporation\n (1) The Corporation must not borrow money for a purpose in connection with the Corporation’s functions unless the borrowing is authorised by subsection (2) or (3) or under section 57 of the Public Governance, Performance and Accountability Act 2013.\n (2) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if:\n (a) the purpose of the borrowing is to enable the Corporation to cover settlement of a transaction for the acquisition of one or more financial assets; and\n (b) at the time the relevant acquisition decision was made, it was likely that the borrowing would not be needed; and\n (c) the period of the borrowing does not exceed 7 days.\n (3) The Corporation is authorised to borrow money for a purpose in connection with the Corporation’s functions if the borrowing takes place in the circumstances (if any) prescribed by the regulations.\n Borrowing by subsidiaries\n (5) A wholly‑owned subsidiary of the Corporation may borrow money from the Corporation (and the borrowing need not comply with subsection (2) or (3)).\n (6) Section 86 of the Public Governance, Performance and Accountability Act 2013 (which deals with subsidiaries of corporate Commonwealth entities) does not apply to the Corporation in relation to borrowings by subsidiaries authorised by subsection (5).\n\n#### 56 Receipt of gifts\n\n The Corporation may accept:\n (a) a gift of money; or\n (b) a gift of a financial asset;\n if the nominated Minister authorises the Corporation, by written notice given to the Board, to accept the gift.\n\n#### 57 Taxation\n\n (1) To avoid doubt, for the purposes of section 50‑25 of the Income Tax Assessment Act 1997, the Corporation is taken to be a public authority constituted under an Australian law.\n\n> Note: This means that the Corporation is exempt from income tax.\n\n (2) To avoid doubt, the Corporation is not subject to taxation under a law of a State or Territory, if the Commonwealth is not subject to the taxation.\n\n## Part 6—Investment function\n\n### Division 1—Investment function\n\n#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.\n\n#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.\n\n#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.\n\n#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.\n\n#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.\n\n### Division 2—Performance of investment function\n\n#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.\n\n#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).\n\n#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).\n\n#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.\n\n#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.\n\n#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.\n\n#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n\n## Part 7—Miscellaneous\n\n#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.\n\n#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.\n\n#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.\n\n#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.\n\n#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.\n\n#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.\n\n#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.\n\n#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.\n\n#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.\n\n#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.\n\n#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.\n\n#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":73},{"sectionNumber":"58","sectionType":"section","heading":"Investment function","content":"#### 58 Investment function\n\n (1) The Corporation’s investment function is to invest, directly and indirectly, in clean energy technologies.\n\n> Note: For clean energy technologies, see section 60.\n\n (2) Without limiting subsection (1), the Corporation may perform its investment function by doing any or all of the following:\n (a) investing in businesses or projects for the development or commercialisation of, or in relation to the use of, clean energy technologies;\n (b) investing in businesses that supply goods or services needed to develop or commercialise, or needed for use in, clean energy technologies;\n (c) giving guarantees in accordance with section 69.\n (3) In performing its investment function, the Corporation must ensure that, at any time on or after 1 July 2018, at least half of the funds invested at that time for the purposes of its investment function are invested in renewable energy technologies.\n (4) The Corporation may perform its investment function by making investments itself (including as a participant in partnerships, trusts, joint ventures or similar arrangements), through subsidiaries or other investment vehicles or by any combination of these means.\n (5) An investment may be an investment for the purposes of the Corporation’s investment function, regardless of the means by which it is made.","sortOrder":75},{"sectionNumber":"59","sectionType":"section","heading":"Complying investments","content":"#### 59 Complying investments\n\n (1) The Board must take all reasonable steps to ensure that investments for the purposes (or purportedly for the purposes) of the Corporation’s investment function are at all times complying investments.\n (2) Complying investments are investments that are:\n (a) in clean energy technologies (see section 60); and\n (b) solely or mainly Australian‑based (see section 61); and\n (c) not in a prohibited technology (see section 62).\n (3) As soon as practicable after the Board becomes aware that an investment for the purposes (or purportedly for the purposes) of the Corporation’s investment function has ceased to be, or never was, a complying investment, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that all investments made for the purposes of the Corporation’s investment function are complying investments.\n (4) If the responsible Ministers are satisfied that an investment has ceased to be, or was never, a complying investment, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (3)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that all investments for the purposes of the Corporation’s investment function are complying investments.\n (5) The Board must comply with a direction under subsection (4).\n (6) The fact that an investment has ceased to be, or never was, a complying investment, does not affect the validity of any transaction.\n (7) For the purposes of paragraph (2)(a), an investment does not cease to be an investment in clean energy technology only because the technology to which the investment relates has, since the investment was made, ceased to qualify as a clean energy technology because:\n (a) its performance has not met reasonable expectations that existed at the time the investment was made; or\n (b) different standards for measuring clean energy technologies are being applied than were being applied at the time the investment was made.\n (8) A direction under subsection (4) is not a legislative instrument.","sortOrder":76},{"sectionNumber":"60","sectionType":"section","heading":"Clean energy technologies","content":"#### 60 Clean energy technologies\n\n (1) Technologies that are any one or more of the following are clean energy technologies:\n (a) energy efficiency technologies;\n (b) low‑emission technologies;\n (c) renewable energy technologies.\n (2) Energy efficiency technologies includes technologies (including enabling technologies) that are related to energy conservation technologies or demand management technologies.\n (3) Renewable energy technologies includes:\n (a) hybrid technologies that integrate renewable energy technologies; and\n (b) technologies (including enabling technologies) that are related to renewable energy technologies.\n (4) A technology is a low‑emission technology if the Board is satisfied, in accordance with guidelines made under subsection (5), that the technology is a low‑emission technology.\n (5) The Board must, by writing, make guidelines setting out the matters to which the Board will have regard in satisfying itself that a technology is a low‑emission technology.\n (6) The guidelines must not be inconsistent with the Investment Mandate.\n (7) The Board must publish guidelines made under subsection (5) on the Corporation’s website.\n (8) Guidelines made under subsection (5) are not a legislative instrument.","sortOrder":77},{"sectionNumber":"61","sectionType":"section","heading":"Australian‑based investments","content":"#### 61 Australian‑based investments\n\n (1) An investment for the purposes of the Corporation’s investment function is solely or mainly Australian‑based if the Board is satisfied, in accordance with guidelines made under subsection (2), that the investment is solely or mainly Australian‑based.\n (2) The Board must, by writing, make guidelines setting out circumstances, conditions or other matters to which the Board will have regard in satisfying itself that an investment is solely or mainly Australian‑based.\n (3) The guidelines must not be inconsistent with the Investment Mandate.\n (4) The Board must publish guidelines made under subsection (2) on the Corporation’s website.\n (5) Guidelines made under subsection (2) are not a legislative instrument.","sortOrder":78},{"sectionNumber":"62","sectionType":"section","heading":"Prohibited technology","content":"#### 62 Prohibited technology\n\n An investment for the purposes of the Corporation’s investment function is an investment in a prohibited technology if it is an investment in:\n (a) technology for carbon capture and storage (within the meaning of the National Greenhouse and Energy Reporting Act 2007); or\n (b) nuclear technology; or\n (c) nuclear power.","sortOrder":79},{"sectionNumber":"63","sectionType":"section","heading":"Financial assets","content":"#### 63 Financial assets\n\n (1) Investments for the purposes of the Corporation’s investment function, made directly by the Corporation or directly by a subsidiary of the Corporation (section 63 investments), must only be made by way of acquisition of financial assets.\n (2) A reference in this Act to a financial asset is a reference to:\n (a) an asset that, in accordance with GFS Australia, is treated as a financial asset for the purposes of the GFS system in Australia; or\n (b) an asset specified in regulations made for the purposes of this paragraph;\n but does not include a reference to an asset that, under the regulations, is taken to be a non‑financial asset for the purposes of this Act.\n\n> Note: For specification by class, see subsection 13(3) of the Legislation Act 2003.\n\n (3) If an asset held by the Corporation for the purposes of the Corporation’s investment function ceases to be, or never was, a financial asset:\n (a) the Corporation must realise the asset as soon as practicable after the Corporation becomes aware that the asset has ceased to be, or never was, a financial asset; and\n (b) this Act (other than this subsection) applies in relation to the asset (including in relation to the realisation of the asset) as if the asset had been, or had remained, a financial asset, and an investment for the purposes of the Corporation’s investment function, at all times until the realisation.\n (4) Subsection (3) applies to a subsidiary of the Corporation in the same way as it applies to the Corporation.\n (5) Subsection (1) does not apply in relation to the giving of guarantees.\n\n> Note: For guarantees, see section 69.","sortOrder":81},{"sectionNumber":"64","sectionType":"section","heading":"Investment Mandate","content":"#### 64 Investment Mandate\n\n (1) The responsible Ministers may, by legislative instrument, give the Board directions about the performance of the Corporation’s investment function, and must give at least one such direction. The directions together constitute the Investment Mandate.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) In giving a direction, the responsible Ministers must have regard to the object of this Act and any other matters the responsible Ministers consider relevant.\n (3) Without limiting subsection (1), a direction may set out the policies to be pursued by the Corporation in relation to any or all of the following:\n (a) matters of risk and return;\n (b) technologies, projects and businesses that are eligible for investment;\n (c) the allocation of investments between the various classes of clean energy technologies;\n (d) making investments on concessional terms;\n (e) the types of financial instruments in which the Corporation may invest;\n (f) the types of derivatives which the Corporation may acquire;\n (g) the nature of the guarantees the Corporation may give and the circumstances in which they may be given;\n (h) broad operational matters;\n (i) other matters the responsible Ministers consider appropriate to deal with in a direction under subsection (1).","sortOrder":82},{"sectionNumber":"65","sectionType":"section","heading":"Limits on Investment Mandate","content":"#### 65 Limits on Investment Mandate\n\n The responsible Ministers must not give a direction under subsection 64(1):\n (a) that has the purpose, or has or is likely to have the effect, of directly or indirectly requiring the Board to, or not to, make a particular investment; or\n (b) that is inconsistent with this Act (including the object of this Act).","sortOrder":83},{"sectionNumber":"66","sectionType":"section","heading":"Board to be consulted on Investment Mandate","content":"#### 66 Board to be consulted on Investment Mandate\n\n (1) Before giving the Board a direction under subsection 64(1), the responsible Ministers must:\n (a) send a draft of the direction to the Board; and\n (b) invite the Board to make a submission to the responsible Ministers on the draft direction within a reasonable time limit specified by the responsible Ministers; and\n (c) consider any submission that is received from the Board within that time limit.\n (2) If:\n (a) the responsible Ministers give the Board a direction under subsection 64(1); and\n (b) the Board made a submission to the responsible Ministers on a draft of the direction within the time limit specified by the responsible Ministers;\n the submission is to be tabled in each House of the Parliament with the direction.\n\n> Note: For tabling of the direction, see section 38 of the Legislation Act 2003.","sortOrder":84},{"sectionNumber":"67","sectionType":"section","heading":"Compliance with Investment Mandate","content":"#### 67 Compliance with Investment Mandate\n\n (1) The Board must take all reasonable steps to ensure that the Corporation and its subsidiaries comply with the Investment Mandate.\n (2) As soon as practicable after the Board becomes aware that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the Board must give the responsible Ministers a written statement:\n (a) informing the responsible Ministers; and\n (b) setting out the action that the Board proposes to take in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (3) If the responsible Ministers are satisfied that the Corporation or one of its subsidiaries has failed to comply with the Investment Mandate, the responsible Ministers may (whether or not the Board has given the Ministers a statement under subsection (2)), by written notice given to the Board, direct the Board:\n (a) to give the responsible Ministers, within a period specified in the notice, a written explanation; and\n (b) to take action specified in the notice, within a period specified in the notice, in order to ensure that the Corporation or subsidiary complies with the Investment Mandate.\n (4) The Board must comply with a direction under subsection (3).\n (5) A failure to comply with:\n (a) the Investment Mandate; or\n (b) a direction under subsection (3);\n does not affect the validity of any transaction.\n (6) A direction under subsection (3) is not a legislative instrument.","sortOrder":85},{"sectionNumber":"68","sectionType":"section","heading":"Investment policies","content":"#### 68 Investment policies\n\n (1) The Board must formulate written policies to be complied with by the Corporation in relation to the following matters:\n (a) the investment strategy of the Corporation;\n (b) benchmarks and standards for assessing the performance of the Corporation’s investments and of the Corporation itself;\n (c) risk management for the Corporation’s investments and for the Corporation itself;\n (d) a matter specified in the regulations.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n (2) The Board must ensure that the policies are consistent with the Investment Mandate.\n (3) The Board must cause copies of the policies to be published on the Corporation’s website.\n (4) The Board must ensure that the first policies are published as soon as practicable and in any event no later than 1 July 2013.\n (5) The Board must conduct periodic reviews of the policies.\n (6) If there is a change in the Investment Mandate, the Board must review any affected policies.\n (7) The Corporation must comply with the policies.\n (8) A failure to comply with a policy does not affect the validity of any transaction.\n (9) A policy formulated under subsection (1) is not a legislative instrument.","sortOrder":86},{"sectionNumber":"69","sectionType":"section","heading":"Guarantees","content":"#### 69 Guarantees\n\n (1) The Corporation may only guarantee repayment of a loan (including interest on the loan) made to a person if the loan is one that could have been made by the Corporation in performing its investment function.\n (2) The giving of a guarantee under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).\n (3) A guarantee is void if, at the time the Corporation purports to give the guarantee, it would secure an amount that is more than the uncommitted balance of the Account at that time, less any liabilities of the Corporation at that time not already covered by paragraph (b) of the definition of uncommitted balance. To avoid doubt, the guarantee is wholly void regardless of whether a part of the amount it would secure could be covered by the uncommitted balance of the Account.\n (4) A subsidiary of the Corporation must not give a guarantee.","sortOrder":87},{"sectionNumber":"70","sectionType":"section","heading":"Derivatives","content":"#### 70 Derivatives\n\n (1) The Corporation may only acquire a derivative for the purpose of:\n (a) protecting the value of an investment of the Corporation (other than a derivative); or\n (b) protecting the return on an investment of the Corporation (other than a derivative); or\n (c) achieving indirect exposure to financial assets (other than derivatives) for a purpose in connection with the Corporation’s investment function; or\n (d) achieving transactional efficiency for a purpose in connection with the Corporation’s investment function;\n but must not acquire a derivative for the purpose of:\n (e) speculation; or\n (f) leverage.\n (2) The acquisition of a derivative under subsection (1) must be consistent with the investment strategy embodied in a policy formulated by the Board under subsection 68(1).","sortOrder":88},{"sectionNumber":"Part 7","sectionType":"part","heading":"Miscellaneous","content":"## Part 7—Miscellaneous","sortOrder":89},{"sectionNumber":"71","sectionType":"section","heading":"Matters relating to subsidiaries","content":"#### 71 Matters relating to subsidiaries\n\n (1) The Corporation must not incorporate or otherwise form a subsidiary in a place other than Australia.\n (2) In making investments for the purposes of the Corporation’s investment function, a subsidiary of the Corporation must:\n (a) only make complying investments; and\n (b) take all reasonable steps to comply with the Investment Mandate, to the extent to which the Investment Mandate is capable of applying to the activities of the subsidiary; and\n (c) comply with policies formulated by the Board under section 68, to the extent to which the policies are capable of applying to the activities of the subsidiary; and\n (d) only acquire derivatives for a purpose for which the Corporation may do so under section 70.","sortOrder":90},{"sectionNumber":"72","sectionType":"section","heading":"Publication of investment reports","content":"#### 72 Publication of investment reports\n\n (1) The Corporation must, within one month after the end of each quarter, publish a report on its website for the quarter:\n (a) containing a general summary of each investment made in that quarter for the purposes of the Corporation’s investment function, including at least the following:\n (i) the form of the investment;\n (ii) the value of the investment or the amount invested;\n (iii) when the investment was made; and\n (iv) the length and expected rate of return of the investment; and\n (v) for a guarantee—the fee for the guarantee; and\n (vi) the place or places where the main activities to which the investment relates are carried out; and\n (c) setting out any other matters the Corporation considers appropriate.\n\n> Note: The Corporation must also publish these reports about investments made by its subsidiaries: see subsection 71(2).\n\n (2) A quarter is a period of 3 months ending on:\n (a) 31 March; and\n (b) 30 June; and\n (c) 30 September; and\n (d) 31 December.","sortOrder":91},{"sectionNumber":"73","sectionType":"section","heading":"Publication of reports etc.","content":"#### 73 Publication of reports etc.\n\n (1) Either of the responsible Ministers may publish, on the internet or in any other way the Minister considers appropriate, a report, document or information given to the responsible Ministers, or to the Finance Minister in his or her capacity as Finance Minister, under paragraph 19(1)(b) of the Public Governance, Performance and Accountability Act 2013.\n (2) The Minister must omit from the published report, document or information any information that the Board is satisfied in accordance with subsection (3) is commercial‑in‑confidence.\n (3) The Board may be satisfied that information is commercial‑in‑confidence if a person demonstrates to the Board that:\n (a) release of the information would cause competitive detriment to the person; and\n (b) the information is not in the public domain; and\n (c) the information is not required to be disclosed under another law of the Commonwealth, a State or a Territory; and\n (d) the information is not readily discoverable.","sortOrder":92},{"sectionNumber":"74","sectionType":"section","heading":"Extra matters to be included in annual report","content":"#### 74 Extra matters to be included in annual report\n\n (1) The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 for a period must do the following:\n (a) state the total value of section 63 investments as at the end of the period, by reference to the class of clean energy technologies to which the investments relate;\n (b) set out details of the realisation of any section 63 investments in the period;\n (c) if, as at the end of the period, less than half of the funds invested for the purposes of the Corporation’s investment function are invested in renewable energy technologies—an explanation of the reasons why;\n (d) state the total value of concessions given by the Corporation in the period;\n (e) include a balance sheet setting out, as at the end of the period, the assets and liabilities of the Corporation and a statement of cash flows;\n (f) set out the remuneration and allowances of Board members and senior staff of the Corporation for the period;\n (g) set out the Corporation’s operating costs and expenses for the period;\n (h) benchmark the Corporation’s operating costs and expenses for the period against the operating costs and expenses of other comparable entities for that period;\n (i) set out details of any procurement contracts to which the Corporation is party that are in force at any time in the period and have a value of more than $80,000;\n (j) set out details of credits and debits to the Account in the period.\n (2) An annual report must also do the things referred to in paragraphs (1)(d) to (i) in relation to each subsidiary of the Corporation in existence at the end of the period.","sortOrder":93},{"sectionNumber":"75","sectionType":"section","heading":"Disclosure of official information","content":"#### 75 Disclosure of official information\n\n (1) A Corporation official may disclose official information to an agency, body or person specified in subsection (2) if the disclosure will:\n (a) facilitate the performance of the Corporation’s investment function; or\n (b) enable or assist the agency, body or person to perform or exercise any of its functions or powers.\n (2) The agencies, bodies and persons are the following:\n (a) ARENA;\n (b) the Australian Bureau of Statistics;\n (c) the Clean Energy Regulator;\n (d) Low Carbon Australia Limited (ACN 141 478 748);\n (e) an APS employee in a Department administered by a responsible Minister;\n (f) the government of a State or Territory;\n (g) a prescribed agency or authority of a State or Territory;\n (h) a prescribed agency, body or person.\n (3) In this Act:\n\n> Corporation official means:\n\n (a) a Board member; or\n (b) the CEO; or\n (c) a member of the staff of the Corporation referred to in section 41; or\n (d) a person whose services are made available to the Corporation under section 41; or\n (e) a person engaged as a consultant under section 42.\n\n> official information means information that:\n\n (a) was obtained by a person in the person’s capacity as a Corporation official; and\n (b) relates to the affairs of a person other than a Corporation official.","sortOrder":94},{"sectionNumber":"76","sectionType":"section","heading":"Nominated Minister","content":"#### 76 Nominated Minister\n\n (1) The nominated Minister is the Minister administering this Act, unless a determination under subsection (2) is in force.\n (2) The responsible Ministers may, by writing, determine that the nominated Minister is the Finance Minister.\n (3) A determination under subsection (2) is not a legislative instrument.\n (4) The nominated Minister may give the other responsible Minister any information or documents obtained by the nominated Minister under this Act.","sortOrder":95},{"sectionNumber":"77","sectionType":"section","heading":"Delegation by nominated Minister","content":"#### 77 Delegation by nominated Minister\n\n (1) The nominated Minister may, in writing, delegate to the Secretary of the Department administered by the nominated Minister the Minister’s function under subsection 49(1) or 51(1).\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the nominated Minister.","sortOrder":96},{"sectionNumber":"78","sectionType":"section","heading":"Delegation by Corporation","content":"#### 78 Delegation by Corporation\n\n (1) The Corporation may, in writing under its seal, delegate all or any of its powers or functions under this Act to:\n (a) a Board member; or\n (b) the CEO.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Corporation.","sortOrder":97},{"sectionNumber":"79","sectionType":"section","heading":"Delegation by Board","content":"#### 79 Delegation by Board\n\n (1) The Board may, in writing, delegate to a Board member or the CEO any of its powers or functions under this Act.\n (2) In exercising any powers or performing any functions under the delegation, the delegate must comply with any directions of the Board.","sortOrder":98},{"sectionNumber":"80","sectionType":"section","heading":"Delegation and subdelegation by CEO","content":"#### 80 Delegation and subdelegation by CEO\n\n (1) The CEO may, in writing, delegate to a senior member of the staff referred to in section 41 any of the CEO’s powers or functions under this Act.\n (2) If the Corporation or the Board delegates a power or function under subsection 78(1) or 79(1) to the CEO, the CEO may, in writing, subdelegate the power or function to a senior member of the staff referred to in section 41.\n (3) In exercising any powers or performing any functions under the delegation or subdelegation, the delegate or subdelegate must comply with any directions of the CEO.\n (4) Sections 34AA, 34AB and 34A of the Acts Interpretation Act 1901 apply in relation to a subdelegation in a corresponding way to the way in which they apply in relation to a delegation.","sortOrder":99},{"sectionNumber":"81","sectionType":"section","heading":"Review of operation of Act","content":"#### 81 Review of operation of Act\n\n (1) The nominated Minister must arrange for a review of the operation of this Act to be undertaken as soon as practicable after 1 July 2016.\n (2) The review must include a review of the effectiveness of the Corporation in facilitating increased flows of finance into the clean energy sector.\n (3) The review must make provision for public consultation.\n (4) The persons who undertake the review must give the nominated Minister a written report of the review.\n (5) The nominated Minister must cause a copy of the report to be tabled in each House of the Parliament within 15 sitting days of the day the report is given to the nominated Minister.","sortOrder":100},{"sectionNumber":"82","sectionType":"section","heading":"Regulations","content":"#### 82 Regulations\n\n The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":101}],"analysis":{"summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The original 2012 Act was scoped to facilitate investment in clean energy technologies with reference to Australia's obligations under the UN Framework Convention on Climate Change. The scope has since expanded in at least two significant ways: (1) the addition of $11.5 billion in further funding (section 46(1)(ea)) substantially increased the financial firepower beyond the original $10 billion; and (2) the definition of 'Australia's greenhouse gas emissions reduction targets' was updated to reference the Paris Agreement and the Climate Change Act 2022, tying the CEFC's mandate to evolving and more ambitious national emissions reduction commitments that did not exist when the Act was first passed. These amendments reflect a broadening of the policy purpose from a narrower clean energy investment vehicle to one explicitly linked to Australia's current nationally determined contributions under the Paris Agreement framework."},"complexity_factors":["Multiple interlocking definitions that cross-reference each other across different sections (e.g., 'clean energy technologies', 'complying investment', 'financial asset', 'solely or mainly Australian-based' all defined by reference to other sections)","Dual ministerial oversight structure ('responsible Ministers', 'nominated Minister', 'Finance Minister') with different roles and powers creates a layered accountability framework that is difficult to navigate","Constitutional basis section (s.10) sets out seven separate heads of constitutional power justifying the CEFC's activities, reflecting underlying legal complexity around Commonwealth legislative authority","Investment Mandate framework involves a formal legislative instrument, Board consultation requirements, tabling in Parliament, and separate compliance and direction-giving mechanisms","Financial arrangements are complex: a Special Account funded through staged appropriations, operating balance agreements, surplus money return obligations, and restrictions on borrowing","Complying investment rules require ongoing Board judgement under Board-made guidelines (which themselves must be consistent with the Investment Mandate) — creating a multi-layered compliance obligation","Multiple delegation chains (Ministers to Secretaries, Corporation to Board/CEO, Board to CEO, CEO to senior staff, including subdelegation) add procedural complexity","Intersection with multiple other Commonwealth laws (Public Governance, Performance and Accountability Act 2013, Corporations Act 2001, Remuneration Tribunal Act 1973, Income Tax Assessment Act 1997, National Greenhouse and Energy Reporting Act 2007, Climate Change Act 2022, Paris Agreement)"],"plain_english_summary":"## What is this law about?\n\nThis Act creates the **Clean Energy Finance Corporation (CEFC)** — a government-owned investment body that uses public money to invest in clean energy projects across Australia. Think of it as a green bank backed by taxpayers, designed to get more private money flowing into renewable energy, energy efficiency, and low-emission technologies.\n\n## Who does it affect?\n\n- **Businesses and project developers** seeking finance for clean energy projects (solar, wind, energy efficiency upgrades, etc.) — the CEFC is a potential lender or investor for them\n- **Australian taxpayers** — the CEFC was seeded with $10 billion in public funds (in $2 billion annual instalments from 2013–2017), with a further $11.5 billion added later\n- **The renewable energy sector broadly** — at least half of all CEFC investments must go to renewable energy technologies\n- **Anyone in the energy industry** — the law explicitly bans investment in nuclear technology and carbon capture and storage, shaping what gets funded\n\n## What does the CEFC actually do?\n\nThe CEFC can:\n- **Lend money** to clean energy businesses and projects\n- **Take equity stakes** (ownership shares) in companies\n- **Give loan guarantees** (promising to repay a loan if the borrower can't)\n- **Use financial instruments** like derivatives to manage investment risk\n- **Invest through subsidiaries** (separate companies it owns) and other investment structures\n\nAll investments must be:\n1. In clean energy technologies (renewables, energy efficiency, or low-emission tech)\n2. Primarily Australian-based\n3. Not in prohibited technologies (nuclear power or carbon capture and storage)\n\n## Who runs it?\n\n- A **Board of 5–7 members** appointed by two Ministers (the Minister for Energy and the Finance Minister), chosen for expertise in finance, engineering, energy, law, economics, or environmental sectors\n- A **CEO** appointed by the Board, responsible for day-to-day operations\n- The Board sets strategy; the government sets the overall direction through an **Investment Mandate** (a formal direction that the Ministers must issue, setting policy on risk, returns, and investment types)\n\n## Key guardrails\n\n- **Nuclear and carbon capture are banned** — the CEFC cannot invest in these technologies under any circumstances\n- **Ministers cannot direct specific investments** — the government sets overall policy but cannot tell the CEFC to invest in (or avoid) any particular deal\n- **Transparency is required** — quarterly investment reports must be published online, and annual reports must detail investment performance, costs, and concessions given\n- **Surplus cash goes back** — if the CEFC accumulates more than $20 million in surplus funds, Ministers can direct it to return the excess to government\n\n## Why does this matter to you?\n\nIf you're a business wanting to build a solar farm, retrofit a building for energy efficiency, or develop a new clean technology, the CEFC exists specifically to fund deals that private banks might consider too risky. It aims to \"crowd in\" private investment — meaning it co-invests alongside private lenders to make clean energy projects bankable."},"issue_detection":{"absurdities":[{"type":"self_contradicting","section":"s19(4)","severity":"medium","reasoning":"Section 15 permits 4 to 6 other members. Section 19(4) hardcodes 6 offices for vacancy purposes. If the Board has 4 lawful members, the fiction of 6 offices creates 2 perpetual vacancies that can be filled by acting appointments under s19(2), potentially inflating the Board beyond what s15 intends or understates genuine vacancies when the Board has exactly 6.","confidence":0.78,"description":"The Act deems there to be 6 Board member offices (other than the Chair), but s15 caps the actual maximum at 6 other members. This means the vacancy-counting provision treats the Board as always having 6 non-Chair offices for vacancy purposes, even though the Board can lawfully operate with as few as 4 other members — manufacturing phantom vacancies that can be filled by acting appointees even when the Board is fully and lawfully constituted."},{"type":"impossible_compliance","section":"s27(1)","severity":"medium","reasoning":"With a minimum Board of 5 members (Chair + 4), a quorum of 4 requires all but one member to attend. S27(1)(b) provides relief only when there are 'only 5 Board members', which may or may not be consistently interpreted to include the Chair. The provision is ambiguous and creates a near-impossible compliance scenario at minimum membership.","confidence":0.7,"description":"The quorum rule in s27(1)(b) only reduces the quorum to 3 when 'there are only 5 Board members', but does not address scenarios where the Board has the minimum of 4 members under s15(b) plus the Chair (total 5). Worse, it omits a quorum rule for a Board of 4 non-Chair members plus the Chair (total 5 members), meaning that situation is covered by s27(1)(b), but a Board of exactly the minimum 4 non-Chair members plus Chair (5 total) could theoretically require 4 members to form quorum — making any meeting impossible if one member is absent."},{"type":"circular_definition","section":"s60(4)-(5)","severity":"medium","reasoning":"The Board writes the guidelines under s60(5), then applies those guidelines under s60(4) to determine whether a technology qualifies. The only constraint is that guidelines must not be inconsistent with the Investment Mandate, which itself may be silent on the meaning of 'low-emission'. The definition is substantively circular — the Board decides what counts as low-emission by reference to criteria it invented.","confidence":0.85,"description":"The definition of 'low-emission technology' is circularly self-referential: a technology is a low-emission technology if the Board is satisfied, in accordance with guidelines the Board itself makes, that the technology is a low-emission technology. The Board defines its own test, applies its own test, and reaches its own conclusion with no external standard, creating a circular definition."},{"type":"circular_definition","section":"s61(1)-(2)","severity":"medium","reasoning":"The Board authors the guidelines under s61(2) and then applies them under s61(1). No external objective standard is mandated. The qualifier that guidelines must not be inconsistent with the Investment Mandate does not cure the circularity if the Mandate does not independently define the concept.","confidence":0.83,"description":"The definition of 'solely or mainly Australian-based' is similarly circular: an investment is solely or mainly Australian-based if the Board is satisfied, in accordance with guidelines the Board itself makes, that it is solely or mainly Australian-based. Same self-referential structure as s60."},{"type":"other","section":"s69(3)","severity":"medium","reasoning":"The provision explicitly states the guarantee is 'wholly void regardless of whether a part of the amount it would secure could be covered'. This all-or-nothing approach is commercially irrational and inconsistent with general law principles of severability, creating a cliff-edge invalidity for even a $1 overage.","confidence":0.8,"description":"A guarantee is declared wholly void if it would secure an amount exceeding the uncommitted balance of the Account, regardless of whether part of it could be covered. This creates an absurdity where a guarantee for $1 more than the uncommitted balance is entirely void, rather than void only as to the excess — meaning the Corporation cannot give any guarantee unless it can cover the entire amount, even for enormous guarantees where only a trivial excess exists."},{"type":"impossible_compliance","section":"s34(5)","severity":"low","reasoning":"If the responsible Ministers delay appointing Board members, the Board cannot meet or act, yet the 6-month deadline for appointing the CEO runs from section commencement regardless. The Act places no corresponding obligation on Ministers to appoint Board members within any timeframe, leaving the Board's s34(5) obligation potentially impossible to fulfil through no fault of the Board.","confidence":0.65,"description":"The Board must appoint the first CEO no later than 6 months after commencement of s34. However, the CEO must not be a Board member (s34(4)), and the Board consists of members appointed by the responsible Ministers (s16). The Board cannot lawfully act until constituted, and there is no provision ensuring the Board is constituted before the 6-month CEO appointment deadline, creating a potential impossibility if ministerial delays in appointing Board members cause the window to lapse."},{"type":"other","section":"s23","severity":"low","reasoning":"Missing paragraph (e) in a list of termination grounds is anomalous. While technically not a logical flaw in the remaining provisions, it signals drafting error and could cause interpretive confusion about whether the list is exhaustive or whether an intended ground was accidentally removed.","confidence":0.9,"description":"Section 23 lists grounds for termination of Board members at paragraphs (a), (b), (c), (d), and (f) — paragraph (e) is entirely absent. This legislative numbering gap suggests a provision was deleted during drafting but the remaining paragraphs were not renumbered, raising questions about what ground (e) was and whether its omission creates an unintended gap or inconsistency."},{"type":"other","section":"s54 (Note to s54(3))","severity":"low","reasoning":"The Note directs readers to s46(1)(b) — a time-specific $2 billion credit — rather than s46(1)(f) — the provision actually dealing with returned surplus money. While Notes are not operative provisions, they are intended to assist interpretation, and a wrong cross-reference in an official Note is a meaningful drafting error.","confidence":0.88,"description":"The Note to s54(3) states that amounts paid by the Corporation under s54 are credited to the Account 'under paragraph 46(1)(b)'. However, s46(1)(b) provides for a credit of $2 billion on 1 July 2014 — a fixed statutory appropriation. Surplus money returned by the Corporation is credited under s46(1)(f) (which refers to 'amounts paid to the Commonwealth under section 54'). The cross-reference in the Note is to the wrong paragraph, creating a misleading statutory note."},{"type":"impossible_compliance","section":"s58(3)","severity":"medium","reasoning":"The phrase 'at any time on or after 1 July 2018' imposes a continuous obligation, not merely an obligation to achieve the proportion over time or at reporting dates. Market movements, defaults, early repayments or realisations could cause the proportion to dip below 50% at any instant, technically breaching the Act even during normal portfolio management. The Board cannot fully control real-time portfolio composition.","confidence":0.72,"description":"The Act requires that at any time on or after 1 July 2018, at least half of funds invested must be in renewable energy technologies. This is a continuing, real-time obligation on the entire portfolio. Because the composition of the portfolio changes continuously as investments are made, mature, or are realised, and because the Corporation may have legacy investments made before 1 July 2018, strict compliance at every moment in time may be practically impossible without constant rebalancing, which could itself be financially irrational or contrary to the investment function."}],"contradictions":[{"severity":"medium","section_a":"s15(b)","section_b":"s19(4)","confidence":0.75,"description":"Section 15 provides the Board consists of the Chair and 'at least 4, and no more than 6, other members', capping the Board at 7. Section 19(4) deems there to be 6 Board member offices in addition to the Chair (i.e. 7 total) for vacancy purposes, treating the maximum as a fixed number for all vacancy calculations even when fewer positions are lawfully filled. This creates a structural tension: the Board may lawfully have only 5 members (Chair + 4) but the vacancy fiction assumes 7 positions, potentially authorising acting appointments into non-existent excess offices."},{"severity":"medium","section_a":"s9(2)","section_b":"s58(3)","confidence":0.65,"description":"Section 9(2) requires the Corporation to act in a 'proper, efficient and effective manner' in performing its functions. Section 58(3) imposes a hard real-time portfolio requirement that at least half of invested funds must be in renewable energy technologies at any time on or after 1 July 2018. Maintaining this proportion at every instant, regardless of market conditions or investment opportunities, may be neither efficient nor effective (e.g., forcing investment in suboptimal renewable projects to maintain the ratio), creating an internal tension between the efficiency duty and the portfolio mandate."},{"severity":"high","section_a":"s64(1) and s65(a)","section_b":"s67(3)(b)","confidence":0.78,"description":"Section 65(a) prohibits the responsible Ministers from giving a direction that has the purpose or effect of 'directly or indirectly requiring the Board to, or not to, make a particular investment'. However, s67(3)(b) allows the responsible Ministers, upon finding non-compliance with the Investment Mandate, to direct the Board to 'take action specified in the notice... in order to ensure that the Corporation or subsidiary complies with the Investment Mandate'. Sufficiently specific compliance directions under s67(3) could effectively require or prohibit particular investments, contradicting the prohibition in s65(a)."},{"severity":"low","section_a":"s53(2)","section_b":"s56","confidence":0.6,"description":"Section 53(2) provides that the Corporation's money is to be applied only for the four specified purposes (investment function, costs and expenses, remuneration, and payments under s54). Section 56 allows the Corporation to accept gifts of money or financial assets if authorised by the nominated Minister. Gifted money, once received, becomes the Corporation's money under s53(1)(b), but there is no express purpose authorised under s53(2) for receiving or holding gifts pending deployment, nor does s56 add a purpose. Accepted gifts of money may therefore be in technical breach of s53(2) until deployed to an authorised purpose."},{"severity":"medium","section_a":"s71(1)","section_b":"s10(2)(c)","confidence":0.68,"description":"Section 71(1) prohibits the Corporation from incorporating or forming a subsidiary in any place other than Australia. Section 10(2)(c) expressly permits the Corporation to perform its functions 'in a place outside Australia' as a constitutional basis. Performing functions through a locally-incorporated subsidiary may be practically impossible in some overseas jurisdictions that require local incorporation, creating a tension between the extraterritorial function and the prohibition on offshore subsidiary formation."},{"severity":"medium","section_a":"s59(6)","section_b":"s59(1) and s59(4)","confidence":0.8,"description":"Section 59(6) provides that the fact an investment has ceased to be, or never was, a complying investment 'does not affect the validity of any transaction'. Yet s59(1) requires the Board to take 'all reasonable steps' to ensure investments are at all times complying investments, and s59(4) allows the responsible Ministers to direct corrective action. The saving provision in s59(6) renders the compliance obligation in s59(1) legally toothless — no transaction is invalid regardless of non-compliance — undermining the entire enforcement architecture of the complying investment regime."},{"severity":"medium","section_a":"s67(5)(a)","section_b":"s67(1)","confidence":0.82,"description":"Section 67(1) imposes a mandatory obligation on the Board to take 'all reasonable steps' to ensure compliance with the Investment Mandate. Section 67(5)(a) provides that a failure to comply with the Investment Mandate 'does not affect the validity of any transaction'. The same tension as in s59: the mandatory compliance duty is structurally contradicted by the transaction-saving provision, making the legal obligation unenforceable at the transactional level."}]},"kimi_summary":{"_metrics":{"completionTokens":774},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":true,"description":"The legislation has expanded significantly from its original 2012 form. Key amendments include: (1) the addition of section 46(1)(ea) providing an extra $11.5 billion to the Special Account; (2) updated definitions of 'Australia's greenhouse gas emissions reduction targets' to reference the 2022 Climate Change Act and Paris Agreement nationally determined contributions; (3) modified commencement provisions reflecting actual proclamation dates. The core structure remains but the financial envelope and climate policy context have materially expanded."},"complexity_factors":["Extensive cross-referencing to other legislation (Public Governance, Performance and Accountability Act 2013, Corporations Act 2001, Climate Change Act 2022, etc.)","Multiple layers of governance: Board, CEO, responsible Ministers, nominated Minister with overlapping powers","Conditional investment rules with exceptions (e.g., renewable energy 50% requirement, prohibited technology exclusions, 'complying investment' tests)","Complex financial mechanisms: Special Account credits/debits, uncommitted balance calculations, surplus money rules, borrowing restrictions","Nested definitions: 'clean energy technologies' defined through 'energy efficiency technologies', 'low-emission technologies', 'renewable energy technologies' with further sub-definitions","Constitutional limitations in section 10 requiring multiple heads of power (external affairs, corporations power, trade and commerce, territories, etc.)","Sub-delegation chains: Corporation → Board/CEO → CEO → senior staff, with compliance directions at each level","Time-based triggers and transitional provisions (e.g., 1 July 2018 renewable energy threshold, 6-month CEO appointment deadline)"],"plain_english_summary":"This Act establishes the **Clean Energy Finance Corporation (CEFC)**, a government-owned body that invests public money in clean energy projects to help Australia meet its greenhouse gas reduction targets.\n\n**What the CEFC does:**\n- Invests directly and indirectly in **clean energy technologies** — specifically renewable energy, energy efficiency, and low-emission technologies\n- Must ensure at least **half of its investments** are in renewable energy (from 1 July 2018 onwards)\n- Can invest through loans, equity, guarantees, and other financial instruments\n- Cannot invest in **prohibited technologies**: carbon capture and storage, nuclear technology, or nuclear power\n\n**How it's structured:**\n- A **Board** of 5–7 members (including a Chair) appointed by Ministers, with expertise in finance, energy, engineering, law or related fields\n- A **CEO** appointed by the Board who handles day-to-day operations\n- Staff and consultants can be employed as needed\n\n**Where the money comes from:**\n- A **Special Account** established with $10 billion in scheduled payments (2013–2017), later increased by an additional $11.5 billion\n- The Corporation can request funds from this account as needed, subject to ministerial approval\n- Surplus funds above $20 million must be returned to the Commonwealth\n\n**Key constraints:**\n- Investments must be **\"complying investments\"**: clean energy technologies, mainly Australian-based, and not prohibited\n- The responsible Ministers issue an **Investment Mandate** setting broad policy direction (but cannot direct specific investments)\n- The Board must formulate investment policies and publish quarterly reports on its activities\n- The Corporation is exempt from income tax and most state/territory taxes\n\n**Who it affects:**\n- Clean energy businesses seeking finance\n- The Australian renewable energy sector\n- Taxpayers (as the ultimate source of funds)\n- ARENA (Australian Renewable Energy Agency), which can also receive payments from the Special Account"}},"importantCases":[],"_links":{"self":"/api/acts/clean-energy-finance-corporation-act-2012","history":"/api/acts/clean-energy-finance-corporation-act-2012/history","analysis":"/api/acts/clean-energy-finance-corporation-act-2012/analysis","conflicts":"/api/acts/clean-energy-finance-corporation-act-2012/conflicts","importantCases":"/api/acts/clean-energy-finance-corporation-act-2012/important-cases","documents":"/api/acts/clean-energy-finance-corporation-act-2012/documents"}}