{"id":"public-corporations-act-1993","name":"Public Corporations Act 1993","slug":"public-corporations-act-1993","collection":"act","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106419,"registerId":"sa-public-corporations-act-1993-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 2","sectionType":"part","heading":"Ministerial control","content":"Part 2—Ministerial control\n6—Control and direction of public corporations\n\t(1)\tA public corporation—\n\t(a)\tis an instrumentality of the Crown and holds its property on behalf of the Crown; and\n\t(b)\tis subject to control and direction by its Minister.\n\t(2)\tA direction may not be given by the Minister under this section contrary to the provisions of another Act.\n\t(3)\tThe corporation may not be directed by its Minister to do anything that would be beyond its powers as provided by its incorporating Act and any other Act.\n\t(4)\tA direction given by the Minister under this section must be in writing.\n\t(5)\tSubject to subsection (7), where the Minister gives a direction to a public corporation under this section—\n\t(a)\tthe Minister must cause the direction to be published—\n\t(i)\tby notice in the Gazette within 14 days after the direction was given; and\n\t(ii)\tby tabling the direction in both Houses of Parliament within six sitting days after its publication in the Gazette; and\n\t(b)\tthe corporation must cause the direction to be published in its next annual report.\n\t(6)\tWhere the corporation is of the opinion that a direction should not be published for the reason that its publication—\n\t(a)\tmight detrimentally affect the corporation's commercial interests; or\n\t(b)\tmight constitute breach of a duty of confidence; or\n\t(c)\tmight prejudice an investigation of misconduct or possible misconduct,\nthe corporation may advise the Minister of that opinion giving the reason for the opinion.\n\t(7)\tWhere the Minister is satisfied that a direction should not be published for a reason referred to in subsection (6), the direction need not be published by the Minister or the corporation as required by subsection (5) but—\n\t(a)\tthe Minister must cause a copy of the direction to be presented to the Economic and Finance Committee of the Parliament within 14 days after the direction was given; and\n\t(b)\tthe corporation must cause a statement of the fact that the direction was given to be published in its next annual report.\n7—Provision of information and records to Minister\n\t(1)\tA public corporation must, at the request in writing of its Minister, furnish the Minister with such information or records in the possession or control of the corporation as the Minister may require in such manner and form as the Minister may require.\n\t(2)\tWhere a record in the possession or control of the corporation is furnished to the Minister under this section, the Minister may make, retain and deal with copies of the record as the Minister thinks fit.\n\t(3)\tWhere the corporation considers that any information or record furnished under this section contains matters that should be treated for any reason as confidential, the corporation may advise the Minister of that opinion giving the reason for the opinion, and the Minister may, subject to subsection (4), act on that advice as the Minister thinks fit.\n\t(4)\tWhere the Minister is satisfied on the basis of the corporation's advice under subsection (3) that the corporation owes a duty of confidence in respect of a matter, the Minister must ensure the observance of that duty in respect of the matter, but this subsection does not prevent the Minister from disclosing the matter as required in the proper performance of ministerial functions or duties.\n8—Minister's or Treasurer's representative may attend meetings\n\t(1)\tA person authorised in writing by a public corporation's Minister or the Treasurer may attend (but not participate in) any meeting of the board of the corporation and may have access to papers provided to directors for the purposes of the meeting.\n\t(2)\tWhere the board considers that a matter dealt with at a meeting attended by a representative of the Minister or the Treasurer should be treated for any reason as confidential, the board may advise the Minister or the Treasurer, as the case may require, of that opinion giving the reason for the opinion, and the Minister or the Treasurer may, subject to subsection (3), act on that advice as the Minister or the Treasurer thinks fit.\n\t(3)\tWhere the Minister or the Treasurer is satisfied on the basis of the board's advice under subsection (2) that the corporation owes a duty of confidence in respect of a matter, the Minister or the Treasurer, as the case may be, must ensure the observance of that duty in respect of the matter, but this subsection does not prevent the Minister or the Treasurer from disclosing the matter as required in the proper performance of ministerial functions or duties.\n9—Notification of disclosure to Minister of matter subject to duty of confidence\nWhere a public corporation discloses to its Minister in pursuance of this Act a matter in respect of which the corporation owes a duty of confidence, the corporation must give notice in writing of the disclosure to the person to whom the duty is owed.\n10—No breach of duty to report matter to Minister\nA director of a public corporation does not commit any breach of duty by reporting a matter relating to the affairs of the corporation or a subsidiary of the corporation to the corporation's Minister.\n","sortOrder":0},{"sectionNumber":"Part 3","sectionType":"part","heading":"Performance and scope of corporation's operations","content":"Part 3—Performance and scope of corporation's operations\n11—General performance principles\n\t(1)\tA public corporation must perform its commercial operations in accordance with prudent commercial principles and use its best endeavours to achieve a level of profit consistent with its functions.\n\t(2)\tA public corporation must perform its non-commercial operations (if any) in an efficient and effective manner consistent with the requirements of its charter.\n\t(3)\tWhere a public corporation's charter identifies any operations of the corporation as non-commercial operations, the operations are to be regarded as such for the purposes of this section.\n12—Corporation's charter\n\t(1)\tA charter must be prepared for a public corporation by its Minister and the Treasurer after consultation with the corporation.\n\t(2)\tThe charter must deal with the following matters:\n\t(a)\tthe nature and scope of the commercial operations to be undertaken, including—\n\t(i)\tthe nature and scope of any investment activities;\n\t(ii)\tthe nature and scope of any operations or transactions outside the State;\n\t(iii)\tthe nature and scope of any operations or transactions that may be undertaken by subsidiaries of the corporation, by other companies or entities associated with the corporation or pursuant to a trust scheme or a partnership or other scheme or arrangement for sharing of profits, co-operation or joint venture with another person; and\n\t(b)\tthe nature and scope of any non-commercial operations to be undertaken and the arrangements for their costing and funding; and\n\t(c)\tall requirements of the corporation's Minister or the Treasurer as to—\n\t(i)\tthe corporation's obligations to report on its operations;\n\t(ii)\tthe form and contents of the corporation's accounts and financial statements;\n\t(iii)\tany accounting, internal auditing or financial systems or practices to be established or observed by the corporation;\n\t(iv)\tthe setting of fees or charges, the acquisition or disposal of capital or assets or the borrowing or lending of money.\n\t(3)\tThe charter may—\n\t(a)\tlimit the functions or powers of the corporation; and\n\t(b)\tdeal with any other matter not specifically referred to in subsection (2).\n\t(4)\tThe charter may not extend the functions or powers of the corporation as provided by the corporation's incorporating Act and any other Act.\n\t(5)\tThe corporation's Minister and the Treasurer must, after consultation with the corporation, review the charter at the end of each financial year.\n\t(6)\tThe corporation's Minister and the Treasurer may, after consultation with the corporation, amend the charter at any time.\n\t(7)\tThe charter or any amendment to the charter comes into force and is binding on the corporation on a day specified in the charter or amendment (but without affecting any contractual obligations previously incurred by the corporation).\n\t(8)\tOn the charter or an amendment to the charter coming into force, the corporation's Minister must—\n\t(a)\twithin six sitting days, cause a copy of the charter, or the charter in its amended form, to be laid before both Houses of Parliament; and\n\t(b)\twithin 14 days (unless such a copy is sooner laid before both Houses of Parliament under paragraph (a)), cause a copy of the charter, or the charter in its amended form, to be presented to the Economic and Finance Committee of the Parliament.\n13—Performance statements\n\t(1)\tThe corporation's Minister and the Treasurer must, when preparing the charter for a public corporation, also prepare, after consultation with the corporation, a performance statement setting the various performance targets that the corporation is to pursue in the coming financial year or other period specified in the statement and dealing with such other matters as the Minister and the Treasurer consider appropriate.\n\t(2)\tThe corporation's Minister and the Treasurer must, after consultation with the corporation, review the performance statement when reviewing the corporation's charter.\n\t(3)\tThe corporation's Minister and the Treasurer may, after consultation with the corporation, amend the performance statement at any time.\n","sortOrder":1},{"sectionNumber":"Part 4","sectionType":"part","heading":"Duties and liabilities of board and directors","content":"Part 4—Duties and liabilities of board and directors\n14—General management duties of board\n\t(1)\tThe board of a public corporation is responsible to its Minister for overseeing the operations of the corporation and its subsidiaries with the goal of—\n\t(a)\tsecuring continuing improvements of performance; and\n\t(b)\tprotecting the long term viability of the corporation and the Crown's financial interests in the corporation.\n\t(2)\tWithout limiting the effect of subsection (1), the board must for that purpose ensure as far as practicable—\n\t(a)\tthat appropriate strategic and business plans and targets are established that are consistent with the corporation's charter and performance statement; and\n\t(b)\tthat the corporation and its subsidiaries have appropriate management structures and systems for monitoring management performance against plans and targets and that corrective action is taken when necessary; and\n\t(c)\tthat appropriate systems and practices are established for management and financial planning and control, including systems and practices for the maintenance of accurate and comprehensive records of all transactions, assets and liabilities and physical and human resources of the corporation and its subsidiaries; and\n\t(d)\tthat all such plans, targets, structures, systems and practices are regularly reviewed and revised as necessary to address changing circumstances and reflect best current commercial practices; and\n\t(e)\tthat the corporation and its subsidiaries operate within the limits imposed by the corporation's incorporating Act and charter and comply with the requirements imposed by or under this or any other Act or law; and\n\t(f)\tthat the corporation and its subsidiaries observe high standards of corporate and business ethics; and\n\t(g)\tthat the corporation's Minister receives regular reports on the performance of the corporation and its subsidiaries and on the initiatives of the board; and\n\t(h)\tthat the corporation's Minister is advised, as soon as practicable, of any material development that affects the financial or operating capacity of the corporation or any of its subsidiaries or gives rise to an expectation that the corporation or any of its subsidiaries may not be able to meet its debts as and when they fall due; and\n\t(i)\tthat all information furnished to the corporation's Minister by the corporation or any of its subsidiaries is accurate and comprehensive.\n15—Directors' duties of care etc\n\t(1)\tA director of a public corporation must at all times exercise a reasonable degree of care and diligence in the performance of his or her functions, and (without limiting the effect of the foregoing) for that purpose—\n\t(a)\tmust take reasonable steps to inform himself or herself about the corporation and its subsidiaries, their businesses and activities and the circumstances in which they operate; and\n\t(b)\tmust take reasonable steps through the processes of the board to obtain sufficient information and advice about all matters to be decided by the board or pursuant to a delegation to enable him or her to make conscientious and informed decisions; and\n\t(c)\tmust exercise an active discretion with respect to all matters to be decided by the board or pursuant to a delegation.\n\t(2)\tA director is not bound to give continuous attention to the affairs of the corporation but is required to exercise reasonable diligence in attendance at and preparation for board meetings.\n\t(3)\tIn determining the degree of care and diligence required to be exercised by a director, regard must be had to the skills, knowledge or acumen possessed by the director and to the degree of risk involved in any particular circumstances.\n\t(4)\tIf a director of a public corporation is culpably negligent in the performance of his or her functions, the director is guilty of an offence.\n\t(5)\tA director is not culpably negligent for the purposes of subsection (4) unless the court is satisfied the director's conduct fell sufficiently short of the standards required under this Act of the director to warrant the imposition of a criminal sanction.\n\t(6)\tA director of a public corporation does not commit any breach of duty under this section by acting in accordance with a direction or requirement of the Minister or the Treasurer under this Act.\n16—Director's duty to act honestly\n\t(1)\tA director of a public corporation must at all times act honestly in the performance of the functions of his or her office, whether within or outside the State.\n\t(2)\tSubsection (1) does not apply to conduct that is merely of a trivial character and does not result in significant detriment to the public interest.\n17—Transactions with directors or associates of directors\n\t(1)\tNeither a director of a public corporation nor an associate of a director of a public corporation may, without the approval of the corporation's Minister, be directly or indirectly involved in a transaction with the corporation or a subsidiary of the corporation.\n\t(2)\tA person will be treated as being indirectly involved in a transaction for the purposes of subsection (1)—\n\t(a)\tif the person initiates, promotes or takes any part in negotiations or steps leading to the making of the transaction with a view to that person or an associate of that person gaining some financial or other benefit (whether immediately or at a time after the making of the transaction); and\n\t(b)\tdespite the fact that neither that person nor an agent, nominee or trustee of that person becomes a party to the transaction.\n\t(3)\tSubsection (1) does not apply—\n\t(i)\tthe receipt by the corporation or a subsidiary of the corporation of deposits of money or investments;\n\t(ii)\tthe provision of loans or other financial accommodation by the corporation or a subsidiary of the corporation for domestic or non-commercial purposes;\n\t(iii)\tthe provision of accident, health, life, property damage or income protection insurance or insurance against other risks (excluding credit or financial risks) by the corporation or a subsidiary of the corporation;\n\t(iv)\tthe provision of services (other than financial or insurance services) by the corporation or a subsidiary of the corporation,\n\t(ab)\tto the employment of a person under a contract of service with the corporation or a subsidiary of the corporation or to a transaction that is ancillary or incidental to such employment; or\n\t(b)\tto transactions of a prescribed class.\n\t(4)\tIf a transaction is made with a public corporation or a subsidiary of a public corporation in contravention of subsection (1), the transaction is liable to be avoided by the corporation or by the corporation's Minister.\n\t(5)\tA transaction may not be avoided under subsection (4) if a person has acquired an interest in property the subject of the transaction in good faith for valuable consideration and without notice of the contravention.\n\t(6)\tA director of a public corporation must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subsection (1).\n18—Directors' and associates' interests in corporation or subsidiary\n\t(1)\tNeither a director of a public corporation nor an associate of a director of a public corporation may, without the approval of the corporation's Minister—\n\t(a)\thave or acquire a beneficial interest in shares in, debentures of or managed investment schemes of the corporation or any subsidiary of the corporation; or\n\t(b)\thave or hold or acquire (whether alone or with another person or persons) a right or option in respect of the acquisition or disposal of shares in, debentures of or interests in managed investment schemes of the corporation or any of its subsidiaries; or\n\t(c)\tbe a party to, or entitled to a benefit under, a contract under which a person has a right to call for or make delivery of shares in, debentures of or interests in managed investment schemes of the corporation or any of its subsidiaries.\n\t(2)\tA director of a public corporation must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subsection (1).\n19—Conflict of interest\n\t(1)\tA director of a public corporation who has a direct or indirect personal or pecuniary interest in a matter decided or under consideration by the board—\n\t(a)\tmust, as soon as reasonably practicable, disclose in writing to the board full and accurate details of the interest; and\n\t(b)\tmust not take part in any discussion by the board relating to that matter; and\n\t(c)\tmust not vote in relation to that matter; and\n\t(d)\tmust be absent from the meeting room when any such discussion or voting is taking place.\n\t(2)\tIf a director makes a disclosure of interest and complies with the other requirements of subsection (1) in respect of a proposed contract—\n\t(b)\tthe director is not liable to account to the corporation for profits derived from the contract.\n\t(3)\tIf a director fails to make a disclosure of interest or fails to comply with any other requirement of subsection (1) in respect of a proposed contract, the contract is liable to be avoided by the corporation or by the corporation's Minister.\n\t(4)\tA contract may not be avoided under subsection (3) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(5)\tWhere a director of a public corporation has or acquires a personal or pecuniary interest, or is or becomes the holder of an office, such that it is reasonably foreseeable that a conflict might arise with his or her duties as a director of the corporation, the director must, as soon as reasonably practicable, disclose in writing to the board of the corporation full and accurate details of the interest or office.\n\t(6)\tA disclosure under this section must be recorded in the minutes of the board and reported to the corporation's Minister.\n\t(7)\tIf, in the opinion of the corporation's Minister, a particular interest or office of a director is of such significance that the holding of the interest or office is not consistent with the proper discharge of the duties of the director, the Minister may require the director either to divest himself or herself of the interest or office or to resign from the board (and non-compliance with the requirement constitutes misconduct and hence a ground for removal of the director from the board).\n\t(8)\tWithout limiting the effect of this section, a director will be taken to have an interest in a matter for the purposes of this section if an associate of the director has an interest in the matter.\n\t(9)\tThis section does not apply in relation to a matter in which a director has an interest while the director remains unaware that he or she has an interest in the matter, but in any proceedings against the director the burden will lie on the director to prove that he or she was not, at the material time, aware of his or her interest.\n20—Removal of director\nNon-compliance by a director of a public corporation with a duty imposed by this Act constitutes a ground for removal of the director from office in accordance with the provisions of the corporation's incorporating Act.\n21—Civil liability if director or former director contravenes this Part\n\t(1)\tIf a person who is a director or former director of a public corporation is convicted of an offence for a contravention of this Part (other than an offence consisting of culpable negligence), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(2)\tIf a person who is a director or former director of a public corporation is guilty of a contravention of this Part for which a criminal penalty is fixed (other than a contravention consisting of culpable negligence), the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n22—Immunity for directors\n\t(1)\tSubject to this Act, no civil liability attaches to a director of a public corporation for an act or omission in the performance or discharge, or purported performance or discharge, of the director's functions or duties.\n\t(2)\tAn action that would, but for subsection (1), lie against the director lies instead against the corporation.\n\t(3)\tThis section does not prejudice rights of action of the Crown or the corporation in respect of an act or omission not in good faith.\n","sortOrder":2},{"sectionNumber":"Part 5","sectionType":"part","heading":"Subsidiaries and indirect or joint operations","content":"Part 5—Subsidiaries and indirect or joint operations\n23—Formation etc of subsidiary companies\n\t(1)\tA public corporation must not, without the approval of the Treasurer—\n\t(a)\tform a subsidiary company; or\n\t(b)\tacquire, or enter into any arrangement under which it will at a future time or would on the happening of some contingency hold, relevant interests in shares in a company such that the company becomes a subsidiary of the corporation.\n\t(2)\tThe Treasurer may, as a condition of approval under this section, or by direction, require a public corporation to take steps to include in a subsidiary company's memorandum or articles of association such provisions as the Treasurer considers appropriate—\n\t(a)\timposing limitations on the nature or scope of the company's operations; or\n\t(b)\timposing other controls or practices,\nconsistent with those applicable to the corporation.\n24—Formation of subsidiary by regulation\n\t(1)\tThe Governor may, by regulation, establish a body corporate as a subsidiary of a public corporation to which this section applies.\n\t(2)\tRegulations establishing a subsidiary of a public corporation—\n\t(a)\tmust name the body; and\n\t(b)\tmust constitute a board of directors as the body's governing body and provide for the appointment, term and conditions of office and removal of the directors; and\n\t(c)\tmust provide for the procedures governing the board's proceedings; and\n\t(d)\tmay limit the powers and functions of the body; and\n\t(da)\tmay confer jurisdiction on a court or tribunal to review decisions or activities of the body; and\n\t(e)\tmay make any other provision (not inconsistent with this Act or the public corporation's incorporating Act) that is necessary or expedient for the purposes of the subsidiary.\n\t(3)\tSubject to any limitations in the regulations establishing the subsidiary and any directions given by its parent corporation, the powers and functions of a subsidiary of a public corporation established by regulation under this section are the same as those of the public corporation.\n\t(4)\tA subsidiary of a public corporation established by regulation under this section is an instrumentality of the Crown and holds its property on behalf of the Crown.\n\t(5)\tIf a regulation establishing a subsidiary of a public corporation under this section is disallowed by either House of Parliament, the assets and liabilities of the subsidiary become assets and liabilities of the public corporation.\n25—Dissolution of subsidiary established by regulation\n\t(1)\tThe Governor may, by regulation, dissolve a subsidiary established by regulation under this Part.\n\t(2)\tThe regulations may—\n\t(a)\tprovide for the disposition of the assets and liabilities of the subsidiary; and\n\t(b)\tmake any transitional or other provision that is necessary or expedient in connection with the dissolution of the subsidiary.\n\t(3)\tNotwithstanding subsection (2), on the dissolution of a subsidiary under this section, the liabilities of the subsidiary become liabilities of its parent corporation subject to any provision made by regulation transferring the liabilities to the Crown or some other instrumentality of the Crown.\n26—Guarantee or indemnity for subsidiary subject to Treasurer's approval\nA public corporation must not, without the approval of the Treasurer, give a guarantee or provide an indemnity in respect of liabilities of a company that is a subsidiary of the corporation.\n27—Indirect or joint operations by public corporations\nA public corporation must not, without the approval of the Treasurer, establish a trust scheme or a partnership or other scheme or arrangement for sharing of profits or joint venture with another person or undertake any operations or transactions pursuant to such a scheme or arrangement.\n","sortOrder":3},{"sectionNumber":"Part 6","sectionType":"part","heading":"Financial and other provisions","content":"Part 6—Financial and other provisions\n28—Guarantee by Treasurer of corporation's liability\n\t(1)\tThe liabilities of a public corporation are guaranteed by the Treasurer.\n\t(2)\tA liability of the Treasurer arising by virtue of a guarantee under subsection (1) will be satisfied out of the Consolidated Account which is appropriated by this section to the necessary extent.\n\t(3)\tThe Treasurer may, from time to time, after consultation with the board of a public corporation, fix charges to be paid by the corporation in respect of the guarantee provided under this section and determine the times and manner of their payment.\n29—Tax and other liabilities of corporation\n\t(1)\tExcept as otherwise determined by the Treasurer, a public corporation is liable to all such rates (other than rates that would be payable to a council), duties, taxes and imposts and has all such other liabilities and duties as would apply under the law of the State if the corporation were not an instrumentality of the Crown.\n\t(2)\tExcept as otherwise determined by the Treasurer, a public corporation is liable to pay to the Treasurer, for the credit of the Consolidated Account, such amounts as the Treasurer from time to time determines to be equivalent to—\n\t(a)\tincome tax and any other taxes or imposts that the corporation does not pay to the Commonwealth but would be liable to pay under the law of the Commonwealth if it were constituted and organised in such manner as the Treasurer determines to be appropriate for the purposes of this subsection as a public company or group of public companies carrying on the business carried on by the corporation; and\n\t(b)\trates that the corporation would be liable to pay to a council if the corporation were not an instrumentality of the Crown.\n\t(3)\tAmounts determined by the Treasurer to be payable under subsection (2) must be paid by the corporation at the times and in the manner determined by the Treasurer.\n\t(4)\tThis section does not affect any liability that the corporation would have apart from this section to pay rates to a council.\n30—Dividends\n\t(1)\tA public corporation must, before the end of each financial year, recommend by writing to the Treasurer, that the corporation pay a specified dividend, or not pay any dividend, for that financial year, as the corporation considers appropriate.\n\t(2)\tThe Treasurer may, after consultation with the corporation's Minister, by notice in writing to the corporation—\n\t(a)\tapprove a recommendation of the corporation under subsection (1); or\n\t(b)\tdetermine that a dividend specified by the Treasurer be paid, or that no dividend be paid,\nas the Treasurer considers appropriate.\n\t(3)\tThe corporation must, if so required by the Treasurer by notice in writing to the corporation at any time during a financial year, recommend by writing to the Treasurer that a specified interim dividend or specified interim dividends be paid by the corporation for that financial year, or that no such dividend or dividends be paid by the corporation, as the corporation considers appropriate.\n\t(4)\tThe Treasurer may, after consultation with the corporation's Minister, by notice in writing to the corporation—\n\t(a)\tapprove a recommendation of the corporation under subsection (3); or\n\t(b)\tdetermine that an interim dividend or interim dividends specified by the Treasurer be paid, or that no interim dividend be paid,\nas the Treasurer considers appropriate.\n\t(5)\tWhere the Treasurer approves a recommendation or determines under this section that a dividend or interim dividend or dividends be paid by the corporation, the dividend or interim dividend or dividends must be paid by the corporation to the Treasurer for the credit of the Consolidated Account in the manner and at the time or times determined by the Treasurer after consultation with the corporation.\n\t(6)\tA recommendation under this section must be made by the board of the corporation and may not be made by any person or committee pursuant to a delegation.\n31—Internal audits and audit committee\n\t(1)\tA public corporation must, unless exempted by the Treasurer, establish and maintain effective internal auditing of its operations and the operations of its subsidiaries.\n\t(2)\tA public corporation must, unless exempted by the Treasurer, establish an audit committee.\n\t(3)\tThe audit committee will comprise—\n\t(a)\tthe board of the corporation, or such members of the board, as the board may from time to time determine; and\n\t(b)\tsuch other person or persons as the board may from time to time appoint,\nbut may not include the chief executive officer of the corporation.\n\t(4)\tThe functions of a corporation's audit committee include—\n\t(a)\tthe reviewing of annual financial statements prior to their approval by the board to ensure that the statements provide a true and fair view of the state of affairs of the corporation and its subsidiaries; and\n\t(b)\tliaising with external auditors on all matters concerning the conduct and outcome of annual audits of the corporation and its subsidiaries; and\n\t(c)\tregular reviewing of the adequacy of the accounting, internal auditing, reporting and other financial management systems and practices of the corporation and its subsidiaries.\n32—Accounts and external audit\n\t(1)\tA public corporation must cause proper accounts to be kept of its financial affairs and financial statements to be prepared in respect of each financial year.\n\t(2)\tUnless exempted by the Treasurer, the corporation must include in its financial statements the financial statements of its subsidiaries on a consolidated basis.\n\t(3)\tThe accounts and financial statements must comply with—\n\t(a)\tthe requirements of the Treasurer contained in the corporation's charter; and\n\t(b)\tany applicable instructions of the Treasurer issued under the Public Finance and Audit Act 1987.\n\t(4)\tThe Auditor-General may at any time, and must in respect of each financial year, audit the accounts and financial statements of the corporation.\n33—Annual reports\n\t(1)\tA public corporation must, within three months after the end of each financial year, deliver to its Minister a report on the operations of the corporation and its subsidiaries during that financial year.\n\t(2)\tThe report must—\n\t(a)\tincorporate the audited accounts and financial statements of the corporation and each subsidiary (if any) of the corporation for the financial year; and\n\t(b)\tincorporate the corporation's charter as in force for that financial year; and\n\t(c)\tset out any approval or exemption given or determination made by its Minister or the Treasurer under this Act or the corporation's incorporating Act in respect of the corporation or any of its subsidiaries during that financial year or that has effect in respect of that financial year; and\n\t(d)\tset out any disclosure made during that financial year by a director of the corporation or a subsidiary of the corporation of an interest in a matter decided or under consideration by the board of the corporation or subsidiary; and\n\t(e)\tcontain the prescribed information relating to the remuneration of executives of the corporation and executives of its subsidiaries; and\n\t(f)\tcontain any other information required by or under the provisions of this or any other Act.\n\t(3)\tThe Minister must cause a copy of the report to be laid before both Houses of Parliament within 12 sitting days after his or her receipt of the report.\n34—Remuneration of corporation's directors\nExcept with the approval of the corporation's Minister, a director of a public corporation is not entitled to any remuneration (in addition to the remuneration determined by the Governor) for or in connection with—\n\t(a)\tmembership of the board of the corporation; or\n\t(b)\tmembership of the board of any subsidiary of the corporation; or\n\t(c)\tany appointment made by or at the direction of the board of the corporation or any subsidiary of the corporation.\n35—Minister to be consulted as to appointment or removal of chief executive officer\nThe board of a public corporation must not appoint or remove a person as chief executive officer of the corporation unless it has first consulted the corporation's Minister.\n36—Delegation\n\t(1)\tThe board of a public corporation may delegate any of its powers or functions.\n\t(2)\tA power or function delegated under this section may, if the instrument of delegation so provides, be further delegated.\n\t(3)\tA delegation—\n\t(a)\tmay be made subject to conditions and limitations specified in the instrument of delegation; and\n\t(b)\tis revocable at will and does not derogate from the power of the delegator to act in any matter.\n\t(4)\tA delegate must not act in any matter pursuant to the delegation in which the delegate has a direct or indirect pecuniary or personal interest.\n\t(5)\tIf a delegate makes a contract in contravention of subsection (4), the contract is liable to be avoided by the corporation or by the corporation's Minister.\n\t(6)\tA contract may not be avoided under subsection (5) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(7)\tIf a person is convicted of an offence for a contravention of subsection (4), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(8)\tIf a person is guilty of a contravention of subsection (4), the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(9)\tWithout limiting the effect of subsection (4), a person will be taken to have an interest in a matter for the purposes of subsection (4) if an associate of the person has an interest in the matter.\n\t(10)\tSubsection (4) does not apply in relation to a matter in which a person has an interest if the person is unaware that he or she has an interest in the matter, but, in any proceedings against the person, the burden will lie on the person to prove that he or she was not, at the material time, aware of his or her interest.\n\t(11)\tA contravention of subsection (4) by a person who is a director of the corporation constitutes a ground for removal of the director from the board.\n36A—Duty of employees to act honestly\n\t(1)\tAn employee of a public corporation must at all times act honestly in the performance of his or her duties, whether within or outside the State.\n\t(2)\tSubsection (1) does not apply to conduct that is merely of a trivial character and does not result in significant detriment to the public interest.\n\t(3)\tIf a person is convicted of an offence against this section in relation to a public corporation, the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(4)\tIf a person contravenes this section in relation to a public corporation, the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n36B—Duty of senior executives with respect to conflict of interest\n\t(1)\tA senior executive of a public corporation must—\n\t(a)\ton appointment as a senior executive, disclose his or her pecuniary interests to the board of the corporation in writing in accordance with the regulations; and\n\t(b)\ton acquiring any further pecuniary interest of a kind specified in the regulations, disclose the pecuniary interest to the board of the corporation in writing in accordance with the regulations; and\n\t(c)\tif a pecuniary interest (whether or not required to be disclosed under paragraph (a) or (b)) or other personal interest of the senior executive conflicts or may conflict with his or her duties—\n\t(i)\tdisclose in writing to the board of the corporation the nature of the interest and the conflict or potential conflict; and\n\t(ii)\tnot take action or further action in relation to the matter except as authorised in writing by the corporation's Minister.\n\t(2)\tSubsection (1)(a) applies to a person who is a senior executive of a public corporation on the commencement of this section as if the requirement to disclose interests on appointment as a senior executive were a requirement to disclose the interests within one month after that commencement.\n\t(3)\tA senior executive of a public corporation must comply with any written directions given by the corporation's Minister to resolve a conflict between the executive's duties and a pecuniary or other personal interest.\n\t(4)\tWithout limiting the effect of this section, a senior executive of a public corporation will be taken to have an interest in a matter for the purposes of this section if an associate of the executive has an interest in the matter.\n\t(5)\tA disclosure under subsection (1)(c) must be reported to the corporation's Minister.\n\t(6)\tIf a senior executive of a public corporation makes a disclosure of interest and complies with the other requirements of subsection (1) in respect of a proposed contract—\n\t(b)\tthe executive is not liable to account to the corporation for profits derived from the contract.\n\t(7)\tIf a senior executive of a public corporation fails to make a disclosure of interest or fails to comply with any other requirement of subsection (1) in respect of a proposed contract, the contract is liable to be avoided by the corporation or the corporation's Minister.\n\t(8)\tA contract may not be avoided under subsection (7) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(9)\tIf a person is convicted of an offence against this section in relation to a public corporation, the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(10)\tIf a person contravenes this section in relation to a public corporation, the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(11)\tThis section does not apply in relation to a conflict or potential conflict between a senior executive's duties and a pecuniary or other personal interest while the executive remains unaware of the conflict or potential conflict, but in any proceedings against the executive the burden will lie on the executive to prove that he or she was not, at the material time, aware of the conflict or potential conflict.\n37—Transactions with executives or associates of executives\n\t(1)\tNeither an executive of a public corporation nor an associate of an executive of a public corporation may, without the approval of the corporation's Minister, be directly or indirectly involved in a transaction with the corporation or a subsidiary of the corporation.\n\t(2)\tA person will be treated as being indirectly involved in a transaction for the purposes of subsection (1)—\n\t(a)\tif the person initiates, promotes or takes any part in negotiations or steps leading to the making of the transaction with a view to that person or an associate of that person gaining some financial or other benefit (whether immediately or at a time after the making of the transaction); and\n\t(b)\tdespite the fact that neither that person nor an agent, nominee or trustee of that person becomes a party to the transaction.\n\t(3)\tSubsection (1) does not apply—\n\t(i)\tthe receipt by the corporation or a subsidiary of the corporation of deposits of money or investments;\n\t(ii)\tthe provision of loans or other financial accommodation by the corporation or a subsidiary of the corporation for domestic or non-commercial purposes;\n\t(iii)\tthe provision of accident, health, life, property damage or income protection insurance or insurance against other risks (excluding credit or financial risks) by the corporation or a subsidiary of the corporation;\n\t(iv)\tthe provision of services (other than financial or insurance services) by the corporation or a subsidiary of the corporation,\n\t(b)\tto the employment of a person under a contract of service with the corporation or a subsidiary of the corporation or to a transaction that is ancillary or incidental to such employment; or\n\t(c)\tto transactions of a prescribed class.\n\t(4)\tIf a transaction is made with a public corporation or a subsidiary of a public corporation in contravention of subsection (1), the transaction is liable to be avoided by the corporation or by the corporation's Minister.\n\t(5)\tA transaction may not be avoided under subsection (4) if a person has acquired an interest in property the subject of the transaction in good faith for valuable consideration and without notice of the contravention.\n\t(6)\tAn executive of a public corporation must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subsection (1).\n\t(7)\tIf a person is convicted of an offence for a contravention of subsection (6), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(8)\tIf a person is guilty of a contravention of subsection (6), the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n38—Executives' and associates' interests in corporation or subsidiary\n\t(1)\tNeither an executive of a public corporation nor an associate of an executive of a public corporation may, without the approval of the corporation's Minister—\n\t(a)\thave or acquire a beneficial interest in shares in, debentures of or managed investment schemes of the corporation or any subsidiary of the corporation; or\n\t(b)\thave or hold or acquire (whether alone or with another person or persons) a right or option in respect of the acquisition or disposal of shares in, debentures of or interests in managed investment schemes of the corporation or any of its subsidiaries; or\n\t(c)\tbe a party to, or entitled to a benefit under, a contract under which a person has a right to call for or make delivery of shares in, debentures of or interests in managed investment schemes of the corporation or any of its subsidiaries.\n\t(2)\tAn executive of a public corporation must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subsection (1).\n\t(3)\tIf a person is convicted of an offence for a contravention of subsection (2), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the corporation—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(4)\tIf a person is guilty of a contravention of subsection (2), the corporation or the corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n38A—Duty of employees with respect to conflict of interest\n\t(1)\tIf an employee of a public corporation has a pecuniary or other personal interest that conflicts or may conflict with the employee's duties, the employee must disclose in writing to the chief executive of the corporation the nature of the interest and the conflict or potential conflict.\n\t(2)\tAn employee of a public corporation must comply with any written directions given by the chief executive of the corporation to resolve a conflict between the employee's duties and a pecuniary or other personal interest.\n\t(3)\tWithout limiting the effect of this section, an employee of a public corporation will be taken to have an interest in a matter for the purposes of this section if an associate of the employee has an interest in the matter.\n\t(4)\tA disclosure under subsection (1) must be reported to the board of the corporation and to the corporation's Minister.\n\t(5)\tFailure by an employee to comply with this section constitutes grounds for termination of the employee's employment (but this does not derogate from any statutory provisions or other law governing the process for discipline or termination of employment of an employee).\n\t(6)\tIf an employee of a public corporation makes a disclosure of interest under subsection (1) in respect of a proposed contract—\n\t(b)\tthe employee is not liable to account to the corporation for profits derived from the contract.\n\t(7)\tIf an employee of a public corporation fails to make a disclosure of interest under subsection (1) in respect of a proposed contract, the contract is liable to be avoided by the corporation or the corporation's Minister.\n\t(8)\tA contract may not be avoided under subsection (7) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(9)\tIf a person contravenes this section in relation to a public corporation, the corporation or the corporation's Minister may recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the corporation or a subsidiary of the corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(10)\tThis section does not apply in relation to a conflict or potential conflict between an employee's duties and a pecuniary or other personal interest while the employee remains unaware of the conflict or potential conflict, but in any proceedings against the employee the burden will lie on the employee to prove that he or she was not, at the material time, aware of the conflict or potential conflict.\n\t(11)\tThis section does not apply to a senior executive of a public corporation.\n38B—Exclusion of operation of Commonwealth industrial relations legislation in specified cases\n\t(1)\tThe following entities are declared not to be national system employers for the purposes of the Fair Work Act 2009 of the Commonwealth:\n\t(a)\tthe Adelaide Convention Centre Corporation;\n\t(b)\tthe Adelaide Entertainments Corporation;\n\t(c)\tthe Urban Renewal Authority.\n\t(2)\tThe Governor may, by proclamation, fix a day on which a paragraph under subsection (1) will expire.\n39—Validity of transactions of corporation\n\t(1)\tSubject to subsection (2), a transaction to which a public corporation is a party or apparently a party (whether made or apparently made under the corporation's common seal or by a person with authority to bind the corporation) is not invalid because of—\n\t(a)\tany deficiency of power on the part of the corporation; or\n\t(b)\tany procedural irregularity on the part of the board or any director, employee or agent of the corporation; or\n\t(c)\tany procedural irregularity affecting the appointment of a director, employee or agent of the corporation.\n\t(2)\tThis section does not validate a transaction in favour of a party—\n\t(a)\twho enters into the transaction with actual knowledge of the deficiency or irregularity; or\n\t(b)\twho has a connection or relationship with the corporation such that the person ought to know of the deficiency or irregularity.\n40—Power to investigate corporation's or subsidiary's operations\n\t(1)\tA public corporation's Minister may appoint—\n\t(a)\tthe Auditor-General; or\n\t(b)\tsome other suitable person,\nto make an investigation and report under this section.\n\t(2)\tAn investigator so appointed—\n\t(a)\tmust investigate such matters relating to the operations and financial position of the corporation or any of its subsidiaries as are determined by the Minister, which matters may include—\n\t(i)\tany possible conflict of interest or breach of duty or other unlawful, corrupt or improper activity on the part of a director or employee of the corporation or any of its subsidiaries; or\n\t(ii)\tany possible failure to exercise reasonable care and diligence on the part of a director or employee of the corporation or any of its subsidiaries;\n\t(b)\tmay investigate a matter of a kind referred to in subparagraph (i) or (ii) that the investigator has not been required by the Minister to investigate if, in his or her opinion, the matter should be investigated and it is practicable to do so.\n\t(3)\tThe investigator must—\n\t(a)\treport to the Minister on the results of an investigation or investigations under subsection (2) and advise the Minister whether, in his or her opinion, any matter should be the subject of further action; and\n\t(b)\twhere, in the case of a matter referred to in subsection (2)(b), the investigator decided not to investigate or complete investigation of the matter—report on the matter to the Minister and advise whether, in his or her opinion, the matter should be the subject of any or further investigation or other action.\n\t(4)\tThe investigator must comply with any directions of the Minister as to the manner in which the investigation is to be conducted and the manner in which the results of the investigation are to be reported, including any direction requiring reports to be presented to a specified person or body in addition to the Minister.\n\t(5)\tSubject to any directions of the Minister, the investigator may, if he or she sees fit to do so in connection with the investigation, make public statements as to the nature and conduct of the investigation and may invite and receive information or submissions as to any matter relevant to the investigation from such persons as he or she thinks fit.\n\t(6)\tThe investigator must, when presenting to the Minister any report that the investigator considers need not remain confidential, also present copies of the report to the President of the Legislative Council and the Speaker of the House of Assembly who must in turn, not later than the first sitting day after receipt of the reports, lay them before their respective Houses.\n\t(7)\tFor the purposes of an investigation under this section, the investigator and authorised persons have the same powers as the Auditor-General and authorised officers have under Division 3 of Part 3 of the Public Finance and Audit Act 1987 for an audit or examination under that Act, and the provisions of that Division (including section 34(2) and (3)) apply in relation to the investigation and the exercise of those powers as if the investigator or authorised person were the Auditor-General or an authorised officer exercising those powers under that Division.\n\t(8)\tWithout limiting the effect of any other provisions of this section, a magistrate may, on application by the investigator—\n\t(a)\tif satisfied that there are reasonable grounds to believe that a person has information, or possession or control of records, relevant to the investigation, issue a summons requiring the person to appear before the investigator and answer questions or produce the records;\n\t(b)\tif satisfied that a person has been served with such a summons and paid or tendered a reasonable sum for the person's expenses but has failed (without reasonable excuse) to appear or produce records in obedience to the summons, issue a warrant directed to all members of the police force for the person to be apprehended and brought before the investigator.\n\t(9)\tThe grounds of an application for a summons or warrant must be verified by affidavit.\n\t(10)\tA person who—\n\t(a)\tis served with a summons under this section and paid or tendered a reasonable sum for the person's expenses; but\n\t(b)\tfails (without reasonable excuse) to obey the summons,\nis guilty of a summary offence.\nPenalty: Division 6 fine or division 6 imprisonment.\n\t(11)\tAn investigator or authorised person incurs no civil or criminal liability for an honest act or omission in the exercise or purported exercise of a power conferred by this section.\n\t(12)\tA person incurs no civil or criminal liability for anything done honestly in compliance or purported compliance with a requirement of an investigator or authorised person under this section.\n\t(13)\tIn this section—\nauthorised person in relation to an investigation under this section, means a person authorised by the investigator to exercise the powers conferred by this section for the purposes of the investigation.\n41—Approvals and exemptions\n\t(1)\tAn approval or exemption given by a Minister under this Act may be—\n\t(a)\tspecific or general; and\n\t(b)\tconditional or unconditional.\n\t(2)\tAn approval or exemption or a condition of an approval or exemption given by a Minister under this Act may be varied or revoked by the Minister at any time.\n42—Proceedings for offences\n\t(1)\tA complaint for an offence against this Act may not be made except with the consent of the Director of Public Prosecutions.\n\t(2)\tNotwithstanding any other Act, proceedings for a summary offence against this Act may be brought within the period of three years after the date on which the offence is alleged to have been committed or, with the consent of the Director of Public Prosecutions, at any later time.\n\t(3)\tA document purporting to be a consent of the Director of Public Prosecutions given under this section is, in the absence of proof to the contrary, proof of the consent.\n43—Regulations\nThe Governor may make such regulations as are contemplated by this Act or necessary or expedient for the purposes of this Act.\nSchedule—Provisions applicable to subsidiaries\n1—Application and interpretation\n\t(1)\tThis Schedule applies—\n\t(a)\tto a body corporate established by regulation under Part 5 as a subsidiary of a public corporation; and\n\t(b)\tsubject to the regulations, to a company that is a subsidiary of a public corporation.\n\t(2)\tIn this Schedule—\nboard in relation to a subsidiary, means the board of directors of the subsidiary;\ndirector in relation to a subsidiary, means a person appointed as a member of the board of the subsidiary;\nparent corporation in relation to a subsidiary, means the public corporation of which the subsidiary is a subsidiary.\n2—Direction by board of parent corporation\n\t(1)\tA subsidiary is subject to control and direction by the board of its parent corporation.\n\t(2)\tHowever, a subsidiary is not subject to control or direction in relation to the performance of its functions (if any) as a trustee.\n3—General management duties of board\n\t(1)\tThe board of a subsidiary is responsible to its parent corporation for overseeing the operations of the subsidiary with the goal of—\n\t(a)\tsecuring continuing improvements of performance; and\n\t(b)\tprotecting the long term viability of the subsidiary and the Crown's financial interests in the subsidiary.\n\t(2)\tWithout limiting the effect of subclause (1), the board must for that purpose ensure as far as practicable—\n\t(a)\tthat the subsidiary establishes or observes all such plans, targets, structures, systems and practices as are required or applied to the subsidiary by its parent corporation; and\n\t(b)\tthat the subsidiary operates within the limits imposed by its parent corporation's incorporating Act and charter and complies with the requirements imposed by or under this or any other Act or law; and\n\t(c)\tthat the subsidiary observes high standards of corporate and business ethics; and\n\t(d)\tthat its parent corporation receives regular reports on the performance of the subsidiary and on the initiatives of the board; and\n\t(e)\tthat its parent corporation is advised, as soon as practicable, of any material development that affects the financial or operating capacity of the subsidiary or gives rise to an expectation that the subsidiary may not be able to meet its debts as and when they fall due; and\n\t(f)\tthat all information furnished to its parent corporation by the subsidiary is accurate and comprehensive.\n4—Directors' duties of care etc\n\t(1)\tA director of a subsidiary must at all times exercise a reasonable degree of care and diligence in the performance of his or her functions, and (without limiting the effect of the foregoing) for that purpose—\n\t(a)\tmust take reasonable steps to inform himself or herself about the subsidiary, its parent corporation and the other subsidiaries of its parent corporation, their businesses and activities and the circumstances in which they operate; and\n\t(b)\tmust take reasonable steps through the processes of the board to obtain sufficient information and advice about all matters to be decided by the board or pursuant to a delegation to enable him or her to make conscientious and informed decisions; and\n\t(c)\tmust exercise an active discretion with respect to all matters to be decided by the board or pursuant to a delegation.\n\t(2)\tA director is not bound to give continuous attention to the affairs of the subsidiary but is required to exercise reasonable diligence in attendance at and preparation for board meetings.\n\t(3)\tIn determining the degree of care and diligence required to be exercised by a director, regard must be had to the skills, knowledge or acumen possessed by the director and to the degree of risk involved in any particular circumstances.\n\t(4)\tIf a director of a subsidiary is culpably negligent in the performance of his or her functions, the director is guilty of an offence.\n\t(5)\tA director is not culpably negligent for the purposes of subclause (5) unless the court is satisfied the director's conduct fell sufficiently short of the standards required under this Schedule of the director to warrant the imposition of a criminal sanction.\n\t(6)\tA director of a subsidiary does not commit any breach of duty under this clause by acting in accordance with a direction of the board of its parent corporation.\n5—Directors' duties of honesty\n\t(1)\tA director of a subsidiary must at all times act honestly in the performance of the functions of his or her office, whether within or outside the State.\n\t(2)\tSubclause (1) does not apply to conduct that is merely of a trivial character and does not result in significant detriment to the public interest.\n6—Transactions with directors or associates of directors\n\t(1)\tNeither a director of a subsidiary nor an associate of a director of a subsidiary may, without the approval of the parent corporation's Minister, be directly or indirectly involved in a transaction with the subsidiary, its parent corporation or any other subsidiary of its parent corporation.\n\t(2)\tA person will be treated as being indirectly involved in a transaction for the purposes of subclause (1)—\n\t(a)\tif the person initiates, promotes or takes any part in negotiations or steps leading to the making of the transaction with a view to that person or an associate of that person gaining some financial or other benefit (whether immediately or at a time after the making of the transaction); and\n\t(b)\tdespite the fact that neither that person nor an agent, nominee or trustee of that person becomes a party to the transaction.\n\t(3)\tSubclause (1) does not apply to—\n\t(i)\tthe receipt by the subsidiary, its parent corporation or any other subsidiary of the corporation of deposits of money or investments;\n\t(ii)\tthe provision of loans or other financial accommodation by the subsidiary, its parent corporation or any other subsidiary of the corporation for domestic or non-commercial purposes;\n\t(iii)\tthe provision of accident, health, life, property damage or income protection insurance or insurance against other risks (excluding credit or financial risks) by the subsidiary, its parent corporation or any other subsidiary of the corporation;\n\t(iv)\tthe provision of services (other than financial or insurance services) by the subsidiary, its parent corporation or any other subsidiary of the corporation,\n\t(ab)\tto the employment of a person under a contract of service with the subsidiary, its parent corporation or any other subsidiary of the corporation or to a transaction that is ancillary or incidental to such employment; or\n\t(b)\tto transactions of a prescribed class.\n\t(4)\tIf a transaction is made with the subsidiary, its parent corporation or any other subsidiary of its parent corporation in contravention of subclause (1), the transaction is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(5)\tA transaction may not be avoided under subclause (4) if a person has acquired an interest in property the subject of the transaction in good faith for valuable consideration and without notice of the contravention.\n\t(6)\tA director of a subsidiary must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subclause (1).\n7—Directors' and associates' interests in subsidiary or parent corporation\n\t(1)\tNeither a director of a subsidiary nor an associate of a director of a subsidiary may, without the approval of the parent corporation's Minister—\n\t(a)\thave or acquire a beneficial interest in shares in, debentures of or managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation; or\n\t(b)\thave or hold or acquire (whether alone or with another person or persons) a right or option in respect of the acquisition or disposal of shares in, debentures of or interests in managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation; or\n\t(c)\tbe a party to, or entitled to a benefit under, a contract under which a person has a right to call for or make delivery of shares in, debentures of or interests in managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation.\n\t(2)\tA director of a subsidiary must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subclause (1).\n8—Conflict of interest\n\t(1)\tA director of a subsidiary who has a direct or indirect personal or pecuniary interest in a matter decided or under consideration by the board—\n\t(a)\tmust, as soon as reasonably practicable, disclose in writing to the board full and accurate details of the interest; and\n\t(b)\tmust not take part in any discussion by the board relating to that matter; and\n\t(c)\tmust not vote in relation to that matter; and\n\t(d)\tmust be absent from the meeting room when any such discussion or voting is taking place.\n\t(2)\tIf a director makes a disclosure of interest and complies with the other requirements of subclause (1) in respect of a proposed contract—\n\t(b)\tthe director is not liable to account to the subsidiary for profits derived from the contract.\n\t(3)\tIf a director fails to make a disclosure of interest or fails to comply with any other requirement of subclause (1) in respect of a proposed contract, the contract is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(4)\tA contract may not be avoided under subclause (3) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(5)\tWhere a director of a subsidiary has or acquires a personal or pecuniary interest, or is or becomes the holder of an office, such that it is reasonably foreseeable that a conflict might arise with his or her duties as a director of the subsidiary, the director must, as soon as reasonably practicable, disclose in writing to the board of the subsidiary full and accurate details of the interest or office.\n\t(6)\tA disclosure under this clause must be recorded in the minutes of the board and reported to the board of the parent corporation and the parent corporation's Minister.\n\t(7)\tIf, in the opinion of the parent corporation's Minister, a particular interest or office of a director is of such significance that the holding of the interest or office is not consistent with the proper discharge of the duties of the director, the Minister may require the director either to divest himself or herself of the interest or office or to resign from the board (and non-compliance with the requirement constitutes misconduct and hence a ground for removal of the director from the board).\n\t(8)\tWithout limiting the effect of this clause, a director will be taken to have an interest in a matter for the purposes of this clause if an associate of the director has an interest in the matter.\n\t(9)\tThis clause does not apply in relation to a matter in which a director has an interest while the director remains unaware that he or she has an interest in the matter, but in any proceedings against the director the burden will lie on the director to prove that he or she was not, at the material time, aware of his or her interest.\n9—Removal of director or board\nNon-compliance by a director of a subsidiary with a duty imposed by this Schedule constitutes a ground for removal of the director from office.\n10—Civil liability if director or former director of subsidiary contravenes this Schedule\n\t(1)\tIf a person who is a director or former director of a subsidiary is convicted of an offence for a contravention of any of the preceding provisions of this Schedule (other than an offence consisting of culpable negligence), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the parent corporation of the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(2)\tIf a person who is a director or former director of a subsidiary is guilty of a contravention of any of the preceding provisions of this Schedule for which a criminal penalty is fixed (other than a contravention consisting of culpable negligence), the parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n11—Immunity for directors of subsidiaries\n\t(1)\tSubject to this Act, no civil liability attaches to a director of a subsidiary of a public corporation for an act or omission in the performance or discharge, or purported performance or discharge, of the director's functions or duties.\n\t(2)\tAn action that would, but for subclause (1), lie against the director lies instead against the subsidiary.\n\t(3)\tThis clause does not prejudice rights of action of the Crown, the parent corporation or the subsidiary in respect of an act or omission not in good faith.\n12—Tax and other liabilities of subsidiary\n\t(1)\tExcept as otherwise determined by the Treasurer, a subsidiary is liable to all such rates (other than rates that would be payable to a council), duties, taxes and imposts and has all such other liabilities and duties as would apply under the law of the State if the subsidiary were not an instrumentality of the Crown.\n\t(2)\tExcept as otherwise determined by the Treasurer, a subsidiary is liable to pay to the Treasurer, for the credit of the Consolidated Account, such amounts as the Treasurer from time to time determines to be equivalent to—\n\t(a)\tincome tax and any other taxes or imposts that the subsidiary does not pay to the Commonwealth but would be liable to pay under the law of the Commonwealth if it were constituted and organised in such manner as the Treasurer determines to be appropriate for the purposes of this subclause as a public company or group of public companies carrying on the business carried on by the subsidiary; and\n\t(b)\trates that the subsidiary would be liable to pay to a council if the subsidiary were not an instrumentality of the Crown.\n\t(3)\tAmounts determined by the Treasurer to be payable under subclause (2) must be paid by the subsidiary at the times and in the manner determined by the Treasurer.\n\t(4)\tThis clause does not affect any liability that the subsidiary would have apart from this clause to pay rates to a council.\n13—Accounts and external audit\n\t(1)\tA subsidiary must cause proper accounts to be kept of its financial affairs and financial statements to be prepared in respect of each financial year.\n\t(2)\tThe accounts and financial statements must comply with—\n\t(a)\tthe requirements of the Treasurer contained in its parent corporation's charter; and\n\t(b)\tany applicable instructions of the Treasurer issued under the Public Finance and Audit Act 1987.\n\t(3)\tThe Auditor-General may at any time, and must in respect of each financial year, audit the accounts and financial statements of the subsidiary.\n14—Delegation\n\t(1)\tThe board of a subsidiary may delegate any of its powers or functions.\n\t(2)\tA power or function delegated under this clause may, if the instrument of delegation so provides, be further delegated.\n\t(3)\tA delegation—\n\t(a)\tmay be made subject to conditions and limitations specified in the instrument of delegation; and\n\t(b)\tis revocable at will and does not derogate from the power of the delegator to act in any matter.\n\t(4)\tA delegate must not act in any matter pursuant to the delegation in which the delegate has a direct or indirect pecuniary or personal interest.\n\t(5)\tIf a delegate makes a contract in contravention of subclause (4), the contract is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(6)\tA contract may not be avoided under subclause (5) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(7)\tIf a person is convicted of an offence for a contravention of subclause (4), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the subsidiary suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(8)\tIf a person is guilty of a contravention of subclause (4), the subsidiary or the subsidiary's parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(9)\tWithout limiting the effect of subclause (4), a person will be taken to have an interest in a matter for the purposes of subclause (4) if an associate of the person has an interest in the matter.\n\t(10)\tSubclause (4) does not apply in relation to a matter in which a person has an interest if the person is unaware that he or she has an interest in the matter, but, in any proceedings against the person, the burden will lie on the person to prove that he or she was not, at the material time, aware of his or her interest.\n\t(11)\tA contravention of subclause (4) by a person who is a director of the subsidiary constitutes a ground for removal of the director from the board of the subsidiary.\n14A—Duty of employees to act honestly\n\t(1)\tAn employee of a subsidiary must at all times act honestly in the performance of his or her duties, whether within or outside the State.\n\t(2)\tSubclause (1) does not apply to conduct that is merely of a trivial character and does not result in significant detriment to the public interest.\n\t(3)\tIf a person is convicted of an offence against this clause in relation to a subsidiary, the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the parent corporation of the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(4)\tIf a person contravenes this clause in relation to a subsidiary, the parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention— compensation for the loss or damage.\n14B—Duty of senior executives with respect to conflict of interest\n\t(1)\tA senior executive of a subsidiary must—\n\t(a)\ton appointment as a senior executive, disclose his or her pecuniary interests to the board of the subsidiary in writing in accordance with the regulations; and\n\t(b)\ton acquiring any further pecuniary interest of a kind specified in the regulations, disclose the pecuniary interest to the board of the subsidiary in writing in accordance with the regulations; and\n\t(c)\tif a pecuniary interest (whether or not required to be disclosed under paragraph (a) or (b)) or other personal interest of the senior executive conflicts or may conflict with his or her duties—\n\t(i)\tdisclose in writing to the board of the subsidiary the nature of the interest and the conflict or potential conflict; and\n\t(ii)\tnot take action or further action in relation to the matter except as authorised in writing by the subsidiary's parent corporation's Minister.\n\t(2)\tSubclause (1)(a) applies to a person who is a senior executive of a subsidiary on the commencement of this clause as if the requirement to disclose interests on appointment as a senior executive were a requirement to disclose the interests within one month after that commencement.\n\t(3)\tA senior executive of a subsidiary must comply with any written directions given by the subsidiary's parent corporation's Minister to resolve a conflict between the executive's duties and a pecuniary or other personal interest.\n\t(4)\tWithout limiting the effect of this clause, a senior executive of a subsidiary will be taken to have an interest in a matter for the purposes of this clause if an associate of the executive has an interest in the matter.\n\t(5)\tA disclosure under subclause (1)(c) must be reported to the board of the parent corporation and the parent corporation's Minister.\n\t(6)\tIf a senior executive of a subsidiary makes a disclosure of interest and complies with the other requirements of subclause (1) in respect of a proposed contract—\n\t(b)\tthe executive is not liable to account to the subsidiary for profits derived from the contract.\n\t(7)\tIf a senior executive of a subsidiary fails to make a disclosure of interest or fails to comply with any other requirement of subclause (1) in respect of a proposed contract, the contract is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(8)\tA contract may not be avoided under subclause (7) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(9)\tIf a person is convicted of an offence against this clause in relation to a subsidiary, the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the parent corporation of the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit; and\n\t(b)\tif the court is satisfied that the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(10)\tIf a person contravenes this clause in relation to a subsidiary, the parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention— compensation for the loss or damage.\n\t(11)\tThis clause does not apply in relation to a conflict or potential conflict between a senior executive's duties and a pecuniary or other personal interest while the executive remains unaware of the conflict or potential conflict, but in any proceedings against the executive the burden will lie on the executive to prove that he or she was not, at the material time, aware of the conflict or potential conflict.\n15—Transactions with executives or associates of executives\n\t(1)\tNeither an executive of a subsidiary nor an associate of an executive of a subsidiary may, without the approval of the parent corporation's Minister, be directly or indirectly involved in a transaction with the subsidiary, its parent corporation or any other subsidiary of its parent corporation.\n\t(2)\tA person will be treated as being indirectly involved in a transaction for the purposes of subclause (1)—\n\t(a)\tif the person initiates, promotes or takes any part in negotiations or steps leading to the making of the transaction with a view to that person or an associate of that person gaining some financial or other benefit (whether immediately or at a time after the making of the transaction); and\n\t(b)\tdespite the fact that neither that person nor an agent, nominee or trustee of that person becomes a party to the transaction.\n\t(3)\tSubclause (1) does not apply—\n\t(i)\tthe receipt by the subsidiary, its parent corporation or any other subsidiary of the corporation of deposits of money or investments;\n\t(ii)\tthe provision of loans or other financial accommodation by the subsidiary, its parent corporation or any other subsidiary of the corporation for domestic or non-commercial purposes;\n\t(iii)\tthe provision of accident, health, life, property damage or income protection insurance or insurance against other risks (excluding credit or financial risks) by the subsidiary, its parent corporation or any other subsidiary of the corporation;\n\t(iv)\tthe provision of services (other than financial or insurance services) by the subsidiary, its parent corporation or any other subsidiary of the corporation,\n\t(b)\tto the employment of a person under a contract of service with the subsidiary, its parent corporation or any other subsidiary of the corporation or to a transaction that is ancillary or incidental to such employment; or\n\t(c)\tto transactions of a prescribed class.\n\t(4)\tIf a transaction is made with the subsidiary, its parent corporation or any other subsidiary of its parent corporation in contravention of subclause (1), the transaction is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(5)\tA transaction may not be avoided under subclause (4) if a person has acquired an interest in property the subject of the transaction in good faith for valuable consideration and without notice of the contravention.\n\t(6)\tAn executive of a subsidiary must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subclause (1).\n\t(7)\tIf a person is convicted of an offence for a contravention of subclause (6), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the parent corporation of the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the subsidiary, its parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(8)\tIf a person is guilty of a contravention of subclause (6), the parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, its parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n16—Executives' and associates' interests in subsidiary or parent corporation\n\t(1)\tNeither an executive of a subsidiary nor an associate of an executive of a subsidiary may, without the approval of the parent corporation's Minister—\n\t(a)\thave or acquire a beneficial interest in shares in, debentures of or managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation; or\n\t(b)\thave or hold or acquire (whether alone or with another person or persons) a right or option in respect of the acquisition or disposal of shares in, debentures of or interests in managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation; or\n\t(c)\tbe a party to, or entitled to a benefit under, a contract under which a person has a right to call for or make delivery of shares in, debentures of or interests in managed investment schemes of the subsidiary, its parent corporation or any other subsidiary of its parent corporation.\n\t(2)\tAn executive of a subsidiary must not counsel, procure, induce or be in any way (whether by act or omission or directly or indirectly) knowingly concerned in, or party to, a contravention of subclause (1).\n\t(3)\tIf a person is convicted of an offence for a contravention of subclause (2), the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay to the parent corporation of the subsidiary—\n\t(a)\tif the court is satisfied that the person or any other person made a profit as a result of the contravention—an amount equal to the profit;\n\t(b)\tif the court is satisfied that the subsidiary, its parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n\t(4)\tIf a person is guilty of a contravention of subclause (2), the parent corporation or the parent corporation's Minister may (whether or not proceedings have been brought for the offence) recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, its parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention—compensation for the loss or damage.\n16A—Duty of employees with respect to conflict of interest\n\t(1)\tIf an employee of a subsidiary has a pecuniary or other personal interest that conflicts or may conflict with the employee's duties, the employee must disclose in writing to the chief executive of the subsidiary the nature of the interest and the conflict or potential conflict.\n\t(2)\tAn employee of a subsidiary must comply with any written directions given by the chief executive of the subsidiary to resolve a conflict between the employee's duties and a pecuniary or other personal interest.\n\t(3)\tWithout limiting the effect of this clause, an employee of a subsidiary will be taken to have an interest in a matter for the purposes of this clause if an associate of the employee has an interest in the matter.\n\t(4)\tA disclosure under subclause (1) must be reported to the board of the subsidiary, the board of the parent corporation and the parent corporation's Minister.\n\t(5)\tFailure by an employee to comply with this clause constitutes grounds for termination of the employee's employment (but this does not derogate from any statutory provisions or other law governing the process for discipline or termination of employment of an employee).\n\t(6)\tIf an employee of a subsidiary makes a disclosure of interest under subclause (1) in respect of a proposed contract—\n\t(b)\tthe employee is not liable to account to the subsidiary for profits derived from the contract.\n\t(7)\tIf an employee of a subsidiary fails to make a disclosure of interest under subclause (1) in respect of a proposed contract, the contract is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.\n\t(8)\tA contract may not be avoided under subclause (7) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.\n\t(9)\tIf a person contravenes this clause in relation to a subsidiary, the parent corporation or the parent corporation's Minister may recover from the person by action in a court of competent jurisdiction—\n\t(b)\tif the subsidiary, the parent corporation or any other subsidiary of the parent corporation suffered loss or damage as a result of the contravention— compensation for the loss or damage.\n\t(10)\tThis clause does not apply in relation to a conflict or potential conflict between an employee's duties and a pecuniary or other personal interest while the employee remains unaware of the conflict or potential conflict, but in any proceedings against the employee the burden will lie on the employee to prove that he or she was not, at the material time, aware of the conflict or potential conflict.\n\t(11)\tThis clause does not apply to a senior executive of a subsidiary.\n17—Validity of transactions of subsidiary\n\t(1)\tSubject to subclause (2), a transaction to which a subsidiary is a party or apparently a party (whether made or apparently made under the subsidiary's common seal or by a person with authority to bind the subsidiary) is not invalid because of—\n\t(a)\tany deficiency of power on the part of the subsidiary; or\n\t(b)\tany procedural irregularity on the part of the board or any director, employee or agent of the subsidiary; or\n\t(c)\tany procedural irregularity affecting the appointment of a director, employee or agent of the subsidiary.\n\t(2)\tThis clause does not validate a transaction in favour of a party—\n\t(a)\twho enters into the transaction with actual knowledge of the deficiency or irregularity; or\n\t(b)\twho has a connection or relationship with the corporation such that the person ought to know of the deficiency or irregularity.\nLegislative history\nNotes\n\t•\tPlease note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.\n\t•\tEarlier versions of this Act (historical versions) are listed at the end of the legislative history.\n\t•\tFor further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au.\nPrincipal Act and amendments\nNew entries appear in bold.\nYear\nNo\nTitle\nAssent\nCommencement\n Public Corporations Act 1993\n13.5.1993\n1.9.1993 (Gazette 19.8.1993 p868)\n Statutes Amendment (Honesty and Accountability in Government) Act 2003\n31.7.2003\nPt 4 (ss 8—17)—29.4.2004 (Gazette 29.4.2004 p1173)\n Statutes Amendment (Domestic Partners) Act 2006\n14.12.2006\nPt 69 (s 179)—1.6.2007 (Gazette 26.4.2007 p1352)\n Statutes Amendment (National Industrial Relations System) Act 2009\n26.11.2009\nPt 11 (s 39)—1.1.2010 (Gazette 17.12.2009 p6351)\n Statutes Amendment (Public Sector Consequential Amendments) Act 2009\n10.12.2009\nPt 125 (ss 285 & 286)—1.2.2010 (Gazette 28.1.2010 p320)\n Public Corporations (Subsidiaries) Amendment Act 2013\n Statutes Amendment and Repeal (Simplify) Act 2017\nPt 26 (s 100)—15.3.2017: s 2(1)\n Statutes Amendment (SACAT No 2) Act 2017\n28.11.2017\nPt 40 (s 213)—5.7.2018 (Gazette 28.6.2018 p2618)\nProvisions amended\nNew entries appear in bold.\nEntries that relate to provisions that have been deleted appear in italics.\nProvision\nHow varied\nCommencement\nPt 1\n\ns 2\nomitted under Legislation Revision and Publication Act 2002\ns 3\n\ns 3(1)\n\ndebenture\namended by 36/2003 s 8(a)\ndomestic partner\ninserted by 43/2006 s 179(1)\nmanaged investment scheme\ninserted by 36/2003 s 8(b)\nprescribed interest\ndeleted by 36/2003 s 8(c)\nrelative\namended by 43/2006 s 179(2)\nrelevant interest\namended by 36/2003 s 8(d)\nsenior executive\ninserted by 36/2003 s 8(e)\nspouse\nsubstituted by 43/2006 s 179(3)\nsubsidiary\namended by 36/2003 s 8(f)\ns 3(2)\namended by 43/2006 s 179(4)\ns 5\n\ns 5(1a)\ninserted by 36/2003 s 9(a)\ns 5(3)\namended by 36/2003 s 9(b)\nPt 4\n\ns 16\n\ns 16(2)\nsubstituted by 36/2003 s 10\ns 16(3)\ndeleted by 36/2003 s 10\ns 17\n\ns 17(3)\namended by 36/2003 s 11\ns 18\n\ns 18(1)\namended by 36/2003 s 12\ns 19\n\ns 19(1)\namended by 36/2003 s 13(a)\ns 19(5)\namended by 36/2003 s 13(b)\ns 22\nsubstituted by 84/2009 s 285\nPt 5\n\ns 24\n\ns 24(2)\namended by 73/2013 s 3\n\namended by 51/2017 s 213\n5.7.2018\nPt 6\n\nss 36A and 36B\ninserted by 36/2003 s 14\ns 38\n\ns 38(1)\namended by 36/2003 s 15\ns 38A\ninserted by 36/2003 s 16\ns 38B\ninserted by 58/2009 s 39\n1.1.2010\ns 38B(1)\n(a)—(c) may expire by proclamation: s 38B(2)\n\namended by 7/2017 s 100\nSch\n\ncl 2\n\ncl 2(1)\ncl 2 redesignated as cl 2(1) by 73/2013 s 4\ncl 2(2)\ninserted by 73/2013 s 4\ncl 5\n\ncl 5(2)\nsubstituted by 36/2003 s 17(a)\ncl 5(3)\ndeleted by 36/2003 s 17(a)\ncl 6\n\ncl 6(3)\namended by 36/2003 s 17(b)\ncl 7\n\ncl 7(1)\namended by 36/2003 s 17(c)—(e)\ncl 8\n\ncl 8(1)\namended by 36/2003 s 17(f)\ncl 8(5)\namended by 36/2003 s 17(g)\ncl 11\nsubstituted by 84/2009 s 286\ncll 14A and 14B\ninserted by 36/2003 s 17(h)\ncl 16\n\ncl 16(1)\namended by 36/2003 s 17(i)—(k)\ncl 16A\ninserted by 36/2003 s 17(l)\nHistorical versions\n\n1.1.2010\n\nAppendix—Divisional penalties and expiation fees\nAt the date of publication of this version divisional penalties and expiation fees are, as provided by section 28A of the Acts Interpretation Act 1915, as follows:\n\nDivision\nMaximum imprisonment\nMaximum fine\nExpiation fee\n15 years\n$60 000\n—\n10 years\n$40 000\n—\n7 years\n$30 000\n—\n4 years\n$15 000\n—\n2 years\n$8 000\n—\n1 year\n$4 000\n$300\n6 months\n$2 000\n$200\n3 months\n$1 000\n$150\n–\n$500\n$100\n–\n$200\n$75\n–\n$100\n$50\n–\n$50\n$25\nNote: This appendix is provided for convenience of reference only.","sortOrder":4}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"name":"Public Corporations Act 1993","slug":"public-corporations-act-1993","title_id":"public-corporations-act-1993","version_id":106419,"analysis_type":"summary","content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"This is the complete current version of the Public Corporations Act 1993 (SA). It is a whole Act covering governance of South Australian public corporations."},"complexity_factors":["Interaction with Corporations Act 2001 (Cth) concepts through incorporated terminology","Directors' duties impose both criminal and civil liability with nuanced standards","Ministerial control framework creates public law obligations alongside commercial law obligations","Subsidiary and joint venture approval requirements add complexity for group structures"],"plain_english_summary":"The Public Corporations Act 1993 (SA) governs the control and accountability of South Australian public corporations: statutory bodies that are established by or under other Acts to carry out commercial or semi-commercial activities. The Act imposes obligations on boards and directors, provides for ministerial control, and sets out financial and reporting requirements.\n\nPart 1 contains preliminary provisions including the definition of 'public corporation' (entities declared to be public corporations by regulation or under the Act). Part 2 governs ministerial control: the Minister may give directions to the corporation's board (with disclosure obligations), and a ministerial representative may attend meetings. Part 3 requires corporations to have a charter and performance statements. Part 4 imposes duties on boards and directors, including: the board's general management duties (s 14) to oversee operations and protect the Crown's financial interests; directors' duties of care and diligence (s 15, with criminal liability for culpable negligence); directors' duties of honesty (s 16); regulation of transactions with directors or associates (s 17); conflict of interest provisions (s 19); and the power to remove directors (s 20). Civil liability for director contraventions is provided by section 21, while directors have statutory immunity for acts in good faith (s 22). Part 5 deals with subsidiaries and joint operations, including Treasurer's approval requirements. Part 6 contains financial and other provisions."},"kimi_summary":{"_metrics":{"completionTokens":776},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":true,"description":"The legislation has expanded significantly from its original 1993 form. Major amendments in 2003 added extensive honesty and accountability provisions (sections 36A, 36B, 38A, and Schedule clauses 14A, 14B, 16A), creating duties for employees and senior executives that didn't exist originally. The 2009 amendments inserted section 38B excluding certain corporations from Commonwealth industrial relations law. The 2013 amendments restructured subsidiary control provisions. What began as a framework for ministerial control and corporate governance has grown into a much broader integrity and anti-corruption regime covering employees at all levels, with complex investigative powers and multiple enforcement mechanisms."},"complexity_factors":["Extensive cross-referencing between Parts and the Schedule (subsidiary provisions mirror parent corporation rules with variations)","Multiple layers of approval requirements (Minister, Treasurer, Governor in Council) with conditional and discretionary elements","Nested definitions of 'associate' spanning relatives, corporate shareholdings, trusts, and regulatory declarations (section 3(2))","Parallel duty structures for directors, senior executives, and employees, each with slightly different disclosure thresholds and enforcement mechanisms","Conditional exceptions throughout (e.g., sections 17(3), 37(3)) requiring careful parsing of what is and isn't permitted","Civil liability provisions that operate alongside criminal penalties, with profit-stripping and compensation remedies (sections 21, 36A, 36B)","Interaction with Commonwealth corporations law (references to 'relevant interest', 'managed investment scheme', 'debenture') creating dual regulatory layers","Schedule provisions that apply differently to statutory subsidiaries versus corporate subsidiaries (clause 1)","Temporal and procedural conditions (e.g., Gazette notices, parliamentary tabling timeframes, sitting day calculations)"],"plain_english_summary":"This South Australian law sets up a comprehensive framework for controlling **public corporations** — government-owned businesses and statutory bodies that operate commercially.\n\n**What it does:**\n\n- **Ministerial control**: Public corporations must follow directions from their responsible Minister (though these must be published unless commercially sensitive). Ministers can attend board meetings, demand information, and investigate operations.\n\n- **Corporate governance**: Each corporation must have a **charter** (approved by Minister and Treasurer) setting out what it can do commercially and non-commercially, plus **performance targets**. Directors must act with care, diligence and honesty — with criminal penalties for failures.\n\n- **Conflict of interest rules**: Directors, executives and even employees must disclose personal interests and avoid conflicts. Transactions with \"associates\" (family members, related companies, trusts) generally require ministerial approval.\n\n- **Subsidiaries**: The Act extends similar controls to subsidiary companies, whether created under corporate law or by regulation. Parent corporations direct subsidiaries, and subsidiary directors owe duties to the parent.\n\n- **Financial oversight**: Corporations must pay **dividends** to the Treasurer, maintain proper accounts, undergo external audit by the Auditor-General, and submit annual reports to Parliament. The Treasurer guarantees corporation liabilities and can require \"tax equivalent\" payments.\n\n- **Investigation powers**: Ministers can appoint investigators with significant powers (including summons and warrants) to probe misconduct, conflicts of interest, or negligence.\n\n**Who it affects:**\n- Directors and senior executives of South Australian public corporations\n- Employees of these corporations\n- Government ministers and the Treasurer\n- Subsidiary companies controlled by public corporations\n\n**Why it matters:**\nThis Act tries to balance commercial autonomy with public accountability — letting government businesses operate like private companies while ensuring ministers, Parliament and the public can scrutinise their performance and prevent corruption or mismanagement."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act's scope has been modified by later amendments recorded in the legislative history. Notable scope changes reflected in the text include additions of honesty and accountability provisions and expanded duties for executives (Statutes Amendment (Honesty and Accountability in Government) Act 2003 — amendments to Part 4 and insertion of ss 36A, 36B, 38A (see legislative history entries for 2003)); insertion of provisions excluding named bodies from the national industrial relations system (Statutes Amendment (National Industrial Relations System) Act 2009 — s 38B (2009)); and amendments addressing subsidiary arrangements (Public Corporations (Subsidiaries) Amendment Act 2013) and other technical updates (see legislative history and \"Provisions amended\" table). These amendments broadened duties, added employee and senior executive conflict rules, created explicit tax‑equivalent and guarantee arrangements, and added or refined subsidiary governance provisions (various sections identified in the legislative history)."},"complexity_factors":["Multiple interlocking governance regimes: separate obligations for boards, directors, senior executives, employees and subsidiaries (Parts 4, 5 and Schedule).","Extensive ministerial and Treasurer discretion across approvals, directions, confidentiality and charges (ss 6, 23–28, 41).","Cross‑reference to external statutes and concepts (Corporations Act definitions; interaction with other Acts) increasing interpretive complexity (s 3; s 6(2)).","Criminal and civil liability regimes combined with contract‑avoidance remedies and court‑ordered disgorgement or compensation (ss 15–21; 36A; 36B; Schedule cll 10, 14A).","Operational requirements that impose recurring administrative burdens: charters, performance statements, internal audits, consolidated accounts and annual reports (ss 12–13, 31–33).","Special provisions for subsidiaries, including regulatory creation, dissolution, and transfer of liabilities (Part 5; Schedule cll 1–17).","Investigatory powers with audit‑equivalent powers and mandatory compliance backed by summons and warrant mechanisms (s 40)."],"plain_english_summary":"### What this law does, in plain English\n\n- Mechanically, the Public Corporations Act 1993 (SA) establishes a governance and accountability framework for \"public corporations\" (and, where applied, certain statutory corporations and their subsidiaries). It: defines key terms; gives the responsible Minister and the Treasurer powers to direct and obtain information from corporations; requires a written charter and performance statement; sets out duties, disclosure and conflict rules for boards, directors, senior executives and employees; controls the formation, liabilities and oversight of subsidiaries; prescribes financial arrangements (including a Treasurer guarantee, dividend and tax-equivalent arrangements); and creates audit, reporting and investigatory obligations (see Parts 1–6, Schedule).\n\n- The Act applies to entities declared public corporations under their incorporating Acts or by regulation (s 5). It also sets out a Schedule of provisions that operate specifically in relation to subsidiaries established by regulation or that are companies of a parent public corporation (Schedule, cl 1).\n\n### Who is affected\n\n- Public corporations and any subsidiaries to which the Act or its Schedule are declared to apply (s 5; Schedule cl 1).\n- Boards and directors: required to meet general management duties, duties of care, honesty and to manage conflicts and interests (Part 4: ss 14–21; Schedule cll 3–11).\n- Senior executives and employees: disclosure and conflict obligations; criminal and civil exposure for dishonest conduct in some cases (ss 36A, 36B, 38A; Schedule cll 14A, 14B, 16A).\n- The Minister and the Treasurer: they exercise control, give written directions, receive disclosures and may approve or refuse transactions, guarantees, subsidiaries and exemptions (ss 6–9, 23–27, 28–31, 41).\n- Auditors and investigators: Auditor‑General audit powers retained; Minister may appoint investigations with specified powers (ss 31–32, 40).\n\n### Why it matters (stated purpose and mechanical effects)\n\n- The Act's stated controls and rules aim to make public corporations operate commercially where required and to protect the Crown's financial interests (ss 6, 11, 14). The statutory mechanisms to pursue those aims are: charters and performance statements that bind a corporation (ss 12–13); written ministerial directions and publication or parliamentary accountability when directions are given (s 6(4)–(7)); mandatory reporting, consolidated accounts and external audit (ss 31–33); and explicit duties and penalties for directors, executives and employees in relation to care, honesty and conflicts (Part 4; ss 15–19; ss 36A, 36B, 38A).\n\n### Incentives, costs and trade-offs (mechanics tested against administrative and market effects)\n\n- Who pays: public corporations bear the immediate compliance and cash costs. The Treasurer guarantees corporation liabilities (s 28(1)), and may fix charges to recover some cost of that guarantee from the corporation (s 28(3)). Corporations may also be required to pay amounts assessed as tax equivalents and council‑type rates to the Consolidated Account as determined by the Treasurer (s 29(2)–(3)). Where the Treasurer or Minister directs payment of dividends, the corporation must pay them to the Consolidated Account as directed (s 30(5)).\n\n- Who decides and where discretion lies: the Minister and the Treasurer have wide written powers to direct corporations (s 6), to request information and retain copies (s 7), to approve or refuse transactions, investments, subsidiaries, guarantees and exemptions (ss 23–27, 41), and to require reporting on conflicts and performance (ss 12–13, 19, 36B). That discretion is subject to limits specified elsewhere (for example, directions cannot be contrary to another Act and cannot extend a corporation's statutory powers (s 6(2)–(3); s 12(4))).\n\n- Behaviour changes mandated: boards must prepare and follow charters and performance statements and supply regular reports to the Minister (ss 12–13, 14(g), 33). Directors, senior executives and employees must disclose relevant interests and conflicts and refrain from participating in decision‑making where conflicted (ss 15, 19, 36B, 38A; Schedule cll 4–5, 8, 14A–14B). Transactions or shareholdings by directors/executives/associates require ministerial approval in many cases (ss 17–18, 37–38; Schedule cll 6–7, 15–16). Internal audit and audit committees are required unless exempted (s 31).\n\n- Compliance burden and implementation risk: the Act creates recurring administrative duties (annual charters and performance statement reviews s 12(5)–(6); annual reports s 33(1); consolidated accounts s 32(2)), disclosure and minute‑keeping obligations (s 19(6)), and audit and investigatory exposure (ss 31–32, 40). Those obligations impose personnel, record‑keeping and legal‑compliance costs on corporations and their officers. The need for Minister/Treasurer approvals for transactions, subsidiaries and certain share interests adds procedural cost and timing risk to commercial activity (ss 23–27, 17–18).\n\n- Concentrated benefits and diffuse costs: the Crown (via the Treasurer and Consolidated Account) benefits directly from the Treasurer's guarantee framework and from tax‑equivalent, rates and dividend flows the Act empowers (ss 28–30). The compliance costs and constraints on directors/executives fall primarily on the corporations and their officers and may affect how corporations contract with private parties (ss 17, 37, 36(4)).\n\n- Effects on private enterprise and market behaviour: the Act restricts certain commercial interactions between corporations and their officers or associates without ministerial approval (ss 17–18, 37–38), which can reduce opportunities for related‑party deals but also adds approval frictions that may deter or delay private investment or commercial arrangements with the corporation. Guarantee charges set by the Treasurer (s 28(3)) can increase operating costs and influence pricing and investment decisions.\n\n- Enforcement and remedies: contraventions can attract criminal penalties, fines, orders to disgorge profits or compensate losses, and civil recovery by the corporation or Minister (see Part 4, ss 15–21, 36A, 36B, 38A; Schedule cll 10, 14A). Proceedings for offences require consent of the Director of Public Prosecutions (s 42(1)), which centralises prosecutorial discretion.\n\n### Trade‑offs and opportunity costs\n\n- The Act centralises financial oversight and control under Ministers and the Treasurer to protect Crown interests (ss 6, 28–30). The trade‑off is between that oversight and reduced managerial or commercial autonomy for corporations and friction for transactions that involve directors, executives or subsidiaries (ss 12, 23–27, 17–18, 37–38). There is administrative cost in meeting disclosure, audit and reporting standards (ss 31–33). The Act provides for confidentiality protections in some cases (s 6(6)–(7); s 7(3)–(4)), but also gives the Minister latitude to disclose as necessary for ministerial duties (s 7(4)).\n\n### Notable implementation risks\n\n- High executive and board compliance demands: multiple overlapping disclosure and approval regimes for directors, senior executives and employees increase the risk of inadvertent breaches and consequent contract avoidance or enforcement action (ss 17–19, 36B, 38A; Schedule cll 6–8, 14B).\n- Ministerial and Treasurer discretion is extensive: that discretion affects publication of directions, approval of transactions and subsidiary formation, and setting guarantee charges; the Act limits some discretion by requiring writing and by statutory constraints (s 6(4)–(7); ss 23–24; s 28(3)).\n- Interaction with other law: the Act expressly does not override other Acts (s 6(2)), and it cross‑references Commonwealth Corporations Act concepts (definitions in s 3), creating potential for regulatory overlap or interpretive complexity.\n\n### Key section pointers (for quick reference)\n- Ministerial control and publication: s 6 (directions), s 7 (information), s 8 (ministerial representative attendance).\n- Charter and performance targets: ss 12–13.\n- Duties, conflicts and penalties for directors: ss 14–21; disclosure and conflict rules: s 19.\n- Subsidiary formation and control: ss 23–27 and Schedule (multiple clauses).\n- Treasurer guarantee and financial flow provisions: ss 28–30.\n- Audit, reports and investigations: ss 31–33, 40.\n- Approvals, exemptions and offences: ss 41–42.\n\nThis summary sets out how the Act changes governance and control mechanically, who pays and who decides, the specific behavioural requirements it creates, and the practical trade‑offs (compliance costs, ministerial discretion and effects on commercial interactions) that flow from those mechanics."}},"importantCases":[],"_links":{"self":"/api/acts/public-corporations-act-1993","history":"/api/acts/public-corporations-act-1993/history","analysis":"/api/acts/public-corporations-act-1993/analysis","conflicts":"/api/acts/public-corporations-act-1993/conflicts","importantCases":"/api/acts/public-corporations-act-1993/important-cases","documents":"/api/acts/public-corporations-act-1993/documents"}}