{"id":"public-corporations-generation-lessor-corporation-regulations-2025","name":"Public Corporations (Generation Lessor Corporation) Regulations 2025","slug":"public-corporations-generation-lessor-corporation-regulations-2025","collection":"regulation","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":236804,"registerId":"sa-public-corporations-generation-lessor-corporation-regulations-2025-current","compilationNumber":null,"startDate":"2026-04-06","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Public Corporations (Generation Lessor Corporation) Regulations 2025","content":"South Australia\nPublic Corporations (Generation Lessor Corporation) Regulations 2025\nunder the Public Corporations Act 1993\n\nContents\nPart 1—Preliminary\n1\tShort title\n2\tCommencement\n3\tInterpretation\nPart 2—Application of Act to Treasurer\n4\tApplication of Act to Treasurer\nPart 3—Generation Lessor Corporation\nDivision 1—Generation Lessor Corporation continues as subsidiary of Treasurer\n5\tEstablishment of subsidiary (section 24)\n6\tEstablishment of board\n7\tComposition of board\n8\tConditions of membership\n9\tVacancies or defects in appointment of directors\n10\tRemuneration\n11\tProceedings\n12\tDisclosure\nDivision 2—Functions and powers\n13\tFunctions of subsidiary\n14\tCharter\n15\tOther subsidiary companies\n16\tGuarantee or indemnity for other subsidiary company subject to Treasurer's approval\n17\tIndirect or joint operations\nDivision 3—Financial and related matters\n18\tInternal audit\n19\tLoans, borrowings etc require approval\n20\tProvision of information\n21\tCommon seal and execution of documents\n22\tAnnual report\nSchedule 1—Repeal of Public Corporations (Generation Lessor Corporation) Regulations 2010\nLegislative history\n\nPart 1—Preliminary\n1—Short title\nThese regulations may be cited as the Public Corporations (Generation Lessor Corporation) Regulations 2025.\n2—Commencement\nThese regulations come into operation on the day on which they are made.\n3—Interpretation\nIn these regulations, unless the contrary intention appears—\nAct means the Public Corporations Act 1993;\nboard means the board of directors established as the governing body of the subsidiary under Part 3;\ndirector means a person appointed or holding office as a member of the board under Part 3;\nSAFA means the South Australian Government Financing Authority established under the Government Financing Authority Act 1982;\nthe subsidiary means Generation Lessor Corporation continued in existence under Part 3;\nTreasurer means the Treasurer for the State of South Australia.\nPart 2—Application of Act to Treasurer\n4—Application of Act to Treasurer\nThe following provisions of the Act apply to the Treasurer:\n\t(a)\tPart 1 (Preliminary);\n\t(b)\tsection 24 (Formation of subsidiary by regulation);\n\t(c)\tsection 25 (Dissolution of subsidiary established by regulation);\n\t(d)\tthe Schedule (Provisions applicable to subsidiaries).\nPart 3—Generation Lessor Corporation\nDivision 1—Generation Lessor Corporation continues as subsidiary of Treasurer\n5—Establishment of subsidiary (section 24)\n\t(1)\tGeneration Lessor Corporation continues as a subsidiary of the Treasurer.\n\t(2)\tThe subsidiary—\n\t(a)\tis a body corporate; and\n\t(b)\thas perpetual succession and a common seal; and\n\t(c)\tis capable of suing and being sued in its corporate name.\n6—Establishment of board\n\t(1)\tA board of directors continues as the governing body of the subsidiary.\n\t(2)\tAnything done by the board in the administration of the subsidiary's affairs is binding on the subsidiary.\n7—Composition of board\n\t(1)\tThe board consists of 3 members appointed by the Treasurer.\n\t(2)\tOne director will be appointed by the Treasurer to chair meetings of the board.\n\t(3)\tThe Treasurer may appoint a director to be the deputy of the director appointed to chair meetings of the board and the deputy may perform or exercise the functions and powers of that director in their absence.\n\t(4)\tOn the office of a director becoming vacant, a person may be appointed in accordance with this regulation to the vacant office.\n\t(5)\tThe Treasurer may appoint a suitable person to be deputy of a member of the board during any period of absence of the member (and any reference to a director in these regulations will be taken to include, unless the contrary intention appears, a reference to a deputy while acting as a member of the board).\n8—Conditions of membership\n\t(1)\tA director will be appointed for a term, not exceeding 3 years, specified in the instrument of appointment and, at the expiration of a term of appointment, will be eligible for reappointment.\n\t(2)\tThe Treasurer may remove a director from office by written notice on any ground that the Treasurer considers sufficient.\n\t(3)\tThe office of a director becomes vacant if the director—\n\t(a)\tdies; or\n\t(b)\tcompletes a term of office and is not reappointed; or\n\t(c)\tresigns by written notice to the Treasurer; or\n\t(d)\tbecomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or\n\t(e)\tis convicted of an indictable offence or sentenced to imprisonment for an offence; or\n\t(f)\tis removed from office under subregulation (2).\n9—Vacancies or defects in appointment of directors\nAn act of the board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a director.\n10—Remuneration\nA director is entitled to be paid from the funds of the subsidiary such remuneration, allowances and expenses as may be determined by the Treasurer.\n11—Proceedings\n\t(1)\tA quorum of the board consists of 2 directors.\n\t(2)\tThe director appointed to chair meetings of the board will preside at a meeting of the board at which the director is present.\n\t(3)\tIf the director appointed to chair meetings of the board is absent from a meeting of the board, the following provisions apply:\n\t(a)\tif another director has been appointed as that director's deputy and is present at the meeting—the deputy will preside at the meeting;\n\t(b)\tin any other case—a director chosen by the directors present at the meeting will preside at the meeting.\n\t(4)\tA decision carried by a majority of the votes cast by directors at a meeting is a decision of the board.\n\t(5)\tEach director present at a meeting of the board has 1 vote on a question arising for decision and, if the votes are equal, the director presiding at the meeting may exercise a casting vote.\n\t(6)\tA telephone or video conference between directors will, for the purposes of this regulation, be taken to be a meeting of the board at which the participating directors are present if—\n\t(a)\tnotice of the conference is given to all directors in the manner determined by the board for that purpose; and\n\t(b)\teach participating director is capable of communicating with every other participating director during the conference.\n\t(7)\tA proposed resolution of the board becomes a valid decision of the board despite the fact that it is not voted on at a meeting of the board if—\n\t(a)\tnotice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and\n\t(b)\ta majority of the directors express their concurrence in the proposed resolution by letter, fax or other written communication setting out the terms of the resolution.\n\t(8)\tThe board must cause accurate minutes to be kept of its proceedings.\n\t(9)\tA representative of the Treasurer authorised in writing by the Treasurer may attend a meeting of the board and may have access to papers provided to directors for the purpose of the meeting.\n\t(10)\tIf the board considers that a matter dealt with at a meeting attended by a representative of the Treasurer should be treated as confidential, the board may advise the Treasurer of that opinion giving the reason for the opinion and the Treasurer may, subject to subregulation (11), act on that advice as the Treasurer thinks fit.\n\t(11)\tIf the Treasurer is satisfied on the basis of the board's advice under subregulation (10) that the subsidiary owes a duty of confidence in respect of a matter, the Treasurer must ensure the observance of that duty in respect of that matter, but this subregulation does not prevent a disclosure as required in the proper performance of ministerial functions or duties.\n\t(12)\tSubject to these regulations, the board may determine its own procedures.\n12—Disclosure\n\t(1)\tIf the subsidiary discloses to the Treasurer in pursuance of the Act or these regulations a matter in respect of which the subsidiary owes a duty of confidence, the subsidiary must give notice in writing of the disclosure to the person to whom the duty is owed.\n\t(2)\tA director of the subsidiary does not commit any breach of duty by reporting a matter relating to the affairs of the subsidiary to the Treasurer.\nDivision 2—Functions and powers\n13—Functions of subsidiary\n\t(1)\tThe subsidiary's functions are limited to the following:\n\t(a)\tto be the lessor under a lease granted in respect of prescribed assets by a transfer order or a sale/lease agreement made under the Electricity Corporations (Restructuring and Disposal) Act 1999;\n\t(b)\tto be a party to any instrument related to a lease referred to in paragraph (a) or related to property the subject matter of such a lease;\n\t(c)\tto be the operator of prescribed assets on the expiration or sooner termination of such a lease;\n\t(d)\tto hold prescribed assets as owner or lessee for the purposes of a function referred to in a preceding paragraph;\n\t(e)\tto carry out other functions conferred on the subsidiary by the Treasurer;\n\t(f)\tto do anything necessary or expedient to be done for the purposes of a function referred to in a preceding paragraph.\n\t(2)\tIn this regulation—\nasset, lease, lessor and lessee have the same meanings as in the Electricity Corporations (Restructuring and Disposal) Act 1999;\nprescribed assets means—\n\t(a)\telectricity generating plant; or\n\t(b)\tland on which electricity generating plant is situated; or\n\t(c)\tany other assets that are, have been or may be used in connection with the operation of an electricity generating plant.\n14—Charter\n\t(1)\tThe subsidiary must continue to have a charter prepared by the Treasurer.\n\t(2)\tThe charter must address—\n\t(a)\tthe nature and scope of the subsidiary's operations;\n\t(b)\tthe subsidiary's obligations to report on its operations;\n\t(c)\tthe form and contents of the subsidiary's accounts and financial statements;\n\t(d)\tany accounting, internal auditing or financial systems or practices to be established or observed by the subsidiary;\n\t(e)\tthe acquisition or disposal of capital or assets or the borrowing or lending of money.\n\t(3)\tThe charter may—\n\t(a)\tlimit or otherwise regulate the functions or powers of the subsidiary; and\n\t(b)\tdeal with any other matter not specifically referred to in subregulation (2).\n\t(4)\tThe Treasurer must, after consultation with the subsidiary, review the charter at the end of each financial year.\n\t(5)\tThe Treasurer may, after consultation with the subsidiary, amend the charter at any time.\n\t(6)\tThe charter, or an amendment to the charter, comes into force and is binding on the subsidiary on a day specified in the charter or amendment (but without affecting any contractual obligations previously incurred by the subsidiary).\n\t(7)\tOn the charter or an amendment to the charter coming into force, the Treasurer must, within 12 sitting days, have copies of the charter, or the charter in its amended form, laid before both Houses of Parliament.\n15—Other subsidiary companies\n\t(1)\tThe subsidiary 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 subsidiary.\n\t(2)\tThe Treasurer may, as a condition of approval under this regulation, or by direction, require the subsidiary to take steps to include in a subsidiary company's constitution 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 subsidiary.\n16—Guarantee or indemnity for other subsidiary company subject to Treasurer's approval\nThe subsidiary 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 subsidiary.\n17—Indirect or joint operations\nThe subsidiary 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.\nDivision 3—Financial and related matters\n18—Internal audit\n\t(1)\tThe subsidiary must, unless exempted by the Treasurer, maintain effective internal auditing of its operations.\n\t(2)\tThe subsidiary must, unless exempted by the Treasurer, have an audit committee.\n\t(3)\tThe audit committee will comprise—\n\t(a)\ta member of the board of the subsidiary, 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 (if any) of the subsidiary.\n\t(4)\tThe functions of the audit committee include—\n\t(a)\treviewing annual financial statements to ensure that they provide a true and fair view of the state of affairs of the subsidiary; and\n\t(b)\tliaising with external auditors; and\n\t(c)\treviewing the adequacy of the accounting, internal auditing, reporting and other financial management systems and practices of the subsidiary on a regular basis.\n19—Loans, borrowings etc require approval\n\t(1)\tThe subsidiary must not lend or advance to any person any money, securities or property without the approval of the Treasurer.\n\t(2)\tThe subsidiary must not borrow money or obtain any other form of financial accommodation unless authorised to do so by the Treasurer.\n\t(3)\tThe subsidiary may only, unless authorised otherwise by the Treasurer, deposit or invest money under its control with the Treasurer or SAFA.\n20—Provision of information\n\t(1)\tThe subsidiary must, at the request in writing of the Treasurer, furnish such information or records in the possession or control of the subsidiary as the Treasurer may require in such manner and form as the Treasurer may require.\n\t(2)\tIf a record in the possession or control of the subsidiary is furnished to the Treasurer under this regulation, the person to whom it is furnished may make, retain and deal with copies of the record as they think fit.\n\t(3)\tIf the board considers that information or a record furnished under this regulation contains matters that should be treated as confidential, the board may advise the person to whom it is furnished of that opinion giving the reason for the opinion and the Treasurer may, subject to subregulation (4), act on that advice as the Treasurer thinks fit.\n\t(4)\tIf the Treasurer is satisfied on the basis of the board's advice under subregulation (3) that the subsidiary owes a duty of confidence in respect of a matter, the Treasurer must ensure the observance of that duty in respect of the matter, but this subregulation does not prevent a disclosure as required in the proper performance of ministerial functions or duties.\n21—Common seal and execution of documents\n\t(1)\tThe common seal of the subsidiary must not be affixed to a document except in pursuance of a decision of the board, and the affixing of the seal must be attested by the signatures of 2 directors.\n\t(2)\tThe board may, by instrument under the common seal of the subsidiary, authorise a director, an employee of the subsidiary (whether nominated by name or by office or title) or any other person to execute documents on behalf of the subsidiary subject to limitations (if any) specified in the instrument of authority.\n\t(3)\tWithout limiting subregulation (2), an authority may be given so as to authorise 2 or more persons to execute documents jointly on behalf of the subsidiary.\n\t(4)\tA document is duly executed by the subsidiary if—\n\t(a)\tthe common seal of the subsidiary is affixed to the document in accordance with this regulation; or\n\t(b)\tthe document is signed on behalf of the subsidiary by a person or persons in accordance with authority conferred under this regulation.\n22—Annual report\n\t(1)\tThe subsidiary must, within 3 months after the end of each financial year, deliver to the Treasurer a report on the financial operations of the subsidiary during that financial year.\n\t(2)\tThe Treasurer must cause a copy of the report to be laid before both Houses of Parliament within 12 sitting days after receipt of the report.\nSchedule 1—Repeal of Public Corporations (Generation Lessor Corporation) Regulations 2010\nThe Public Corporations (Generation Lessor Corporation) Regulations 2010 are repealed.\nLegislative history\nNotes\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 regulations\nYear\nNo\nReference\nCommencement\n2025\n45\nGazette 26.6.2025 p2081 \n26.6.2025: r 2\n","sortOrder":0}],"analysis":{"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Unable to assess whether the scope changed from original intent — the full text of the regulations was not retrievable. No comparison between introductory purpose and final provisions could be made."},"complexity_factors":["No substantive legislative text was available for analysis — the source returned a 404 error page","Only the title of the instrument could be assessed","Complexity of the actual regulations cannot be determined without the content","Score of 1 reflects absence of analysable material, not simplicity of the underlying law"],"plain_english_summary":"These regulations set out the detailed rules for a South Australian \"Generation Lessor Corporation\" — a public‑corporation model that would lease electricity generation assets rather than operate them directly — establishing how that entity is governed, its functions and obligations. \n\nThey affect SA government energy bodies, private generators leasing public assets, and potentially electricity consumers, because they shape ownership, leasing arrangements and accountability for generation infrastructure."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"No clear expansion of operational scope appears in this instrument. The regulations expressly continue the subsidiary (r5), restrict its functions to leasing/holding/operating prescribed electricity assets (r13) and impose governance, reporting and Treasurer‑approval controls. The instrument repeals the 2010 regulations (Schedule 1) but, on the face of the text provided, does not add new categories of functions beyond those authorised here."},"complexity_factors":["Concentration of ministerial discretion: Treasurer appoints/removes directors and approves remuneration (rr 7–10; r10)","Multiple approval gates for commercial activity: Treasurer approval required for forming subsidiaries, guarantees/indemnities, joint ventures and loans/borrowing (rr 15–17; r19)","Governance and reporting obligations: mandatory charter, annual review/laying before Parliament, internal audit and audit committee requirements (rr 14; r18; r22)","Cross‑statute definitions and limits: reliance on definitions in Electricity Corporations (Restructuring and Disposal) Act 1999 for prescribed assets and leases (r13(2))","Confidentiality vs disclosure mechanics: board may advise Treasurer about confidentiality; Treasurer must safeguard duties of confidence but may disclose for ministerial functions (rr 11(9)–(11); r20(3)–(4); r12)","Operational formalities: common seal, execution authorities and delegated signing limits (r21)","External financial controls: restriction on investing/depositing funds with non‑Treasurer/SAFA entities unless authorised (r19(3))","Continuity and repeal: replaces the 2010 regulations, requiring reading against prior instrument for historical comparison (Schedule 1)"],"plain_english_summary":"These regulations continue Generation Lessor Corporation as a Treasurer‑owned subsidiary, set a three‑member board appointed and removable by the Treasurer, and limit the company's role to leasing, holding or operating prescribed electricity generating assets. Key mechanics: the Treasurer controls appointments, approvals for borrowing, guarantees, subsidiaries and joint ventures, and sets a charter, reporting and audit requirements. It affects the subsidiary, its directors, counterparties to leases and the Treasurer; it creates ongoing compliance and financial‑control obligations."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation maintains its original narrow purpose. The 2025 regulations are a direct replacement of the 2010 regulations with the same core function: governing a specific government-owned lessor of electricity generation assets. The scope has not expanded beyond this specialised infrastructure leasing role."},"complexity_factors":["Moderate cross-referencing to the Public Corporations Act 1993 and Electricity Corporations (Restructuring and Disposal) Act 1999","6 defined terms in the interpretation section (relatively lean)","Conditional logic in board proceedings (quorum rules, casting votes, telephone/video meeting provisions)","Nested approval requirements—Treasurer approval needed for loans, borrowings, subsidiaries, guarantees, joint ventures, and charter amendments","Dual confidentiality frameworks (regulations 11-12 and 20) with interaction between board advice and Treasurer discretion","Standard corporate governance provisions (seal execution, document signing authorities) with multiple sub-clauses"],"plain_english_summary":"This legislation sets up the rules for **Generation Lessor Corporation**, a South Australian government-owned company that leases electricity generation assets (like power plants and the land they sit on).\n\n**What it does:**\n- **Continues** the Generation Lessor Corporation as a \"subsidiary\" (a company controlled by) the State Treasurer\n- Establishes a **3-person board of directors** to run the company, appointed by the Treasurer\n- Limits the company's activities to: leasing power generation equipment, managing related contracts, operating assets when leases end, and anything the Treasurer specifically authorises\n- Requires **Treasurer approval** for major decisions like borrowing money, lending money, creating subsidiary companies, giving guarantees, or entering joint ventures\n- Sets up **financial oversight** including internal audits, audit committees, and annual reporting to Parliament\n- Requires the company to follow a **\"charter\"** (a formal operating document) prepared by the Treasurer that sets out its scope and financial rules\n\n**Who it affects:**\n- The Generation Lessor Corporation itself and its board members\n- The South Australian Treasurer (who has significant control and oversight)\n- Anyone leasing electricity generation assets from the corporation\n- Parliament (which receives annual reports)\n\n**Why it matters:**\nThis is part of South Australia's electricity infrastructure framework. The corporation essentially acts as a landlord for power generation assets—owning them and leasing them out to electricity companies. The rules ensure government oversight of significant public assets while allowing commercial operation. The 2025 version replaces older 2010 regulations, updating the governance framework."}},"importantCases":[],"_links":{"self":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025","history":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025/history","analysis":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025/analysis","conflicts":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025/conflicts","importantCases":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025/important-cases","documents":"/api/acts/public-corporations-generation-lessor-corporation-regulations-2025/documents"}}