{"id":"public-corporations-studyadelaide-regulations-2023","name":"Public Corporations (StudyAdelaide) Regulations 2023","slug":"public-corporations-studyadelaide-regulations-2023","collection":"regulation","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":236814,"registerId":"sa-public-corporations-studyadelaide-regulations-2023-current","compilationNumber":null,"startDate":"2026-04-06","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Public Corporations (StudyAdelaide) Regulations 2023","content":"South Australia\nPublic Corporations (StudyAdelaide) Regulations 2023\nunder the Public Corporations Act 1993\n\nContents\nPart 1—Preliminary\n1\tShort title\n2\tCommencement\n3\tInterpretation\nPart 2—Application of Act to Minister\n4\tApplication of Act to Minister\nPart 3—StudyAdelaide\nDivision 1—Continuation and constitution of subsidiary\n5\tContinuation of subsidiary (section 24)\n6\tContinuation of board\n7\tComposition of board\n8\tConditions of membership\n9\tVacancies or defects in appointment of directors\n10\tAllowances and expenses\n11\tProceedings\n12\tDisclosure\nDivision 2—Functions and performance\n13\tFunctions of subsidiary\n14\tCharter\n15\tPerformance statement\n16\tSubsidiary companies\n17\tIndirect or joint operations by subsidiary\nDivision 3—Financial and related matters\n18\tInternal audit\n19\tQuarterly reports\n20\tLoans etc require approval\n21\tProvision of information\n22\tDividends\n23\tCommon seal and execution of documents\n24\tAnnual report\nSchedule 1—Repeal of Public Corporations (StudyAdelaide) Regulations 2011\n1\tRepeal of Public Corporations (StudyAdelaide) Regulations 2011\nLegislative history\n\nPart 1—Preliminary\n1—Short title\nThese regulations may be cited as the Public Corporations (StudyAdelaide) Regulations 2023.\n2—Commencement\nThese regulations come into operation on 1 September 2023.\n3—Interpretation\nIn these regulations—\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;\nMinister means the Minister for Industry, Innovation and Science;\nrepealed regulations means the Public Corporations (StudyAdelaide) Regulations 2011;\nsubsidiary means StudyAdelaide continued in existence under Part 3.\nPart 2—Application of Act to Minister\n4—Application of Act to Minister\nThe following provisions of the Act apply to the Minister:\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—StudyAdelaide\nDivision 1—Continuation and constitution of subsidiary\n5—Continuation of subsidiary (section 24)\n\t(1)\tStudyAdelaide (established as Education Adelaide and continued in existence as a subsidiary of the Minister as StudyAdelaide under the repealed regulations) continues in existence as a subsidiary of the Minister.\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—Continuation of board\n\t(1)\tA board of directors continues as the governing body of the subsidiary.\n\t(2)\tA member of the board in office immediately before the commencement of this clause continues in office, subject to these regulations, for the remainder of the term for which the member was appointed.\n\t(3)\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 not less than 8 members appointed by the Minister.\n\t(2)\t1 director will be appointed by the Minister to chair meetings of the board.\n\t(3)\tThe Minister may appoint a director to be the deputy of the director appointed to chair 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 Minister 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 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 Minister; 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\n\t(f)\tis removed from office by the Minister by written notice.\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—Allowances and expenses\nA director is entitled to be paid from the funds of the subsidiary such allowances and expenses as may be determined by the Minister.\n11—Proceedings\n\t(1)\tA quorum of the board consists of one‑half of the total number of its members (ignoring any resulting fraction) plus 1.\n\t(2)\tThe director appointed to chair the board will preside at meetings of the board at which they are present.\n\t(3)\tIf the director appointed to chair the board is absent from a meeting of the board—\n\t(a)\tif another director has been appointed as that director's deputy and is present at the meeting—the deputy; or\n\t(b)\tin any other case—a director chosen by the directors present at the meeting,\nwill preside.\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 meeting held remotely by means of audio visual or audio communication (or a combination of both those means of communication) 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 meeting 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 meeting.\n\t(7)\tA proposed resolution of the board will be taken to be 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 in writing 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)\tThe director presiding at a meeting of the board may allow other persons to attend (but not participate in) all or part of a meeting of the board.\n\t(10)\tA person authorised in writing by the Treasurer may attend (but not participate in) a meeting of the board and may have access to papers provided to directors for the purpose of the meeting.\n\t(11)\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 (12), act on that advice as the Treasurer thinks fit.\n\t(12)\tIf the Treasurer is satisfied on the basis of the board's advice under subregulation (11) 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.\n\t(13)\tSubject to these regulations, the board may determine its own procedures.\n12—Disclosure\n\t(1)\tIf the subsidiary discloses to the Minister or the Treasurer 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 a breach of duty by reporting a matter relating to the affairs of the subsidiary to the Minister or the Treasurer.\nDivision 2—Functions and performance\n13—Functions of subsidiary\n\t(1)\tThe subsidiary's functions are limited to the following:\n\t(a)\tengaging in marketing promoting Adelaide as a viable and attractive destination for international students (destination marketing) and supporting a positive destination experience through the delivery of initiatives for international students studying with South Australian education providers;\n\t(b)\tfostering community support for international students in South Australia;\n\t(c)\tcommunications management, as required from time to time, of any situation that may adversely affect South Australia's reputation as an education destination;\n\t(d)\tacquisition and management of resources and services of the subsidiary in accordance with the laws of this jurisdiction and any other jurisdiction in which the subsidiary carries out its functions;\n\t(e)\tto carry out any other function (consistent with the subsidiary's strategic direction) that is conferred on the subsidiary by the Minister.\n\t(2)\tThe subsidiary must obtain the approval of the Minister before it makes a material change to its policy direction or budget.\n14—Charter\n\t(1)\tThe subsidiary must continue to have a charter prepared by the Minister.\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.\n\t(3)\tThe charter may deal with any other matter not specifically referred to in subregulation (2).\n\t(4)\tThe charter must be reviewed by the Minister at the end of each financial year.\n\t(5)\tThe Minister may 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 Minister must, within 12 sitting days, have copies of the charter, or the charter in its amended form, laid before both Houses of Parliament.\n15—Performance statement\n\t(1)\tThe subsidiary continues to be subject to the performance statement prepared by the Minister setting out the various performance targets that the subsidiary is to pursue in the coming financial year or other period specified in the statement and dealing with such other matters as the Minister considers appropriate.\n\t(2)\tThe Minister must, after consultation with the subsidiary, review the performance statement when reviewing the subsidiary's charter.\n\t(3)\tThe Minister may, after consultation with the subsidiary, amend the performance statement at any time.\n16—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.\n17—Indirect or joint operations by subsidiary\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 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 must comprise at least 4 persons, being—\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 must 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—Quarterly reports\nThe subsidiary must report to the Minister on the subsidiary's financial position on a quarterly basis.\n20—Loans etc require approval\n\t(1)\tThe subsidiary must not lend or advance to any person any money, securities or property without the prior written approval of the Treasurer.\n\t(2)\tThe subsidiary must not undertake commercial borrowings without the prior written approval of the Treasurer.\n21—Provision of information\n\t(1)\tThe subsidiary must, at the request in writing of the Treasurer, provide the Treasurer with 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 provided to the Treasurer under this regulation, the Treasurer may make, retain and deal with copies of the record as the Treasurer thinks fit.\n\t(3)\tIf the board considers that information or a record provided under this regulation contains matters that 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 (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.\n\t(5)\tThe subsidiary must notify the Minister if a request is made under this regulation.\n22—Dividends\n\t(1)\tThe subsidiary must, before the end of each financial year, after consultation with the Minister, recommend by writing to the Treasurer that the subsidiary pay a specified dividend, or not pay any dividend, for that financial year, as the subsidiary considers appropriate.\n\t(2)\tThe Treasurer may, after consultation with the Minister, by notice in writing to the subsidiary—\n\t(a)\tapprove a recommendation of the subsidiary under subregulation (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 subsidiary must, if so required by the Treasurer by notice in writing to the subsidiary at any time during a financial year, after consultation with the Minister, recommend by writing to the Treasurer that a specified interim dividend or specified interim dividends be paid by the subsidiary for that financial year, or that no such dividend or dividends be paid by the subsidiary as the subsidiary considers appropriate.\n\t(4)\tThe Treasurer may, after consultation with the Minister, by notice in writing to the subsidiary—\n\t(a)\tapprove a recommendation of the subsidiary under subregulation (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)\tIf the Treasurer approves a recommendation or determines under this regulation that a dividend or interim dividend or dividends be paid by the subsidiary, the dividend or interim dividend or dividends must be paid at the direction of the Treasurer, in the manner and at the time or times determined by the Treasurer, after consultation with the subsidiary and the Minister.\n\t(6)\tA recommendation under this regulation must be made by the board and may not be made by any person or committee pursuant to a delegation.\n23—Common seal and execution of documents\n\t(1)\tThe common seal of the subsidiary must not be affixed to a document except in accordance with 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.\n24—Annual report\n\t(1)\tThe subsidiary must, within 3 months after the end of each financial year, deliver to the Minister a report on the operations of the subsidiary during that financial year.\n\t(2)\tThe Minister 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 (StudyAdelaide) Regulations 2011\n1—Repeal of Public Corporations (StudyAdelaide) Regulations 2011\nThe Public Corporations (StudyAdelaide) Regulations 2011 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\n2023\n89\nGazette 16.8.2023 p2995 \n1.9.2023: r 2\n","sortOrder":0}],"analysis":{"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"},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation maintains the same scope as its predecessor. It is a straightforward re-enactment and update of the 2011 regulations, continuing StudyAdelaide's existence with modernised governance provisions. The functions remain tightly focused on international student marketing and support, with no significant expansion into new policy areas."},"complexity_factors":["Moderate length (24 regulations plus schedule) but highly structured with clear divisions","Only 5 defined terms in the interpretation section (Act, board, director, Minister, subsidiary, repealed regulations) — relatively lean","Extensive cross-referencing to the parent Public Corporations Act 1993, requiring readers to consult external legislation for full context","Multiple approval layers creating conditional logic: Minister approval required for policy/budget changes (reg 13(2)), charter amendments (reg 14(5)), and performance statements (reg 15); Treasurer approval required for subsidiary companies (reg 16), joint ventures (reg 17), loans (reg 20), and dividends (reg 22)","Nested procedural requirements for board meetings including quorum calculations (half plus one), remote meeting rules, and circular resolution procedures","Confidentiality provisions with interlocking duties: regulations 12, 21(3)-(4), and 11(11)-(12) create overlapping but slightly different confidentiality frameworks","Continuation provisions (regulations 5-6) that reference historical entities (Education Adelaide) and repealed regulations, requiring historical knowledge to fully understand current status"],"plain_english_summary":"**What this legislation does:**\n\nThese regulations govern **StudyAdelaide**, a South Australian government body that markets Adelaide as a destination for international students. Think of it as the rulebook for how this organisation operates, who runs it, and what it's allowed to do.\n\n**Who it affects:**\n\n- **StudyAdelaide itself** — the organisation must follow these rules\n- **The board of directors** — at least 8 people appointed by the Minister who govern the organisation\n- **The Minister for Industry, Innovation and Science** — who appoints directors, sets the organisation's charter (its operating mandate), and oversees performance\n- **The Treasurer** — who controls financial decisions like loans, dividends, and creating subsidiary companies\n- **International students and education providers** — who benefit from StudyAdelaide's marketing and support services\n\n**Key things the legislation covers:**\n\n- **Keeping the organisation running**: StudyAdelaide continues to exist as a \"subsidiary\" (a government-owned company) of the Minister, with its board continuing in place\n- **Board structure**: Minimum 8 members, 3-year terms, with a chair and deputy chair\n- **What StudyAdelaide can do**: Market Adelaide to international students, support student experience, manage communications crises, and acquire resources — but it needs ministerial approval for major policy or budget changes\n- **Financial controls**: Strict oversight including quarterly reports, internal audits, treasurer approval for loans and borrowings, and rules about paying dividends back to government\n- **Transparency**: Annual reports tabled in Parliament, charter documents made public, and requirements to disclose confidential information properly\n\n**Why it matters:**\n\nInternational education is a major industry for South Australia. These regulations ensure StudyAdelaide operates efficiently and accountably while attracting students who contribute significantly to the state's economy. The rules balance operational independence (the board makes day-to-day decisions) with government oversight (the Minister and Treasurer control strategic direction and finances)."},"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Scope cannot be assessed as the legislative text was not accessible. No content was available to compare against original intent."},"complexity_factors":["No legislative content was retrievable — the source URL returned a 404 Page Not Found error","Unable to assess actual regulatory provisions, definitions, obligations, or penalties","Complexity score reflects absence of content, not simplicity of the underlying law"],"plain_english_summary":"These regulations (under the Public Corporations Act) set out the governance, functions and accountability framework for StudyAdelaide — the South Australian government body promoting Adelaide to international students. They affect StudyAdelaide’s board and staff, the state government and stakeholders in international education, and matter because they define how the organisation operates and is held to account."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"These regulations continue StudyAdelaide and restate its corporate status, governance, functions and financial controls while repealing the 2011 regulations. The instrument focuses on governance, reporting and Minister/Treasurer oversight rather than expanding or contracting the substantive functional remit set out here (notably destination marketing and student-support activities) — see regs 5, 13 and Schedule 1."},"complexity_factors":["Multiple layers of ministerial and Treasurer oversight and approval (appointments, charter amendments, material policy/budget changes, formation/acquisition of subsidiary companies, trusts/partnerships, loans and borrowings) — see regs 7, 13(2), 14(5)-(6), 16, 17, 20, 22.","Detailed board governance rules (size, chair/deputy, quorum formula, voting, remote meetings, minutes, delegation and continuity) create procedural specificity — see regs 7, 11, 9, 23.","Financial compliance and control requirements (internal audit, mandatory audit committee unless exempted, quarterly reporting, Treasurer access to records) impose recurring administrative obligations — see regs 18, 19, 21.","Dividends process vests decision and timing control with the Treasurer after consultation with the Minister, and restricts delegation of recommendation power to non-board actors — see reg 22(1), (5), (6).","Confidentiality and disclosure interactions between the board, Minister and Treasurer introduce discretionary handling rules and potential exceptions for ministerial duties — see regs 11(10)-(12), 12, 21(3)-(4).","Provisions preserve continuity and legal validity (continuation of body corporate and existing board members; repeal of prior regulations), requiring attention to transitional status — see regs 5, 6, Schedule 1.","Cross-reference to the Public Corporations Act and limited application of certain Act provisions to the Minister adds another legal layer to interpret — see reg 4.","Restrictions on commercial transactions and corporate structures (trusts, partnerships, joint ventures, forming subsidiary companies) increase transactional approval points and potential delay — see regs 16, 17, 20."],"plain_english_summary":"These regulations continue StudyAdelaide as a ministerial subsidiary and set its governance, duties and reporting. They limit StudyAdelaide’s functions to promoting Adelaide to international students and supporting their experience, and require board composition, audit, quarterly financial reporting and a ministerial charter. The Minister and Treasurer hold approval powers over appointments, budgets, subsidiary companies, loans and dividends. The instrument repeals the 2011 regulations and replaces them with these governance and financial controls."}},"importantCases":[],"_links":{"self":"/api/acts/public-corporations-studyadelaide-regulations-2023","history":"/api/acts/public-corporations-studyadelaide-regulations-2023/history","analysis":"/api/acts/public-corporations-studyadelaide-regulations-2023/analysis","conflicts":"/api/acts/public-corporations-studyadelaide-regulations-2023/conflicts","importantCases":"/api/acts/public-corporations-studyadelaide-regulations-2023/important-cases","documents":"/api/acts/public-corporations-studyadelaide-regulations-2023/documents"}}