{"id":"public-corporations-transmission-lessor-corporation-regulations-2025","name":"Public Corporations (Transmission Lessor Corporation) Regulations 2025","slug":"public-corporations-transmission-lessor-corporation-regulations-2025","collection":"regulation","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":236817,"registerId":"sa-public-corporations-transmission-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 (Transmission Lessor Corporation) Regulations 2025","content":"South Australia\nPublic Corporations (Transmission 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—Transmission Lessor Corporation\nDivision 1—Continuation of Transmission Lessor Corporation\n5\tTransmission Lessor Corporation continues as subsidiary of Treasurer\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 (Transmission Lessor Corporation) Regulations 2010\nLegislative history\n\nPart 1—Preliminary\n1—Short title\nThese regulations may be cited as the Public Corporations (Transmission 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 holding office as a member of the board under these regulations;\nSAFA means the South Australian Government Financing Authority established under the Government Financing Authority Act 1982;\nthe subsidiary means the Transmission Lessor Corporation continued in existence under these regulations as a subsidiary of the Treasurer;\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—Transmission Lessor Corporation\nDivision 1—Continuation of Transmission Lessor Corporation\n5—Transmission Lessor Corporation continues as subsidiary of Treasurer\n\t(1)\tTransmission Lessor Corporation continues in existence 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 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\n\t(f)\tis removed from office by the Treasurer by written notice on any ground that the Treasurer considers sufficient.\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 a meeting 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 will 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; or\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 an 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)\tpowerlines (within the meaning of the Electricity Act 1996); or\n\t(b)\tsubstations for converting, transforming or controlling electricity; or\n\t(c)\tequipment for metering, monitoring or controlling electricity; or\n\t(d)\tany wires, equipment or other things (including tunnels and cavities) used for, or in connection with, the transmission of electricity; or\n\t(e)\tany other assets that are, have been or may be used in connection with the operation of a transmission network (within the meaning of the Electricity Act 1996); or\n\t(f)\tland or interests in land on, over or under which infrastructure referred to in a preceding paragraph is situated or by which access is obtained to such infrastructure.\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 interest 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, establish and maintain effective internal auditing of its operations.\n\t(2)\tThe subsidiary must, unless exempted by the Treasurer, establish 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 (Transmission Lessor Corporation) Regulations 2010\nThe Public Corporations (Transmission 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\n46\nGazette 26.6.2025 p2089 \n26.6.2025: r 2\n","sortOrder":0}],"analysis":{"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Scope cannot be assessed as the legislative text was not available. No comparison between original intent and final form is possible from the information provided."},"complexity_factors":["No actual legislative text was retrievable — the source URL returned a 404 error","Analysis is based solely on the title and contextual inference, not the regulation's content","Complexity of the actual instrument cannot be assessed without its text"],"plain_english_summary":"Likely made under the Public Corporations Act 1993 (SA), these regulations would set the legal framework for a government-owned Transmission Lessor Corporation that leases electricity transmission assets. They matter because they define how the corporation is governed and operates, affecting its board and executives, regulators and, indirectly, South Australian electricity consumers and agencies that oversee energy infrastructure."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"These regulations continue the Transmission Lessor Corporation as a Treasurer‑owned subsidiary and confine its activities to leasing, holding and operating prescribed transmission assets; they centralise ministerial approvals and reporting while imposing internal audit and board procedures (r 5; r 13; rr 14, 18–22). The 2010 regulations are repealed and replaced (Schedule 1), but the instrument does not expand the subsidiary's statutory functions beyond those tied to prescribed assets."},"complexity_factors":["Centralised ministerial control: multiple approvals and directions reserved to the Treasurer (appointments, removal, remuneration, charter, subsidiary formation, guarantees, borrowings) (rr 7, 8(f), 10, 14(5)–(6), 15–17, 19, 20).","Narrow, asset‑tied functions: subsidiary functions limited to leasing/holding/operating prescribed transmission assets and related instruments, referencing other Acts for definitions (r 13(1)–(2)).","Governance mechanics: board size, quorum, meeting rules, deputy directors and continuity rules are prescriptive but straightforward (rr 6–11).","Financial controls and reporting: required internal audit/audit committee, Treasurer/SAFA deposit rule, and annual reporting timelines create compliance tasks (rr 18–19, 22).","Confidentiality and disclosure regime: board may advise Treasurer on confidential matters but Treasurer controls final observance subject to ministerial duty exceptions (rr 11(10)–(11), 20(3)–(4)).","Interaction with existing statutes: reliance on Electricity Corporations (Restructuring and Disposal) Act 1999 and Electricity Act 1996 for terms and asset scope creates cross‑statutory interpretation needs (r 13(2)).","Operational constraints on expansion: restrictions on forming subsidiaries, joint ventures, guarantees without Treasurer approval add decision friction and require formal approvals (rr 15–17).","Repeal and replacement: the 2010 regulations are repealed and replaced here, requiring stakeholders to check new terms (Schedule 1)."],"plain_english_summary":"_These regulations continue the Transmission Lessor Corporation as a state‑owned subsidiary of the Treasurer, establish a three‑member board, limit the corporation to leasing and operating prescribed transmission assets, and require Treasurer approval for major financial decisions. _\n\n_They place appointment, remuneration, audit, reporting and confidentiality controls with the Treasurer and require the subsidiary to follow a Treasurer‑prepared charter, so the Treasurer decides major strategy and financial authorisations while the subsidiary runs day‑to‑day operations._"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation maintains the same scope as its predecessor. It continues the Transmission Lessor Corporation with identical core functions (owning and leasing electricity transmission assets) and similar governance structures. The 2025 regulations appear to be a straightforward re-enactment/update of the 2010 regulations rather than an expansion of purpose."},"complexity_factors":["Moderate cross-referencing to the Public Corporations Act 1993 and Electricity Corporations (Restructuring and Disposal) Act 1999","7 defined terms in the interpretation section (section 3)","Nested procedural rules for board meetings including quorum, casting votes, teleconferences, and written resolutions (regulation 11)","Conditional confidentiality provisions requiring Treasurer determination of duties of confidence (regulations 11(10)-(11) and 20(3)-(4))","Multiple approval requirements from the Treasurer for financial and operational decisions (regulations 15-19)","Repeal and replacement structure (repealing 2010 regulations entirely)","Specific technical definitions for electricity infrastructure assets in regulation 13(2)"],"plain_english_summary":"**What this legislation does:**\n\nThese regulations keep the **Transmission Lessor Corporation** alive as a government-owned company (a \"subsidiary\" of the South Australian Treasurer). This corporation owns and leases out major electricity infrastructure—think powerlines, substations, and the land they sit on.\n\n**Who it affects:**\n\n- **The Transmission Lessor Corporation itself** — the rules set out how its board runs, what it can and can't do, and how it handles money\n- **The Treasurer** — who appoints the board, approves major financial decisions, and oversees operations\n- **The three board directors** — who run the corporation under strict rules about meetings, conflicts, and reporting\n- **Electricity companies** — who lease this infrastructure to transmit power across South Australia\n\n**Why it matters:**\n\nThis is essentially the **rulebook for a critical piece of South Australia's electricity grid**. After the old 2010 regulations were repealed, these new 2025 regulations ensure there's no gap in oversight. The corporation sits in a specific niche: it owns the physical transmission assets but leases them out, stepping in to operate them only if a lease ends early.\n\n**Key restrictions:**\n- The corporation **cannot** borrow money, lend money, or invest without the Treasurer's say-so\n- It **cannot** create subsidiary companies or enter joint ventures without approval\n- It **must** report annually to Parliament and maintain strict internal auditing\n- Board meetings can happen by phone or video, but need proper notice and minutes\n\n**The bottom line:** This is housekeeping legislation that maintains government control over essential electricity infrastructure while keeping the corporation on a tight financial leash."},"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"}},"importantCases":[],"_links":{"self":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025","history":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025/history","analysis":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025/analysis","conflicts":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025/conflicts","importantCases":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025/important-cases","documents":"/api/acts/public-corporations-transmission-lessor-corporation-regulations-2025/documents"}}