{"id":"qld:sl-2021-0088","name":"South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2021","slug":"south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021","collection":"regulation","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"88 of 2021","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":173890,"registerId":"qld-sl-2021-0088-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis regulation may be cited as the South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2021 .","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":"Main purposes of regulation","content":"### sec.2 Main purposes of regulation\n\nThe main purposes of this regulation are to do the following—\nprovide, in relation to distributor-retailers, boards, officers or employees of distributor-retailers, for particular matters that the Corporations Act provides for corporations;\nprovide for a right to compensation for a contravention of a matter provided for under paragraph (a) .\n- (a) provide, in relation to distributor-retailers, boards, officers or employees of distributor-retailers, for particular matters that the Corporations Act provides for corporations;\n- (b) provide for a right to compensation for a contravention of a matter provided for under paragraph (a) .","sortOrder":2},{"sectionNumber":"sec.3","sectionType":"section","heading":"Definitions","content":"### sec.3 Definitions\n\nIn this regulation—\nboard member , of a distributor-retailer, means a member of the board of the distributor-retailer.\ncompensation order see section 22 (1) .\ndeclaration of contravention see section 20 (1) .\nofficer , of a distributor-retailer, means—\na person who is appointed as an officer of the distributor-retailer; and\nanyone else who—\nmakes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the distributor-retailer; or\nhas the capacity to affect significantly the distributor-retailer’s financial standing.\n- (a) a person who is appointed as an officer of the distributor-retailer; and\n- (b) anyone else who— (i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the distributor-retailer; or (ii) has the capacity to affect significantly the distributor-retailer’s financial standing.\n- (i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the distributor-retailer; or\n- (ii) has the capacity to affect significantly the distributor-retailer’s financial standing.\n- (i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the distributor-retailer; or\n- (ii) has the capacity to affect significantly the distributor-retailer’s financial standing.","sortOrder":3},{"sectionNumber":"sec.4","sectionType":"section","heading":"References to Corporations Act","content":"### sec.4 References to Corporations Act\n\nIn this regulation, the information included in square brackets after a section heading is a reference to a similar section of the Corporations Act .\nThe brackets and information do not form part of this regulation.\n(sec.4-ssec.1) In this regulation, the information included in square brackets after a section heading is a reference to a similar section of the Corporations Act .\n(sec.4-ssec.2) The brackets and information do not form part of this regulation.","sortOrder":4},{"sectionNumber":"pt.2","sectionType":"part","heading":"Board members and officers","content":"# Board members and officers","sortOrder":5},{"sectionNumber":"pt.2-div.1","sectionType":"division","heading":"General duties","content":"## General duties","sortOrder":6},{"sectionNumber":"sec.5","sectionType":"section","heading":"Care and diligence—civil obligation only [CA, s 180 ]","content":"### sec.5 Care and diligence—civil obligation only [CA, s 180 ]\n\nA board member or an officer of a distributor-retailer must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they—\nwere a board member or an officer of a distributor-retailer in the distributor-retailer’s circumstances; and\noccupied the office held by, and had the same responsibilities within the distributor-retailer as, the board member or officer.\nIn deciding the degree of care and diligence required under subsection (1) , regard must be had to—\nthe distributor-retailer’s geographic area functions; and\nthe distributor-retailer’s other functions under the Act ; and\nthe distributor-retailer’s other functions under another Act including, for example, the Financial Accountability Act 2009 , Statutory Bodies Financial Arrangements Act 1982 , Water Act and Water Supply Act ; and\nany requirement under the distributor-retailer’s participation agreement; and\nany relevant local government direction given to the distributor-retailer.\nA board member or an officer of a distributor-retailer who makes a business judgment is taken to meet the requirements of subsection (1) , and their equivalent duties at common law and in equity, in respect of the judgment if they—\nmake the judgment in good faith for a proper purpose, taking into account any relevant matters mentioned in subsection (2) ; and\ndo not have a material personal interest in the subject matter of the judgment; and\ninform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and\nrationally believe the judgment is in the distributor-retailer’s best interests.\nFor subsection (3) (d) , the board member’s or the officer’s belief that the judgment is in the distributor-retailer’s best interests is a rational one unless the belief is one that no reasonable person in their position would hold.\nIn this section—\nbusiness judgment means any decision to take or not take action about a matter relevant to the business operations of the distributor-retailer.\nfunctions includes powers.\n(sec.5-ssec.1) A board member or an officer of a distributor-retailer must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they— were a board member or an officer of a distributor-retailer in the distributor-retailer’s circumstances; and occupied the office held by, and had the same responsibilities within the distributor-retailer as, the board member or officer.\n(sec.5-ssec.2) In deciding the degree of care and diligence required under subsection (1) , regard must be had to— the distributor-retailer’s geographic area functions; and the distributor-retailer’s other functions under the Act ; and the distributor-retailer’s other functions under another Act including, for example, the Financial Accountability Act 2009 , Statutory Bodies Financial Arrangements Act 1982 , Water Act and Water Supply Act ; and any requirement under the distributor-retailer’s participation agreement; and any relevant local government direction given to the distributor-retailer.\n(sec.5-ssec.3) A board member or an officer of a distributor-retailer who makes a business judgment is taken to meet the requirements of subsection (1) , and their equivalent duties at common law and in equity, in respect of the judgment if they— make the judgment in good faith for a proper purpose, taking into account any relevant matters mentioned in subsection (2) ; and do not have a material personal interest in the subject matter of the judgment; and inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and rationally believe the judgment is in the distributor-retailer’s best interests.\n(sec.5-ssec.4) For subsection (3) (d) , the board member’s or the officer’s belief that the judgment is in the distributor-retailer’s best interests is a rational one unless the belief is one that no reasonable person in their position would hold.\n(sec.5-ssec.5) In this section— business judgment means any decision to take or not take action about a matter relevant to the business operations of the distributor-retailer. functions includes powers.\n- (a) were a board member or an officer of a distributor-retailer in the distributor-retailer’s circumstances; and\n- (b) occupied the office held by, and had the same responsibilities within the distributor-retailer as, the board member or officer.\n- (a) the distributor-retailer’s geographic area functions; and\n- (b) the distributor-retailer’s other functions under the Act ; and\n- (c) the distributor-retailer’s other functions under another Act including, for example, the Financial Accountability Act 2009 , Statutory Bodies Financial Arrangements Act 1982 , Water Act and Water Supply Act ; and\n- (d) any requirement under the distributor-retailer’s participation agreement; and\n- (e) any relevant local government direction given to the distributor-retailer.\n- (a) make the judgment in good faith for a proper purpose, taking into account any relevant matters mentioned in subsection (2) ; and\n- (b) do not have a material personal interest in the subject matter of the judgment; and\n- (c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and\n- (d) rationally believe the judgment is in the distributor-retailer’s best interests.","sortOrder":7},{"sectionNumber":"sec.6","sectionType":"section","heading":"Good faith—civil obligations [CA, s 181 ]","content":"### sec.6 Good faith—civil obligations [CA, s 181 ]\n\nA board member or an officer of a distributor-retailer must exercise their powers and discharge their duties—\nin good faith in the distributor-retailer’s best interests; and\nfor a proper purpose.\n- (a) in good faith in the distributor-retailer’s best interests; and\n- (b) for a proper purpose.","sortOrder":8},{"sectionNumber":"sec.7","sectionType":"section","heading":"Use of position—civil obligations [CA, s 182 ]","content":"### sec.7 Use of position—civil obligations [CA, s 182 ]\n\nA board member or an officer of a distributor-retailer must not improperly use their position to—\ngain an advantage for themselves or someone else; or\ncause detriment to the distributor-retailer.\n- (a) gain an advantage for themselves or someone else; or\n- (b) cause detriment to the distributor-retailer.","sortOrder":9},{"sectionNumber":"sec.8","sectionType":"section","heading":"Use of information—civil obligations [CA, s 183 ]","content":"### sec.8 Use of information—civil obligations [CA, s 183 ]\n\nA board member or an officer of a distributor-retailer must not use information, obtained because they are or have been a board member or an officer, to improperly—\ngain an advantage for themselves or someone else; or\ncause detriment to the distributor-retailer.\n- (a) gain an advantage for themselves or someone else; or\n- (b) cause detriment to the distributor-retailer.","sortOrder":10},{"sectionNumber":"sec.9","sectionType":"section","heading":"Good faith, use of position and use of information—criminal offences [CA, s 184 ]","content":"### sec.9 Good faith, use of position and use of information—criminal offences [CA, s 184 ]\n\nA board member or officer of a distributor-retailer commits an offence if they—\nare reckless or are intentionally dishonest; and\nfail to exercise their powers and discharge their duties—\nin good faith in the best interests of the distributor-retailer; or\nfor a proper purpose.\nMaximum penalty—20 penalty units.\nA board member or officer of a distributor-retailer commits an offence if they use their position—\ndishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or\nrecklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer.\nMaximum penalty—20 penalty units.\nA person who obtains information because they are, or have been, a board member or officer of a distributor-retailer commits an offence if they use the information—\ndishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or\nrecklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer.\nMaximum penalty—20 penalty units.\n(sec.9-ssec.1) A board member or officer of a distributor-retailer commits an offence if they— are reckless or are intentionally dishonest; and fail to exercise their powers and discharge their duties— in good faith in the best interests of the distributor-retailer; or for a proper purpose. Maximum penalty—20 penalty units.\n(sec.9-ssec.2) A board member or officer of a distributor-retailer commits an offence if they use their position— dishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer. Maximum penalty—20 penalty units.\n(sec.9-ssec.3) A person who obtains information because they are, or have been, a board member or officer of a distributor-retailer commits an offence if they use the information— dishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer. Maximum penalty—20 penalty units.\n- (a) are reckless or are intentionally dishonest; and\n- (b) fail to exercise their powers and discharge their duties— (i) in good faith in the best interests of the distributor-retailer; or (ii) for a proper purpose.\n- (i) in good faith in the best interests of the distributor-retailer; or\n- (ii) for a proper purpose.\n- (i) in good faith in the best interests of the distributor-retailer; or\n- (ii) for a proper purpose.\n- (a) dishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or\n- (b) recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer.\n- (a) dishonestly with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the distributor-retailer; or\n- (b) recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the distributor-retailer.","sortOrder":11},{"sectionNumber":"sec.10","sectionType":"section","heading":"Interaction of ss 6 – 10 with other laws etc. [CA, s 185 ]","content":"### sec.10 Interaction of ss 6 – 10 with other laws etc. [CA, s 185 ]\n\nSections 6 to 10 —\nhave effect in addition to, and not in derogation of, any law relating to the duty or liability of a person because of their office or employment in relation to a distributor-retailer; and\ndo not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability mentioned in paragraph (a) .\nHowever, subsection (1) does not apply to section 6 (3) , (4) and (5) to the extent to which those subsections operate on the duties at common law and in equity that are equivalent to the requirements under section 6 (1) .\n(sec.10-ssec.1) Sections 6 to 10 — have effect in addition to, and not in derogation of, any law relating to the duty or liability of a person because of their office or employment in relation to a distributor-retailer; and do not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability mentioned in paragraph (a) .\n(sec.10-ssec.2) However, subsection (1) does not apply to section 6 (3) , (4) and (5) to the extent to which those subsections operate on the duties at common law and in equity that are equivalent to the requirements under section 6 (1) .\n- (a) have effect in addition to, and not in derogation of, any law relating to the duty or liability of a person because of their office or employment in relation to a distributor-retailer; and\n- (b) do not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability mentioned in paragraph (a) .","sortOrder":12},{"sectionNumber":"sec.11","sectionType":"section","heading":"Duty of confidentiality","content":"### sec.11 Duty of confidentiality\n\nA board member of a distributor-retailer owes a duty of confidentiality to the distributor-retailer to the same extent as if the distributor-retailer was a company registered under the Corporations Act and the board member was a director of the company.","sortOrder":13},{"sectionNumber":"sec.12","sectionType":"section","heading":"Reliance on information or advice provided by others [CA, s 189 ]","content":"### sec.12 Reliance on information or advice provided by others [CA, s 189 ]\n\nThis section applies if—\na board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by—\nan officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or\na professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or\nanother board member relating to matters within the board member’s authority; or\na committee of board members on which the board member did not serve relating to matters within the committee’s authority; and\nthe reliance was made—\nin good faith; and\nafter making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and\nthe reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty.\nThe board member’s reliance on the information or advice is taken to be reasonable unless the contrary is proved.\n(sec.12-ssec.1) This section applies if— a board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by— an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or another board member relating to matters within the board member’s authority; or a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and the reliance was made— in good faith; and after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and the reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty.\n(sec.12-ssec.2) The board member’s reliance on the information or advice is taken to be reasonable unless the contrary is proved.\n- (a) a board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by— (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or (iii) another board member relating to matters within the board member’s authority; or (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and\n- (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or\n- (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or\n- (iii) another board member relating to matters within the board member’s authority; or\n- (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and\n- (b) the reliance was made— (i) in good faith; and (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and\n- (i) in good faith; and\n- (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and\n- (c) the reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty.\n- (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or\n- (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or\n- (iii) another board member relating to matters within the board member’s authority; or\n- (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and\n- (i) in good faith; and\n- (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and","sortOrder":14},{"sectionNumber":"pt.2-div.2","sectionType":"division","heading":"Restrictions on indemnities and insurance","content":"## Restrictions on indemnities and insurance","sortOrder":15},{"sectionNumber":"sec.13","sectionType":"section","heading":"Indemnification and exemption of board member or officer [CA, s 199A ]","content":"### sec.13 Indemnification and exemption of board member or officer [CA, s 199A ]\n\nA distributor-retailer must not exempt a person (whether directly or through an interposed entity) from a liability to the distributor-retailer incurred as a board member or an officer of the distributor-retailer.\nA distributor-retailer must not indemnify a person against any of the following liabilities incurred as a board member or an officer of the distributor-retailer—\na liability owed to the distributor-retailer;\na liability for a compensation order;\na liability that is owed to someone, other than the distributor-retailer, that did not arise out of conduct in good faith.\nSubsection (2) does not apply to a liability for legal costs.\nA distributor-retailer must not indemnify a person against legal costs incurred in defending an action for a liability incurred as a board member or an officer of the distributor-retailer if the costs are incurred—\nin defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under subsection (2) ; or\nin defending or resisting criminal proceedings in which the person is found guilty.\nFor subsection (4) , the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.\nIn this section—\nindemnify , a person, includes—\nindemnify the person by agreement; and\nindemnify the person by making a payment to the person; and\ndirectly indemnify the person; and\nindirectly indemnify the person through an interposed entity.\n(sec.13-ssec.1) A distributor-retailer must not exempt a person (whether directly or through an interposed entity) from a liability to the distributor-retailer incurred as a board member or an officer of the distributor-retailer.\n(sec.13-ssec.2) A distributor-retailer must not indemnify a person against any of the following liabilities incurred as a board member or an officer of the distributor-retailer— a liability owed to the distributor-retailer; a liability for a compensation order; a liability that is owed to someone, other than the distributor-retailer, that did not arise out of conduct in good faith.\n(sec.13-ssec.3) Subsection (2) does not apply to a liability for legal costs.\n(sec.13-ssec.4) A distributor-retailer must not indemnify a person against legal costs incurred in defending an action for a liability incurred as a board member or an officer of the distributor-retailer if the costs are incurred— in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under subsection (2) ; or in defending or resisting criminal proceedings in which the person is found guilty.\n(sec.13-ssec.5) For subsection (4) , the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.\n(sec.13-ssec.6) In this section— indemnify , a person, includes— indemnify the person by agreement; and indemnify the person by making a payment to the person; and directly indemnify the person; and indirectly indemnify the person through an interposed entity.\n- (a) a liability owed to the distributor-retailer;\n- (b) a liability for a compensation order;\n- (c) a liability that is owed to someone, other than the distributor-retailer, that did not arise out of conduct in good faith.\n- (a) in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under subsection (2) ; or\n- (b) in defending or resisting criminal proceedings in which the person is found guilty.\n- (a) indemnify the person by agreement; and\n- (b) indemnify the person by making a payment to the person; and\n- (c) directly indemnify the person; and\n- (d) indirectly indemnify the person through an interposed entity.","sortOrder":16},{"sectionNumber":"sec.14","sectionType":"section","heading":"Insurance premiums for certain liabilities of board members [CA, s 199B ]","content":"### sec.14 Insurance premiums for certain liabilities of board members [CA, s 199B ]\n\nA distributor-retailer must not pay, or agree to pay, a premium for a contract insuring a person who is or has been a board member of the distributor-retailer against a liability (other than one for legal costs) arising out of—\nconduct involving a wilful breach of duty to the distributor-retailer; or\na contravention of section 8 or 9 .\nThis section applies to a premium whether it is paid directly or through an interposed entity.\n(sec.14-ssec.1) A distributor-retailer must not pay, or agree to pay, a premium for a contract insuring a person who is or has been a board member of the distributor-retailer against a liability (other than one for legal costs) arising out of— conduct involving a wilful breach of duty to the distributor-retailer; or a contravention of section 8 or 9 .\n(sec.14-ssec.2) This section applies to a premium whether it is paid directly or through an interposed entity.\n- (a) conduct involving a wilful breach of duty to the distributor-retailer; or\n- (b) a contravention of section 8 or 9 .","sortOrder":17},{"sectionNumber":"sec.15","sectionType":"section","heading":"Effect of div 2 [CA, s 199C ]","content":"### sec.15 Effect of div 2 [CA, s 199C ]\n\nThis division does not authorise anything that would otherwise be unlawful.\nAnything that purports to indemnify or insure a person against a liability, or exempt them from a liability, is void to the extent that it contravenes this division.\n(sec.15-ssec.1) This division does not authorise anything that would otherwise be unlawful.\n(sec.15-ssec.2) Anything that purports to indemnify or insure a person against a liability, or exempt them from a liability, is void to the extent that it contravenes this division.","sortOrder":18},{"sectionNumber":"pt.2-div.3","sectionType":"division","heading":"Appointment of board members","content":"## Appointment of board members","sortOrder":19},{"sectionNumber":"sec.16","sectionType":"section","heading":"Effectiveness of acts by board members [CA, s 201M ]","content":"### sec.16 Effectiveness of acts by board members [CA, s 201M ]\n\nAn act done by a board member of a distributor-retailer is effective even if their appointment, or the continuance of their appointment, is invalid because the distributor-retailer or board member did not comply with a provision of the Act or a participation agreement.\nHowever, an act done by a board member is not effective if, when the act is done, the members of the board know the board member’s appointment, or the continuance of the board member’s appointment, is invalid.\nSubsection (1) does not deal with the question of whether an effective act by a board member—\nbinds the distributor-retailer in its dealings with other people; or\nmakes the distributor-retailer liable to another person.\n(sec.16-ssec.1) An act done by a board member of a distributor-retailer is effective even if their appointment, or the continuance of their appointment, is invalid because the distributor-retailer or board member did not comply with a provision of the Act or a participation agreement.\n(sec.16-ssec.2) However, an act done by a board member is not effective if, when the act is done, the members of the board know the board member’s appointment, or the continuance of the board member’s appointment, is invalid.\n(sec.16-ssec.3) Subsection (1) does not deal with the question of whether an effective act by a board member— binds the distributor-retailer in its dealings with other people; or makes the distributor-retailer liable to another person.\n- (a) binds the distributor-retailer in its dealings with other people; or\n- (b) makes the distributor-retailer liable to another person.","sortOrder":20},{"sectionNumber":"pt.2-div.4","sectionType":"division","heading":"Access to distributor-retailer’s books and records","content":"## Access to distributor-retailer’s books and records","sortOrder":21},{"sectionNumber":"sec.17","sectionType":"section","heading":"Access to distributor-retailer’s books and records","content":"### sec.17 Access to distributor-retailer’s books and records\n\nA board member of a distributor-retailer has a right of access to all of the distributor-retailer’s books and records, including financial records, at all reasonable times.","sortOrder":22},{"sectionNumber":"pt.3","sectionType":"part","heading":"Assumptions people dealing with distributor-retailers are entitled to make","content":"# Assumptions people dealing with distributor-retailers are entitled to make","sortOrder":23},{"sectionNumber":"sec.18","sectionType":"section","heading":"Entitlement to make assumptions [CA, ss 128 and 129 ]","content":"### sec.18 Entitlement to make assumptions [CA, ss 128 and 129 ]\n\nA person is entitled to make the following assumptions (the assumptions ) relating to dealings with a distributor-retailer—\nthe distributor-retailer’s participation agreement and any provisions of the Act that apply to the distributor-retailer relating to the agreement have been complied with;\nthat a person who appears, from information provided by the distributor-retailer that is available to the public, to be a board member or an officer of the distributor-retailer—\nhas been duly appointed; and\nhas authority to perform the functions and exercise the powers of a board member or an officer, under the Act , relating to the distributor-retailer;\nthat a person who is held out by the distributor-retailer to be an officer or agent of the distributor-retailer—\nhas been duly appointed; and\nhas authority to perform the functions and exercise the powers customarily performed or exercised by that kind of officer or agent of a company conducting a business similar to that conducted by the distributor-retailer;\nthat the board members and agents of the distributor-retailer properly perform their duties to the distributor-retailer;\nthat a document has been duly executed by the distributor-retailer if the document appears to have been signed under section 52 of the Act ;\nthat an officer or agent of the distributor-retailer who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.\nHowever, a person is not entitled to make an assumption if at the time of the dealings they knew or suspected that the assumption was incorrect.\nThe distributor-retailer is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\nThe assumptions may be made even if a board member or agent of the distributor-retailer acts fraudulently, or forges a document, in connection with the dealings.\n(sec.18-ssec.1) A person is entitled to make the following assumptions (the assumptions ) relating to dealings with a distributor-retailer— the distributor-retailer’s participation agreement and any provisions of the Act that apply to the distributor-retailer relating to the agreement have been complied with; that a person who appears, from information provided by the distributor-retailer that is available to the public, to be a board member or an officer of the distributor-retailer— has been duly appointed; and has authority to perform the functions and exercise the powers of a board member or an officer, under the Act , relating to the distributor-retailer; that a person who is held out by the distributor-retailer to be an officer or agent of the distributor-retailer— has been duly appointed; and has authority to perform the functions and exercise the powers customarily performed or exercised by that kind of officer or agent of a company conducting a business similar to that conducted by the distributor-retailer; that the board members and agents of the distributor-retailer properly perform their duties to the distributor-retailer; that a document has been duly executed by the distributor-retailer if the document appears to have been signed under section 52 of the Act ; that an officer or agent of the distributor-retailer who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.\n(sec.18-ssec.2) However, a person is not entitled to make an assumption if at the time of the dealings they knew or suspected that the assumption was incorrect.\n(sec.18-ssec.3) The distributor-retailer is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\n(sec.18-ssec.4) The assumptions may be made even if a board member or agent of the distributor-retailer acts fraudulently, or forges a document, in connection with the dealings.\n- (a) the distributor-retailer’s participation agreement and any provisions of the Act that apply to the distributor-retailer relating to the agreement have been complied with;\n- (b) that a person who appears, from information provided by the distributor-retailer that is available to the public, to be a board member or an officer of the distributor-retailer— (i) has been duly appointed; and (ii) has authority to perform the functions and exercise the powers of a board member or an officer, under the Act , relating to the distributor-retailer;\n- (i) has been duly appointed; and\n- (ii) has authority to perform the functions and exercise the powers of a board member or an officer, under the Act , relating to the distributor-retailer;\n- (c) that a person who is held out by the distributor-retailer to be an officer or agent of the distributor-retailer— (i) has been duly appointed; and (ii) has authority to perform the functions and exercise the powers customarily performed or exercised by that kind of officer or agent of a company conducting a business similar to that conducted by the distributor-retailer;\n- (i) has been duly appointed; and\n- (ii) has authority to perform the functions and exercise the powers customarily performed or exercised by that kind of officer or agent of a company conducting a business similar to that conducted by the distributor-retailer;\n- (d) that the board members and agents of the distributor-retailer properly perform their duties to the distributor-retailer;\n- (e) that a document has been duly executed by the distributor-retailer if the document appears to have been signed under section 52 of the Act ;\n- (f) that an officer or agent of the distributor-retailer who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.\n- (i) has been duly appointed; and\n- (ii) has authority to perform the functions and exercise the powers of a board member or an officer, under the Act , relating to the distributor-retailer;\n- (i) has been duly appointed; and\n- (ii) has authority to perform the functions and exercise the powers customarily performed or exercised by that kind of officer or agent of a company conducting a business similar to that conducted by the distributor-retailer;","sortOrder":24},{"sectionNumber":"pt.4","sectionType":"part","heading":"Contravention and compensation","content":"# Contravention and compensation","sortOrder":25},{"sectionNumber":"sec.19","sectionType":"section","heading":"Declaration of contravention [CA, s 1317E ]","content":"### sec.19 Declaration of contravention [CA, s 1317E ]\n\nAny of the following may apply to the Supreme Court for a declaration (a declaration of contravention ) that a board member of a distributor-retailer has contravened section 6 , 7 , 8 or 9 —\na distributor-retailer;\na participating local government;\nthe State.\nIf the court is satisfied a board member of a distributor-retailer has contravened section 6 , 7 , 8 or 9 , it must make a declaration of contravention.\nA declaration of contravention must state the following—\nthe board member who contravened section 6 , 7 , 8 or 9 ;\nthe conduct that constituted the contravention;\nthe provision that was contravened.\n(sec.19-ssec.1) Any of the following may apply to the Supreme Court for a declaration (a declaration of contravention ) that a board member of a distributor-retailer has contravened section 6 , 7 , 8 or 9 — a distributor-retailer; a participating local government; the State.\n(sec.19-ssec.2) If the court is satisfied a board member of a distributor-retailer has contravened section 6 , 7 , 8 or 9 , it must make a declaration of contravention.\n(sec.19-ssec.3) A declaration of contravention must state the following— the board member who contravened section 6 , 7 , 8 or 9 ; the conduct that constituted the contravention; the provision that was contravened.\n- (a) a distributor-retailer;\n- (b) a participating local government;\n- (c) the State.\n- (a) the board member who contravened section 6 , 7 , 8 or 9 ;\n- (b) the conduct that constituted the contravention;\n- (c) the provision that was contravened.","sortOrder":26},{"sectionNumber":"sec.20","sectionType":"section","heading":"Declaration of contravention is conclusive evidence [CA, s 1317F ]","content":"### sec.20 Declaration of contravention is conclusive evidence [CA, s 1317F ]\n\nA declaration of contravention is conclusive evidence of the matters referred to in section 20 (3) .","sortOrder":27},{"sectionNumber":"sec.21","sectionType":"section","heading":"Compensation orders [CA, s 1317H ]","content":"### sec.21 Compensation orders [CA, s 1317H ]\n\nAny of the following may apply to the Supreme Court for an order (a compensation order ) requiring a board member of a distributor-retailer to pay the applicant or another person an amount as compensation for damage suffered by the applicant or the other person because the board member has contravened section 6 , 7 , 8 or 9 —\nthe distributor-retailer;\na participating local government;\nthe State.\nAn application for a compensation order may be made whether or not a declaration of contravention has been made for the matter the subject of the application.\nThe court may order the board member to pay to the applicant or other person, as compensation, an amount, decided by the court, if the court is satisfied—\nthe board member has contravened section 6 , 7 , 8 or 9 ; and\nthe applicant or other person has suffered damage because of the contravention.\nThe order must state the amount of the compensation.\nThe court may relieve the board member either wholly or partly from paying the compensation if the court is satisfied—\nthe board member acted honestly; and\nhaving regard to all the circumstances of the contravention, the board member ought fairly to be excused for the contravention.\nA compensation order may be enforced as if it were a judgment of the court.\n(sec.21-ssec.1) Any of the following may apply to the Supreme Court for an order (a compensation order ) requiring a board member of a distributor-retailer to pay the applicant or another person an amount as compensation for damage suffered by the applicant or the other person because the board member has contravened section 6 , 7 , 8 or 9 — the distributor-retailer; a participating local government; the State.\n(sec.21-ssec.2) An application for a compensation order may be made whether or not a declaration of contravention has been made for the matter the subject of the application.\n(sec.21-ssec.3) The court may order the board member to pay to the applicant or other person, as compensation, an amount, decided by the court, if the court is satisfied— the board member has contravened section 6 , 7 , 8 or 9 ; and the applicant or other person has suffered damage because of the contravention.\n(sec.21-ssec.4) The order must state the amount of the compensation.\n(sec.21-ssec.5) The court may relieve the board member either wholly or partly from paying the compensation if the court is satisfied— the board member acted honestly; and having regard to all the circumstances of the contravention, the board member ought fairly to be excused for the contravention.\n(sec.21-ssec.6) A compensation order may be enforced as if it were a judgment of the court.\n- (a) the distributor-retailer;\n- (b) a participating local government;\n- (c) the State.\n- (a) the board member has contravened section 6 , 7 , 8 or 9 ; and\n- (b) the applicant or other person has suffered damage because of the contravention.\n- (a) the board member acted honestly; and\n- (b) having regard to all the circumstances of the contravention, the board member ought fairly to be excused for the contravention.","sortOrder":28},{"sectionNumber":"sec.22","sectionType":"section","heading":"Time limit for application for a declaration or order [CA, s 1317K ]","content":"### sec.22 Time limit for application for a declaration or order [CA, s 1317K ]\n\nA proceeding for a declaration of contravention or a compensation order may be commenced no later than 6 years after the day of the contravention.","sortOrder":29},{"sectionNumber":"sec.23","sectionType":"section","heading":"Repeal","content":"### sec.23 Repeal\n\nThe South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2010, SL No. 141 is repealed.","sortOrder":30}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The regulation appears tightly focused on its original purpose of applying corporate governance standards to SEQ water distributor-retailers. It replaces the 2010 version (section 23) but maintains the same essential structure and scope—governing board conduct, third-party protections, and compensation mechanisms. No significant scope creep is evident."},"complexity_factors":["Extensive cross-referencing to the federal Corporations Act (each section notes its CA equivalent in square brackets)","Nested conditional logic in section 5 (business judgment rule with 4 cumulative requirements plus a rebuttable presumption)","Multiple overlapping duties (civil vs criminal standards for similar conduct in sections 6-9)","Defined terms rely on external legislation ('the Act', 'participation agreement') not fully reproduced here","Complex indemnity restrictions with multiple exceptions (section 13 has 6 subsections with carve-outs for legal costs)","Assumptions framework in Part 3 creates legal fictions that operate even in cases of fraud"],"plain_english_summary":"This regulation applies corporate governance rules to water utilities in South-East Queensland called 'distributor-retailers' (these are government-owned businesses that distribute water and sewerage services to households and businesses).\n\n**What it does:**\n- **Imports corporate law standards**: It copies key duties from the federal Corporations Act and applies them to board members and senior officers of these water utilities. This includes:\n  - **Duty of care and diligence**: They must act with the care a reasonable person would use (section 5)\n  - **Good faith**: They must act honestly and for proper purposes (section 6)\n  - **No misuse of position**: They can't use their role to benefit themselves or harm the utility (section 7)\n  - **No misuse of information**: They can't use confidential info for personal gain (section 8)\n  - **Criminal penalties**: Serious dishonesty can attract fines up to 20 penalty units (section 9)\n\n- **Protects third parties**: People dealing with these water utilities (like contractors or customers) can assume the board members are properly appointed and authorised, even if there's been a technical problem with their appointment (Part 3).\n\n- **Compensation rights**: If board members breach their duties, the utility, local government, or State can sue them for compensation (Part 4).\n\n- **Restricts insurance**: The utilities can't take out insurance to protect board members against deliberate wrongdoing or criminal conduct (sections 13-14).\n\n**Who it affects:**\n- Board members and senior officers of SEQ water distributor-retailers (like Unitywater, Queensland Urban Utilities, etc.)\n- Local governments that own shares in these utilities\n- Customers and businesses dealing with these utilities\n\n**Why it matters:**\nBefore this regulation, it wasn't clear if federal corporate law applied to these government-owned water businesses. This creates clear accountability standards, protects the public interest in essential water services, and ensures directors can be held personally liable for serious misconduct—similar to private company directors."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The regulation implements the stated purpose in section 2 by importing Corporations Act-style duties and remedies for distributor‑retailer board members and officers, adding indemnity/insurance limits, access rights and enforcement mechanisms, and repealing the 2010 regulation. The text stays within that described scope and does not, on its face, expand obligations beyond those stated purposes."},"complexity_factors":["Extensive cross-references to the Corporations Act standards transplanted into a sector-specific regulation","Dual civil and criminal regimes with differing fault standards (reasonable care, good faith, recklessness, dishonesty)","Broad statutory definition of “officer” capturing de facto decision-makers, expanding who must comply","Restrictions on indemnities and insurer premiums with specific exceptions and timing/appeal rules","Safe‑harbour for reliance on information/advice conditioned on reasonableness and independent assessment","Enforcement pathway via Supreme Court declarations and compensation orders with a 6‑year limitation","Interaction clause preserving other laws and common law duties, producing potential overlap and litigation complexity","Assumption protections for third parties dealing with distributor‑retailers, shifting transactional risk"],"plain_english_summary":"This regulation applies equivalents of certain Corporations Act duties and remedies to boards, officers and employees of South‑East Queensland distributor‑retailers. Mechanically, it imposes civil and criminal obligations (care, good faith, misuse of position/information), restricts indemnities and insurer payments, gives board members access to records, and allows the Supreme Court to declare contraventions and order compensation. It affects distributor‑retailers, their boards and officers, participating local governments and the State because it changes who bears legal risk, compliance costs and insurance exposure."},"summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The regulation stays squarely within its stated purpose: adapting Corporations Act governance standards for SEQ water distributor-retailers and creating a compensation mechanism. No provisions appear to extend beyond this scope. It is a focused technical instrument replacing its 2010 predecessor."},"complexity_factors":["Operates as a specialist overlay regulation that mirrors and adapts Corporations Act provisions for a non-corporate statutory context, requiring cross-referencing between two legislative regimes","Multiple interlocking duties with both civil and criminal dimensions, requiring understanding of when each applies","The 'business judgment rule' defence involves layered conditions and legal standards (good faith, rationality, materiality) drawn from corporate law","Restrictions on indemnities and insurance involve nuanced carve-outs (e.g. legal costs are treated differently from other liabilities)","Enforcement framework involves Supreme Court declarations of contravention that then operate as conclusive evidence in subsequent compensation proceedings — a two-stage legal process","The definition of 'officer' is broad and functional (covering people who significantly affect financial standing), creating uncertainty about who is caught","Multiple intersecting Acts referenced (Corporations Act, Financial Accountability Act, Statutory Bodies Financial Arrangements Act, Water Act, Water Supply Act, and the parent SEQ Water Act)"],"plain_english_summary":"This regulation sets governance rules for South‑East Queensland distributor‑retailers (public water utilities), importing director‑style duties for their boards and senior officers—care, good faith, no misuse of position or inside information—and exposing breaches to civil liability and, for dishonest/reckless conduct, criminal penalties.  \n\nIt also gives a business‑judgment defence, bars entities from indemnifying or insuring wrongdoing, protects third parties dealing in good faith with the utility, and allows the Supreme Court to order remedies (claims must start within six years)."}},"importantCases":[],"_links":{"self":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021","history":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021/history","analysis":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021/analysis","conflicts":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021/conflicts","importantCases":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021/important-cases","documents":"/api/acts/south-east-queensland-water-distribution-and-retail-restructuring-regulation-2021/documents"}}