{"id":"a-1990-53","name":"Territory-owned Corporations Act 1990","slug":"territory-owned-corporations-act-1990","collection":"act","jurisdiction":"act","status":"in_force","isInForce":true,"actNumber":"53 of 1990","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":24444,"registerId":"act-a-1990-53-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Territory-owned Corporations Act 1990","content":"Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAustralian Capital Territory\nTerritory-owned Corporations Act 1990\nA1990-53\nRepublication No 25\nEffective: 6 April 2022\nRepublication date: 6 April 2022\nLast amendment made by A2022-4\n\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAbout this republication\nThe republished law\nThis is a republication of the Territory-owned Corporations Act 1990 (including any amendment\nmade under the Legislation Act 2001, part 11.3 (Editorial changes)) as in force on 6 April 2022.\nIt also includes any commencement, amendment, repeal or expiry affecting this republished law\nto 6 April 2022.\nThe legislation history and amendment history of the republished law are set out in endnotes 3\nand 4.\nKinds of republications\nThe Parliamentary Counsel’s Office prepares 2 kinds of republications of ACT laws (see the ACT\nlegislation register at www.legislation.act.gov.au):\n• authorised republications to which the Legislation Act 2001 applies\n• unauthorised republications.\nThe status of this republication appears on the bottom of each page.\nEditorial changes\nThe Legislation Act 2001, part 11.3 authorises the Parliamentary Counsel to make editorial\namendments and other changes of a formal nature when preparing a law for republication.\nEditorial changes do not change the effect of the law, but have effect as if they had been made by\nan Act commencing on the republication date (see Legislation Act 2001, s 115 and s 117). The\nchanges are made if the Parliamentary Counsel considers they are desirable to bring the law into\nline, or more closely into line, with current legislative drafting practice.\nThis republication includes amendments made under part 11.3 (see endnote 1).\nUncommenced provisions and amendments\nIf a provision of the republished law has not commenced, the symbol U appears immediately\nbefore the provision heading. Any uncommenced amendments that affect this republished law\nare accessible on the ACT legislation register (www.legislation.act.gov.au). For more\ninformation, see the home page for this law on the register.\nModifications\nIf a provision of the republished law is affected by a current modification, the\nsymbol M appears immediately before the provision heading. The text of the modifying\nprovision appears in the endnotes. For the legal status of modifications, see the Legislation\nAct 2001, section 95.\nPenalties\nAt the republication date, the value of a penalty unit for an offence against this law is $160 for an\nindividual and $810 for a corporation (see Legislation Act 2001, s 133).\n\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\ncontents 1\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAustralian Capital Territory\nTerritory-owned Corporations Act 1990\nContents\nPage\nPart 1 Preliminary\n1 Name of Act 2\n2 Dictionary 2\n3 Notes 2\n4 Application of Act 2\nPart 2 Establishment of corporations\n6 Territory-owned corporations 3\n7 Main objectives of corporations 3\n8 Status of territory-owned corporations and subsidiaries 4\n9 Notification to Assembly 5\n10 Legal obligations 5\n\nContents\nPage\ncontents 2 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n11 Constitution 5\n12 Directors 6\n13 Shares in corporations 7\n14 Acquisition of subsidiaries 8\nPart 3 Accountability\n15 Provision of information 10\n16 Acquisition and disposal of subsidiaries and undertakings 10\n16A Obligation to tell shareholders about significant events 12\n17 Directions to corporations 14\n17A Application of government policies 15\n18 Audit 15\n18A Audit committee 15\n19 Preparation of statement of corporate intent 16\n20 Statement of corporate intent 18\n21 Modification of statement 19\n22 Annual report 19\n23 Financial year 22\nPart 4 Borrowing\n24 Borrowing from Territory 23\n25 Borrowing otherwise than from Territory 23\n26 Security 24\n27 Borrowing not otherwise permitted 24\n28 Guarantee by Territory 25\n28A Guarantees by corporation 25\nPart 5 Territory taxes\n29 Territory taxes 26\n31 Borrowing levy 27\nPart 6 Miscellaneous\n32 Profits available for payment of dividends 28\n33 Voting equality 28\n\nContents\nPage\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\ncontents 3\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n33A Benefits retained and preserved 28\n33B Affirmative action 29\n33C Investment of surplus funds 29\n34 Regulation-making power 30\nSchedule 1 Territory-owned corporations 31\nSchedule 2 Provisions to be included in constitution of\nterritory-owned corporation or subsidiary 32\nSchedule 3 Further provisions to be included in\nconstitution of territory-owned corporation or\nsubsidiary 33\nSchedule 4 Modifications in relation to Icon Water Limited 36\nDictionary 37\nEndnotes\n1 About the endnotes 40\n2 Abbreviation key 40\n3 Legislation history 41\n4 Amendment history 46\n5 Earlier republications 51\n\n\n\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 1\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAustralian Capital Territory\nTerritory-owned Corporations Act 1990\nAn Act to provide for the establishment of government enterprises as\nterritory-owned corporations\n\nPart 1 Preliminary\nSection 1\npage 2 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 1 Preliminary\n1 Name of Act\nThis Act is the Territory-owned Corporations Act 1990.\n2 Dictionary\nThe dictionary at the end of this Act is part of this Act.\nNote 1 The dictionary at the end of this Act defines certain terms used in this\nAct, and includes references (signpost definitions) to other terms defined\nelsewhere.\nFor example, the signpost definition ‘directorate—see the Financial\nManagement Act 1996, dictionary.’ means that the term ‘directorate’ is\ndefined in that dictionary and the definition applies to this Act.\nNote 2 A definition in the dictionary (including a signpost definition) applies to\nthe entire Act unless the definition, or another provision of the Act,\nprovides otherwise or the contrary intention otherwise appears (see\nLegislation Act, s 155 and s 156 (1)).\n3 Notes\nA note included in this Act is explanatory and is not part of this Act.\nNote See the Legislation Act, s 127 (1), (4) and (5) for the legal status of notes.\n4 Application of Act\nIn its application to Icon Water Limited, this Act applies subject to\nthe modifications specified in schedule 4.\n\nEstablishment of corporations Part 2\nSection 6\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 3\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 2 Establishment of corporations\n6 Territory-owned corporations\n(1) A company specified in schedule 1 is a territory-owned corporation.\n(2) A regulation may amend schedule 1 to reflect a change in the name\nof a company.\n7 Main objectives of corporations\n(1) The main objectives of a territory-owned corporation or subsidiary\nare—\n(a) to operate at least as efficiently as any comparable business; and\n(b) to maximise the sustainable return to the Territory on its\ninvestment in the corporation or subsidiary in accordance with\nthe performance targets in the latest statement of corporate\nintent of the corporation; and\n(c) to show a sense of social responsibility by having regard to the\ninterests of the community in which it operates, and by trying to\naccommodate or encourage those interests; and\n(d) if its activities affect the environment—to operate in accordance\nwith the object of ecologically sustainable development.\n(2) The main objectives of the company are of equal importance.\n(3) In this section:\necologically sustainable development means the effective integration\nof environmental and economic considerations in decision-making\nprocesses achievable through implementation of the following\nprinciples:\n(a) the precautionary principle;\n(b) the inter-generational equity principle;\n\nPart 2 Establishment of corporations\nSection 8\npage 4 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(c) conservation of biological diversity and ecological integrity;\n(d) improved valuation and pricing of environmental resources.\ninter-generational equity principle means that the present generation\nshould ensure that the health, diversity and productivity of the\nenvironment is maintained or enhanced for the benefit of future\ngenerations.\nprecautionary principle means that, if there is a threat of serious or\nirreversible environmental damage, a lack of full scientific certainty\nshould not be used as a reason for postponing measures to prevent\nenvironmental degradation.\n8 Status of territory-owned corporations and subsidiaries\n(1) A territory-owned corporation or subsidiary is not, only because of\nits status as a territory-owned corporation or subsidiary—\n(a) the Territory; or\n(b) a representative of the Territory; or\n(c) a government entity under the Legislation Act, section 121\n(Binding effect of Acts).\n(2) Accordingly, a territory-owned corporation or subsidiary is not, only\nbecause of its status as a territory-owned corporation or subsidiary—\n(a) entitled to any immunity or privilege of the Territory; or\n(b) exempt from a tax, duty, fee or charge payable under an Act.\n(3) Also, the Territory is liable for the debts and other liabilities of a\nterritory-owned corporation or subsidiary only if—\n(a) this or another Act provides that the Territory is liable; or\n(b) the Territory agrees to be liable.\n(4) This section has effect despite the Legislation Act, section 121.\n\nEstablishment of corporations Part 2\nSection 9\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 5\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n9 Notification to Assembly\n(1) If a company becomes a territory-owned corporation or a subsidiary,\nthe Portfolio Minister must, within 15 sitting days of the occurrence,\npresent to the Legislative Assembly—\n(a) a statement setting out—\n(i) the names of the shareholders; and\n(ii) a description of the principal activities to be carried out by\nthe company; and\n(b) a copy of the constitution of the company.\n(2) If there is a change in a matter specified in the statement or in the\nconstitution, the Minister must, within 15 sitting days of the change,\npresent to the Legislative Assembly a further statement setting out—\n(a) for a change in a matter mentioned in subsection (1) (a)—details\nof the change; and\n(b) for a change in the constitution—a summary of the change.\n10 Legal obligations\nThe obligations imposed by this Act on a company or the directors or\nshareholders of a company are additional to the obligations that are\nimposed on them by any other law or the constitution of the company.\n11 Constitution\n(1) The voting shareholders of a territory-owned corporation must ensure\nthat the constitution of the corporation or any subsidiary always\ncontains provisions to the effect of those required by schedule 2 and\nschedule 3.\n(2) If the constitution of a company that becomes a territory-owned\ncorporation or subsidiary does not comply with schedule 2 or\nschedule 3, the voting shareholders must ensure that compliance is\nachieved as soon as possible.\n\nPart 2 Establishment of corporations\nSection 12\npage 6 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(3) The Legislative Assembly may approve a provision in the\nconstitution of a territory-owned corporation or subsidiary that is\ninconsistent with this Act.\n(4) A provision in the constitution of a territory-owned corporation or\nsubsidiary that—\n(a) is inconsistent with this Act; and\n(b) has not been approved by the Legislative Assembly;\nis of no effect to the extent of the inconsistency.\n12 Directors\n(1) Subject to this section, a person is not eligible to be appointed as\ndirector of a territory-owned corporation or a subsidiary unless, in the\nopinion of the voting shareholders, the person has the expertise or\nskills necessary to assist the corporation to achieve its principal\nobjective.\n(2) Subject to subsection (3), the voting shareholders must not—\n(a) appoint a director of a territory-owned corporation; or\n(b) consent to the appointment of a director of a subsidiary;\nunless, before so doing, they have—\n(c) consulted with the relevant Assembly committee; and\n(d) considered any recommendation made by the committee within\n30 days after the consultation.\n(3) If, for any reason, the number of directors of a territory-owned\ncorporation or a subsidiary falls below—\n(a) if the constitution of the corporation or subsidiary provides or\nprovide for the minimum number of directors—that number; or\n\nEstablishment of corporations Part 2\nSection 13\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 7\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(b) in any other case—the minimum number of directors required\nunder the Corporations Act;\nthe voting shareholders are not required to comply with\nsubsection (2) in relation to an appointment that, when made, will\nraise the number of directors to the number mentioned in\nparagraph (a) or (b), as the case requires.\n(4) In this section:\nrelevant Assembly committee means a standing committee of the\nLegislative Assembly nominated, in writing, by the Speaker for\nsubsection (2) (c).\n13 Shares in corporations\n(1) The Chief Minister may, in writing, authorise a person to participate\nin the formation of a company that it is intended will become a\nterritory-owned corporation or a subsidiary.\n(2) The Chief Minister may, in writing, authorise a person to hold, on\nbehalf of the Territory, a voting share in a company that is, or it is\nintended will become, a territory-owned corporation.\n(3) The Treasurer may, in writing, authorise a person to hold, on behalf\nof the Territory, a non-voting share in a company that is, or it is\nintended will become, a territory-owned corporation.\n(4) A person is eligible to hold a share or a right relating to a share in a\nterritory-owned corporation only if—\n(a) for a voting share—the person is a Minister and has been\nauthorised under subsection (2); or\n(b) for a non-voting share—\n(i) the person has been authorised under subsection (3); or\n(ii) the person is a territory-owned corporation; or\n(c) the person is eligible under subsection (9).\n\nPart 2 Establishment of corporations\nSection 14\npage 8 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(5) Subject to subsection (9), a person who holds a share or a right\nrelating to a share in a territory-owned corporation holds the share or\nright on trust for the Territory.\n(6) The Chief Minister may, in writing, direct a person who holds a\nvoting share or a right relating to a voting share on trust for the\nTerritory to transfer it to another person named in the instrument.\n(7) The Treasurer may, in writing, direct a person who holds a\nnon-voting share or a right relating to a non-voting share on trust for\nthe Territory to transfer it to a person (including the corporation that\nhas issued the share or right) named in the instrument.\n(8) A direction under subsection (6) or (7) is effective only if—\n(a) the proposed transferee is eligible under subsection (4) (a) or (b)\nto hold the share or right; or\n(b) the Legislative Assembly has, by resolution, approved the\ndirection.\n(9) If the Legislative Assembly approves a direction under\nsubsection (8) (b), a person to whom a share or right is transferred\nunder to the direction—\n(a) is eligible to hold the share or right; but\n(b) subsection (5) does not apply to the person in relation to the\nshare or right so transferred.\n(10) A person who holds a share or right on trust for the Territory may not\ntransfer it otherwise than under a direction under this section.\n14 Acquisition of subsidiaries\n(1) A territory-owned corporation or a subsidiary must not enter into a\nspecified transaction if, as a result of the transaction, a company\nwould or could become a partially owned subsidiary of the\nterritory-owned corporation or subsidiary.\n\nEstablishment of corporations Part 2\nSection 14\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 9\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) In this section:\npartially owned subsidiary means a company that—\n(a) is a subsidiary, within the meaning of the Corporations Act, of a\nterritory-owned corporation or subsidiary; and\n(b) not all of the issued share capital of which is held by or on behalf\nof the corporation or subsidiary.\nspecified transaction means—\n(a) the participation, whether direct or indirect, in the formation of\na company; or\n(b) the acquisition of shares in a company; or\n(c) an agreement to underwrite the issue of shares in a company or\nproposed company; or\n(d) the lending of money on the security of shares in a company.\n\nPart 3 Accountability\nSection 15\npage 10 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 3 Accountability\n15 Provision of information\n(1) A territory-owned corporation or subsidiary must, if asked in writing\nby the voting shareholders, prepare and give to the voting\nshareholders periodical financial statements, performance reports and\nany other information about the corporation or subsidiary asked for.\n(2) The request may state the format and contents of the information\nasked for, and the period for which it is to be prepared and given.\n(3) A territory-owned corporation or subsidiary must comply with the\nrequest within 1 month after the day it receives the request, unless the\nvoting shareholders extend the time for compliance.\n16 Acquisition and disposal of subsidiaries and\nundertakings\n(1) A territory-owned corporation or a subsidiary must not, without the\nprior written consent of the voting shareholders—\n(a) dispose of any of its main undertakings; or\n(b) acquire an undertaking that could reasonably be expected to\nbecome a main undertaking; or\n(c) participate, directly or indirectly, in the formation of a company\nthat, on incorporation, will be a subsidiary; or\n(d) enter into a transaction, contract or understanding under which\na company becomes or ceases to be a subsidiary; or\n(e) enter into, or make a significant change to the nature or extent\nof its interest in, a partnership, trust or unincorporated joint\nventure or similar arrangement; or\n(f) acquire, dispose of, mortgage, or give security over, a significant\nasset, or give a charge over the whole or a significant part of its\nundertaking or assets.\n\nAccountability Part 3\nSection 16\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 11\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) A consent may be given subject to a condition and, if it is so given,\nthe territory-owned corporation or subsidiary must not carry out the\nactivity that the consent refers to until the condition is satisfied.\n(3) If a consent has been given in relation to a matter specified in\nsubsection (1) (a), (b), (c), (d) or (e), the Portfolio Minister must\npresent to the Legislative Assembly within 15 sitting days of the\ngiving of the consent a statement setting out details of the matter\nconsented to.\n(4) A territory-owned corporation or a subsidiary must not—\n(a) dispose of any of its main undertakings; or\n(b) enter into a transaction, contract or understanding under which\na company ceases to be a subsidiary;\nunless the Legislative Assembly, by resolution, has approved the\ndisposal, or the transaction, contract or understanding.\n(5) For this section an undertaking of a territory-owned corporation or\nsubsidiary is a main undertaking for the corporation or subsidiary\nif—\n(a) it is a main undertaking when interpreted in accordance with the\naccounting standards relating to materiality practised in\nAustralia at the time the decision about whether it is a main\nundertaking is made; or\n(b) a document published by the corporation or subsidiary identifies\nit as a main undertaking (however described); or\n(c) a memorandum of understanding between the corporation or\nsubsidiary and the voting shareholders identifies it as a main\nundertaking (however described); or\n(d) it is declared by regulation to be a main undertaking.\n\nPart 3 Accountability\nSection 16A\npage 12 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(6) For this section, an asset, a part of the undertakings or assets, or a\nchange to the nature or extent of an interest of a territory-owned\ncorporation or subsidiary is significant for the corporation or\nsubsidiary if—\n(a) it is significant when interpreted in accordance with the\naccounting standards relating to materiality practised in\nAustralia at the time the decision about whether it is significant\nis made; or\n(b) a document published by the corporation or subsidiary identifies\nit as significant (however described); or\n(c) a memorandum of understanding between the corporation or\nsubsidiary and the voting shareholders identifies it as significant\n(however described); or\n(d) it is declared by regulation to be significant.\n16A Obligation to tell shareholders about significant events\n(1) This section applies if the directors of a territory-owned corporation\nor subsidiary become aware of any significant event that affects, or\nseems likely to affect—\n(a) the value of the corporation or subsidiary; or\n(b) a significant part of the assets of the corporation or subsidiary;\nor\n(c) the performance of the corporation or subsidiary as a whole; or\n\nAccountability Part 3\nSection 16A\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 13\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(d) the carrying out of a significant activity of the corporation or\nsubsidiary.\nExamples of significant events\n1 new ventures\n2 significant changes to existing activities\nExample of significant activities\nactivities involving significant risk or likely to attract adverse publicity\n(2) The directors of the corporation or subsidiary must, as soon as\npracticable after becoming aware of the event, tell the voting\nshareholders about the event.\n(3) For this section, an event is significant for the territory-owned\ncorporation or subsidiary if—\n(a) it is significant when interpreted in accordance with the\naccounting standards relating to materiality ordinarily used in\nAustralia at the time the decision about whether it is significant\nis made; or\n(b) a document published by the corporation or subsidiary identifies\nit as significant (however described); or\n(c) a memorandum of understanding between the corporation or\nsubsidiary and the voting shareholders identifies it as significant\n(however described); or\n(c) it is declared by regulation to be significant.\n(4) In this section:\nevent includes an activity.\n\nPart 3 Accountability\nSection 17\npage 14 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n17 Directions to corporations\n(1) If—\n(a) the voting shareholders of a territory-owned corporation request\nit or a subsidiary to perform, cease to perform or refrain from\nperforming an activity or to perform an activity in a way that is\ndifferent from the way in which the directors intend to perform\nthe activity; and\n(b) the directors of the company advise the voting shareholders that\ncompliance with their request would not be in the best\ncommercial interest of the company;\nthe voting shareholders may, by written direction, require the\ncompany to comply with the request.\n(2) The company must comply with a lawful direction.\n(3) The directors of a company are not taken to be in breach of any duty\nunder a law or the constitution of the company only because of their\ncompliance with a lawful direction.\n(4) The Portfolio Minister must present to the Legislative Assembly—\n(a) a copy of a direction; and\n(b) a statement setting out the estimated net reasonable expense of\ncomplying with it;\nwithin 15 sitting days of the issue of the direction.\n(5) The Territory must reimburse the company for the net reasonable\nexpense of complying with a direction.\n(6) In this section a reference to net reasonable expense is a reference to\nthe difference between—\n(a) the reasonable expense of complying with the direction; and\n\nAccountability Part 3\nSection 17A\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 15\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(b) the expense (if any) that the company would have incurred in\nrelation to the activity that is the subject of the direction, if the\ndirection had not issued.\n(7) An amount is not payable under subsection (5) unless it is agreed to\nby the Treasurer and the company or, failing agreement, is decided\nby the Chief Minister.\n17A Application of government policies\n(1) After consulting with the directors of a territory-owned corporation\nor subsidiary, the voting shareholders may tell the corporation or\nsubsidiary the general government policies (the applicable policies)\nthat are to apply to the corporation or subsidiary.\n(2) The directors of the territory-owned corporation or subsidiary must\nensure that the applicable policies are, as far as practicable, complied\nwith by the corporation or subsidiary.\n(3) A notice under subsection (1) is a notifiable instrument.\nNote A notifiable instrument must be notified under the Legislation Act.\n18 Audit\n(1) A territory-owned corporation or a subsidiary, or the directors of such\na corporation or of a subsidiary, must not appoint a person other than\nthe auditor-general as auditor of the company.\n(2) A company that has appointed the auditor-general as its auditor must\npay the auditor-general’s reasonable fees and expenses.\n(3) In default of agreement the reasonable fees and expenses of the\nauditor-general are to be decided by the Treasurer.\n18A Audit committee\n(1) The directors of a territory-owned corporation must establish an audit\ncommittee.\n\nPart 3 Accountability\nSection 19\npage 16 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) An executive director or senior manager of the corporation must not\nbe a member of the audit committee.\n(3) The audit committee has the following functions:\n(a) helping the corporation and its directors comply with relevant\nlegislation;\n(b) providing a forum for communication between the directors and\nsenior managers of the corporation and the auditor-general;\n(c) oversighting risk management;\n(d) reviewing accounting and reporting structures;\n(e) monitoring internal controls and performance;\n(f) undertaking reviews or investigations at the request of the\ndirectors.\n(4) In this section:\nsenior manager, of a territory-owned corporation, means a person\n(other than a director of the corporation) who—\n(a) makes, or takes part in making, decisions that affect all, or a\nlarge part, of the corporation’s business; or\n(b) may significantly affect the corporation’s financial standing.\n19 Preparation of statement of corporate intent\n(1) The directors of a territory-owned corporation must submit to the\nvoting shareholders a draft statement of corporate intent in relation to\nthe corporation or, if the corporation has a subsidiary, in relation to\nthe group, within 3 months after the corporation becomes a territory-\nowned corporation and at subsequent intervals not exceeding 12\nmonths specified by the Treasurer in writing.\n\nAccountability Part 3\nSection 19\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 17\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) The directors must—\n(a) consider any comments made within 1 month of the submission\nof the draft statement by the voting shareholders; and\n(b) consult with the voting shareholders on any of the comments\nthat the directors do not agree with, with a view to reaching\nagreement; and\n(c) make the changes to the draft statement that are necessary to\ngive effect to the comments agreed to and any agreement under\nparagraph (b); and\n(d) give a statement of corporate intent to the voting shareholders\nwithin 2 months after the delivery of the draft.\n(3) The Portfolio Minister must present a statement of corporate intent to\nthe Legislative Assembly within 15 sitting days after receiving it.\n(4) Before presenting a statement to the Legislative Assembly the\nPortfolio Minister may delete from the statement any part dealing\nwith commercially sensitive information but, if the Portfolio Minister\ndoes so, he or she must present to the Legislative Assembly, at the\nsame time as he or she presents the statement, a further statement\nsetting out the general nature of the material deleted and the reason\nfor the deletion.\n(5) Except for the purpose of giving effect to an Act, a person must not,\nbefore a statement is presented to the Legislative Assembly, publish\nor disclose information or material that is contained in the statement\nor in a draft of a proposed statement.\n\nPart 3 Accountability\nSection 20\npage 18 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n20 Statement of corporate intent\n(1) A statement of corporate intent must, in relation to the\nterritory-owned corporation or the group of companies comprising a\nterritory-owned corporation and any subsidiaries, contain the\nfollowing in relation to the financial year it relates to and each of the\n2 next following financial years:\n(a) the commercial objectives of the corporation or group;\n(b) a description of the main undertakings of the corporation or\ngroup;\n(c) a description of the nature and scope of the activities to be\nundertaken;\n(d) business and corporate strategies;\n(e) the targets and performance measurements by which the\nperformance of the corporation or group may be judged in\nrelation to its stated objectives;\n(f) any other information that the voting shareholders may have\nrequested in writing the directors of the territory-owned\ncorporation to include in the statement.\n(2) A statement of corporate intent must relate to—\n(a) for the first statement of a territory-owned corporation—the\nfinancial year that ends on 30 June next following the day when\nthe company becomes a territory-owned corporation; and\n(b) in any other case—the financial year during which the statement\nis to be given to the voting shareholders.\n\nAccountability Part 3\nSection 21\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 19\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n21 Modification of statement\n(1) The directors may, with the agreement of the voting shareholders,\nmodify a statement of corporate intent.\n(2) A modification must not be made unless written details of the\nproposed modification are given to the voting shareholders and they\nagree to the proposed modification.\n(3) Section 19 (2) and (5) apply in relation to a proposed modification as\nif it were a draft statement.\n(4) Section 19 (3), (4) and (5) apply in relation to a modification as if it\nwere a statement.\n(5) A modification presented to the Legislative Assembly is incorporated\nwith the statement that it modifies.\n22 Annual report\n(1) The directors of a territory-owned corporation must give the voting\nshareholders within the prescribed period after the end of each\nfinancial year of the corporation an annual report in accordance with\nthis section on the operations of the corporation or, if the corporation\nhas subsidiaries, the group in the financial year.\n(2) The report must comprise—\n(a) a report on the operations of the corporation or group; and\n(b) any other information that has been requested by the voting\nshareholders to make an informed assessment on the operations;\nand\n(c) the accounts, reports and financial statements that, under a law\nof the Commonwealth relating to corporations, are required to\nbe made out in relation to the corporation and, for a group, each\nsubsidiary and the group as a whole; and\n\nPart 3 Accountability\nSection 22\npage 20 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(d) a copy of the auditor-general’s report on the accounts, reports\nand financial statements mentioned in paragraph (c), stating—\n(i) whether they give a true and fair view of the profit or loss\nand state of affairs; and\n(ii) whether they comply with applicable accounting\nstandards; and\n(e) an assessment of the performance of the corporation or group in\nrelation to its objectives that includes, but is not limited to, an\nassessment of the performance in relation to the targets and\nperformance measurements set out in the relevant statement of\ncorporate intent; and\n(f) particulars of the way in which the corporation or group has\ncomplied with any directions under section 17 (whether given\nduring the financial year or earlier) and of the cost of\ncompliance; and\n(g) details of the amount and kind of remuneration paid to—\n(i) each director of the corporation or group for the financial\nyear; and\n(ii) either—\n(A) if the corporation or group has more than 5 senior\nmanagers—each of the 5 senior managers who\nreceive the highest remuneration of the corporation or\ngroup for the financial year; or\n(B) if the corporation or group has 5 or less senior\nmanagers—each of the senior managers of the\ncorporation or group for the financial year.\n(3) For subsection (2) (g), details of the amount and kind of remuneration\npaid must be given in accordance with applicable accounting\nstandards.\n\nAccountability Part 3\nSection 22\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 21\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(4) If a report, information or material required by this section is also\nrequired to be produced under a law of the Commonwealth dealing\nwith the regulation of companies, it may be produced for this section\nin the way required by that law.\n(5) The Portfolio Minister must present a report under this section for a\nfinancial year to the Legislative Assembly within the prescribed\nperiod after the end of the financial year, but after the report is given\nto the voting shareholders under subsection (1).\n(6) In this section:\ngroup, in relation to a territory-owned corporation, means the\ncorporation and any subsidiary for this section.\nprescribed period, for an annual report of a territory-owned\ncorporation under this section for a financial year, means the period\nending—\n(a) at the end of the day (or latest day) that the corporation’s report\nfor the year under the Annual Reports (Government Agencies)\nAct 2004 (the Annual Reports Act report) must be presented to\nthe Legislative Assembly; or\n(b) if the corporation’s Annual Reports Act report for the year must\nbe given to the Speaker—at the end of the day (or latest day)\nthat the report must be given to the Speaker.\nsenior manager, of a territory-owned corporation or group, means a\nperson (other than a director of the corporation or group) who—\n(a) makes, or takes part in making, decisions that affect all, or a\nlarge part, of the business of the corporation or group; or\n(b) may significantly affect the financial standing of the corporation\nor group.\nsubsidiary, in relation to a territory-owned corporation, means a body\ncorporate that, under the Corporations Act, is a subsidiary of the\ncorporation.\n\nPart 3 Accountability\nSection 23\npage 22 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n23 Financial year\nA territory-owned corporation or a subsidiary must not, without the\nconsent of the voting shareholders, adopt or have a financial year\nother than a period of 12 months beginning on 1 July.\n\nBorrowing Part 4\nSection 24\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 23\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 4 Borrowing\n24 Borrowing from Territory\nThe Treasurer may, on behalf of the Territory, lend money to a\nterritory-owned corporation or a subsidiary on the terms and\nconditions that the Treasurer, by instrument, determines.\n25 Borrowing otherwise than from Territory\n(1) A territory-owned corporation or subsidiary may, within borrowing\nlimits approved in writing by the Treasurer in relation to a financial\nyear—\n(a) borrow money, otherwise than from the Territory; or\n(b) raise money, otherwise than by borrowing;\nthat is from time to time necessary for the exercise of its functions.\nNote The Treasurer may approve limits for more than 1 financial year in a\nsingle approval (see Legislation Act, s 49 (Single instrument may\nexercise several powers or satisfy several requirements)).\n(2) Without limiting subsection (1), the corporation or subsidiary may,\nunder that subsection, borrow money, or raise money otherwise than\nby borrowing, by dealing in securities.\n(3) A borrowing of money, or a raising of money otherwise than by\nborrowing, may be made, in whole or in part, in a currency other than\nAustralian currency.\n(4) For this section—\n(a) the issue by a corporation or subsidiary of an instrument\nacknowledging a debt in consideration of—\n(i) the payment or deposit of money; or\n\nPart 4 Borrowing\nSection 26\npage 24 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(ii) the provision of credit;\notherwise than in relation to a transaction that is in the ordinary\ncourse of the day-to-day operations of the corporation or\nsubsidiary, is taken to be a raising, otherwise than by borrowing,\nof the amount of money equal to the amount of the money paid\nor deposited or the value of the credit provided; and\n(b) the obtaining of credit by the corporation or subsidiary,\notherwise than in relation to a transaction that is in the ordinary\ncourse of the day-to-day operations of the corporation or\nsubsidiary, is taken to be a raising, otherwise than by borrowing,\nof an amount of money equal to the value of the credit so\nobtained.\n(5) The Treasurer must not delegate the Treasurer’s function under\nsubsection (1).\n26 Security\nA corporation or subsidiary may give security over the whole or any\npart of its assets for—\n(a) the repayment of money borrowed under section 24 or\nsection 25 (1) (a) and the payment of interest on money so\nborrowed; or\n(b) the payment of money (including any interest) that the\ncorporation or subsidiary is liable to pay in relation to money\nraised under section 25.\n27 Borrowing not otherwise permitted\n(1) A territory-owned corporation or subsidiary must not borrow, or raise\nmoney otherwise than by borrowing, except in accordance with this\npart.\n(2) A contract is not illegal, void or unenforceable only because this part\nhas not been complied with.\n\nBorrowing Part 4\nSection 28\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 25\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n28 Guarantee by Territory\nThe Territory may guarantee, in the way and on the conditions that\nthe Treasurer considers appropriate—\n(a) the repayment of the principal of, and the payment of interest\non, any sum that a territory-owned corporation or subsidiary\nborrows; and\n(b) the performance by a territory-owned corporation or a\nsubsidiary of a function or of an obligation under a contract.\n28A Guarantees by corporation\n(1) A territory-owned corporation or subsidiary must not give a guarantee\nfor the payment of money or the performance of an obligation without\nthe Treasurer’s prior written approval.\n(2) An approval may be subject to conditions stated in the approval.\n\nPart 5 Territory taxes\nSection 29\npage 26 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 5 Territory taxes\n29 Territory taxes\n(1) Tax is not payable by a territory-owned corporation or a subsidiary in\nrelation to—\n(a) an exempt activity; or\n(b) an instrument or document prepared, made, executed or lodged\nto give effect to, or in connection with, an exempt activity; or\n(c) a transaction entered into for the purpose of an exempt activity.\n(2) If an activity, instrument, document or transaction is within a\nparagraph of subsection (1), the Treasurer must certify in writing that\nthe activity, instrument, document or transaction is one to which\nsubsection (1) applies.\n(3) A certificate under this section is evidence of the matters stated in the\ncertificate.\n(4) This section does not apply to a territory-owned corporation\nprescribed for the Taxation (Government Business Enterprises) Act\n2003, section 9 or to a subsidiary of such a corporation.\n(5) In this section:\nexempt activity means—\n(a) the incorporation of a relevant company; or\n(b) the acquisition of shares in a relevant company; or\n(c) the issue or transfer of shares in a relevant company; or\n(d) the transfer of assets from the Territory or a territory authority\nto a relevant company; or\n(e) the assumption of responsibility by a relevant company for a\nliability of the Territory or a territory authority; or\n\nTerritory taxes Part 5\nSection 31\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 27\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(f) an activity or thing necessary to give effect to, or incidental to,\nanother exempt activity.\nrelevant company means—\n(a) a territory-owned corporation; or\n(b) a subsidiary; or\n(c) a company that the Portfolio Minister certifies in writing that it\nis intended will become a territory-owned corporation or\nsubsidiary.\ntax includes a duty, fee, levy or charge payable under an Act.\n31 Borrowing levy\n(1) A territory-owned corporation or subsidiary that borrows money,\nwhether from the Territory or otherwise, must pay to the Territory the\namount, or an amount calculated in the way, that the Treasurer\ndetermines in writing.\n(2) An amount payable under this section must be paid in the way, or by\nthe instalments, that the Treasurer determines in writing.\n(3) A determination under this section may be made in relation to a\nborrowing contract or to a class of borrowing contracts.\n\nPart 6 Miscellaneous\nSection 32\npage 28 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nPart 6 Miscellaneous\n32 Profits available for payment of dividends\n(1) A territory-owned corporation or subsidiary must pay a dividend only\nout of profits lawfully available for the purpose.\n(2) For the purpose of calculating the profits that, in relation to a financial\nyear, are available for the payment of a dividend, the directors must\ndeduct from the profits of the company for that year any amount that,\nunder another Act, is payable out of those profits.\n33 Voting equality\nA territory-owned corporation must not issue shares to a voting\nshareholder if the issue would result in a voting shareholder being\nable to cast a greater number of votes at a meeting than another voting\nshareholder.\n33A Benefits retained and preserved\n(1) This section applies to a person employed by, or engaged as a member\nof the staff of, a territory-owned corporation established on or after 1\nJanuary 1992 who, immediately before being employed or engaged\nby the corporation, was appointed or employed under the Public\nService Act 1999 (Cwlth) or the Public Sector Management Act 1994.\n(2) A person to whom this section applies retains the benefits (if any) in\nrelation to—\n(a) long service leave; and\n(b) maternity leave; and\n(c) parental leave; and\n(d) recreation leave; and\n\nMiscellaneous Part 6\nSection 33B\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 29\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(e) leave of absence on account of illness;\nthat had accrued to that person immediately before being employed\nor engaged by the relevant territory-owned corporation.\n(3) A person to whom this section applies is, on or after 1 January 1992,\nentitled to the benefits in relation to the matters mentioned in\nsubsection (2) (a) to (e) that are no less favourable to that person than\nthe benefits to which that person would have been entitled from time\nto time in relation to those matters if the person had continued to be\nappointed or employed under the Act under which the person was\nappointed or employed immediately before being employed by, or\nengaged as a member of the staff of, the territory-owned corporation.\n33B Affirmative action\n(1) The provisions of the Workplace Gender Equality Act 2012 (Cwlth)\napply, by force of this section, to a territory-owned corporation or a\nsubsidiary, as if the corporation or the subsidiary were not an\nauthority within the meaning of that Act.\n(2) The provisions mentioned in subsection (1) apply with the\nmodifications (if any) that are prescribed.\n33C Investment of surplus funds\n(1) A territory-owned corporation or subsidiary may invest any money\nthat is not immediately needed for the purposes of the corporation or\nsubsidiary—\n(a) on deposit with an authorised deposit-taking institution; or\n(b) in securities of the Territory, the Commonwealth or a State; or\n(c) by the Treasurer, for the territory-owned corporation, in an\ninvestment mentioned in the Financial Management Act 1996,\nsection 38 (1) (a) to (e); or\n(d) in any other investment approved by the directors of the\ncorporation or subsidiary.\n\nPart 6 Miscellaneous\nSection 34\npage 30 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(2) Transfers of money for investment, including transfers between the\nterritory banking account and the banking account of the\nterritory-owned corporation or subsidiary to facilitate investment,\nmay be made without appropriation.\n(3) Interest received from the investment of money under this section\nmust be paid to the banking account of the territory-owned\ncorporation or subsidiary.\n(4) However, if the investment is made or managed for the\nterritory-owned corporation or subsidiary by a directorate, the\ndirectorate may deduct from interest received by the directorate for\nthe investment—\n(a) a fee for making or managing the investment; and\n(b) expenses reasonably incurred by the directorate in making or\nmanaging the investment.\n(5) Interest that is to be paid to the territory-owned corporation or\nsubsidiary may be paid direct to the corporation or subsidiary or\nthrough the territory banking account.\n(6) If interest to be paid to the territory-owned corporation or subsidiary\nis paid into the territory banking account, it may be transferred to the\ncorporation or subsidiary without appropriation.\n(7) This section does not apply to money held on trust by the\nterritory-owned corporation or subsidiary.\n34 Regulation-making power\nThe Executive may make regulations for this Act.\nNote A regulation must be notified, and presented to the Legislative Assembly,\nunder the Legislation Act.\n\nTerritory-owned corporations Schedule 1\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 31\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSchedule 1 Territory-owned corporations\n(see s 6)\n1 Icon Water Limited\n\nSchedule 2 Provisions to be included in constitution of territory-owned corporation or\nsubsidiary\npage 32 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSchedule 2 Provisions to be included in\nconstitution of territory-owned\ncorporation or subsidiary\n(see s 11)\nProvisions to the effect of the following provisions are to be included in the\nconstitution of a company that is a territory-owned corporation or a subsidiary:\n1 The constitution may not be altered in a way that is inconsistent with\nthe provisions of this schedule unless and until a resolution approving\nthe alteration or addition has been passed by the Legislative\nAssembly.\n2 The provisions of the Territory-owned Corporations Act 1990 prevail\nover any inconsistent provisions of the constitution that have not been\napproved by the Legislative Assembly.\n3 The constitution must state the objects of the company.\n\nFurther provisions to be included in constitution of territory-owned\ncorporation or subsidiary\nSchedule 3\nPart 3.1\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 33\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSchedule 3 Further provisions to be\nincluded in constitution of\nterritory-owned corporation or\nsubsidiary\n(see s 11)\nPart 3.1\nProvisions to the effect of the following provisions are to be included in the\nconstitution of a company that is a territory-owned corporation or a subsidiary:\n1 A shareholder who is a Minister ceases to be eligible to hold shares\nin the company on ceasing to be a Minister, and may afterwards\nexercise no right as a shareholder (except to transfer his or her shares\nas directed by the Chief Minister).\n3 All decisions relating to the operation of a company are to be made\nby or under the authority of the directors in accordance with the\nstatement of corporate intent of the company or, if the company is a\nsubsidiary, of the territory-owned corporation that is the ultimate\nholding company.\n4 The company, its directors and its voting shareholders must comply\nwith the Territory-owned Corporations Act 1990.\n5 If—\n(a) an appointment mentioned in the Territory-owned Corporations\nAct 1990, section 12 (3) is made; and\n(b) the voting shareholders have not complied with the\nTerritory-owned Corporations Act 1990, section 12 (2);\nthe director appointed holds office—\n(c) until the expiry of a period of 90 days from the day of\nappointment; or\n\nSchedule 3 Further provisions to be included in constitution of territory-owned\ncorporation or subsidiary\nPart 3.2\npage 34 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n(d) until the director ceases to hold office for any other reason;\nwhichever first occurs.\n6 The directors must declare the dividend that is agreed to between\nthem and the voting shareholders or, failing agreement, as the voting\nshareholders direct in writing.\n7 The company must ensure that the constitutions of its subsidiaries at\nall times contain provisions to the effect of those required by this\nschedule.\n8 The company must, to the maximum extent practicable, ensure that\nevery subsidiary complies with the constitution of the subsidiary and\nwith the requirements of the Territory-owned Corporations Act 1990.\nPart 3.2\nProvisions to the effect of the following provisions are to be included in the\nconstitution of a company that is a territory-owned corporation:\n1 The issued capital of a company must consist of 2 shares that entitle\nthe holders to vote at a general meeting and the other shares that the\ncompany may issue.\n2 The company may issue a non-voting share or a right relating to a\nnon-voting share only if the Treasurer has agreed in writing to the\nissue.\n3 Only a Minister may hold a voting share in the capital of the company.\n4 The directors of the company are to be appointed by the voting\nshareholders.\n5 Only the voting shareholders may vote at a general meeting of the\ncompany.\n6 The quorum at a general meeting consists of 2 voting shareholders\npresent in person or by proxy.\n\nFurther provisions to be included in constitution of territory-owned\ncorporation or subsidiary\nSchedule 3\nPart 3.3\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 35\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n7 The company must register a transfer of a voting share or a right\nrelating to a voting share that is signed by the Chief Minister on behalf\nof the transferor and is accompanied by a declaration by the Chief\nMinister that the signature of the holder of the share or right cannot\nreadily be obtained.\n8 The company must register a transfer of a non-voting share or a right\nrelating to a non-voting share that is signed by the Treasurer on behalf\nof the transferor and is accompanied by a declaration by the Treasurer\nthat the signature of the holder of the share or right cannot readily be\nobtained.\n9 The company may only register a transfer of a share or a right if the\ntransfer has been made under a direction under the Territory-owned\nCorporations Act 1990, section 13 or under a provision required to be\nincluded in the constitution of the company by clause 7 or clause 8.\nPart 3.3\nProvisions to the effect of the following provisions are to be included in the\nconstitution of a company that is a subsidiary:\n1 A person must not be appointed as director unless the voting\nshareholders consent to the appointment.\n2 Shares in the company may not be issued or transferred unless the\nvoting shareholders have consented in writing.\n\nSchedule 4 Modifications in relation to Icon Water Limited\npage 36 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nSchedule 4 Modifications in relation to\nIcon Water Limited\n(see s 4)\n1 Meaning of company\nIn this schedule:\ncompany means Icon Water Limited.\n3 Operation of s 14\nSection 14 (1)\nsubstitute\n(1) Subject to subsection (1A), a territory-owned corporation or a\nsubsidiary must not enter into a specified transaction if, as a result of\nthe transaction, a company would or could become a partially owned\nsubsidiary of the territory-owned corporation or subsidiary.\n(1A) Subsection (1) does not apply to the company.\n4 Operation of s 16\nSection 16\ninsert\n(7) In this section:\nsubsidiary, in relation to a territory-owned corporation, means a body\ncorporate that under the Corporations Act is a subsidiary of the\ncorporation.\n\nDictionary\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 37\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nDictionary\n(see s 2)\nNote 1 The Legislation Act contains definitions and other provisions relevant to\nthis Act.\nNote 2 For example, the Legislation Act, dict, pt 1, defines the following terms:\n• Chief Minister\n• Corporations Act\n• financial year\n• function\n• Legislation Act\n• Legislative Assembly\n• liability\n• the Territory\n• Treasurer\n• under.\nborrowing, in relation to a territory-owned corporation or\nsubsidiary—\n(a) includes raising money or obtaining credit, whether by entering\ninto a financing lease, dealing with securities or otherwise; but\n(b) does not include obtaining credit in a transaction forming part of\nthe day-to-day operations of the corporation or subsidiary.\nExample\nIf a territory-owned corporation or subsidiary obtains credit by entering into a\nfinancing lease as part of its day-to-day operations, the transaction is not borrowing.\ncompany means a body corporate limited by shares that is a company\nfor the Corporations Act.\ndirectorate—see the Financial Management Act 1996, dictionary.\n\nDictionary\npage 38 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nfinancing lease means a lease under which, in effect, the lessor\ntransfers to the lessee substantially all the risks and benefits incident\nto ownership of the leased asset (whether or not ownership is, or is to\nbe, transferred).\ngroup means a territory-owned corporation and any subsidiary.\nnon-voting share means a share in a territory-owned corporation that\nis not a voting share.\nPortfolio Minister, in relation to a territory-owned corporation,\nmeans the Minister who has administrative responsibility in relation\nto the corporation.\nsecurities, includes stocks, debentures, debenture stocks, notes,\nbonds, promissory notes, bills of exchange and similar instruments or\ndocuments.\nstatement of corporate intent means a statement prepared in\naccordance with section 20.\nsubsidiary means a corporation—\n(a) that under the Corporations Act is a subsidiary of a\nterritory-owned corporation; and\n(b) all of the issued share capital of which is held by or on behalf of\nthe territory-owned corporation.\nterritory-owned corporation means a company mentioned in\nsection 6 (1).\nvoting share means a share in a territory-owned corporation that\nconfers the right to vote at a general meeting.\n\nDictionary\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 39\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nvoting shareholder means—\n(a) in relation to a territory-owned corporation—the holder of a\nshare in the corporation that gives the right to vote at a general\nmeeting; and\n(b) in relation to a group—a voting shareholder of the\nterritory-owned corporation that is the holding company of the\ngroup; and\n(c) in relation to a subsidiary—a voting shareholder of the\nterritory-owned corporation that is the ultimate holding\ncompany of the subsidiary.\nvoting shareholders means the voting shareholders acting in concert.\n\nEndnotes\n1 About the endnotes\npage 40 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nEndnotes\n1 About the endnotes\nAmending and modifying laws are annotated in the legislation history and the\namendment history. Current modifications are not included in the republished law\nbut are set out in the endnotes.\nNot all editorial amendments made under the Legislation Act 2001, part 11.3 are\nannotated in the amendment history. Full details of any amendments can be\nobtained from the Parliamentary Counsel’s Office.\nUncommenced amending laws are not included in the republished law. The details\nof these laws are underlined in the legislation history. Uncommenced expiries are\nunderlined in the legislation history and amendment history.\nIf all the provisions of the law have been renumbered, a table of renumbered\nprovisions gives details of previous and current numbering.\nThe endnotes also include a table of earlier republications.\n2 Abbreviation key\nA = Act NI = Notifiable instrument\nAF = Approved form o = order\nam = amended om = omitted/repealed\namdt = amendment ord = ordinance\nAR = Assembly resolution orig = original\nch = chapter par = paragraph/subparagraph\nCN = Commencement notice pres = present\ndef = definition prev = previous\nDI = Disallowable instrument (prev...) = previously\ndict = dictionary pt = part\ndisallowed = disallowed by the Legislative r = rule/subrule\nAssembly reloc = relocated\ndiv = division renum = renumbered\nexp = expires/expired R[X] = Republication No\nGaz = gazette RI = reissue\nhdg = heading s = section/subsection\nIA = Interpretation Act 1967 sch = schedule\nins = inserted/added sdiv = subdivision\nLA = Legislation Act 2001 SL = Subordinate law\nLR = legislation register sub = substituted\nLRA = Legislation (Republication) Act 1996 underlining = whole or part not commenced\nmod = modified/modification or to be expired\n\nEndnotes\nLegislation history 3\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 41\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n3 Legislation history\nThe Territory-owned Corporations Act 1990 was originally the Territory Owned\nCorporations Act 1990. It was renamed by the Statute Law Amendment Act 2005\nA2005-20 (see amdt 3.406).\nAfter 11 May 1989 and before 10 November 1999, Acts commenced on notification\nday unless otherwise stated (see Australian Capital Territory (Self-Government)\nAct 1988 (Cwlth), s 25).\nTerritory-owned Corporations Act 1990 A1990–53\nnotified 21 December 1990 (Gaz 1990 No S92)\ns 1, s 2 commenced 21 December 1990 (s 2 (1))\nremainder commenced 1 January 1991 (s 2 (2))\nas amended by\nTerritory Owned Corporations (Amendment) Act 1991 A1991-87\nnotified 20 December 1991 (Gaz 1991 No S152)\nss 1-3 commenced 20 December 1991 (s 2 (1))\nremainder commenced 1 January 1992 (s 2 (2))\nStatute Law Revision (Miscellaneous Provisions) Act 1993 A1993-1\nsch 1\nnotified 1 March 1993 (Gaz 1993 No S23)\nsch 1 commenced 1 March 1993\nBetting (Totalizator Administration) (Amendment) Act 1993 A1993-36\ns 20\nnotified 29 June 1993 (Gaz 1993 No S111)\ns 1, s 2 commenced 29 June 1993 (s 2 (1))\ns 20 commenced 1 July 1993 (s 2 (2) and Gaz 1993 No S111)\nActs Revision (Position of Crown) Act 1993 A1993-44 sch 2\nnotified 27 August 1993 (Gaz 1993 No S165)\nsch 2 commenced 27 August 1993 (s 2)\nPublic Sector Management (Consequential and Transitional\nProvisions) Act 1994 A1994-38 sch 1 pt 77\nnotified 30 June 1994 (Gaz 1994 No S121)\ns 1, s 2 commenced 30 June 1994 (s 2 (1))\nsch 1 pt 77 commenced 1 July 1994 (s 2 (2) and Gaz 1994 No S142)\n\nEndnotes\n3 Legislation history\npage 42 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nElectricity and Water (Corporatisation) (Consequential Amendments)\nAct 1995 A1995-7 sch\nnotified 28 June 1995 (Gaz 1995 No S148)\nsch commenced 1 July 1995 (s 2)\nFinancial Management and Audit (Consequential and Transitional\nProvisions) Act 1996 A1996-26\nnotified 1 July 1996 (Gaz 1996 No S130)\ncommenced 1 July 1996 (s 2)\nBetting (Corporatisation) (Consequential Amendments) Act 1996\nA1996-33 sch 1\nnotified 1 July 1996 (Gaz 1996 No S130)\namdts commenced 1 July 1996 (s 2 (1))\nTerritory Owned Corporations (Amendment) Act 1997 A1997-36\nnotified 1 July 1997 (Gaz 1997 No S195)\ncommenced 1 July 1997 (s 2)\nTerritory Owned Corporations (Amendment) Act (No 2) 1997\nA1997-40\nnotified 1 September 1997 (Gaz 1997 No S257)\nss 1-3 commenced 1 Sept 1997 (s 2 (1))\nremainder commenced 1 October 1997 (s 2 (2) and Gaz 1997 No\nS341)\nTerritory Owned Corporations (Amendment) Act (No 3) 1997\nA1997-73\nnotified 25 November 1997 (Gaz 1997 No S360)\ncommenced 25 November 1997 (s 2)\nTerritory Owned Corporations (Amendment) Act (No 4) 1997\nA1997-118\nnotified 24 December 1997 (Gaz 1997 No S420)\ncommenced 24 December 1997 (s 2)\nTerritory Owned Corporations (Amendment) Act 1998 A1998-20\nnotified 10 July 1998 (Gaz 1998 No S190)\ncommenced 10 July 1998 (s 2)\n\nEndnotes\nLegislation history 3\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 43\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nTerritory Owned Corporations (Amendment) Act 1999 A1999-10\nnotified 23 March 1999 (Gaz 1999 No S14)\nss 1-3 commenced 23 March 1999 (s 2 (1))\nremainder commenced 23 June 1999 (s 2 (2))\nTerritory Owned Corporations Amendment Act (No 2) 1999 A1999–72\nnotified 15 December 1999 (Gaz 1999 No S50)\nss 1-3 commenced 15 December 1999 (s 2 (1))\nremainder commenced 5 January 2000 (s 2 (2) and Gaz 2000 No S1)\nTerritory Owned Corporations Amendment Act 2000 A2000-42\nnotified 4 September 2000 (Gaz 2000 No S48)\ncommenced 4 September 2000 (s 2)\nStatute Law Amendment Act 2000 A2000-80\nnotified 21 December 2000 (Gaz 2000 No S69)\ncommenced 21 December 2000 (s 2 (1))\nLegislation (Consequential Amendments) Act 2001 A2001-44 pt 380\nnotified 26 July 2001 (Gaz 2001 No 30)\ns 1, s 2 commenced 26 July 2001 (IA s 10B)\npt 380 commenced 12 September 2001 (s 2 and see Gaz 2001\nNo S65)\nTaxation (Government Business Enterprises) Act 2003 A2003-12\nsch 1 pt 1.10\nnotified LR 27 March 2003\ns 1, s 2 taken to have commenced 1 July 2002 (LA s 75 (2))\nsch 1 pt 1.10 commenced 28 March 2003 (s 2 (2))\nAnnual Reports Legislation Amendment Act 2004 A2004-9 sch 1\npt 1.32\nnotified LR 19 March 2004\ns 1, s 2 commenced 19 March 2004 (LA s 75 (1))\nsch 1 pt 1.32 commenced 13 April 2004 (s 2 and see Annual Reports\n(Government Agencies) Act 2004 A2004-8, s 2 and CN2004-5)\nTerritory Owned Corporations Amendment Act 2004 A2004-53\nnotified LR 16 August 2004\ns 1, s 2 commenced 16 August 2004 (LA s 75 (1))\nremainder commenced 17 August 2004 (s 2)\n\nEndnotes\n3 Legislation history\npage 44 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nTerritory Owned Corporations Amendment Act 2004 (No 2) A2004-74\ns 4\nnotified LR 15 December 2004\ns 1, s 2 commenced 15 December 2004 (LA s 75 (1))\ns 4 commenced 12 January 2005 (s 2 and CN2005-1)\nStatute Law Amendment Act 2005 A2005-20 sch 3 pt 3.66\nnotified LR 12 May 2005\ns 1, s 2 taken to have commenced 8 March 2005 (LA s 75 (2))\nsch 3 pt 3.66 commenced 2 June 2005 (s 2 (1))\nStatute Law Amendment Act 2006 A2006-42 sch 3 pt 3.22\nnotified LR 26 October 2006\ns 1, s 2 taken to have commenced 12 November 2005 (LA s 75 (2))\nsch 3 pt 3.22 commenced 16 November 2006 (s 2 (1))\nTerritory-owned Corporations Amendment Act 2006 A2006-59 (as am\nby A2007-42 s 4)\nnotified LR 20 December 2006\ns 1, s 2 commenced 20 December 2006 (LA s 75 (1))\nremainder commenced 12 December 2010 (s 2 (2) (b) (as am by\nA2007-42 s 4) and see SL2008-49 s 3 (as am by SL2009-53 s 4))\nTerritory-owned Corporations Amendment Act 2007 A2007-42\nnotified LR 12 December 2007\ns 1, s 2 commenced 12 December 2007 (LA s 75 (1))\nremainder commenced 13 December 2007 (s 2)\nNote This Act only amends the Territory-owned Corporations\nAmendment Act 2006 A2006-59.\nTerritory-owned Corporations Amendment Act 2010 A2010-26\nnotified LR 7 July 2010\ns 1, s 2 commenced 7 July 2010 (LA s 75 (1))\nremainder commenced 8 July 2010 (s 2)\nAdministrative (One ACT Public Service Miscellaneous Amendments)\nAct 2011 A2011-22 sch 1 pt 1.148\nnotified LR 30 June 2011\ns 1, s 2 commenced 30 June 2011 (LA s 75 (1))\nsch 1 pt 1.148 commenced 1 July 2011 (s 2 (1))\n\nEndnotes\nLegislation history 3\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 45\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nTerritory-owned Corporations Amendment Act 2014 A2014-9\nnotified LR 15 April 2014\ns 1, s 2 commenced 15 April 2014 (LA s 75 (1))\nremainder commenced 11 November 2014 (s 2 (1) and CN2014-15)\nStatute Law Amendment Act 2014 A2014-18 sch 3 pt 3.21\nnotified LR 20 May 2014\ns 1, s 2 commenced 20 May 2014 (LA s 75 (1))\nsch 3 pt 3.21 commenced 10 June 2014 (s 2 (1))\nStatute Law Amendment Act 2015 A2015-15 sch 3 pt 3.55\nnotified LR 27 May 2015\ns 1, s 2 commenced 27 May 2015 (LA s 75 (1))\nsch 3 pt 3.55 commenced 10 June 2015 (s 2)\nLegislation (Legislative Assembly Committees) Amendment Act 2022\nA2022-4 sch 1 pt 1.21\nnotified LR 30 March 2022\ns 1, s 2 commenced 30 March 2022 (LA s 75 (1))\nsch 1 pt 1.21 commenced 6 April 2022 (s 2)\n\nEndnotes\n4 Amendment history\npage 46 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n4 Amendment history\nName of Act\ns 1 sub A2005-20 amdt 3.406\nDictionary\ns 2 om R6 LRA\nins A2004-53 s 4\nam A2011-22 amdt 1.417\nNotes\ns 3 hdg sub A1999-72 s 4\ns 3 defs reloc to dict A2004-53 s 6\ndef Auditor-General om A1996-26 sch\ndef borrowing om A2004-53 s 5\ndef Corporations Act om A1995-7 sch 1\ndef group am A1993-1 sch 1\nom A2004-53 s 5\ndef subsidiary am A1995-7 sch 1\nom A2004-53 s 5\ndef voting shareholder om A2004-53 s 5\nsub A2004-53 s 7\nApplication of Act\ns 4 sub A1995-7\nam A1996-33; A2014-9 s 4; A2015-15 amdt 3.221\nApplication to the Crown\ns 5 om A1993-44\nMain objectives of corporations\ns 7 sub A2004-53 s 8\nStatus of territory-owned corporations and subsidiaries\ns 8 sub A2004-53 s 9\nNotification to Assembly\ns 9 am A1999-72 sch\nLegal obligations\ns 10 am A1999-72 sch\nConstitution\ns 11 sub A1999-72 s 5\nDirectors\ns 12 am A1999-10 s 4; A1999-72 sch; A2022-4 amdt 1.77,\namdt 1.78\nShares in corporations\ns 13 am A1998-20\nsub A1999-72 s 6\n\nEndnotes\nAmendment history 4\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 47\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nAcquisition of subsidiaries\ns 14 am A1993-1; A1995-7\nProvision of information\ns 15 sub A2004-53 s 10\nAcquisition and disposal of subsidiaries and undertakings\ns 16 am A1998-20; A2004-53 s 11, s 12, s 14, s 15; pars renum\nR10 LA (see A2004-53 s 13)\nObligation to tell shareholders about significant events\ns 16A ins A2004-53 s 16\nDirections to corporations\ns 17 am A1999-72 sch\nApplication of government policies\ns 17A ins A2004-53 s 17\nam A2006-42 amdt 3.205\nAudit committee\ns 18A ins A2004-53 s 18\nam A2010-26 s 4\nPreparation of statement of corporate intent\ns 19 am A1999-72 s 7\nStatement of corporate intent\ns 20 am A2006-42 amdt 3.206\nAnnual report\ns 22 am A1993-1; A1995-7; A1997-118\nam A2004-9 amdts 1.42-1.44; A2010-26 ss 5-8; ss renum R18\nLA\n(6), (7) exp 31 December 2010 (s 22 (7))\nss renum R20 LA\nBorrowing from Territory\ns 24 am A1997-73\nBorrowing otherwise than from Territory\ns 25 am A2004-53 s 19, s 20\nGuarantees by corporation\ns 28A ins A1997-36\nom A2003-12 amdt 1.14\nins A2004-53 s 21\nTerritory taxes\npt 5 hdg sub A2003-12 amdt 1.13\n\nEndnotes\n4 Amendment history\npage 48 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nTerritory taxes\ns 29 am A2003-12 amdt 1.15, amdt 1.16; ss renum R8 LA (see\nA2003-12 amdt 1.17)\nTreasurer’s instructions\ns 30 sub A1997-36\nom A2003-12 amdt 1.18\nCompliance with Treasurer’s instructions\ns 30A ins A1997-36\nom A2003-12 amdt 1.18\nIncome tax equivalents\ns 30B ins A1997-36\nom A2003-12 amdt 1.18\nWholesale sales tax equivalents\ns 30C ins A1997-36\nom A2003-12 amdt 1.18\nPayment of tax equivalents\ns 30D ins A1997-36\nom A2003-12 amdt 1.18\nPenalty for late payment\ns 30E ins A1997-36\nom A2003-12 amdt 1.18\nVariation of tax equivalents\ns 30F ins A1997-36\nom A2003-12 amdt 1.18\nRemission, refund and waivers\ns 30G ins A1997-36\nom A2003-12 amdt 1.18\nRulings\ns 30H ins A1997-36\nom A2003-12 amdt 1.18\nObjections\ns 30J ins A1997-36\nom A2003-12 amdt 1.18\nAppeals\ns 30K ins A1997-36\nom A2003-12 amdt 1.18\nEffect of pending objection or review\ns 30L ins A1997-36\nom A2003-12 amdt 1.18\n\nEndnotes\nAmendment history 4\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 49\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nProfits available for payment of dividends\ns 32 am A1993-1\nBenefits retained and preserved\ns 33A ins A1991-87\nam A1994-38\nAffirmative action\ns 33B ins A1991-87\nam A2005-20 amdt 3.407; A2014-18 amdt 3.102\nInvestment of surplus funds\ns 33C ins A2004-53 s 22\nam A2011-22 amdt 1.418\nRegulation-making power\ns 34 sub A2001-44 amdt 1.4016\nTerritory-owned corporations\nsch 1 am A1991-87; A1993-36; A1995-7; A1996-33; A1997-40;\nA2000-42 s 4; A2004-74 s 4; A2006-59 s 4; A2014-9 s 5;\nA2015-15 amdt 3.222\nProvisions to be included in constitution of territory-owned corporation or\nsubsidiary\nsch 2 hdg am A1999-72 sch\nsch 2 am A1999-72 sch\nFurther provisions to be included in constitution of territory-owned\ncorporation or subsidiary\nsch 3 hdg am A1999-72 sch\nsch 3 am A1999-10 s 5; A1999-72 s 8, sch; R7 LA\nModifications in relation to Icon Water Limited\nsch 4 hdg sub A2015-15 amdt 3.223\nsch 4 ins A1995-7\nam A2000-80 amdt 3.25; A2003-12 amdt 1.19; A2004-53\nss 23-25; A2015-15 amdt 3.224\nModifications in relation to ACTTAB Limited\nsch 5 ins A1996-33\nam A2003-12 amdt 1.20; A2004-53 s 26, s 27\nom A2014-9 s 6\nDictionary\ndict ins A2004-53 s 28\ndef borrowing ins A2004-53 s 28\nsub A2014-18 amdt 3.103\ndef company am A1995-7 sch 1\nreloc from s 3 A2004-53 s 6\ndef department ins A2004-53 s 28\nom A2011-22 amdt 1.419\n\nEndnotes\n4 Amendment history\npage 50 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\ndef directorate ins A2011-22 amdt 1.419\ndef financing lease ins A2004-53 s 28\ndef group ins A2004-53 s 28\ndef non-voting share ins A1999-72 s 4\nreloc from s 3 A2004-53 s 6\ndef Portfolio Minister reloc from s 3 A2004-53 s 6\ndef securities reloc from s 3 A2004-53 s 6\ndef statement of corporate intent reloc from s 3 A2004-53\ns 6\ndef subsidiary ins A2004-53 s 28\ndef territory-owned corporation reloc from s 3 A2004-53 s 6\ndef voting share ins A1999-72 s 4\nreloc from s 3 A2004-53 s 6\ndef voting shareholder ins A2004-53 s 28\ndef voting shareholders ins A2004-53 s 28\n\nEndnotes\nEarlier republications 5\nR25\n06/04/22\nTerritory-owned Corporations Act 1990\nEffective: 06/04/22\npage 51\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\n5 Earlier republications\nSome earlier republications were not numbered. The number in column 1 refers to\nthe publication order.\nSince 12 September 2001 every authorised republication has been published in\nelectronic pdf format on the ACT legislation register. A selection of authorised\nrepublications have also been published in printed format. These republications are\nmarked with an asterisk (*) in column 1. Electronic and printed versions of an\nauthorised republication are identical.\nRepublication No Amendments to Republication date\n1 A1991-87 29 February 1992\n2 A1993-44 31 August 1993\n3 A1996-33 30 September 1996\n4 A1997-36 1 July 1997\n5 A1998-20 10 July 1998\n6 A2000-42 4 September 2000\n7 A2001-44 12 December 2001\n8 A2003-12 28 March 2003\n9 A2004-9 13 April 2004\n10 A2004-53 17 August 2004\n11 A2004-74 12 January 2005\n12 A2005-20 2 June 2005\n13 A2006-42 16 November 2006\n14 A2007-42 13 December 2007\n15 A2007-42 19 June 2008\n16 A2007-42 11 December 2008\n17 A2007-42 11 December 2009\n18 A2010-26 8 July 2010\n19 A2010-26 12 December 2010\n20 A2010-26 1 January 2011\n\nEndnotes\n5 Earlier republications\npage 52 Territory-owned Corporations Act 1990\nEffective: 06/04/22\nR25\n06/04/22\nAuthorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au\nRepublication No Amendments to Republication date\n21 A2011-22 1 July 2011\n22* A2014-18 10 June 2014\n23 A2014-18 11 November 2014\n24 A2015-15 10 June 2015\n© Australian Capital Territory 2022","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act’s operational scope has been narrowed and modified in practice: schedule 1 currently names a single company (Icon Water Limited) as the territory-owned corporation (s 6; sch 1), and schedule 4 contains bespoke modifications that exempt Icon Water from certain general rules (for example, s 14’s prohibition on entering transactions that could create partially owned subsidiaries does not apply to Icon Water; s 4; sch 4). Those schedule-based listings and modifications change the Act’s practical coverage relative to a generic, catch-all territorial enterprise framework by applying special rules to the named company."},"complexity_factors":["Multiple cross-references to external legislation (Corporations Act, Financial Management Act, Legislation Act) creating layered legal requirements (see ss 2, 8, dict. entries).","Discretionary executive powers concentrated in Treasurer and Portfolio Minister (borrowing approvals and levy, certifications, redactions) with specific procedural controls (ss 24–25, 29, 31, 19(4)).","Blend of public-sector oversight and private company law duties (directors’ duties under company law vs statutory directions and protections) requiring reconciliation (s 10; s 17(3)).","Detailed accountability procedures with tight timelines and multiple reporting steps to voting shareholders and the Legislative Assembly (ss 9, 15, 19–22).","Mandatory constitution provisions and prescribed shareholder structures that restrict corporate autonomy (s 11; schs 2–3).","Complex borrowing and guarantee regime including internal limits, Treasurer approval, and a Treasurer-determined levy (ss 24–28A, 31).","Special modifications and exceptions for a named entity (Icon Water) that alter the general rules and require consulting schedule 4 (s 4; sch 4).","Prescriptive audit regime requiring appointment of the Auditor-General and establishment of an audit committee with exclusion of executive directors (ss 18, 18A)."],"plain_english_summary":"What the law does (mechanics)\n\n- Establishes a statutory framework for companies designated as territory-owned corporations (listed in schedule 1) and for their subsidiaries (s 6; sch 1).\n- Sets the corporations’ primary objectives: run efficiently compared with comparable businesses; maximise a sustainable return to the Territory in line with the corporation’s statement of corporate intent; have regard to community interests; and, where relevant, act in accordance with ecologically sustainable development principles (s 7).\n- Requires voting-shareholder control arrangements and mandatory constitution provisions (s 11; sch 2; sch 3). Voting shares are held only by Ministers (s 13; sch 3 pt 3.2). Voting shareholders (acting in concert) exercise ownership powers defined by the Act (dict.).\n- Regulates board appointments: directors must have suitable expertise and the voting shareholders must consult a nominated Assembly committee and consider its recommendation before appointing a director (s 12).\n- Imposes accountability and transparency duties: corporations must provide information on request (s 15); prepare a statement of corporate intent and annual reports to the voting shareholders and the Legislative Assembly (ss 19–22); notify the voting shareholders of significant events (s 16A); and obey directions from voting shareholders in specified circumstances (s 17).\n- Places auditing and oversight requirements: the Auditor-General must be appointed auditor (s 18); the corporation must establish an audit committee with specified membership limits and functions (s 18A).\n- Controls corporate transactions and ownership changes: disposal or acquisition of main undertakings, forming subsidiaries, issuing or materially changing interests in partnerships or significant assets require voting-shareholder consent and, for certain disposals, Legislative Assembly approval (s 16).\n- Regulates borrowing and guarantees: the Treasurer approves external borrowing limits and may lend on terms the Treasurer sets (ss 24–25); the Territory may give guarantees (s 28); corporations need the Treasurer’s written approval to give guarantees (s 28A); the Treasurer may also impose a borrowing levy (s 31).\n- Provides limited tax relief for certain formation and transfer activities if certified by the Treasurer (s 29).\n- Preserves some employment benefits for staff transferring from certain public service statutes (s 33A) and applies the Workplace Gender Equality Act provisions to territory-owned corporations (s 33B).\n- Allows the Executive to make regulations under the Act (s 34).\n\nWho it affects (actors and who pays)\n\n- The primary named company subject to the Act is Icon Water Limited (sch 1); the Act also applies to any company added to schedule 1 by regulation (s 6).\n- Voting shareholders: Ministers holding voting shares (s 13; sch 3 pt 3.2). They decide on share transfers, director appointments (after prescribed consultation), consent to major transactions (s 12; s 13; s 16).\n- The Treasurer controls financial aspects: approval of borrowing limits (s 25(1)); lending on behalf of the Territory (s 24); determining and collecting a borrowing levy (s 31); approving guarantees by corporations (s 28A); and issuing tax-certificates for exempt activities (s 29).\n- The Portfolio Minister must present specified documents and statements to the Legislative Assembly and publish certain matters (ss 9; 19(3); 17(4); 22(5)).\n- Directors and senior managers must comply with reporting, audit and corporate intent obligations (ss 18; 18A; 19–22).\n- The Territory bears identifiable costs in two ways: the Territory may be liable for corporate debts only if a law or agreement says so (s 8(3)); the Territory reimburses corporations for the net reasonable expense of complying with shareholder directions (s 17(5)–(7)); and the Territory may provide guarantees under terms the Treasurer sets (s 28).\n\nWhy it matters (official rationale and testing the mechanisms)\n\n- The statute states the official policy aims: efficiency, maximising sustainable financial return to the Territory, community consideration and environmental sustainability where relevant (s 7). That is the declared purpose; the rest of the Act sets instruments to pursue those purposes.\n- How the Act channels incentives and trade-offs:\n  - Centralised shareholder control (Ministers hold voting shares; s 13; sch 3) concentrates ownership decisions in government hands and gives the voting shareholders direct powers to require companies to act even when directors advise otherwise (s 17). The Act requires reimbursement of net reasonable expense for such directions, but payment requires Treasurer agreement or a Chief Minister decision if parties cannot agree (s 17(5)–(7)) — the mechanism makes the Territory the funder of politically directed activities where approved.\n  - Financial oversight and fiscal control sit with the Treasurer: approval of borrowing limits (s 25(1)), power to lend (s 24), and the ability to impose a borrowing levy (s 31). These powers limit a corporation’s independent access to capital markets and create a direct administrative interface between corporate financing and Territory fiscal management.\n  - Mandatory audit by the Auditor-General (s 18) and a required audit committee (s 18A) increase public-sector style oversight and reduce the corporation’s freedom to appoint private auditors (s 18(1)). This strengthens external accountability but narrows private governance choices.\n  - Corporate autonomy over major commercial transactions is constrained: disposals or acquisitions of main undertakings, formation of subsidiaries, major asset security or partnership changes need voting-shareholder consent and, in some cases, Legislative Assembly approval (s 16). This protects public ownership interests but can slow or limit commercial restructures.\n  - Reporting obligations (statements of corporate intent, annual reports, disclosure of significant events) increase transparency to the Assembly and the public (ss 19–22; s 16A). The Portfolio Minister may redact commercially sensitive material before presentation to the Assembly, provided a summary and reason are presented (s 19(4)). The redaction mechanism balances disclosure with commercial confidentiality but vests discretion in the Portfolio Minister.\n\nCompliance burden, discretion and implementation risks\n\n- Compliance burden: multiple formal timelines (e.g. present to Assembly within 15 sitting days: ss 9(1), 16(3), 17(4), 19(3)); internal approval steps (voting-shareholder consent for many transactions: s 16); reporting and audit requirements (ss 18, 18A, 19–22); and constitution requirements (s 11; schs 2–3). These are recurring administrative requirements for directors and corporate staff.\n- Sources of bureaucratic discretion: the Treasurer (borrowing approvals, levy, certifications and fee decisions — ss 24–25, 29, 31, 18(3)); Portfolio Minister (presentation/redaction powers and statements to Assembly — ss 19(3)–(4), 17(4)); voting shareholders/Ministers (directions, share transfers — ss 13, 17); Legislative Assembly (can approve constitution provisions inconsistent with the Act — s 11(3); must approve some disposals — s 16(4)).\n- Implementation risk: the statutory layering of company law duties with public ownership obligations (s 10) creates potential tensions for directors who must reconcile fiduciary duties under general company law with statutory directions and shareholder expectations; the Act, however, protects directors from breach claims where they follow lawful directions (s 17(3)).\n\nEffects on private enterprise and competition (mechanisms, not judgments)\n\n- The Act narrows corporate freedom in favour of public oversight: restrictions on shareholding and transfers (s 13; sch 3), limits on creating partially owned subsidiaries (s 14) except as modified for the named company (sch 4), and controls over borrowing and guarantees (ss 24–28A) all reduce the firm’s unilateral options compared with a wholly private company.\n- By requiring Auditor-General audits (s 18) and public reporting (ss 19–22), the Act subjects the corporations to public sector transparency standards rather than only private market disclosure norms.\n\nConcentrated benefits and diffuse costs (mechanisms)\n\n- Concentrated benefits: control rights accrue to Ministers and the Territory (s 13; ss 16–17), and the Territory can shape corporate strategy via statements of corporate intent (s 19–20).\n- Diffuse costs: administrative and compliance costs fall on corporations and their directors (ss 15, 18A, 19–22); fiscal exposure from reimbursement of direction-related expenses (s 17(5)) and from Territory guarantees (s 28) are borne by the Territory (subject to Treasurer decisions and agreements).\n\nSpecific notable exceptions and modifications\n\n- The Act as republished lists Icon Water Limited in schedule 1 as the territory-owned corporation (sch 1) and contains modifications specific to Icon Water in schedule 4, including that section 14’s restriction on creating partially owned subsidiaries does not apply to Icon Water (s 4; sch 4)."},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":true,"description":"The legislation has evolved significantly from its original 1990 scope. Originally established to corporatise specific government businesses (ACTTAB, electricity and water utilities), it has been progressively narrowed. The 2003 Taxation (Government Business Enterprises) Act removed tax-equivalent payment obligations from this Act. The 2014 amendments removed ACTTAB Limited (Schedule 5 was repealed), leaving only Icon Water Limited as the sole territory-owned corporation. The Act has effectively become a bespoke governance framework for a single entity (Icon Water), with Schedule 4 containing specific modifications for that corporation, rather than a general framework for multiple government enterprises."},"complexity_factors":["Multiple schedules (4) containing mandatory constitutional provisions that must be replicated in corporate constitutions","Extensive cross-referencing to the Commonwealth Corporations Act (definitions of 'subsidiary', 'company', etc.)","Conditional logic in director appointments (section 12): standard process requires Assembly committee consultation, but emergency appointments bypass this if director numbers fall below minimum","Nested definitions in section 16 and 16A for 'main undertaking' and 'significant' with four alternative tests each (accounting standards, published documents, memorandum of understanding, or regulation)","Specific modifications in Schedule 4 that override general provisions for Icon Water Limited","Dual shareholder structure (voting vs non-voting shares) with different rules for each, including specific transfer mechanisms requiring Ministerial declarations","Interaction with other ACT legislation (Financial Management Act, Legislation Act, Annual Reports Act) requiring knowledge of external statutory frameworks"],"plain_english_summary":"**What this law does:**\n\nThis Act sets up the rules for how the ACT Government runs its commercial businesses—called \"territory-owned corporations.\" These are companies owned by the Territory (like Icon Water Limited) that operate like private businesses but remain under government control.\n\n**Who it affects:**\n\n*   **The corporations themselves** (currently just Icon Water Limited)\n*   **Their directors and senior managers**\n*   **ACT Ministers** who act as shareholders\n*   **The Legislative Assembly** (the ACT parliament), which oversees these businesses\n*   **ACT taxpayers**, who ultimately own these businesses\n\n**Key things the law covers:**\n\n*   **Setting up the businesses:** Establishes how government enterprises become corporations, who can own shares (only Ministers can hold voting shares), and how directors are appointed (must consult with Assembly committees).\n*   **What the businesses must do:** They must operate efficiently, make money for the Territory, act responsibly toward the community, and protect the environment (following \"ecologically sustainable development\" principles).\n*   **Accountability:** The corporations must prepare detailed business plans (called \"statements of corporate intent\"), report annually to the Assembly, tell shareholders about significant events, and follow government policies. The Auditor-General audits them.\n*   **Money matters:** Rules about borrowing money (from the Territory or elsewhere), giving financial guarantees, and paying dividends.\n*   **Special status:** These corporations are *not* government departments—they don't get special legal immunities and generally pay taxes like other businesses, though some activities (like setting up the company) are tax-exempt.\n\n**Why it matters:**\n\nThis law tries to balance two things: letting government businesses operate commercially (like private companies) while keeping them accountable to the public through the Legislative Assembly. It ensures that when the government runs a business—like a water utility—it does so efficiently but doesn't ignore community interests or environmental concerns."}},"importantCases":[],"_links":{"self":"/api/acts/territory-owned-corporations-act-1990","history":"/api/acts/territory-owned-corporations-act-1990/history","analysis":"/api/acts/territory-owned-corporations-act-1990/analysis","conflicts":"/api/acts/territory-owned-corporations-act-1990/conflicts","importantCases":"/api/acts/territory-owned-corporations-act-1990/important-cases","documents":"/api/acts/territory-owned-corporations-act-1990/documents"}}