Part 1Interpretation

Part 1—Interpretation 1—Interpretation In this Schedule— board means the board of management of a statutory corporation; member means a member of a board; modification includes an addition, deletion or substitution. Part 2—Boards 2—Conditions of office A member of a board will hold office on terms and conditions determined by the Minister. 3—Allowances and expenses A member of a board is entitled to remuneration, allowances and expenses determined by the Minister. 4—Validity of acts An act or proceeding of a board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a member. 5—Proceedings (1) The member appointed as a board's presiding member will preside at meetings of the board or, in the absence of that member, a member chosen by those present will preside. (2) A quorum of a board consists of a number ascertained by dividing the total number of members by half, ignoring any fraction resulting from the division, and adding 1 (and no business may be transacted at a meeting of the board unless a quorum is present). (3) A decision carried by a majority of votes cast by members at a meeting of a board is a decision of the board. (4) Each member present at a meeting of a board has 1 vote on a question arising for decision and, if the votes are equal, the member presiding at the meeting has a second or casting vote. (5) A conference between members constituting a quorum by telephone, audio-visual or electronic means is a valid meeting of a board if— (a) notice of the meeting is given to all members in the manner determined by the board for that purpose; and (b) the system of communication allows a participating member to communicate with any other participating member during the conference. (6) A resolution of a board— (a) of which notice was given to members in accordance with procedures determined by the board; and (b) in which at least a majority of members of the board express their concurrence in writing or by electronic communication, will be taken to be a decision of the board made at a meeting of the board. (7) A board must have accurate minutes kept of its proceedings. (8) Subject to this clause and to any other provision made by a regulation under Part 3 Division 4 in relation to a particular statutory corporation, a board may determine its own procedures. 6—General management duties of board As part of its function in overseeing the operations of the statutory corporation, a board must ensure as far as practicable— (a) that appropriate strategic and operational plans are established; and (b) that the statutory corporation has appropriate management structures and systems for monitoring performance against plans and targets and that corrective action is taken when necessary; and (c) insofar as may be relevant to the particular statutory corporation, that appropriate systems and practices are in place for management and financial planning and control, including systems and practices for the maintenance of financial and related records and the production of financial statements; and (d) that all such plans, structures, systems and practices are regularly reviewed and revised as necessary to address changing circumstances and reflect best current practices; and (e) that the Minister receives regular reports on the performance of the statutory corporation, and on the initiatives of the board; and (f) that the Minister is advised, as soon as practicable, of any material development that affects the financial or operating capacity of the statutory corporation. Part 3—Staff 7—Staff (1) The Minister will, after consultation with the Chief Executive and the statutory corporation, determine the staffing arrangements for a statutory corporation (and the staff will, subject to this clause or the regulations or unless otherwise determined by the Minister, be public service employees). (2) A statutory corporation may, with the approval of the Minister or under an authorisation conferred by regulation, engage contract staff, agents and consultants, and enter into other forms of contract or arrangements for the provision of services. (3) A statutory corporation may, by arrangement with the appropriate authority, make use of the services, facilities or staff of a government department, agency or authority. Part 4—Committees 8—Committees (1) A board must establish such committees (including advisory or industry committees, or subcommittees) as the Minister may require. (2) A board may establish such committees (including advisory or industry committees, or subcommittees) as the board thinks fit. (3) Subject to a direction of the Minister, the membership of a committee will be determined by the board and may, but need not, consist of or include members of the board. (4) The procedures to be observed in relation to the conduct of the business of a committee will be— (a) as determined by the Minister; or (b) insofar as a procedure is not determined under paragraph (a), as determined by the committee. Part 5—Operational, property and financial matters 9—Common seal A statutory corporation must have a common seal and if a document appears to bear the common seal of the statutory corporation, it will be presumed, in the absence of proof to the contrary, that the common seal of the statutory corporation was properly affixed to the document. 10—Specific powers Without limiting Part 3 Division 4 or any regulation made under that Division, a statutory corporation may— (a) sue and be sued; and (b) acquire, hold, deal with and dispose of real and personal property (or an interest in real or personal property), and grant or hold a lease or licence; and (c) with the approval of the Minister or as authorised by regulation—acquire, hold, deal with and dispose of shares in, or securities issued by, another body corporate, or participate in the formation of another body; and (d) with the approval of the Minister or as authorised by regulation—borrow money and obtain other forms of financial accommodation; and (e) establish and operate ADI accounts and invest money; and (f) enter into any kind of contract or arrangement; and (g) exercise other powers conferred by regulation; and (h) exercise other powers that are necessary, expedient or incidental to the functions of the statutory corporation. 11—Property to be held on behalf of Crown Unless otherwise prescribed by regulation, a statutory corporation holds its property on behalf of the Crown. 12—Transfer of property (1) The Minister may, with the concurrence of the Treasurer, by notice in the Gazette— (a) transfer an asset, right or liability of the Minister to a statutory corporation; (b) transfer an asset, right or liability of a statutory corporation— (i) to the Minister; or (ii) to another statutory corporation; or (iii) to the Crown, or to another agency or instrumentality of the Crown; or (iv) in prescribed circumstances, subject to conditions (if any), and with the agreement of the person or body—to a person or body that is not an agency or instrumentality of the Crown. (2) A notice under subclause (1) may make other provisions that in the opinion of the Minister are necessary or expedient in connection with the relevant transfer. 13—Effect of transfers (1) The transfer of an asset, right or liability under Part 3 Division 4 or this Schedule operates by force of this Act and despite the provisions of any other law. (2) The transfer of a liability under Part 3 Division 4 or this Schedule operates to discharge the body from which the liability was transferred from the liability. 14—Registering authorities to note transfer (1) The Registrar-General of another authority required or authorised under a law of the State to register or record transactions affecting assets, rights or liabilities, or documents relating to such transactions, must, on application under this clause, register or record in an appropriate manner the transfer to the Minister or another body of an asset, right or liability under Part 3 Division 4 or this Schedule. (2) An instrument relating to an asset, right or liability that has been transferred under Part 3 Division 4 or this Schedule must, if the instrument is executed by the Minister in an appropriate form, be registered or recorded by the Registrar-General or another appropriate authority despite the fact that the Minister has not been registered or recorded as the proprietor of the property. (3) The vesting of property under Part 3 Division 4 or this Schedule, and any instrument evidencing or giving effect to that vesting, are exempt from stamp duty. 15—Audit and accounts (1) A statutory corporation must keep proper accounting records in relation to its financial affairs and must have annual statements of accounts prepared in respect of each financial year. (2) The accounting records and statements of accounts must comply with any applicable instructions of the Treasurer under section 41 of the Public Finance and Audit Act 1987. (3) The Auditor-General may at any time audit the accounts of a statutory corporation and must audit the annual statement of accounts. Part 6—Performance and reporting obligations 16—Objectives (1) The Minister may, after consultation with a statutory corporation, prepare a statement setting out various objectives, targets or goals that the statutory corporation is to pursue over the period specified in the statement and dealing with such other matters as the Minister considers appropriate. (2) The statutory corporation must review the statement whenever it is necessary to do so on account of a direction of the Minister under this Schedule and, in any event, at least once in every 12 month period. (3) The Minister may, after consultation with the statutory corporation, amend a statement issued in relation to the statutory corporation at any time. 17—Provision of information and reports to Minister (1) A statutory corporation must, at the request of the Minister, furnish the Minister with such information or records in the possession or control of the statutory corporation as the Minister may require in such manner and form as the Minister may require. (2) If the statutory corporation considers that information or a record furnished to the Minister under this section contains matters that should be treated for any reason as confidential, the statutory corporation may advise the Minister of that opinion giving the reasons for the opinion, and the Minister may, subject to subclause (3), act on that advice as the Minister thinks fit. (3) if the Minister is satisfied on the basis of the statutory corporation's advice that the statutory corporation owes a duty of confidence in respect of a matter, the Minister must ensure the observance of that duty in respect of the matter, but this subclause does not prevent the Minister from disclosing the matter as required for the proper performance of ministerial functions or duties. 18—Annual report (1) A statutory corporation must, on or before 30 September in each year, forward to the Minister a report on its activities for the preceding financial year. (2) The report must incorporate the audited accounts and financial statements of the statutory corporation. (3) The Minister must cause a copy of a report provided to the Minister under this clause to be laid before both Houses of Parliament within 12 sitting days after receiving the report.