GOVERNMENT OWNED CORPORATIONS (POWER WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGS 2014 (Northern Territory)

These Regulations effect a mechanical statutory separation of the electricity generation and retail businesses then carried on by the Power and Water Corporation (P&WCorp) into two newly established government owned corporations, the Power Generation Corporation (GenCorp) and the Power Retail Corporation (RetailCorp). The stated purpose (regulation 2) is the transfer of P&WCorp's electricity generation business to GenCorp and P&WCorp's electricity retailing business to RetailCorp. The primary operative mechanism is a pair of registers prepared by the Minister, the Generation Business Register and the Retail Business Register, each required to be prepared before 1 July 2014 and then frozen (regulations 5(1)-(2), 36(1)-(2)).

Mechanically, the registers identify which assets, liabilities, instruments, rights and proceedings are to be affected by the relevant Part of the Regulations. On 1 July 2014 the transfers identified in the registers take effect by operation of the Regulations: assets and parts of assets cease to be assets of P&WCorp and become assets of GenCorp or RetailCorp (see regs 7-8 for generation, 38-39 for retail); liabilities likewise transfer (regs 12-13, 43-44); instruments and contractual arrangements are routed or modified according to categories set out in Divisions 4 of Parts 2 and 3 (regs 16-26 for generation, 47-58 for retail). The Regulations also fix accounting consequences and valuation as at 1 July 2014 where values are ascribed in the registers (regs 10, 14, 41, 45).

The Regulations reallocate statutory licences accordingly. The generation licence held by P&WCorp (the existing licence) is split so that Part A applies instead to GenCorp and Part B continues to apply to P&WCorp, with each taken to be separate licences for all purposes (regulation 18). The retail licence is treated similarly (regulation 49). Statutory customer contracts and published standard terms under specified Acts are reallocated as specified (regulation 50).

NORTHERN TERRITORY OF AUSTRALIA GOVERNMENT OWNED CORPORATIONS (POWER AND WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGULATIONS 2014 As in force at 1 July 2014 Table of provisions Part 1 Preliminary matters 1 Citation ............................................................................................ 1 2 Purpose of Regulations ................................................................... 1 3 Definitions ........................................................................................ 1 4 Reference to things included in a register ....................................... 2 Part 2 Power generation business Division 1 Minister's obligations 5 Minister to prepare Generation Business Register .......................... 2 6 Generation Business Register to be available to interested persons ............................................................................................ 3 Division 2 Assets 7 Transfer of whole assets ................................................................. 3 8 Transfer of part of assets ................................................................. 3 9 Consideration .................................................................................. 3 10 Accounting matters .......................................................................... 3 11 Asset related rights .......................................................................... 4 Division 3 Liabilities 12 Transfer of whole liabilities .............................................................. 4 13 Transfer of part of liabilities.............................................................. 4 14 Accounting matters .......................................................................... 5 15 Liability related rights ....................................................................... 5 Division 4 Instruments 16 Instruments to apply to GenCorp instead of P&WCorp ................... 5 17 Instruments to apply to GenCorp and P&WCorp severally .............. 6 18 Electricity Reform Act 2000 generation licence ............................... 6 19 Bundled contracts to apply to GenCorp and P&WCorp ................... 7 20 Instruments to apply to GenCorp and P&WCorp to specified extent with modifications ................................................................. 7 21 Internal instruments ......................................................................... 8

Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 ii 22 Instruments to apply with necessary changes ................................. 8 23 Instrument related rights .................................................................. 8 24 Contracts to be retained by P&WCorp ............................................. 9 25 Instruments to apply to P&WCorp with modifications .................... 10 26 Instruments may be amended etc. ................................................ 10 Division 5 Rights 27 Rights ............................................................................................ 10 Division 6 Proceedings 28 GenCorp to replace P&WCorp as party ......................................... 10 29 GenCorp to be added as additional party ...................................... 11 30 P&WCorp to remain as party ......................................................... 11 31 Court etc. may make orders .......................................................... 11 Division 7 General matters 32 Continuation of ongoing things ...................................................... 11 Division 8 Employees 33 P&WCorp to provide employees to GenCorp ................................ 12 34 Commissioner may make determinations ...................................... 12 35 Expiry of Division ........................................................................... 12 Part 3 Power retail business Division 1 Minister's obligations 36 Minister to prepare Retail Business Register ................................. 13 37 Retail Business Register to be available to interested persons ..... 13 Division 2 Assets 38 Transfer of whole assets ............................................................... 13 39 Transfer of part of assets ............................................................... 14 40 Consideration ................................................................................ 14 41 Accounting matters ........................................................................ 14 42 Asset related rights ........................................................................ 14 Division 3 Liabilities 43 Transfer of whole liabilities ............................................................ 15 44 Transfer of part of liabilities............................................................ 15 45 Accounting matters ........................................................................ 15 46 Liability related rights ..................................................................... 15

Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 iii Division 4 Instruments 47 Instruments to apply to RetailCorp instead of P&WCorp ............... 16 48 Instruments to apply to RetailCorp and P&WCorp severally ......... 16 49 Electricity Reform Act 2000 retail licence ...................................... 16 50 Statutory customer contracts ......................................................... 17 51 Bundled contracts to apply to RetailCorp and P&WCorp ............... 17 52 Instruments to apply to RetailCorp and P&WCorp to specified extent with modifications ............................................................... 18 53 Internal instruments ....................................................................... 18 54 Instruments to apply with necessary changes ............................... 19 55 Instrument related rights ................................................................ 19 56 Contracts to be retained by P&WCorp ........................................... 19 57 Instruments to apply to P&WCorp with modifications .................... 20 58 Instruments may be amended etc. ................................................ 20 Division 5 Rights 59 Rights ............................................................................................ 21 Division 6 Proceedings 60 RetailCorp to replace P&WCorp as party ...................................... 21 61 RetailCorp to be added as additional party .................................... 21 62 P&WCorp to remain as party ......................................................... 21 63 Court etc. may make orders .......................................................... 21 Division 7 General matters 64 Continuation of ongoing things ...................................................... 22 Division 8 Employees 65 P&WCorp to provide employees to RetailCorp .............................. 22 66 Commissioner may make determinations ...................................... 23 67 Expiry of Division ........................................................................... 23 ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 1 July 2014

GOVERNMENT OWNED CORPORATIONS (POWER AND WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGULATIONS 2014 Regulations under the Government Owned Corporations Act 2001 Part 1 Preliminary matters 1 Citation These Regulations may be cited as the Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014. 2 Purpose of Regulations These Regulations are made as mentioned in section 53B(1) of the Act for the purposes of: (a) transferring P&WCorp's electricity generation business to GenCorp; and (b) transferring P&WCorp's electricity retailing business to RetailCorp. 3 Definitions In these Regulations: GenCorp means the Power Generation Corporation established by section 5 of the Power Generation Corporation Act 2014. Generation Business Register, see regulation 5(1). Minister means P&WCorp's shareholding Minister. P&WCorp means the Power and Water Corporation established by section 4 of the Power and Water Corporation Act1987. Retail Business Register, see regulation 36(1). RetailCorp means the Power Retail Corporation established by section 5 of the Power Retail Corporation Act 2014.

Part 2 Power generation business Division 1 Minister's obligations Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 2 transferred asset means: (a) for Part 2 – an asset to which regulation 7 or 8 applies; and (b) for Part 3 – an asset to which regulation 38 or 39 applies. transferred instrument means: (a) for Part 2 – an instrument to which one of regulations 16 to 21 applies; and (b) for Part 3 – an instrument to which one of regulations 47 to 53 applies. transferred liability means: (a) for Part 2 – a liability to which regulation 12 or 13 applies; and (b) for Part 3 – a liability to which regulation 43 or 44 applies. 4 Reference to things included in a register A reference to something included in the Generation Business Register or the Retail Business Register includes a reference to a thing in a class of things included in that Register. Part 2 Power generation business Division 1 Minister's obligations 5 Minister to prepare Generation Business Register (1) Before 1 July 2014 the Minister must: (a) prepare a register (the Generation Business Register) of the assets, liabilities, instruments, rights and proceedings that are to be affected by Divisions 2 to 6; and (b) give a copy of the Generation Business Register to GenCorp and P&WCorp. (2) The Minister cannot amend or revoke the Generation Business Register on or after 1 July 2014.

Part 2 Power generation business Division 2 Assets Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 3 6 Generation Business Register to be available to interested persons (1) This regulation applies if: (a) a person requests a copy of all or part of the Generation Business Register from the Minister; and (b) the Minister is satisfied that the person has a proper interest in having access to the Generation Business Register. (2) The Minister must give the person a copy of so much of the Generation Business Register as relates to the person's interest. Division 2 Assets 7 Transfer of whole assets If an asset is included in the Generation Business Register as one to which this regulation applies, on 1 July 2014 the asset: (a) ceases to be an asset of P&WCorp; and (b) becomes an asset of GenCorp. 8 Transfer of part of assets If an asset is included in the Generation Business Register as one to which this regulation applies, on 1 July 2014 the part of the asset specified in the Generation Business Register: (a) ceases to be an asset of P&WCorp; and (b) becomes an asset of GenCorp. 9 Consideration If an amount is included in the Generation Business Register as consideration to be provided by GenCorp for a transferred asset, GenCorp must provide the consideration on the terms specified in the Generation Business Register. 10 Accounting matters (1) If a value is ascribed to a transferred asset in the Generation Business Register, the value of the asset as at 1 July 2014 is that value.

Part 2 Power generation business Division 3 Liabilities Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 4 (2) If the Generation Business Register provides for the manner in which a transferred asset is to be dealt with in P&WCorp's or GenCorp's accounts, P&WCorp or GenCorp must deal with the asset in its accounts in that manner. 11 Asset related rights (1) On and after 1 July 2014, a right in relation to a transferred asset that would, but for this regulation, have been available to or against P&WCorp: (a) is not available to or against P&WCorp; and (b) is available instead to or against GenCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to an asset is specified in the Generation Business Register as a right to which this paragraph applies – that right, to the extent specified in the Generation Business Register; (b) a right that is the subject of proceedings to which regulation 28, 29 or 30 applies. Division 3 Liabilities 12 Transfer of whole liabilities If a liability is included in the Generation Business Register as one to which this regulation applies, on 1 July 2014 the liability: (a) ceases to be a liability of P&WCorp; and (b) becomes a liability of GenCorp. 13 Transfer of part of liabilities If a liability is included in the Generation Business Register as one to which this regulation applies, on 1 July 2014 the part of the liability specified in the Generation Business Register: (a) ceases to be a liability of P&WCorp; and (b) becomes a liability of GenCorp.

Part 2 Power generation business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 5 14 Accounting matters (1) If a value is ascribed to a transferred liability in the Generation Business Register, the value of the liability as at 1 July 2014 is that value. (2) If the Generation Business Register provides for the manner in which a transferred liability is to be dealt with in P&WCorp's or GenCorp's accounts, P&WCorp or GenCorp must deal with the liability in its accounts in that manner. 15 Liability related rights (1) On and after 1 July 2014, a right in relation to a transferred liability that would, but for this regulation, have been available to or against P&WCorp: (a) is not available to or against P&WCorp; and (b) is available instead to or against GenCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to a liability is specified in the Generation Business Register as a right to which this paragraph applies – that right, to the extent specified in the Generation Business Register; (b) a right that is the subject of proceedings to which regulation 28, 29 or 30 applies. Division 4 Instruments 16 Instruments to apply to GenCorp instead of P&WCorp If an instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) does not apply to P&WCorp; and (b) applies instead to GenCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (c) has effect as otherwise modified as specified in the Generation Business Register.

Part 2 Power generation business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 6 17 Instruments to apply to GenCorp and P&WCorp severally If an instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) continues to apply to P&WCorp; and (b) also applies to GenCorp in the same way as it applies to P&WCorp; and (c) applies to P&WCorp and GenCorp severally, not jointly; and (d) has effect as otherwise modified as specified in the Generation Business Register. 18 Electricity Reform Act 2000 generation licence (1) On and after 1 July 2014: (a) Part A of the existing licence: (i) does not apply to P&WCorp; and (ii) applies instead to GenCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (b) Part B of the existing licence continues to apply to P&WCorp and does not apply to GenCorp. (2) Part A of the existing licence as so applying to GenCorp and Part B of the existing licence as so applying to P&WCorp are taken, for all purposes, to be separate generation licences held individually by GenCorp and P&WCorp respectively. (3) In this regulation: existing licence means the generation licence held by P&WCorp dated 1 September 2010 as amended. generation licence means a licence granted under section 16 of the Electricity Reform Act 2000 for the generation of electricity.

Part 2 Power generation business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 7 19 Bundled contracts to apply to GenCorp and P&WCorp (1) If an instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) to the extent that it relates to generation matters: (i) does not apply to P&WCorp; and (ii) applies instead to GenCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (b) to the extent that it does not relate to generation matters – continues to apply to P&WCorp; and (c) has effect as otherwise modified as specified in the Generation Business Register. (2) In this regulation: generation matter means something that: (a) relates to: (i) an asset, liability, right or obligation of GenCorp; or (ii) the performance by GenCorp of a function mentioned in section 9 of the Power Generation Corporation Act 2014; and (b) is not excluded by subregulation (3). (3) If, in relation to an instrument, something is specified in the Generation Business Register as not being a generation matter, then in relation to that instrument the thing is excluded from being a generation matter. 20 Instruments to apply to GenCorp and P&WCorp to specified extent with modifications If an instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) applies to each of GenCorp and P&WCorp to the extent specified in the Generation Business Register; and (b) has effect as otherwise modified as specified in the Generation Business Register.

Part 2 Power generation business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 8 21 Internal instruments (1) If an internal instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) applies to each of GenCorp and P&WCorp to the extent specified in the Generation Business Register as if it were a contract between them; and (b) has effect as otherwise modified as specified in the Generation Business Register. (2) In this regulation: internal instrument, see section 53C(1)(b) of the Act. 22 Instruments to apply with necessary changes (1) To the extent that a transferred instrument applies to GenCorp, it has effect as modified by subregulations (2) and (3). (2) A reference in the transferred instrument to P&WCorp is modified to be or include (as the context requires) a reference to GenCorp. (3) The transferred instrument is modified to make such other changes as are necessary. 23 Instrument related rights (1) On and after 1 July 2014, a right in relation to a transferred instrument that would, but for this regulation, have been available to or against P&WCorp: (a) to the extent that the instrument applies to P&WCorp – continues to be available to or against P&WCorp; and (b) to the extent that, on 1 July 2014, the instrument ceased to apply to P&WCorp – is not available to or against P&WCorp; and (c) to the extent that the instrument applies to GenCorp – is available to or against GenCorp.

Part 2 Power generation business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 9 (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to an instrument is specified in the Generation Business Register as a right to which this paragraph applies – that right, to the extent specified in the Generation Business Register; (b) a right that is the subject of proceedings to which regulation 28, 29 or 30 applies. 24 Contracts to be retained by P&WCorp (1) If a contract is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the contract: (a) continues to apply to P&WCorp; and (b) has effect: (i) as modified by subregulations (2), (3) and (4); and (ii) as otherwise modified as specified in the Generation Business Register. (2) If, immediately before 1 July 2014, the contract contained a compensation clause in relation to costs incurred by P&WCorp, the clause is modified to apply in relation to costs incurred by P&WCorp or GenCorp. (3) If, immediately before 1 July 2014, the contract contained an affected asset clause relating to an asset owned or operated by P&WCorp, the clause is modified to apply in relation to an asset owned or operated by P&WCorp or GenCorp. (4) In this regulation: affected asset clause means a provision giving P&WCorp a right to cease performing, or modify the performance of, its obligations under the contract on the occurrence of an event affecting an asset. compensation clause means a provision requiring a party to the contract to compensate P&WCorp for costs incurred as a result of a breach of the contract by that party.

Part 2 Power generation business Division 6 Proceedings Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 10 25 Instruments to apply to P&WCorp with modifications If an instrument is included in the Generation Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) continues to apply to P&WCorp; and (b) has effect as otherwise modified as specified in the Generation Business Register. 26 Instruments may be amended etc. Subject to section 53F of the Act, the fact that an instrument is affected by this Division does not affect the right of any person or persons to amend, renew, replace or terminate the instrument. Division 5 Rights 27 Rights If a right is included in the Generation Business Register as a right to which this regulation applies, on and after 1 July 2014: (a) to the extent specified in the Generation Business Register – the right is not available to or against P&WCorp; and (b) to the extent that it is not available to or against P&WCorp – the right is available instead to or against GenCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. Division 6 Proceedings 28 GenCorp to replace P&WCorp as party If proceedings are included in the Generation Business Register as proceedings to which this regulation applies, on 1 July 2014: (a) P&WCorp ceases to be a party to the proceedings; and (b) GenCorp becomes a party to the proceedings in place of P&WCorp.

Part 2 Power generation business Division 7 General matters Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 11 29 GenCorp to be added as additional party If proceedings are included in the Generation Business Register as proceedings to which this regulation applies, on 1 July 2014: (a) GenCorp becomes a party to the proceedings to the extent specified in the Generation Business Register; and (b) P&WCorp continues as a party to the proceedings. 30 P&WCorp to remain as party If proceedings are included in the Generation Business Register as proceedings to which this regulation applies, P&WCorp continues as a party to the proceedings as if these Regulations had not been made. 31 Court etc. may make orders The person or body hearing proceedings to which regulation 28, 29 or 30 applies, may make any orders that are necessary or convenient to facilitate the change of parties to the proceedings. Division 7 General matters 32 Continuation of ongoing things (1) This regulation applies in relation to anything that: (a) relates to one of the following: (i) a transferred asset; (ii) a transferred liability; (iii) a transferred instrument; (iv) a right that is available to or against GenCorp under regulation 11, 15, 23 or 27; and (b) was done, or not done, by or in relation to P&WCorp before 1 July 2014; and (c) as at 1 July 2014 is of ongoing effect. (2) On and after 1 July 2014, the thing is taken to have been done, or not done, by or in relation to GenCorp. (3) However, this regulation does not apply in relation to a thing for which provision is made by another regulation in this Part.

Part 2 Power generation business Division 8 Employees Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 12 Division 8 Employees 33 P&WCorp to provide employees to GenCorp (1) The chief executive officer of P&WCorp may provide public sector employees employed in P&WCorp to the chief executive officer of GenCorp to enable GenCorp to perform its functions. (2) A public sector employee provided under subregulation (1): (a) remains an employee employed in P&WCorp; but (b) is subject to the direction of the chief executive officer of GenCorp in the day-to-day performance of the employee's duties. (3) For the purposes of the Public Sector Employment and Management Act 1993, providing public sector employees under subregulation (1) is taken to be a function of P&WCorp. (4) The chief executive officer of P&WCorp may, in writing, delegate any of his or her powers or functions under the Public Sector Employment and Management Act 1993 in relation to employees provided under subregulation (1) to: (a) the chief executive officer of GenCorp; or (b) an employee in GenCorp; or (c) an employee provided under subregulation (1). Note for regulation 33 The operation of the Public Sector Employment and Management Act 1993 is modified in its application to P&WCorp by section 7(2) of the Power and Water Corporation Act 1987 and in its application to GenCorp by section 8(2) of the Power Generation Corporation Act 2014. 34 Commissioner may make determinations The Commissioner for Public Employment may, in writing, determine all matters relating to the provision of public sector employees under regulation 33(1) as the Commissioner considers appropriate for giving effect to the purposes of these Regulations. 35 Expiry of Division This Division expires when the first of the following occurs: (a) an enterprise agreement covering public sector employees employed in GenCorp comes into operation under the Fair Work Act 2009 (Cth);

Part 3 Power retail business Division 2 Assets Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 13 (b) the 2010 – 2015 Power and Water Enterprise Agreement ceases to operate. Part 3 Power retail business Division 1 Minister's obligations 36 Minister to prepare Retail Business Register (1) Before 1 July 2014 the Minister must: (a) prepare a register (the Retail Business Register) of the assets, liabilities, instruments, rights and proceedings that are to be affected by Divisions 2 to 6; and (b) give a copy of the Retail Business Register to RetailCorp and P&WCorp. (2) The Minister cannot amend or revoke the Retail Business Register on or after 1 July 2014. 37 Retail Business Register to be available to interested persons (1) This regulation applies if: (a) a person requests a copy of all or part of the Retail Business Register from the Minister; and (b) the Minister is satisfied that the person has a proper interest in having access to the Retail Business Register. (2) The Minister must give the person a copy of so much of the Retail Business Register as relates to the person's interest. Division 2 Assets 38 Transfer of whole assets If an asset is included in the Retail Business Register as one to which this regulation applies, on 1 July 2014 the asset: (a) ceases to be an asset of P&WCorp; and (b) becomes an asset of RetailCorp.

Part 3 Power retail business Division 2 Assets Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 14 39 Transfer of part of assets If an asset is included in the Retail Business Register as one to which this regulation applies, on 1 July 2014 the part of the asset specified in the Retail Business Register: (a) ceases to be an asset of P&WCorp; and (b) becomes an asset of RetailCorp. 40 Consideration If an amount is included in the Retail Business Register as consideration to be provided by RetailCorp for a transferred asset, RetailCorp must provide the consideration on the terms specified in the Retail Business Register. 41 Accounting matters (1) If a value is ascribed to a transferred asset in the Retail Business Register, the value of the asset as at 1 July 2014 is that value. (2) If the Retail Business Register provides for the manner in which a transferred asset is to be dealt with in P&WCorp's or RetailCorp's accounts, P&WCorp or RetailCorp must deal with the asset in its accounts in that manner. 42 Asset related rights (1) On and after 1 July 2014, a right in relation to a transferred asset that would, but for this regulation, have been available to or against P&WCorp: (a) is not available to or against P&WCorp; and (b) is available instead to or against RetailCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to an asset is specified in the Retail Business Register as a right to which this paragraph applies – that right, to the extent specified in the Retail Business Register; (b) a right that is the subject of proceedings to which regulation 60, 61 or 62 applies.

Part 3 Power retail business Division 3 Liabilities Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 15 Division 3 Liabilities 43 Transfer of whole liabilities If a liability is included in the Retail Business Register as one to which this regulation applies, on 1 July 2014 the liability: (a) ceases to be a liability of P&WCorp; and (b) becomes a liability of RetailCorp. 44 Transfer of part of liabilities If a liability is included in the Retail Business Register as one to which this regulation applies, on 1 July 2014 the part of the liability specified in the Retail Business Register: (a) ceases to be a liability of P&WCorp; and (b) becomes a liability of RetailCorp. 45 Accounting matters (1) If a value is ascribed to a transferred liability in the Retail Business Register, the value of the liability as at 1 July 2014 is that value. (2) If the Retail Business Register provides for the manner in which a transferred liability is to be dealt with in P&WCorp's or RetailCorp's accounts, P&WCorp or RetailCorp must deal with the liability in its accounts in that manner. 46 Liability related rights (1) On and after 1 July 2014, a right in relation to a transferred liability that would, but for this regulation, have been available to or against P&WCorp: (a) is not available to or against P&WCorp; and (b) is available instead to or against RetailCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to a liability is specified in the Retail Business Register as a right to which this paragraph applies – that right, to the extent specified in the Retail Business Register;

Part 3 Power retail business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 16 (b) a right that is the subject of proceedings to which regulation 60, 61 or 62 applies. Division 4 Instruments 47 Instruments to apply to RetailCorp instead of P&WCorp If an instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) does not apply to P&WCorp; and (b) applies instead to RetailCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (c) has effect as otherwise modified as specified in the Retail Business Register. 48 Instruments to apply to RetailCorp and P&WCorp severally If an instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) continues to apply to P&WCorp; and (b) also applies to RetailCorp in the same way as it applies to P&WCorp; and (c) applies to P&WCorp and RetailCorp severally, not jointly; and (d) has effect as otherwise modified as specified in the Retail Business Register. 49 Electricity Reform Act 2000 retail licence (1) On and after 1 July 2014: (a) Part A of the existing licence: (i) does not apply to P&WCorp; and (ii) applies instead to RetailCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (b) Part B of the existing licence continues to apply to P&WCorp and does not apply to RetailCorp.

Part 3 Power retail business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 17 (2) Part A of the existing licence as so applying to RetailCorp and Part B of the existing licence as so applying to P&WCorp are taken, for all purposes, to be separate retail licences held individually by RetailCorp and P&WCorp respectively. (3) In this regulation: existing licence means the retail licence held by P&WCorp dated 31 March 2005 as amended. retail licence means a licence granted under section 16 of the Electricity Reform Act 2000 for the retail sale of electricity. 50 Statutory customer contracts (1) On and after 1 July 2014, the existing terms: (a) to the extent that they are a customer contract under section 47 of the Water Supply and Sewerage Services Act 2000 – continue to apply to P&WCorp; and (b) to the extent that they are standard terms and conditions under section 91 of the Electricity Reform Act 2000: (i) cease to apply to P&WCorp; and (ii) apply to RetailCorp in the same way as they would, but for this regulation, have applied to P&WCorp. (2) In this regulation: existing terms means the contractual terms and conditions in force immediately before 1 July 2014 as both: (a) its standard terms and conditions published in the Gazette under section 91 of the Electricity Reform Act 2000; and (b) its customer contract under section 47 of the Water Supply and Sewerage Services Act 2000. 51 Bundled contracts to apply to RetailCorp and P&WCorp (1) If an instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) to the extent that it relates to retail matters: (i) does not apply to P&WCorp; and

Part 3 Power retail business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 18 (ii) applies instead to RetailCorp in the same way as it would, but for this regulation, have applied to P&WCorp; and (b) to the extent that it does not relate to retail matters – continues to apply to P&WCorp; and (c) has effect as otherwise modified as specified in the Retail Business Register. (2) In this regulation: retail matter means something that: (a) relates to: (i) an asset, liability, right or obligation of RetailCorp; or (ii) the performance by RetailCorp of a function mentioned in section 9 of the Power Retail Corporation Act 2014; and (b) is not excluded by subregulation (3). (3) If, in relation to an instrument, something is specified in the Retail Business Register as not being a retail matter, then in relation to that instrument the thing is excluded from being a retail matter. 52 Instruments to apply to RetailCorp and P&WCorp to specified extent with modifications If an instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) applies to each of RetailCorp and P&WCorp to the extent specified in the Retail Business Register; and (b) has effect as otherwise modified as specified in the Retail Business Register. 53 Internal instruments (1) If an internal instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) applies to each of RetailCorp and P&WCorp to the extent specified in the Retail Business Register as if it were a contract between them; and

Part 3 Power retail business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 19 (b) has effect as otherwise modified as specified in the Retail Business Register. (2) In this regulation: internal instrument, see section 53C(1)(b) of the Act. 54 Instruments to apply with necessary changes (1) To the extent that a transferred instrument applies to RetailCorp, it has effect as modified by subregulations (2) and (3). (2) A reference in the transferred instrument to P&WCorp is modified to be or include (as the context requires) a reference to RetailCorp. (3) The transferred instrument is modified to make such other changes as are necessary. 55 Instrument related rights (1) On and after 1 July 2014, a right in relation to a transferred instrument that would, but for this regulation, have been available to or against P&WCorp: (a) to the extent that the instrument applies to P&WCorp – continues to be available to or against P&WCorp; and (b) to the extent that, on 1 July 2014, the instrument ceased to apply to P&WCorp – is not available to or against P&WCorp; and (c) to the extent that the instrument applies to RetailCorp – is available to or against RetailCorp. (2) Subregulation (1) does not apply in relation to either of the following: (a) if a right in relation to an instrument is specified in the Retail Business Register as a right to which this paragraph applies – that right, to the extent specified in the Retail Business Register; (b) a right that is the subject of proceedings to which regulation 60, 61 or 62 applies. 56 Contracts to be retained by P&WCorp (1) If a contract is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the contract: (a) continues to apply to P&WCorp; and

Part 3 Power retail business Division 4 Instruments Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 20 (b) has effect: (i) as modified by subregulations (2), (3) and (4); and (ii) as otherwise modified as specified in the Retail Business Register. (2) If, immediately before 1 July 2014, the contract contained a compensation clause in relation to costs incurred by P&WCorp, the clause is modified to apply in relation to costs incurred by P&WCorp or RetailCorp. (3) If, immediately before 1 July 2014, the contract contained an affected asset clause relating to an asset owned or operated by P&WCorp, the clause is modified to apply in relation to an asset owned or operated by P&WCorp or RetailCorp. (4) In this regulation: affected asset clause means a provision giving P&WCorp a right to cease performing, or modify the performance of, its obligations under the contract on the occurrence of an event affecting an asset. compensation clause means a provision requiring a party to the contract to compensate P&WCorp for costs incurred as a result of a breach of the contract by that party. 57 Instruments to apply to P&WCorp with modifications If an instrument is included in the Retail Business Register as one to which this regulation applies, on and after 1 July 2014 the instrument: (a) continues to apply to P&WCorp; and (b) has effect as otherwise modified as specified in the Retail Business Register. 58 Instruments may be amended etc. Subject to section 53F of the Act, the fact that an instrument is affected by this Division does not affect the right of any person or persons to amend, renew, replace or terminate the instrument.

Part 3 Power retail business Division 6 Proceedings Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 21 Division 5 Rights 59 Rights If a right is included in the Retail Business Register as a right to which this regulation applies, on and after 1 July 2014: (a) to the extent specified in the Retail Business Register – the right is not available to or against P&WCorp; and (b) to the extent that it is not available to or against P&WCorp – the right is available instead to or against RetailCorp in the same way as it would, but for this regulation, have been available to or against P&WCorp. Division 6 Proceedings 60 RetailCorp to replace P&WCorp as party If proceedings are included in the Retail Business Register as proceedings to which this regulation applies, on 1 July 2014: (a) P&WCorp ceases to be a party to the proceedings; and (b) RetailCorp becomes a party to the proceedings in place of P&WCorp. 61 RetailCorp to be added as additional party If proceedings are included in the Retail Business Register as proceedings to which this regulation applies, on 1 July 2014: (a) RetailCorp becomes a party to the proceedings to the extent specified in the Retail Business Register; and (b) P&WCorp continues as a party to the proceedings. 62 P&WCorp to remain as party If proceedings are included in the Retail Business Register as proceedings to which this regulation applies, P&WCorp continues as a party to the proceedings as if these Regulations had not been made. 63 Court etc. may make orders The person or body hearing proceedings to which regulation 60, 61 or 62 applies, may make any orders that are necessary or convenient to facilitate the change of parties to the proceedings.

Part 3 Power retail business Division 8 Employees Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 22 Division 7 General matters 64 Continuation of ongoing things (1) This regulation applies in relation to anything that: (a) relates to one of the following: (i) a transferred asset; (ii) a transferred liability; (iii) a transferred instrument; (iv) a right that is available to or against RetailCorp under regulation 42, 46, 55 or 59; and (b) was done, or not done, by or in relation to P&WCorp before 1 July 2014; and (c) as at 1 July 2014 is of ongoing effect. (2) On and after 1 July 2014, the thing is taken to have been done, or not done, by or in relation to RetailCorp. (3) However, this regulation does not apply in relation to a thing for which provision is made by another regulation in this Part. Division 8 Employees 65 P&WCorp to provide employees to RetailCorp (1) The chief executive officer of P&WCorp may provide public sector employees employed in P&WCorp to the chief executive officer of RetailCorp to enable RetailCorp to perform its functions. (2) A public sector employee provided under subregulation (1): (a) remains an employee employed in P&WCorp; but (b) is subject to the direction of the chief executive officer of RetailCorp in the day-to-day performance of the employee's duties. (3) For the purposes of the Public Sector Employment and Management Act 1993, providing public sector employees under subregulation (1) is taken to be a function of P&WCorp.

Part 3 Power retail business Division 8 Employees Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 23 (4) The chief executive officer of P&WCorp may, in writing, delegate any of his or her powers or functions under the Public Sector Employment and Management Act 1993 in relation to employees provided under subregulation (1) to: (a) the chief executive officer of RetailCorp; or (b) an employee in RetailCorp; or (c) an employee provided under subregulation (1). Note for regulation 65 The operation of the Public Sector Employment and Management Act 1993 is modified in its application to P&WCorp by section 7(2) of the Power and Water Corporation Act 1987 and in its application to RetailCorp by section 8(2) of the Power Retail Corporation Act 2014. 66 Commissioner may make determinations The Commissioner for Public Employment may, in writing, determine all matters relating to the provision of public sector employees under regulation 65(1) as the Commissioner considers appropriate for giving effect to the purposes of these Regulations. 67 Expiry of Division This Division expires when the first of the following occurs: (a) an enterprise agreement covering public sector employees employed in RetailCorp comes into operation under the Fair Work Act 2009 (Cth); (b) the 2010 – 2015 Power and Water Enterprise Agreement ceases to operate. .

ENDNOTES Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations 2014 24 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations (SL No. 17, 2014) Notified 30 June 2014 Commenced 30 June 2014 3 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to: rr 1, 3, 18, 19, 33, 49, 50, 51 and 65.

1 GOVERNMENT OWNED CORPORATIONS (POWER WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGS 2014

The Regulations are built around a small set of legal constructs and procedural devices, each recurring in both the generation and retail Parts.

Registers, and their status: The Generation Business Register and the Retail Business Register are mandatory ministerial instruments, to be prepared and delivered to the relevant corporations before 1 July 2014 (regs 5(1), 36(1)). Once prepared, the Minister may not amend or revoke the registers on or after 1 July 2014 (regs 5(2), 36(2)). The registers are classes-based documents in that a reference to something included in them includes reference to a thing in a class (regulation 4). Interested persons with a proper interest may obtain parts of a register from the Minister (regs 6, 37).

Transferred asset, transferred liability, transferred instrument: The Regulations define transferred asset, transferred liability and transferred instrument functionally: for each Part they mean assets, liabilities or instruments to which the specified transfer regulations apply (regulation 3 definitions). Transfers may be whole transfers or transfers of specified parts (regs 7-8, 12-13, 38-39, 43-44). Where the register specifies a consideration or ascribed value, GenCorp or RetailCorp must provide that consideration and must treat the value as the asset or liability value as at 1 July 2014 (regs 9-10, 14, 40-41, 44-45).

Instrument routing and modification categories: The Regulations establish multiple categories for how instruments listed in the registers will operate after the transfers. Instruments may be re-routed to apply to the new corporation instead of P&WCorp (regs 16, 47), to apply to both P&WCorp and the new corporation severally (regs 17, 48), to be split in effect by subject matter (bundled contracts that apply to generation/retail matters versus other matters, regs 19, 51), to apply to specified extents with modifications (regs 20, 52), or to be retained by P&WCorp with specified modifications (regs 24, 56, 25, 57). Internal instruments, as referenced to section 53C(1)(b) of the Government Owned Corporations Act 2001, may be made to operate between GenCorp/RetailCorp and P&WCorp as if they were contracts (regs 21, 53).

Licences and statutory terms: The Regulations split the existing generation and retail licences historically held by P&WCorp (defined in regs 18(3) and 49(3)), such that Part A of each existing licence is reallocated to the new corporation and Part B remains with P&WCorp (regs 18(1)-(2), 49(1)-(2)). For retail the Regulations also reallocate statutory customer contracts and standard terms under the Water Supply and Sewerage Services Act 2000 and the Electricity Reform Act 2000 respectively (regulation 50).

Rights and proceedings: Rights relating to transferred assets, liabilities or instruments are generally transferred to the new corporations so they become available to or against GenCorp or RetailCorp rather than P&WCorp, subject to enumerated exceptions including specified carve outs and ongoing proceedings (regs 11, 15, 23, 27, 42, 46, 55, 59). Proceedings listed in the registers are dealt with by replacement of the party, addition of the new corporation, or retention of P&WCorp; courts are empowered to make orders to facilitate party changes (regs 28-31, 60-63).

Employees and administrative bridging: The chief executive officer of P&WCorp may provide public sector employees to the CEOs of GenCorp and RetailCorp to enable those corporations to perform their functions (regs 33(1), 65(1)). Employees seconded remain legally employed by P&WCorp, but are subject to the direction of the receiving corporation in day-to-day duties (regs 33(2), 65(2)). The Commissioner for Public Employment may determine matters relating to the provision of employees (regs 34, 66). Each employee provision Division expires when an enterprise agreement covering employees of the new corporation comes into effect under the Fair Work Act 2009, or when the 2010-2015 Power and Water Enterprise Agreement ceases to operate (regs 35, 67).

Statutory cross-references: The Regulations operate by reference to multiple other statutory instruments. They are made under the Government Owned Corporations Act 2001, notably sections 53B and 53C as cited in the Regulations, and they modify application of the Public Sector Employment and Management Act 1993 in specified ways (see notes and reg 33(3)/65(3)). The text repeatedly refers to the existing licences and statutory customer contract regimes under the Electricity Reform Act 2000 and the Water Supply and Sewerage Services Act 2000 for reallocation of regulatory entitlements and obligations (regs 18, 49, 50).

Taken together, the registers plus the textual mapping rules in Divisions 2-8 of Parts 2 and 3 are the conceptual architecture: the registers specify items and the Divisions determine how to treat them on 1 July 2014 for legal, accounting, contractual and administrative purposes.

The Regulations identify and materially affect a discrete set of institutional actors, and indirectly affect counterparty and customer groups.

Primary government corporations:

P&WCorp, the Power and Water Corporation established by the Power and Water Corporation Act 1987, is the entity from which assets, liabilities, instruments and rights are moved and from which employees may be provided (regulation 3 definitions; Parts 2 and 3 generally). The Regulations are directed at changing P&WCorp's asset and contractual profile as at 1 July 2014.
GenCorp, the Power Generation Corporation established by the Power Generation Corporation Act 2014, is the recipient of those assets, liabilities, instruments, rights and proceedings identified in the Generation Business Register (regulation 3 definition, Part 2).
RetailCorp, the Power Retail Corporation established by the Power Retail Corporation Act 2014, is the recipient of those items identified in the Retail Business Register (regulation 3 definition, Part 3).

The Minister and Ministerial role:

The Minister is P&WCorp's shareholding Minister and has the duty to prepare the Generation Business Register and Retail Business Register and provide copies to GenCorp, RetailCorp and P&WCorp (regs 5(1)(a)-(b), 36(1)(a)-(b)). The Minister also controls limited disclosure to interested persons where a proper interest is shown (regs 6, 37). The registers are final once prepared and cannot be amended after 1 July 2014 (regs 5(2), 36(2)).

Counterparties and contract counterparties:

Parties to contracts and instruments listed in the registers are directly affected because the contractual counterparty may change automatically on 1 July 2014, or the contract may be modified to apply severally or in part to the new corporations or remain with P&WCorp with modifications (see regs 16-26 and 47-58, and regs 24, 56 on contracts retained by P&WCorp). Affected counterparties include suppliers, financiers, customers, operators and third parties with rights against or obligations to the corporations.

Customers and statutory contract beneficiaries:

Customers bound by statutory customer contracts or statutory standard terms are affected. Regulation 50 reallocates existing terms that are customer contracts under the Water Supply and Sewerage Services Act 2000 to P&WCorp while reallocating standard terms and conditions under section 91 of the Electricity Reform Act 2000 to RetailCorp. The practical effect is that retail customer-facing regulatory terms move to RetailCorp.

Regulators and licensing bodies:

Regulatory functions and licences under the Electricity Reform Act 2000 are affected, as the generation and retail licences formerly held by P&WCorp are allocated between GenCorp, RetailCorp and P&WCorp pursuant to regulations 18 and 49. Regulatory agencies administering those Acts will need to treat Part A and Part B as separate licences for the respective corporations.

Employees and industrial parties:

Public sector employees employed by P&WCorp who are provided to GenCorp or RetailCorp are affected. They remain employed by P&WCorp but are subject to the direction of the receiving corporation in day-to-day performance (regs 33(1)-(3), 65(1)-(3)). The Commissioner for Public Employment has power to make determinations concerning provision of those employees (regs 34, 66). Enterprise agreements and the 2010-2015 Power and Water Enterprise Agreement are relevant triggers for expiry of these provisions (regs 35, 67).

Courts and tribunals:

Courts and other bodies hearing proceedings listed in the registers are affected because parties may change automatically or by order, and the court may make necessary orders to facilitate changes of parties (regs 28-31, 60-63).

Interested members of the public and third parties:

Persons with a proper interest may request parts of the registers from the Minister and receive relevant extracts (regs 6, 37). Third parties whose rights relate to transferred assets, liabilities or instruments will be affected by the transfer of rights to GenCorp or RetailCorp (see regs 11, 15, 23, 27, 42, 46, 55, 59), subject to exceptions for rights expressly retained or for ongoing proceedings.

Collective effects:

The combination of statutory reassignments, accounting value fixation, and the delegation of employees shifts legal responsibility and control for generation and retail functions from P&WCorp to GenCorp and RetailCorp respectively for matters recorded in the registers. Counterparties, employees and regulators have to adjust to the new legal counterparties and continue performance or enforcement against different legal entities as of 1 July 2014.

The Regulations create a set of precise statutory duties and transfer the availability of rights. Many of these duties are directly traceable to specific regulations in Parts 2 and 3.

Ministerial duties:

Prepare the Generation Business Register and Retail Business Register before 1 July 2014, give copies to GenCorp, RetailCorp and P&WCorp (regs 5(1), 36(1)). Do not amend or revoke the registers on or after 1 July 2014 (regs 5(2), 36(2)). Provide extracts to persons with a proper interest (regs 6, 37).

Corporate duties to provide consideration and accounting treatment:

Where the registers specify an amount of consideration for a transferred asset, GenCorp or RetailCorp must provide that consideration on the terms specified in the relevant register (regulation 9 for GenCorp, regulation 40 for RetailCorp). Where the registers ascribe a value to a transferred asset or liability, that ascribed value is the official value as at 1 July 2014 for accounting purposes, and P&WCorp, GenCorp or RetailCorp must account for the item in their accounts in the prescribed manner if the register so provides (regs 10(1)-(2), 14(1)-(2), 41(1)-(2), 45(1)-(2)).

Duties about instruments and contracts:

Instruments identified in the Generation Business Register or Retail Business Register must be treated according to the category assigned in the registers, which can include: applying to the new corporation instead of P&WCorp (regs 16, 47); applying severally to P&WCorp and the new corporation (regs 17, 48); being split by subject matter (bundled contracts under regs 19, 51); being applied to specified extents with modifications (regs 20, 52); being treated as internal instruments applied as contracts between P&WCorp and the new corporation (regs 21, 53); or being retained by P&WCorp but modified to extend certain clauses to the new corporation (regs 24, 56). Instruments can also be modified to make necessary textual changes such as substituting references to P&WCorp for references to GenCorp or RetailCorp where applicable (regs 22, 54).

Rights transferred and rights retained:

Rights in relation to transferred assets, liabilities or instruments that would have been available to or against P&WCorp are, generally, made available instead to or against GenCorp or RetailCorp in the same manner (regulations 11, 15, 23, 27 for generation; 42, 46, 55, 59 for retail). However, each of those regulations preserves exceptions where a right is specified in the relevant register as retained to a stated extent, or where the right is the subject of proceedings listed for special treatment (the regulations repeatedly provide these carve outs).

Proceedings and court facilitation:

Where proceedings are included in the registers, the Regulations provide three mechanisms: replace P&WCorp with the new corporation as party on 1 July 2014 (regs 28, 60); add the new corporation as an additional party while retaining P&WCorp (regs 29, 61); or have P&WCorp remain as party as if the Regulations had not been made (regs 30, 62). The court or tribunal hearing the proceedings is empowered to make any orders necessary or convenient to facilitate the change of parties (regs 31, 63).

Employee-related duties and delegations:

The chief executive officer of P&WCorp may provide public sector employees to GenCorp and RetailCorp to enable them to perform their functions (regs 33(1), 65(1)). Those employees remain employed by P&WCorp but are subject to the direction of the receiving corporation in day-to-day duties (regs 33(2), 65(2)). The CEO of P&WCorp may delegate powers and functions under the Public Sector Employment and Management Act 1993 in relation to those employees to the CEO of GenCorp/RetailCorp or specified employees (regs 33(4), 65(4)). The Commissioner for Public Employment may determine matters relating to the provision of employees (regs 34, 66).

Limitations on amendment rights:

The Regulations state expressly that subject to section 53F of the Government Owned Corporations Act 2001, the fact an instrument is affected by the Division does not prevent amendment, renewal, replacement or termination of the instrument (regs 26, 58). This preserves external contractual amendment rights subject to the referenced statutory limit.

Practical operation of rights:

Rights and obligations may be split by subject matter in bundled contracts. For example, where a bundled instrument relates in part to generation matters, it will be treated as not applying to P&WCorp for the generation-related part and instead applying to GenCorp, but will continue to apply to P&WCorp for non-generation matters, with exclusions specified in the Generation Business Register (regulation 19). The retail equivalent is regulation 51.

Overall, the Regulations impose duties on the Minister to fix and disclose the registers, on GenCorp and RetailCorp to observe the registers (including providing specified consideration and accounting treatments), on P&WCorp to provide employees and to remain a contracting party where specified, and on courts to facilitate changes in proceedings. Rights formerly available to P&WCorp are reallocated to the relevant new corporation except where the registers or proceedings carve outs retain or otherwise specify treatment.

The Regulations themselves do not create a standalone penalty regime or criminal offences. They operate primarily by effecting statutory transfers, reassignments and modifications to legal rights and obligations by operation of the Regulations on specified dates, and by imposing certain affirmative duties on the Minister and on the recipient corporations to act according to the registers. Enforcement and remedial mechanisms therefore operate through ordinary civil and administrative law processes, and through courts and regulators rather than through administrative fines contained in the Regulations.

Court and tribunal powers:

The Regulations expressly empower the person or body hearing proceedings to make orders that are necessary or convenient to facilitate the change of parties where proceedings are subject to replacement or addition (regulations 31 and 63). This is an enabling enforcement mechanism so that litigation and dispute processes can be adjusted to reflect the statutory substitutions and additions the Registers produce (regs 28-31, 60-63).

Contractual and statutory remedies:

The Regulations modify which corporate entity is contractually liable or entitled following the transfers, and do so by statutory effect. Therefore existing contractual remedies, performance obligations, indemnities and security interests will operate against the new legal party where the Register routes the instrument or right to GenCorp or RetailCorp (see regs 16-26, 47-58, 11, 15, 23, 27, 42, 46, 55, 59). Parties seeking enforcement will pursue the usual remedies in contract and equity against the entity to which the right or obligation is assigned.

Regulatory enforcement:

The Regulations reallocate licences and statutory standard terms under the Electricity Reform Act 2000 and the Water Supply and Sewerage Services Act 2000 (regs 18, 49, 50). This reallocation will change which entity is subject to regulatory compliance and enforcement under those Acts. The Regulations make those reallocations effective for "all purposes" in the treatment of Part A and Part B as separate licences (regs 18(2), 49(2)), meaning regulators will enforce statutory obligations against the corporation identified by the registers.

Limits on amendment and the role of section 53F:

The Regulations preserve, subject to section 53F of the Government Owned Corporations Act 2001, the right of persons to amend, renew, replace or terminate an instrument affected by the Division (regs 26, 58). Section 53F is not reproduced here, but the Regulations signal that there are statutory limits outside the Regulations which may affect enforceability or the capacity to alter instruments post-transfer. The reference to section 53F is a pointer to additional statutory constraints that can affect enforcement or contractual alteration, and compliance advisers must consult that provision.

No express criminal sanctions:

There are no specific criminal penalties or pecuniary penalties contained in these Regulations for non-compliance. Enforcement is therefore through private contractual remedies, ordinary regulatory enforcement under other statutes affected by the reallocation (for example the Electricity Reform Act 2000), and court orders to facilitate procedural changes in litigation.

Administrative consequences:

Non-compliance with the Minister's duty to prepare and supply registers would be a failure to perform a statutory duty under the Regulations (regs 5, 36). The practical enforcement mechanism against the Minister would be administrative and judicial review remedies in the Territory’s administrative law framework, though no express mechanism is contained in the Regulations themselves.

In summary, enforcement is effected by statutory substitution of legal parties and rights, and by enabling courts and regulators to make the procedural changes necessary, rather than by a bespoke penalty schedule within the Regulations.

The Regulations are an exercise of powers under the Government Owned Corporations Act 2001 and expressly cross-refer and interact with several Territory and Commonwealth statutes. The Regulations themselves cite other Acts and modify their application by reassignment of licences, contracts, employees and statutory terms.

Primary enabling and cross-referenced provisions:

The Regulations are made for the purposes of section 53B(1) of the Government Owned Corporations Act 2001 as expressly mentioned in regulation 2 and through repeated references to section 53C(1)(b) and section 53F of that Act (see regulations 21(2), and regs 26, 58). The registers are instruments contemplated by that Part of the Act and the Regulations operate to effect transfers under that Part. Users must therefore consult sections 53B, 53C and 53F of the Government Owned Corporations Act 2001 to understand the outer limits and procedural context for the registers and any statutory restrictions on amendment.

Electricity Reform Act 2000 and licences:

The Regulations reallocate the existing generation and retail licences held by P&WCorp under the Electricity Reform Act 2000 by splitting them into Part A and Part B and allocating Part A to the new corporation while Part B remains with P&WCorp (regs 18(1)-(2), 49(1)-(2)). The Regulations take the reallocated parts to be separate licences for all purposes (regs 18(2), 49(2)). This reallocation will affect which entity is the licensed supplier and therefore will interact with the compliance and enforcement powers of the Electricity Reform Act 2000.

Water Supply and Sewerage Services Act 2000:

The Regulations allocate existing customer contracts under section 47 of the Water Supply and Sewerage Services Act 2000 to P&WCorp and shift statutory standard terms for electricity under the Electricity Reform Act to RetailCorp (regulation 50). That reallocation alters who is the statutory supplier for customer contract purposes.

Power Generation Corporation Act 2014 and Power Retail Corporation Act 2014:

GenCorp and RetailCorp are defined by reference to their establishing Acts (regulation 3). The new corporations’ functions are referred to, for example when determining what constitutes a generation matter or retail matter for the purpose of splitting bundled contracts (regs 19(2)(a)(ii), 51(2)(a)(ii)). To understand the functional remit of GenCorp and RetailCorp, their establishing Acts must be consulted, since the Regulations rely on the statutory functions set out there.

Public Sector Employment and Management Act 1993 and industrial law:

The Regulations modify how employee provision is to operate by expressly noting that providing public sector employees to GenCorp or RetailCorp is to be treated as a function of P&WCorp for the purposes of the Public Sector Employment and Management Act 1993 (regulations 33(3), 65(3)). The Regulations also permit the CEO of P&WCorp to delegate employment-related powers under that Act to the CEOs or employees of the new corporations (regs 33(4), 65(4)). The employee provisions expire when an enterprise agreement covering employees of the new corporations comes into operation under the Fair Work Act 2009 or when the 2010-2015 Power and Water Enterprise Agreement ceases to operate (regs 35, 67). Accordingly these Regulations interface with the Fair Work Act 2009 and the industrial agreement regime.

Interpretation Legislation Amendment Act 2018:

The endnotes record that general amendments of a formal nature were made by the Interpretation Legislation Amendment Act 2018 to certain regulations (rr 1, 3, 18, 19, 33, 49, 50, 51 and 65). This indicates that the Regulations have been subject to formal housekeeping amendments affecting cross-references or drafting, and that readers should consult the consolidated reprint and the amending Act for precise historical drafting changes.

Other statutory interactions:

The Regulations make repeated references to liabilities, rights and instruments without reproducing their governing statutory regimes, meaning the substantive operation of those transferred rights and liabilities will continue to be governed by their originating statutes, regulations and contractual terms, except insofar as the Registers and these Regulations expressly change the party to which the right or obligation applies. For example security interests, insolvency-related rights, taxation obligations and other statutory regimes will continue to apply to the legal entity that holds the asset or liability after transfer, meaning the regulatory, tax and insolvency consequences should be analysed in the context of those external Acts.

Overall interaction dynamic:

The Regulations do not create new substantive regulatory duties beyond the reallocation of legal status and the Ministerial duty to produce the Registers. Instead they operate as a legal mapping device that reroutes the application of existing statutory licences, contracts, employee arrangements and rights among P&WCorp, GenCorp and RetailCorp. Practical compliance thus requires reading the Registers together with the relevant external statutes identified in the Regulations.

The Regulations were made as the Government Owned Corporations (Power and Water Corporation Electricity Businesses Restructure) Regulations (SL No. 17, 2014). The endnotes record key dating and amendment information.

Commencement and notification:

The instrument was notified on 30 June 2014 and commenced on 30 June 2014 as recorded in the endnotes (Endnotes 2). Despite commencement on 30 June 2014, the substantive transfers and effects specified in the registers are operative on 1 July 2014, which is the effective date used throughout the text for transfers and reassignments (for example regs 7-8, 12-13, 16-17, 28, 60 refer to 1 July 2014).

Registral finality:

The Regulations impose a temporal constraint on the registers: the Minister must prepare the Generation Business Register and Retail Business Register before 1 July 2014 and deliver them to the relevant corporations (regs 5(1), 36(1)), and the Minister cannot amend or revoke either register on or after 1 July 2014 (regs 5(2), 36(2)). This creates a de facto cut-off for material decisions about asset and contract allocation.

Post-enactment amendment activity:

The endnotes indicate that "general amendments of a formal nature" were made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to a set of regulations: rr 1, 3, 18, 19, 33, 49, 50, 51 and 65 (Endnotes 3). The endnote describes these as formal amendments, which suggests typographical or drafting clarifications rather than substantive policy changes, but the specific nature of each amendment is not reproduced in the Regulations text here and must be verified by examining the amending Act and consolidated legislation reprints.

Expiry provisions and transitional expiry:

The Regulations include expiry triggers for the employee Divisions. Division 8 of Part 2 (employees provided to GenCorp) expires when either an enterprise agreement covering public sector employees in GenCorp comes into operation under the Fair Work Act 2009, or when the 2010-2015 Power and Water Enterprise Agreement ceases to operate (regulation 35). The parallel Division 8 of Part 3 (employees provided to RetailCorp) expires on the same type of triggers (regulation 67). These are conditional expiries rather than date-bound expiries, and they shift the legal employment relationship once enterprise bargaining outcomes or the prior agreement’s termination eventuate.

Absence of other amending history in the text:

Beyond the initial 2014 registration and the Interpretation Legislation Amendment Act 2018 formal amendments noted in Endnote 3, the Regulations themselves do not record further amendments. The reader should consult the official Territory legislation database for any subsequent amendments or repeals post the 2018 housekeeping changes.

Practical implication of amendment history:

The finality of the registers as at 1 July 2014 and the limited recorded amendments mean that the allocations effected on that date should be taken as stable, except for any formal corrections made under the 2018 amendment package. For any downstream changes to the allocation of assets, liabilities or instruments, parties must rely on standard contractual amendment processes, read together with section 53F of the Government Owned Corporations Act 2001 which the Regulations explicitly preserve as a constraint on instrument modification (regs 26, 58).

The Regulations, as reproduced, do not record any case law, judicial determinations or tribunal decisions. The instrument itself contains no named litigation or judicial interpretations. The only direct references to adjudicative intervention are procedural and facilitative:

Where proceedings are included in the registers, the Regulations provide for substitution or addition of parties, and expressly authorise the court or tribunal hearing the proceedings to make orders necessary or convenient to effect the change (regulations 28-31 for generation and 60-63 for retail). This is a procedural competence conferred on courts and tribunals rather than a record of prior litigation.
Several provisions carve out rights that are the subject of proceedings from the automatic transfer rules. For example, regulation 11(2) (asset-related rights), regulation 15(2) (liability-related rights) and regulation 23(2) (instrument-related rights) exclude rights that are the subject of proceedings to which regulations 28, 29 or 30 apply. The retail-side equivalents are regulations 42(2), 46(2) and 55(2), with corresponding proceedings rules at regulations 60-62. These carve outs show the Regulations were drafted to allow ongoing litigation to be handled discretely, but they do not record any specific litigation.
The Regulations’ insistence that courts may make orders to facilitate party changes (regs 31, 63) indicates an expectation that judicial procedural intervention may be necessary, but again the text contains no reports of such interventions having occurred.

Practical point for litigators:

Because the text of the Regulations contemplates and preserves proceedings and provides courts with facilitative powers, any litigation arising from transfers or disputes about whether a particular right, instrument or liability was correctly allocated will be litigated within the ordinary courts and tribunals. Evidence of the Register entries and the enabling Regulations will be central in such proceedings. Users should search Territory court databases for any subsequent judgments interpreting the Regulations, the registers, or disputes about particular allocations. None are recorded in the body of these Regulations.

In short, the Regulations themselves contain no litigation history. They are procedural and reallocation instruments that anticipate judicial facilitation but do not document prior or subsequent adjudications.

These Regulations effect a complex reallocation by reference to registers. Practical pitfalls arise principally from reliance on the register entries, the finality of registers after 1 July 2014, carve outs for proceedings and retained contracts, accounting and valuation fixes, and the employment transitional arrangements. The following are concrete gotchas that parties should check against the registers and the text.

Finality of registers:

The Minister cannot amend or revoke either the Generation Business Register or the Retail Business Register on or after 1 July 2014 (regs 5(2), 36(2)). That means any error or omission in a register prepared before the date is not correctable under the Regulations after 1 July 2014. Parties must therefore confirm the register entries and secure necessary corrections before the cut-off. The registers determine legal ownership, accounting value and contractual counterparties.

Partial transfers and valuation:

The Regulations permit transfers of only parts of assets or liabilities (regs 8, 13, 39, 44). Where only a part transfers, the specification in the register controls. That can lead to fragmentation of legal ownership that may not align with operational control or with security interests. Additionally, where a value is ascribed in the register, that value is fixed as the official book value as at 1 July 2014 (regs 10(1), 14(1), 41(1), 45(1)). Tax, depreciation, impairment, and third-party accounting consequences will follow the ascribed value for each party, so verification is critical.

Proceedings carve outs and timing:

Rights that are subject to proceedings to which the specified proceedings regulations apply are excluded from automatic transfer (see for example regs 11(2)(b), 15(2)(b), 23(2)(b) for generation). However, the Regulations also provide mechanisms to replace, add or retain parties in proceedings on 1 July 2014 (regs 28-31, 60-63). Practitioners should check whether a dispute involving an asset, liability or instrument is listed in the register and if so whether the register provides for substitution, addition, or retention, because that affects standing and remedies.

Bundled contracts and subject-matter splits:

Bundled contracts are split by reference to whether portions relate to generation/retail matters or to other matters (regs 19 and 51). The registers may specify exclusions from what constitutes a generation or retail matter (regs 19(3), 51(3)). Parties cannot assume a bundled contract transfers in whole; the portion relevant to the new corporation might transfer while other parts remain with P&WCorp. This can complicate performance obligations and cross-default provisions.

Contracts retained by P&WCorp with modified clauses:

Some contracts may be retained by P&WCorp but have compensation clauses or affected asset clauses modified to refer to P&WCorp or GenCorp/RetailCorp (regs 24(2)-(3), 56(2)-(3)). That modification can create contingent liabilities or rights that apply to both corporations and may cause disputes over whose performance is excused on an affected asset event.

Instrument application severally, not jointly:

The Regulations can make an instrument apply severally rather than jointly to P&WCorp and GenCorp/RetailCorp (regs 17(c), 48(c)). Applying severally can affect recourse under guarantees, security arrangements and liability sharing. Parties should explicitly check the registers for whether an instrument applies severally and what "as otherwise modified" language in the register does to the substance of obligations.

Employee secondment mechanics:

Public sector employees provided from P&WCorp to the new corporations remain employed by P&WCorp but are subject to the direction of the receiving corporation in day-to-day duties (regs 33(2), 65(2)). Their pay, entitlements and industrial status remain with P&WCorp unless and until enterprise agreements change this. The CEO of P&WCorp may delegate employment powers under the Public Sector Employment and Management Act 1993 to the receiving CEO or employees (regs 33(4), 65(4)). Employers should record delegations carefully to avoid confusion about disciplinary authority, payroll responsibility and liability for workplace incidents.

Licencing and regulatory compliance:

The split of Part A and Part B of the existing Electricity Reform Act licences into separate licences for GenCorp/RetailCorp and P&WCorp could create compliance traps if the parties or regulators misunderstand which obligations attach to which Part. The Regulations treat the redistributed licence parts as separate licences for all purposes (regs 18(2), 49(2)), so practitioners must map specific licence obligations to the Part allocated in the register.

Amendment and renewal rights limited by outside statute:

The Regulations preserve the right to amend, renew, replace or terminate instruments subject to section 53F of the Government Owned Corporations Act 2001 (regs 26, 58). Users must examine section 53F to see whether it constrains contractual amendment or other changes post-transfer.

Disclosure and confidentiality:

Interested persons with a proper interest may obtain parts of the registers (regs 6, 37). However, determining what constitutes a "proper interest" and what parts are disclosed can be a practical issue for counterparties seeking certainty. Entities should seek the necessary disclosures early.

Accounting and tax coordination:

Because the registers can fix accounting values as at 1 July 2014 (regs 10(1), 14(1), 41(1), 45(1)), accountants and tax advisers must coordinate to ensure the ascribed values are reflected appropriately in financial statements and tax returns. The statutory fixation may not match historic cost or market valuations, generating tax or accounting mismatches.

In sum, the single most important "gotcha" is that the registers are the operative source of the mapping and they are final after 1 July 2014. Parties must confirm the register entries, clarify how bundled contracts and retained contracts are treated, and align accounting, regulatory and employment consequences before the effective date.

Complying with these Regulations requires a coordinated legal, accounting and administrative response directed at understanding and operationalising the Generation Business Register and the Retail Business Register, and at implementing the legislative routing rules set out in Parts 2 and 3. The following is a practical compliance checklist grounded in the Regulations.

Obtain and review the registers:

If you are a counterparty, customer, financier, employee representative, regulator or an interested person with a proper interest, request the relevant parts of the Generation Business Register or Retail Business Register from the Minister as allowed by regulation 6 or 37. The Minister must provide the relevant portion if satisfied of a proper interest (regs 6(1)-(2), 37(1)-(2)).
Confirm whether the registers contain entries concerning specific assets, liabilities, instruments, rights or proceedings that affect you. Remember that a reference to something included in a register includes a class of things (regulation 4).

Confirm effective allocations and dates:

Check whether the item is a transferred asset/liability/instrument and whether it is transferred wholly or in part, because the transfer takes effect on 1 July 2014 (regs 7-8, 12-13, 16-17, 38-39, 43-44, 47-48). Note that the Regulations commenced on 30 June 2014 but the substantive transfers are effective 1 July 2014 as specified.

Follow accounting and consideration instructions:

If a value or consideration is ascribed in the register, ensure the value is used for accounting purposes as at 1 July 2014 and that any consideration payment obligations are observed by GenCorp or RetailCorp on the terms set out (regs 9-10, 14, 40-41, 45). Coordinate with accountants to reflect ascribed values in financial statements, tax returns and asset registers.

Review contract status and obligations:

Determine whether instruments listed in the register are to apply to the new corporation instead of P&WCorp, apply severally to both, be split by subject matter, apply to specified extents with modifications, or be retained by P&WCorp with modifications (regs 16-26, 47-58). Pay particular attention to bundled contracts (regs 19, 51) and to contracts retained by P&WCorp with modified compensation or affected asset clauses (regs 24, 56). Amend internal contract management systems to reflect the new counterparties and responsibilities.

Engage with counterparties and regulators:

Notify counterparties, financiers, suppliers and customers where necessary to confirm whether the new corporation is the proper contracting counterparty or whether their contract remains with P&WCorp in whole or in part. Notify regulators of licence reallocation under regs 18 and 49 so that regulatory compliance and reporting are directed to the correct corporation.

Address proceedings:

If proceedings involving assets, liabilities or instruments are listed in the registers, confirm whether the proceeding is to have P&WCorp replaced by the new corporation as party, whether the new corporation is to be added as an additional party, or whether P&WCorp is to remain as party (regs 28-31, 60-63). Seek procedural orders from the relevant court if necessary, using the power given by regs 31 and 63 to make orders to facilitate party changes.

Implement employee secondments and delegations:

If employees are to be provided from P&WCorp to GenCorp or RetailCorp, execute written provision records and delegation instruments as contemplated by regs 33(4) and 65(4) and obtain Commissioner's determinations if necessary under regs 34 and 66. Record who has day-to-day direction of the employee and who remains the legal employer for payroll and industrial relations purposes (regs 33(2), 65(2), 33(3), 65(3)). Monitor enterprise bargaining outcomes since the employee Divisions expire when enterprise agreements come into force or when the 2010-2015 agreement ceases (regs 35, 67).

Check statutory constraints:

Review section 53F of the Government Owned Corporations Act 2001 because the Regulations preserve amendment, renewal, replacement or termination rights subject to that section (regs 26, 58). Identify any statutory restrictions that may affect ability to vary instruments post-transfer.

Document delegations and liability allocations:

For any instruments that now apply severally to P&WCorp and the new corporation, document who is responsible for particular liabilities and who provides indemnities or guarantees. Where contracts retained by P&WCorp have been modified to refer to both corporations, document processes for cost allocation and dispute resolution.

Update corporate records and public registers:

Update titles, security registers, statutory registers, insurance certificates, licences, and public-facing materials to reflect the new legal owners and licence-holders. Ensure that security interests and registrations are updated to avoid unintended priority consequences after the transfer if permitted by the relevant security regimes.

Coordinate tax and transfer pricing:

Given the registers can fix accounting values and specify consideration, coordinate with tax advisers to understand the tax consequences of the transfer of assets and liabilities. Prepare documentation supporting the ascribed values and any consideration paid.

Plan for contingency and dispute:

Because the registers are final as at 1 July 2014, parties who identify errors should prepare to rely on contract amendment routes, negotiation or dispute resolution. For disputes about whether an item was correctly allocated, be ready to make applications to courts for orders under regs 31 or 63, or for other relief.

Retain evidence of the registers:

Keep certified copies of the relevant portions of the registers and any correspondence with the Minister concerning proper interest requests, because the register entries are dispositive for many legal consequences under the Regulations.

By following this checklist and integrating it into legal, finance and operations workflows, organisations can translate the statutory routing rules in these Regulations into practical post-transfer operations. Compliance hinges on early access to and careful scrutiny of the registers, coordination across legal, accounting and HR functions, and prompt notification of affected external parties.

GOVERNMENT OWNED CORPORATIONS (POWER WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGS 2014

Plain English Summary

Deep Dive

What it does

Current sections

GOVERNMENT OWNED CORPORATIONS (POWER WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGS 2014

Source text: opening excerpt

1 GOVERNMENT OWNED CORPORATIONS (POWER WATER CORPORATION ELECTRICITY BUSINESSES RESTRUCTURE) REGS 2014

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply