Part 5Subsidiaries and indirect or joint operations

Part 5—Subsidiaries and indirect or joint operations 23—Formation etc of subsidiary companies (1) A public corporation must not, without the approval of the Treasurer— (a) form a subsidiary company; or (b) acquire, or enter into any arrangement under which it will at a future time or would on the happening of some contingency hold, relevant interests in shares in a company such that the company becomes a subsidiary of the corporation. (2) The Treasurer may, as a condition of approval under this section, or by direction, require a public corporation to take steps to include in a subsidiary company's memorandum or articles of association such provisions as the Treasurer considers appropriate— (a) imposing limitations on the nature or scope of the company's operations; or (b) imposing other controls or practices, consistent with those applicable to the corporation. 24—Formation of subsidiary by regulation (1) The Governor may, by regulation, establish a body corporate as a subsidiary of a public corporation to which this section applies. (2) Regulations establishing a subsidiary of a public corporation— (a) must name the body; and (b) must constitute a board of directors as the body's governing body and provide for the appointment, term and conditions of office and removal of the directors; and (c) must provide for the procedures governing the board's proceedings; and (d) may limit the powers and functions of the body; and (da) may confer jurisdiction on a court or tribunal to review decisions or activities of the body; and (e) may make any other provision (not inconsistent with this Act or the public corporation's incorporating Act) that is necessary or expedient for the purposes of the subsidiary. (3) Subject to any limitations in the regulations establishing the subsidiary and any directions given by its parent corporation, the powers and functions of a subsidiary of a public corporation established by regulation under this section are the same as those of the public corporation. (4) A subsidiary of a public corporation established by regulation under this section is an instrumentality of the Crown and holds its property on behalf of the Crown. (5) If a regulation establishing a subsidiary of a public corporation under this section is disallowed by either House of Parliament, the assets and liabilities of the subsidiary become assets and liabilities of the public corporation. 25—Dissolution of subsidiary established by regulation (1) The Governor may, by regulation, dissolve a subsidiary established by regulation under this Part. (2) The regulations may— (a) provide for the disposition of the assets and liabilities of the subsidiary; and (b) make any transitional or other provision that is necessary or expedient in connection with the dissolution of the subsidiary. (3) Notwithstanding subsection (2), on the dissolution of a subsidiary under this section, the liabilities of the subsidiary become liabilities of its parent corporation subject to any provision made by regulation transferring the liabilities to the Crown or some other instrumentality of the Crown. 26—Guarantee or indemnity for subsidiary subject to Treasurer's approval A public corporation must not, without the approval of the Treasurer, give a guarantee or provide an indemnity in respect of liabilities of a company that is a subsidiary of the corporation. 27—Indirect or joint operations by public corporations A public corporation must not, without the approval of the Treasurer, establish a trust scheme or a partnership or other scheme or arrangement for sharing of profits or joint venture with another person or undertake any operations or transactions pursuant to such a scheme or arrangement.