1South Australian Tourism Commission Act 1993

South Australia South Australian Tourism Commission Act 1993 An Act to promote tourism and the tourism industry in the State; to establish the South Australian Tourism Commission; and for other purposes.

Contents Part 1—Preliminary 1 Short title 3 Object 4 Interpretation Part 2—South Australian Tourism Commission Division 1—Establishment of Commission 5 Establishment of Commission Division 2—Board 6 Board to be governing body of Commission 7 Ministerial control Division 3—Chief Executive Officer 8 Chief Executive Officer Division 4—Board's membership and procedures 9 Composition of board 10 Conditions of membership 11 Vacancies or defects in appointment of directors 12 Remuneration 13 Proceedings 14 Conflict of interest under Public Sector (Honesty and Accountability) Act 16 Common seal and execution of documents 17 Delegation Division 5—Staffing arrangements 18A Staffing arrangements Part 3—Operations of Commission 19 Functions of Commission 20 Powers of Commission 21 Banking and investment Part 4—Miscellaneous 22 Budgets 23 Accounts and audit 24 Annual report 25 Protection of names 26 Regulations Legislative history Appendix—Divisional penalties and expiation fees

The Parliament of South Australia enacts as follows: Part 1—Preliminary 1—Short title This Act may be cited as the South Australian Tourism Commission Act 1993. 3—Object The object of this Act is to establish a statutory corporation to assist in securing economic and social benefits for the people of South Australia through— (a) the promotion of South Australia as a tourist destination, including to undertake, on behalf of the State, the promotion of events, festivals or other activities; and (b) the further development and improvement of the State's tourism industry. 4—Interpretation (1) In this Act, unless the contrary intention appears— board means the board of directors established as the governing body of the Commission under Part 2; Commission means the South Australian Tourism Commission established under Part 2; CEO means the Chief Executive Officer of the Commission; director means a person appointed or holding office as a member of the board under Part 2; employing authority means the person designated by proclamation as being the employing authority for the purposes of this definition; promote, in relation to an event, festival or other activity, includes support, organise or conduct. (2) A proclamation made for the purposes of the definition of employing authority— (a) may apply by reference to a specified person, or by reference to the person for the time being holding or acting in a specified office or position; and (b) may, from time to time as the Governor thinks fit, be varied or substituted by a new proclamation. Note— For definition of divisional penalties (and divisional expiation fees) see Appendix. Part 2—South Australian Tourism Commission Division 1—Establishment of Commission 5—Establishment of Commission (1) The South Australian Tourism Commission is established. (2) The Commission— (a) is a body corporate; and (b) has perpetual succession and a common seal; and (c) is capable of suing and being sued in its corporate name; and (ca) has all the powers of a natural person that are capable of being exercised by a body corporate; and (d) has the functions and powers assigned or conferred by or under this Act or any other Act. (3) The Commission is an instrumentality of the Crown and holds its property on behalf of the Crown. (4) If a document appears to bear the common seal of the Commission, it will be presumed, in the absence of proof to the contrary, that the common seal of the Commission was duly affixed to the document. Division 2—Board 6—Board to be governing body of Commission (1) A board of directors is established as the governing body of the Commission. (2) Anything done by the board in the administration of the Commission's affairs is binding on the Commission. 7—Ministerial control (1) The board is subject to control and direction by the Minister. (2) No Ministerial direction can be given to suppress information or recommendations from a report by the Commission under this Act. (3) The board must, in relation to each financial year, enter into a performance agreement with the Minister setting performance targets for the Commission that the board is to pursue in that financial year. (4) A Ministerial direction given during a particular financial year and the performance agreement for a particular financial year must be published in the report of the Commission for that financial year. Division 3—Chief Executive Officer 8—Chief Executive Officer (1) The office of Chief Executive Officer (CEO) of the Commission is established. (2) The CEO is, subject to the control and direction of the board, responsible for— (a) managing the staff and resources of the Commission; and (b) giving effect to the policies and decisions of the board. (3) The CEO is to be appointed by the Governor, on the recommendation of the Minister and the board, on terms and conditions determined by the Governor. Division 4—Board's membership and procedures 9—Composition of board (1) The board is to consist of not less than 7 and not more than 10 directors. (2) The CEO is to be a director ex officio and the remaining directors are to be appointed by the Governor. (3) The board's membership must include persons who have, in the Minister's opinion, appropriate expertise in the operation of tourism businesses, regional tourism, business and financial management, marketing, environmental management and industrial relations. (4) At least two directors must be women and at least two must be men. (5) One director will be appointed by the Governor to chair meetings of the board. (6) The Governor may appoint a person to be the deputy of a director, and a person so appointed may act as a director in the absence of that director. 10—Conditions of membership (1) A director (other than the CEO) will be appointed for a term, not exceeding three years, specified in the instrument of appointment and, at the expiration of a term of appointment, will be eligible for reappointment. (2) The Governor may remove a director (other than the CEO) from office— (a) for misconduct; or (b) for failure or incapacity to carry out the duties of his or her office satisfactorily; or (c) if serious irregularities have occurred in the conduct of the Commission's affairs or the board has failed to carry out its functions satisfactorily and the board's membership should, in the opinion of the Governor, be reconstituted for that reason. (3) The office of a director (other than the CEO) becomes vacant if the director— (a) dies; or (b) completes a term of office and is not reappointed; or (c) resigns by written notice to the Minister; or (d) is convicted of an indictable offence; or (e) is removed from office under subsection (2). 11—Vacancies or defects in appointment of directors An act of the board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a director. 12—Remuneration A director is entitled to such remuneration, allowances and expenses as may be determined by the Governor. 13—Proceedings (1) A quorum of the board consists of one half the total number of its members (ignoring any fraction resulting from the division) plus one. (2) The director appointed to chair meetings of the board will preside at meetings of the board or, in the absence of that director, a director chosen to preside by those present. (3) A decision carried by a majority of the votes cast by directors at a meeting is a decision of the board. (4) Each director present at a meeting of the board has one vote on any question arising for decision and, if the votes are equal, the director presiding at the meeting may exercise a casting vote. (5) A telephone or video conference between directors will, for the purposes of this section, be taken to be a meeting of the board at which the participating directors are present. (6) A proposed resolution of the board becomes a valid decision of the board despite the fact that it is not voted on at a meeting of the board if— (a) notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and (b) a majority of the directors express their concurrence in the proposed resolution by letter, telegram, telex, facsimile transmission or other written communication setting out the terms of the resolution. (7) The board must have accurate minutes kept of its proceedings. (8) Subject to this Act, the board may determine its own procedures. 14—Conflict of interest under Public Sector (Honesty and Accountability) Act A director will not be taken to have a direct or indirect interest in a matter for the purposes of the Public Sector (Honesty and Accountability) Act 1995 by reason only of the fact that the director has an interest in a matter that is shared in common with those engaged in or associated with the tourism industry generally, or a substantial section of those engaged in or associated with the tourism industry. 16—Common seal and execution of documents (1) The common seal of the Commission must not be affixed to a document except in pursuance of a decision of the board, and the affixing of the seal must be attested by the signatures of two directors. (2) The board may, by instrument under the common seal of the Commission, authorise a director, the CEO, a person employed under this Act (whether nominated by name or by office or title) or any other person to execute documents on behalf of the Commission subject to conditions and limitations (if any) specified in the instrument of authority. (3) Without limiting subsection (2), an authority may be given so as to authorise two or more persons to execute documents jointly on behalf of the Commission. (4) A document is duly executed by the Commission if— (a) the common seal of the Commission is affixed to the document in accordance with this section; or (b) the document is signed on behalf of the Commission by a person or persons in accordance with authority conferred under this section. 17—Delegation (1) The board may, by instrument in writing, delegate any of its functions or powers. (2) A function or power delegated under this section may, if the instrument of delegation so provides, be further delegated. (3) A delegation— (a) may be made subject to conditions and limitations specified in the instrument of delegation; and (b) is revocable at will and does not derogate from the power of the delegator to act in any matter. (4) A delegate must not act in any matter pursuant to the delegation in which the delegate has a direct or indirect pecuniary or personal interest. Penalty: Division 5 fine or division 5 imprisonment. (5) It is a defence to a charge of an offence against subsection (4) to prove that the defendant was, at the time of the alleged offence, unaware of his or her interest in the matter. Division 5—Staffing arrangements 18A—Staffing arrangements (1) The employing authority may employ staff to perform functions in connection with the operations or activities of the Commission. (2) The terms and conditions of employment of a person under subsection (1) will be determined by the employing authority. (3) A person employed under this section will be taken to be employed by or on behalf of the Crown (but will not be employed in the Public Service of the State unless brought into an administrative unit under the Public Sector Act 2009). (4) The employing authority may direct a person employed under this section to perform functions in connection with the operations or activities of a public sector agency specified by the employing authority (and the person must comply with that direction). (5) The employing authority is, in acting under this section, subject to direction by the Minister. (6) However, no Ministerial direction may be given by the Minister relating to the appointment, transfer, remuneration, discipline or termination of a particular person. (7) The employing authority may delegate a power or function under this section. (8) A delegation under subsection (7)— (a) must be by instrument in writing; and (b) may be made to a body or person (including a person for the time being holding or acting in a specified office or position); and (c) may be unconditional or subject to conditions; and (d) may, if the instrument of delegation so provides, allow for the further delegation of a power or function that has been delegated; and (e) does not derogate from the power of the employing authority to act personally in any matter; and (f) may be revoked at any time by the employing authority. (9) A change in the person who constitutes the employing authority under this Act will not affect the continuity of employment of a person under this section. (10) The Commission must, at the direction of the Minister, the Treasurer or the employing authority, make payments with respect to any matter arising in connection with the employment of a person under this section (including, but not limited to, payments with respect to salary or other aspects of remuneration, leave entitlements, superannuation contributions, taxation liabilities, workers compensation payments, termination payments, public liability insurance and vicarious liabilities). (11) The Commission does not have the power to employ any person. (12) The Commission may, under an arrangement established by the Minister administering an administrative unit, make use of the services or staff of that administrative unit. (13) In this section— public sector agency has the same meaning as in the Public Sector Act 2009. Part 3—Operations of Commission 19—Functions of Commission (1) The Commission has the following functions: (a) to promote South Australia (internationally and domestically) as a tourist destination; (b) to identify tourism opportunities for the State (including opportunities for events and festivals, regional tourism and cultural tourism); (ba) to promote such events, festivals or other activities in the State as are consistent with the object of this Act; (c) to contribute to the preparation and implementation of economic development plans for or relating to the tourism industry of the State; (d) to prepare a plan or series of plans (consistent with relevant economic development plans) for tourism promotion for the State and formulate policies and strategies for implementation of the plan or plans by government, industry and community action; (e) to encourage industry participation in and financial support for co-operative tourism marketing programmes; (f) to assist regional bodies engaged in tourism promotion; (g) to ensure the provision of appropriate tourism and travel information and booking services; (h) to work with and provide advice to operators for improvement of the quality of tourism services and products; (i) to encourage government, industry and community action to enhance visitors' experiences of the State; (j) to advise and provide reports to the Minister on matters relating to tourism and the tourism industry of the State; (k) to carry out any other functions assigned to the Commission by the Minister, or conferred on the Commission under another Act, that are consistent with the object of this Act. (2) The Commission must carry out its functions— (a) in consultation with the Minister; and (b) in co-operation with other Government agencies, industry, local government and relevant regional and community bodies or groups. (3) The Commission must ensure that its plans and initiatives are consistent with and give effect to the Government's economic development, social, employment and environmental objectives. 20—Powers of Commission (1) The Commission has the powers necessary or incidental to the performance of its functions. (2) The Commission may, for example— (a) enter into any form of contract or arrangement; and (c) engage consultants or other contractors; and (d) provide services within areas of the Commission's expertise on terms and conditions with respect to the payment of fees or any other matter as determined by the Commission; and (e) establish committees (consisting of directors, other persons or a combination of directors and others) and assign to the committees advisory functions or delegated powers. 21—Banking and investment (1) The Commission may establish and operate ADI accounts. (2) Any money of the Commission that is not immediately required for the purposes of the Commission may be invested in a manner approved by the Treasurer. Part 4—Miscellaneous 22—Budgets (1) The Commission must, as required by the Minister, submit to the Minister budgets setting out estimates of the Commission's future income and expenditure. (2) The Minister may approve a budget submitted under this section with or without modification. (3) The Commission may not expend money unless provision for the expenditure is made in a budget approved under this section or unless the expenditure is approved by the Minister. 23—Accounts and audit (1) The Commission must cause proper accounting records to be kept in relation to its financial affairs, and must have annual statements of account prepared in respect of each financial year. (2) The accounting records and the statements of account must comply with— (a) any instructions of the Treasurer under section 41 of the Public Finance and Audit Act 1987; and (b) any further requirements imposed by the Auditor-General. (3) The Auditor-General may at any time audit the accounts of the Commission and must audit the annual statements of account. 24—Annual report (1) The Commission must, on or before 30 September in every year, forward to the Minister a report on the Commission's operations for the preceding financial year. (2) The report must contain— (a) the audited statements of account of the Commission for the preceding financial year; and (b) a report on— (i) the state of tourism and the tourism industry in the State; and (ii) the Commission's plans and the extent to which they have been implemented; and (iii) the extent to which the Commission met the targets set in the performance agreement for the preceding financial year; and (c) any other information required by or under the provisions of this Act or any other Act. (3) The Minister must, within 12 sitting days after receiving a report under this section, have copies of the report laid before both Houses of Parliament. 25—Protection of names (1) The Commission may, if it so determines, conduct its operations or any part of its operations under a name (other than the South Australian Tourism Commission) prescribed by regulation. (2) The Commission has a proprietary interest in— (a) the name "South Australian Tourism Commission"; and (b) any other name prescribed by regulation for the purposes of this section. (3) A person who, without the consent of the Commission, in the course of a trade or business, uses a name in which the Commission has a proprietary interest under this section for the purpose of promoting the sale of services or the provision of any benefits is guilty of an offence. Maximum penalty: $10 000. (4) A consent under subsection (3) may be given with or without conditions. (5) The Supreme Court may, on the application of the Commission, grant an injunction to restrain a breach of this section. (6) The court by which a person is convicted of an offence against this section may, on the application of the Commission, order the convicted person to pay compensation to the Commission of an amount fixed by the court. (7) Subsections (5) and (6) do not derogate from any civil remedy that may be available to the Commission apart from those subsections. 26—Regulations (1) The Governor may make regulations for the purposes of this Act. (2) A regulation may impose a fine, not exceeding $2 500, for breach of the regulation. Legislative history Notes • Please note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete. • Earlier versions of this Act (historical versions) are listed at the end of the legislative history. • For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or . Principal Act and amendments New entries appear in bold. Year No Title Assent Commencement 1993 26 South Australian Tourism Commission Act 1993 29.4.1993 1.7.1993 (Gazette 27.5.1993 p1753) 1999 33 Financial Sector Reform (South Australia) Act 1999 17.6.1999 Sch (item 54)—1.7.1999 being the date specified under s 3(16) of the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 of the Commonwealth as the transfer date for the purposes of that Act: s 2(2) 2006 41 Statutes Amendment (Public Sector Employment) Act 2006 14.12.2006 Pt 22 (ss 99—102)—1.4.2007 (Gazette 29.3.2007 p930) 2009 84 Statutes Amendment (Public Sector Consequential Amendments) Act 2009 10.12.2009 Pt 143 (ss 327—329)—1.2.2010 (Gazette 28.1.2010 p320) 2015 8 Statutes Amendment (Boards and Committees—Abolition and Reform) Act 2015 18.6.2015 Pt 36 (ss 231—236)—1.7.2015 (Gazette 25.6.2015 p3076) Provisions amended New entries appear in bold. Entries that relate to provisions that have been deleted appear in italics. Provision How varied Commencement Pt 1