Superannuation Administration Authority Corporatisation Act 1999

Statutory State owned corporation. The Corporation is a statutory SOC under section 5(2) of this Act, meaning it is listed in Schedule 5 of the State Owned Corporations Act 1989. That Act’s provisions apply subject to specific modifications made by this Act, particularly in Schedule 3. The Corporation has the legal capacity and powers of a SOC, shares issued to the Treasurer and another Minister, a board, a CEO, and is subject to statements of corporate intent, annual reporting, dividends and tax-equivalent payments, government guarantees, and director duties under the SOC Act.

Functions of the Corporation. Section 7(2) states the principal functions are the development, promotion and conduct of its business of providing superannuation scheme administration and related services. Section 7(3) gives a non-exhaustive list including collecting contributions, keeping member records, providing information and advice, preparing financial statements on behalf of trustees, and processing claims and benefits. Section 7(3A) extends these services to financial service providers, with a corresponding list in section 7(3B): collecting payments on behalf of financial service providers, providing information and advice to clients, keeping client records, preparing financial statements, and processing claims and transactions. The Corporation also has functions prescribed by regulation under section 7(3C). Section 7(4) states these functions are not limited but are subject to this Act, the SOC Act, the Superannuation Administration Act 1996 and any other Act or law.

Transfer of undertakings. The Act uses three transfer mechanisms. Under section 8, general assets, rights and liabilities vest automatically in the Corporation on dissolution. Under section 9, the Minister may, on or before dissolution, transfer specified assets, rights and liabilities to the Ministerial Holding Corporation or any other person on behalf of the State. Under section 10, the Minister may, within 12 months of dissolution, transfer from the Corporation any assets, rights and liabilities that were originally transferred from SAA, back to the Ministerial Holding Corporation or another person on behalf of the State. Schedule 1 applies to all three transfers, providing that vesting occurs by force of the Act without any further instrument, references to the transferor are read as references to the transferee, and pending proceedings are taken over. Clause 4 of Schedule 1 provides that the transfer does not constitute a breach of contract, confidence, or civil wrong, and does not trigger default clauses. No compensation is payable unless the relevant order provides otherwise (clause 4(5)).

Staff transfer. Schedule 2 transfers former SAA staff to the Corporation under clause 3. The CEO of SAA ceases to hold that office and is eligible to be appointed as CEO of the Corporation (clause 2). Staff retain accrued leave (clause 5) and are employed under the same awards and agreements that applied before transfer until new arrangements are made (clause 4). Clause 6 prohibits any payment or benefit merely because of ceasing to be SAA staff.

Confidentiality. Section 12 overrides section 29 of the State Owned Corporations Act 1989: the board is not required to supply to voting shareholders or the portfolio Minister any information relating to an individual member of a superannuation scheme, and must not furnish such information without the member’s consent.

Savings and transitional. Schedule 6 provides that the Corporation is for all purposes, including private international law, a continuation of and the same legal entity as SAA (clause 7). References in other Acts or instruments to the Superannuation Administration Authority are taken to be references to the Corporation (clause 2). Regulations may contain savings or transitional provisions with retrospective effect, but not so as to prejudicially affect rights of any person other than the State, SAA, the Corporation or a State authority (clause 1(4)).

The Act directly affects the employees and former employees of the SAA. All former SAA staff are transferred to the Corporation under Schedule 2, clause 3, and become employees of the Corporation on the day of dissolution. Their conditions of employment are initially preserved by clause 4, but they are subject to the Corporation’s power to make new arrangements. The CEO of SAA loses that office under clause 2(1) and is eligible for appointment as CEO of the Corporation but receives no compensation for loss of office except as provided by Part 2A of the Public Sector Management Act 1988 (clause 2(2)-(3)). Staff cannot claim dual benefits for the same period of service under clause 6(3).

The Act affects members of superannuation schemes administered by the SAA and now by the Corporation. Section 12 protects their privacy: the board cannot provide individual member information to voting shareholders or the portfolio Minister, and cannot disclose it without consent. Members also benefit from the continuity provisions in Schedule 6, clause 7, which ensures the Corporation is the same legal entity as SAA for all purposes, so members’ rights and entitlements are unaffected by the dissolution.

Financial service providers are affected because the Corporation can now provide administration and related services to them under section 7(3A)-(3B). This expands the Corporation’s client base beyond superannuation scheme trustees.

The Ministerial Holding Corporation, constituted under section 37B of the State Owned Corporations Act 1989, is affected as a potential transferee of assets, rights and liabilities under sections 9 and 10. The Minister can also transfer assets, rights and liabilities to any other person on behalf of the State.

The voting shareholders (the Treasurer and another Minister as per the SOC Act) are affected by the special board composition in Schedule 3. They appoint at least 3 and not more than 6 directors under clause 1(1)(c) and may appoint a chairperson under clause 1(3). They can remove directors or the chairperson at any time for any reason at a duly convened meeting under clause 1(5). The board is accountable to them under clause 1(4).

Directors of the Corporation are affected by eligibility restrictions in Schedule 3, clause 1(6): a person cannot be a director if they are a member of the Board of FSS Trustee Corporation or SAS Trustee Corporation. The CEO is automatically a director under clause 1(1)(a). The special provisions in clause 2 of Schedule 3 disapply certain provisions of Schedule 8 of the State Owned Corporations Act 1989, affecting the board’s constitution and procedure.

Duties of the board. The board must act in accordance with Part 4 of the State Owned Corporations Act 1989 and the Corporation’s constitution, as provided by Schedule 3, clause 1(4). It must also comply with the special management provisions of Schedule 3, which override certain standard SOC Act provisions. For example, the board must not include a director who is a member of the FSS Trustee Corporation or SAS Trustee Corporation boards (clause 1(6)). The board must appoint the CEO after consultation with voting shareholders (clause 3(1)) and may remove the CEO only after such consultation (clause 3(2)). The board must also comply with the confidentiality restriction in section 12: it must not supply any information relating to an individual superannuation scheme member to the voting shareholders or portfolio Minister except with the member’s consent. The board is also subject to the duties and liabilities of directors under Part 5 of the State Owned Corporations Act 1989, as referred to in the note to section 5.

Rights of former SAA staff. Under Schedule 2, clause 4(1), transferred staff are entitled to be employed in accordance with the statutory provisions, awards, agreements and determinations that applied before transfer, until other provision is duly made. They retain accrued leave rights under clause 5. However, clause 4(2) makes clear that section 36(1) of the State Owned Corporations Act 1989 applies, meaning Part 7 of Chapter 2 of the Industrial Relations Act 1996 does not apply to the Corporation or its subsidiaries. Staff also have the right not to have their conditions reduced by the transfer itself, because Schedule 2, clause 6 provides no payment out on transfer, but this is a protection for the Corporation rather than a benefit for staff; it prevents staff from claiming a payout merely because they cease to be SAA employees.

Rights of transferees under asset transfers. The Corporation (as transferee under section 8) and the Ministerial Holding Corporation or other persons (under sections 9 and 10) take assets, rights and liabilities beneficially by operation of Schedule 1, clause 3. They acquire all related proceedings, instruments and references automatically. The transfer does not constitute a breach of contract or give rise to any remedy under clause 4(1)-(2), and no attornment by lessees is required under clause 4(3). The Minister may confirm a transfer by written notice, which is conclusive evidence under clause 8.

Minister’s powers. The Minister may make orders under sections 9 and 10 specifying which assets, rights and liabilities are transferred and on what terms. The Minister may also specify consideration for transfers under Schedule 1, clause 6. The Minister’s certificate under Schedule 1, clause 7(b) can exempt things from duty in consequence of a transfer.

Rights of superannuation scheme members. Members have a statutory right under section 12 that their personal information not be disclosed without consent. This duty binds the board directly and cannot be overridden by the voting shareholders or portfolio Minister.

The Act itself does not create any specific penalty provisions for non-compliance. Section 15 gives the Governor power to make regulations for carrying out or giving effect to the Act, and such regulations could create offences, but no penalty is prescribed in the Act. The enforcement consequences arise primarily from the State Owned Corporations Act 1989, which applies to the Corporation. That Act contains provisions on the duties and liabilities of directors (Part 5), which include civil and criminal penalties for breach of director’s duties, similar to those under the Corporations Act 2001. Directors of the Corporation are subject to those provisions as noted in the note to section 5 of this Act. The note specifically refers to Part 5 of the SOC Act dealing with miscellaneous matters including duties and liabilities of directors.

The confidentiality obligation in section 12 is a statutory duty. A breach by the board in providing member information without consent would expose the Corporation and possibly its directors to legal action by the affected member. The Act does not specify a penalty, but common law remedies for breach of statutory duty, or for breach of confidence, could apply. The Public Finance and Audit Act 1983 continues to apply for audit purposes under Schedule 6, clause 6, with the Corporation as successor to SAA; non-compliance with audit obligations could have consequences under that Act.

The transfer provisions in Schedule 1, clause 4(5) provide that no compensation is payable to any person in connection with a transfer except as provided by an order under section 9 or 10. That is a limitation on liability rather than a penalty. If the Minister makes an order that provides for compensation, then that compensation is payable.

The regulations made under section 15 could provide for penalties for failure to comply with prescribed matters, but no such regulations are included in the source text. Similarly, the State Owned Corporations Act 1989 provides for penalties for failure to comply with statements of corporate intent or reporting requirements, but those are not detailed in this Act.

The Act’s enforcement mechanisms are therefore indirect. The main risk for directors and officers is liability under the SOC Act for breach of duty, and potential common law claims by members for breach of confidence if section 12 is contravened. The voting shareholders have removal powers under Schedule 3, clause 1(5) as a governance enforcement tool: they can remove a director or the chairperson at any time for any or no reason without notice.

State Owned Corporations Act 1989. This is the primary interacting Act. Section 5(2) adds the Corporation to Schedule 5 of that Act, making it a statutory SOC. The note to section 5 lists the key provisions that apply: Part 3 on status, Corporations Act 2001 application, shares, board, CEO, staff, ministerial directions (including non-commercial activities and public sector policies), memorandum and articles, dividends and tax-equivalent payments, government guarantees, asset sale or disposal, and legal capacity. Part 4 of the SOC Act on accountability (statements of corporate intent, annual reports, accounts) applies. Part 5 on miscellaneous matters (duties and liabilities of directors, public sector legislation) applies. However, this Act overrides several SOC Act provisions: section 12 overrides section 29 of the SOC Act concerning member confidentiality. Schedule 3, clause 2(2) disapplies section 20J, and clauses 2(1)-(2) and 7(1)(d) and (2) of Schedule 8 of the SOC Act. Schedule 3, clause 3(7) disapplies section 20K and clauses 2, 3 and 6 of Schedule 9 of the SOC Act regarding the CEO. Schedule 3, clause 2(3) provides that clause 6 of Schedule 8 of the SOC Act (remuneration) does not apply to the CEO as a director. The SOC Act definitions apply via section 3(2) of this Act.

Superannuation Administration Act 1996. Section 7(4) states the Corporation’s functions are subject to that Act. Section 3(1) defines SAA by reference to that Act. The dissolution of SAA under section 4(1) is the trigger for the whole corporate structure.

Corporations Act 2001 (Commonwealth). The note to section 5 states that Part 3 of the State Owned Corporations Act 1989 contains provisions relating to the application of the Commonwealth Corporations Act 2001. The Corporation is subject to that Act as modified by the SOC Act.

Industrial Relations Act 1996. Schedule 2, clause 4(2) provides that section 36(1) of the State Owned Corporations Act 1989 applies, meaning Part 7 of Chapter 2 of the Industrial Relations Act 1996 does not apply to the Corporation or any subsidiary. This exempts the Corporation from certain industrial relations provisions.

Government Sector Employment Act 2013. Schedule 3, clause 3(5) provides that the Government Sector Employment Act 2013 (including Part 6) does not apply to the chief executive officer of the Corporation. This removes the CEO from the general public sector employment framework.

Public Sector Management Act 1988. Schedule 2, clause 2(3) applies Part 2A of that Act to the former CEO of SAA regarding compensation for loss of office, as if they had ceased to be an executive officer under section 42Q(4) of that Act.

Public Finance and Audit Act 1983. Schedule 6, clause 6 provides that for the application of section 43A (General audit of former statutory bodies) to SAA, the Corporation is taken to be the successor. Schedule 6, clause 5 provides for the final annual report of SAA under the Annual Reports (Statutory Bodies) Act 1984.

Annual Reports (Statutory Bodies) Act 1984. Schedule 6, clause 5(1) requires the final annual report of SAA to be prepared in accordance with that Act, as if the financial year ended on the day of dissolution. Clause 5(5) provides that the report need not contain information that would have related to the next financial year.

Regulations. Section 15 allows the Governor to make regulations for any matter required or permitted to be prescribed or necessary to give effect to this Act. Regulations may contain savings or transitional provisions with possible retrospective effect, subject to the limitations in Schedule 6, clause 1(4) (no prejudicial effect on third party rights).

The Act’s source text includes amendment annotations. Section 5 was amended by 2001 No 34, Schedule 4.60 (updating the reference to the Corporations Act 2001 following the enactment of that Commonwealth Act). Section 6 was repealed by 2010 No 121, Schedule 1[1], removing an obsolete provision. Section 7 was amended by 2010 No 121, Schedule 1[2]-[5], which expanded the Corporation’s functions to include providing administration and related services to financial service providers, inserting new subsections (3A)-(3C) and adjusting the heading and cross-references. Section 13 was repealed by 2009 No 54, Schedule 2.48. Sections 16 and 17 were repealed by 2005 No 64, Schedule 3. Schedule 2 was amended by 2010 No 54, Schedule 3.16 and by 2013 No 36, Schedule 2.6[1]-[5] (apparently updating references to the Government Sector Employment Act 2013). Schedule 3 was amended by 2005 No 64, Schedule 2.55[1]-[2] and by 2015 No 15, Schedule 3.55 (likely updating director eligibility provisions to include the SAS Trustee Corporation). Schedules 4 and 5 were repealed by 2005 No 64, Schedule 3.

These amendments show a pattern of updates to reflect changes in related legislation and to extend the Corporation’s business scope into financial services. The repeal of sections 6, 13, 16 and 17 removed transitional or spent provisions. The amendments to Schedule 2 and 3 reflect changes in public sector employment and governance frameworks. The Act does not contain any amendment history beyond these annotations; no further amendment acts are listed in the source.

The Act does not refer to any litigation or case law. The source text contains no mention of any judicial decisions, court orders, or legal proceedings that interpret this Act. However, the Act itself contemplates the possibility of litigation in the transfer provisions. Schedule 1, clause 3(c) provides that all proceedings relating to transferred assets, rights or liabilities that were commenced before the transfer by or against the transferor or a predecessor and pending immediately before the transfer are taken to be proceedings pending by or against the transferee. This ensures continuity of any court actions that were already underway when the SAA was dissolved or when assets were transferred. The clause applies to transfers under sections 8, 9 and 10. Schedule 1, clause 4(1)(a) provides that the operation of the Schedule is not to be regarded as a breach of contract or giving rise to any civil wrong, which would preclude a party from suing based on the transfer itself. Clause 4(5) prohibits compensation claims arising from transfers, except as provided by an order under section 9 or 10. That provision could be litigated if a person argued it was invalid or that the order did provide for compensation.

No cases are cited in the Act. A practitioner researching litigation history would need to search court databases for decisions involving the Superannuation Administration Corporation, the SAA, or matters arising from the transfer of assets. The continuation provision in Schedule 6, clause 7 (the Corporation is taken to be the same legal entity as SAA for all purposes) means that any litigation involving the SAA would automatically continue against the Corporation. That provision also applies for the rules of private international law, which could be relevant if there were cross-border elements.

Confidentiality override of section 29 SOC Act. Section 12 is broader than a simple exemption. It not only exempts the board from the requirement to supply member information to voting shareholders or the portfolio Minister under section 29 of the State Owned Corporations Act 1989, but it positively prohibits the board from furnishing any such information except with the member’s consent. This is an absolute prohibition: there is no exception for disclosure that might be required under other laws or for law enforcement purposes. Practitioners should confirm that any request for member information is not caught by this section and that the board does not inadvertently disclose information in the ordinary course of reporting to voting shareholders.

Transfer compensation trap. Schedule 1, clause 4(5) states that no compensation is payable in connection with a transfer except to the extent provided by the relevant order under section 9 or 10. For the general transfer under section 8, there is no order at all, so absolutely no compensation is payable. For transfers under sections 9 and 10, the Minister must specifically provide for compensation in the order; otherwise it is not payable. This means a person whose asset or right is compulsorily transferred has no statutory right to compensation. Practitioners should check any order transferring assets for a compensation provision.

No attornment required for leases. Schedule 1, clause 4(3) provides that no attornment to the transferee by a lessee from the transferor is required. This means the transfer of a leased property automatically substitutes the transferee as landlord without the need for the lessee to acknowledge the new landlord. However, the lessee may not be aware of the transfer, and the Corporation or transferee should ensure they notify lessees to avoid confusion in rent payment or lease obligations.

Director eligibility overlap. Schedule 3, clause 1(6) provides that a person is not eligible to be a director if the person is a member of the Board of FSS Trustee Corporation or SAS Trustee Corporation. The office of a director becomes vacant if the director becomes a member of either of those Boards. This creates a potential conflict for individuals who serve on multiple government superannuation boards. The provision is absolute: there is no grace period or exception for directors who join those boards after appointment. The office is taken to have become vacant immediately.

SOC Act provisions expressly disapplied. Several SOC Act provisions are excluded by Schedule 3. Section 20J (which deals with the board’s role in determining fees etc.) does not apply (clause 2(2)). Clauses 2(1) and (2) and 7(1)(d) and (2) of Schedule 8 of the SOC Act (default board procedure provisions) do not apply (clause 2(2)). Clause 6 of Schedule 8 (remuneration of directors) does not apply to the CEO as a director (clause 2(3)). Section 20K and clauses 2, 3 and 6 of Schedule 9 (CEO appointment, acting CEO, and CEO remuneration provisions) do not apply to the CEO (clause 3(7)). Clause 5 of Schedule 9 (acting CEO) does not apply to an acting CEO appointed under this Act (clause 4(5)). Practitioners must be careful not to assume that the standard SOC Act rules apply; always check Schedule 3.

Final annual report requirement. Schedule 6, clause 5 requires a final annual report for SAA even if the financial year was less than 12 months. The report must be prepared by the individuals who were responsible for SAA’s affairs or by the Corporation. Failure to prepare this report could contravene the Annual Reports (Statutory Bodies) Act 1984. The Corporation should ensure this report is completed promptly after dissolution.

Retrospective regulations. Schedule 6, clause 1(4) permits regulations with retrospective effect but restricts them from prejudicially affecting rights of persons other than the State, SAA, the Corporation or a State authority. This means the regulations can impose burdens on those entities retrospectively, but not on third parties. Practitioners representing third parties (contractors, creditors, members) should monitor any transitional regulations.

For the Corporation’s board. Ensure that the board is properly constituted under Schedule 3, clause 1: the CEO is a director, and at least 3 and not more than 6 other directors are appointed by voting shareholders. Verify that no director is a member of the FSS Trustee Corporation or SAS Trustee Corporation board. Appoint a chairperson by instrument. The board must operate under the modified procedure in clause 2: note that section 20J of the State Owned Corporations Act 1989 does not apply, nor do certain clauses of Schedule 8 of that Act. The board must act in accordance with the Corporation’s constitution and with Part 4 of the SOC Act. Comply with the confidentiality obligation in section 12: do not supply any information about individual superannuation scheme members to voting shareholders or portfolio Minister without the member’s consent. If the voting shareholders request information, the board must refuse if it relates to an individual member unless consent is obtained.

For the CEO and staff. The CEO must be appointed by the board after consultation with voting shareholders (Schedule 3, clause 3(1)). The CEO is not subject to the Government Sector Employment Act 2013 (clause 3(5)). The board must fix the CEO’s remuneration and conditions after consultation with voting shareholders (clause 3(3)-(4)). Former SAA staff are transferred automatically; the Corporation must honour their existing leave credits and employment conditions until new arrangements are made (Schedule 2, clauses 4-5). The Corporation cannot pay any amount to staff merely because they ceased to be SAA employees (clause 6). Staff must not receive dual benefits for the same period of service (clause 6(3)).

For asset transfers. When assets, rights or liabilities are transferred under section 8, no instrument is required; the Corporation should update its asset registers to reflect automatic vesting. For transfers under sections 9 or 10, the Minister must make a written order specifying the assets. The transfer takes effect on the date specified, which must be after the dissolution but within 12 months (Schedule 1, clause 5). The Corporation must comply with any terms and conditions in the order (clause 4(4)). If the Minister confirms a transfer by notice, that notice is conclusive evidence (clause 8). No duty is payable on transfers if the Minister certifies them (clause 7). The Corporation should obtain such certificates to avoid stamp duty issues. For any proceedings involving transferred assets, the Corporation must take over as the party.

For reporting and accountability. The first statement of corporate intent may have its timetable extended by the voting shareholders (Schedule 6, clause 4). The Corporation must prepare annual reports in accordance with Part 4 of the State Owned Corporations Act 1989. The Corporation must also ensure the final annual report for SAA is prepared under Schedule 6, clause 5, either by the former SAA officers or by the Corporation itself. That report must follow the Annual Reports (Statutory Bodies) Act 1984, but need not contain information that would have related to the next financial year if SAA had not been dissolved.

For interactions with other laws. The Corporation must comply with the State Owned Corporations Act 1989 subject to the modifications in this Act. It must also comply with the Superannuation Administration Act 1996 and any other Act or law under section 7(4). The Corporation is exempt from Part 7 of Chapter 2 of the Industrial Relations Act 1996 (Schedule 2, clause 4(2)). The Corporation’s audit arrangements should follow the Public Finance and Audit Act 1983, with the Auditor-General able to treat SAA and Corporation affairs in a composite way (Schedule 6, clause 5(4)). The Corporation should ensure it has a policy for handling member information that complies with section 12, and that all staff are aware of the prohibition on disclosure.