Superannuation Funds Management Corporation of South Australia Act 1995

The Act creates several key concepts that define its operational and governance structure. The central entity is the Corporation, which is a body corporate with perpetual succession, a common seal, and the capacity to sue and be sued (s 4(2)). It has all the powers of a natural person, but cannot borrow money or obtain financial accommodation unless authorised by the regulations or the Minister (s 6). The funds managed by the Corporation are divided into categories. The public sector superannuation funds are defined in s 3(1) and include the Police Superannuation Fund, the South Australian Superannuation Fund, the Southern State Superannuation Fund, the Parliamentary Superannuation Fund, contributions made under an employer arrangement under s 5 of the Superannuation Act 1988 that are required to be invested by the Corporation, any fund determined by the Minister under s 3(3) (which must consist of money contributed by the Crown to provide superannuation benefits to a group of employees), and money received or held by the South Australian Superannuation Board that is to be invested by the Corporation under regulations made under the Southern State Superannuation Act 2009. The nominated funds are funds of an approved authority that the Minister has nominated and transferred to the Corporation under s 5A. An approved authority is a public authority to which the Minister has granted approval under s 5A(3). Public authority is broadly defined to include a government department, a Minister, a statutory authority that is an agency or instrumentality of the Crown or whose accounts the Auditor-General audits, and any body or person responsible for the management of an eligible superannuation fund, or any other body brought within the definition by regulation (s 3(1)). An eligible superannuation fund is a non-public-sector superannuation fund consisting of money contributed by the Crown to provide superannuation benefits to a group of its employees. The Act also defines a prescribed public authority as one declared by regulation to be such for the purposes of the definition (s 3(1)). Contributors are defined as persons who are contributors under the Superannuation Act 1988 or the Police Superannuation Act 1990, members or spouse members of the Southern State Superannuation Scheme, or persons provided with investment services or other products or services pursuant to regulations under s 30(2)(g) of the Southern State Superannuation Act 2009. The board of directors is the governing body of the Corporation (s 9(1)). It consists of at least five but not more than seven members: one elected by contributors, one appointed by the Governor on nomination of the South Australian Government Superannuation Federation (from a panel of three, including at least one man and one woman), and three, four, or five appointed by the Governor on nomination of the Minister (s 9(2)-(5)). Each director must have a degree in law, accountancy, economics, commerce, mathematics, statistics, investment, or financial management, or at least five years experience in relevant areas including investment management, business management, financial management in the banking sector, asset management, auditing, or any other area relevant to the Corporation’s functions (s 9(3)). The chief executive officer is appointed by the Governor on nomination of the board, for a term not exceeding five years, and is an employee of the Corporation responsible for day-to-day management (s 19). Associate is defined in s 3(2) to include relatives, bodies corporate in which a person has a relevant interest of at least 10 per cent nominal value of issued share capital, trustees of trusts where the person is a beneficiary, or persons declared by regulation to be associates. The Act also uses the concept of “executive” meaning the CEO or any employee concerned in or who takes part in the management of the Corporation (s 3(1)).

The Act directly affects several categories of persons and entities. The Corporation itself is the primary subject, but its operations impact contributors (members of specified superannuation schemes and recipients of investment services), approved authorities (public authorities that have obtained Ministerial approval to transfer funds for investment and management), the superannuation boards (the Police Superannuation Board and the South Australian Superannuation Board as defined in s 3(1)), and the Minister (who has powers of direction, approval, and investigation). Directors of the board are directly affected by the qualification requirements (s 9(3)), term limits (s 10(1)-(2)), removal provisions (s 10(6)-(7)), and duties including the restriction on delegation interests. The chief executive officer is affected by appointment terms (s 19), removal provisions (s 19(4)), and responsibilities. Employees of the Corporation are affected by the terms and conditions fixed by the Corporation (s 31(1)) and the declaration that the Corporation is not a national system employer for the purposes of the Fair Work Act 2009 (Cth) (s 31(3)), meaning that state industrial relations laws apply. Contributors are affected because they elect one director (s 9(2)(a)) and are the ultimate beneficiaries of the Corporation’s investment performance. Approved authorities are affected by the requirement for performance plans specific to their nominated funds (s 20A), and they have the right to request amendments to those plans (s 20A(5)-(6)). Public authorities that are prescribed public authorities may apply to the Minister for approval to transfer funds to the Corporation (s 5A(1)), and once an approval is granted, the Corporation must invest and manage those funds under s 5A(5), and the authority may request a transfer back at any time (s 5A(6)). The Minister is affected by the duty to act on advice of confidentiality (s 22(5)), the requirement to give written notice of decisions under s 5A(4), and the power to direct the Corporation subject to the investment decision exclusion (s 21(2)(b)). The superannuation boards receive copies of performance plans and reports (ss 20(3)-(5), 29(3), 30(3)) and may make comments on draft plans. The Auditor-General is affected by the mandatory audit requirement (s 28) and the power to investigate under s 36. The Treasurer is affected by provisions dealing with transfer of funds under s 25, determination of tax liabilities (s 37), and issuance of instructions for accounts (s 26(4)). The Director of Public Prosecutions must consent to prosecutions for offences against the Act (s 38(1)). Any person who is a delegate under s 33 is affected by the prohibition on having a direct or indirect pecuniary or personal interest in a matter in which they act under the delegation (s 33(3)), which carries a Division 4 fine (maximum $15,000). Any person served with a summons under s 36(10) is affected by the criminal penalty for failure to obey (Division 6 fine up to $4,000 or imprisonment for 1 year). Finally, lessees or other occupiers of the Corporation’s land may agree to be responsible for rates and taxes (s 37(7)).

The Act imposes several key duties on the Corporation, its board, its CEO, and its delegates. The Corporation must prepare draft performance plans for each financial year regarding the public sector superannuation funds (s 20(1)), separate plans for each approved authority’s nominated funds (s 20A(1)), and plans for Schedule 3 funds (s 20B(1)). It must have regard to comments from the Minister and the superannuation boards or approved authorities on draft plans (ss 20(4), 20A(4)). Where an approved authority requests an amendment to a plan, the Corporation must make the amendment unless it considers the amendment should not be made after consulting with the authority, and if it refuses, it must give written reasons (s 20A(5)-(6)). The Corporation must keep proper accounts and financial statements (s 26), establish and maintain effective internal auditing and an audit committee (s 27), and submit to external audit by the Auditor-General (s 28). It must furnish information and records to the Minister upon written request (s 22(1)-(2)). It must prepare progress reports and annual reports within specified timeframes (ss 29, 30). The board must ensure accurate minutes are kept (s 13(9)). The board may delegate its powers or functions (excluding the power of delegation) to directors, a committee, the CEO, other employees, or any other person (s 33(1)), subject to conditions and limitations (s 33(2)). A duty arises for delegates under s 33(3): a delegate must not act in any matter under the delegation in which the delegate has a direct or indirect pecuniary or personal interest. This duty is strict in the sense that if a person is unaware of the interest, that is a defence but the burden of proof lies on the person (s 33(9)). If a delegate’s associate has an interest, the delegate is taken to have an interest (s 33(8)). A contravention of s 33(3) by a director constitutes a ground for removal from the board (s 33(10)). The Corporation has the right, under s 33(4), to avoid a contract made in contravention of s 33(3), unless a person has acquired an interest in the property in good faith for valuable consideration and without notice of the contravention (s 33(5)). Additionally, the Corporation or the Minister may recover from the delegate any profit made or compensation for loss or damage resulting from the contravention, whether or not proceedings for the offence have been brought (s 33(7)). A director has the right, under s 24, to report a matter relating to the affairs of the Corporation to the Minister without committing any breach of duty. When the Corporation discloses to the Minister a matter subject to a duty of confidence, it must give written notice of the disclosure to the person to whom the duty is owed (s 23). The Corporation has the right to advise the Minister that information furnished under s 22 is confidential, and the Minister must ensure observance of that duty unless disclosure is required in the proper performance of ministerial functions (s 22(4)-(5)). The Corporation may also, with the approval of the responsible Minister, use the services of persons employed in the Public Service or otherwise by the Crown (s 31(2)). The Minister has the right to require information, to direct the Corporation (subject to the investment decision restriction), to grant or refuse applications under s 5A, and to appoint investigators under s 36. An approved authority has the right to request an amendment to its performance plan and to receive a copy of the final plan (s 20A). Contributors have the right to elect one director (s 9(2)(a)).

The Act creates two specific offences. The first arises under s 33(3): a delegate must not act in any matter pursuant to a delegation in which the delegate has a direct or indirect pecuniary or personal interest. The penalty for this offence is a Division 4 fine. According to the appendix, a Division 4 fine has a maximum of $15,000 and a maximum imprisonment of 4 years (though the appendix note says “Maximum fine” and “Maximum imprisonment”; for Division 4 the fine is $15,000 and imprisonment 4 years; but the Act itself says “Division 4 fine” which under the Acts Interpretation Act 1915 means a fine within that division). The Act does not specify imprisonment as part of the penalty for s 33(3), but the appendix lists Division 4 as carrying both imprisonment (4 years) and fine ($15,000). However, the note states the appendix is for convenience of reference only. It is advisable to check the Acts Interpretation Act 1915 s 28A for precise application. In addition to the criminal penalty, the court may order the convicted person to pay to the Corporation any profit made or compensation for loss or damage (s 33(6)). The Corporation or the Minister may also recover such amounts by civil action, whether or not proceedings have been brought for the offence (s 33(7)). If a delegate makes a contract in contravention of s 33(3), the contract is liable to be avoided by the Corporation or the Minister (s 33(4)), subject to a saving for a person who acquired an interest in the property in good faith for valuable consideration without notice (s 33(5)). The second offence is under s 36(10): a person who is served with a summons under s 36 and paid or tendered a reasonable sum for expenses but fails without reasonable excuse to obey the summons is guilty of an offence, punishable by a Division 6 fine or Division 6 imprisonment. Under the appendix, Division 6 carries a maximum fine of $4,000 and a maximum imprisonment of 1 year. The expiation fee for Division 6 is $300. The Act also provides for proceedings for offences generally in s 38. A complaint for an offence against the Act may not be made except with the consent of the Director of Public Prosecutions (s 38(1)). Despite any other Act, proceedings for a summary offence against this Act may be brought within three years after the date the offence is alleged to have been committed, or at any later time with the consent of the DPP (s 38(2)). A document purporting to be a consent of the DPP is proof of consent in the absence of proof to the contrary (s 38(3)). Additionally, a contravention of s 33(3) by a director constitutes a ground for removal from the board (s 33(10)). The Governor may remove a director from office for misconduct, failure or incapacity, or non-compliance with a duty imposed by the Act (s 10(6)). The Governor may also remove the CEO on similar grounds (s 19(4)). The Act does not create any civil penalty provisions separate from these. Enforcement of reporting obligations is not directly penalised; instead, the Act relies on ministerial oversight and the requirement that reports be laid before Parliament. However, failure to comply with a direction of the Minister under s 21 could potentially be addressed through the investigation power under s 36, or through removal of directors or CEO.

The Act interacts with a number of other statutes. It is expressly linked to the Superannuation Act 1988, the Police Superannuation Act 1990, and the Southern State Superannuation Act 2009 through definitions of contributor, public sector superannuation funds, and the funds established for Schedule 3 of the Superannuation Act 1988. Section 20B provides that a performance plan for Schedule 3 funds operates subject to the provisions of Schedule 3 of the Superannuation Act 1988. The accounts and financial statements of the Corporation must comply with applicable instructions of the Treasurer issued under the Public Finance and Audit Act 1987 and any other written instructions given by the Treasurer (s 26(4)). The external audit is conducted by the Auditor-General under s 28, and the investigation power in s 36 gives the investigator and authorised persons the same powers as the Auditor-General and authorised officers have under Division 3 of Part 3 of the Public Finance and Audit Act 1987, and that Division applies as if the investigator were the Auditor-General (s 36(7)). The Corporation is declared not to be a national system employer for the purposes of the Fair Work Act 2009 (Cth) (s 31(3)), meaning that its employees are covered by the South Australian state industrial relations system, not the federal system. Section 37 deals with the Corporation’s liability to taxes, rates, and duties. Except as otherwise determined by the Treasurer, the Corporation is liable to land tax under the Land Tax Act 1936, pay-roll tax under the Pay-roll Tax Act 1971, and stamp duty under the Stamp Duties Act 1923 on transfers of real property, as if it were not an instrumentality of the Crown, for the period from 1 July 1995 to the day before commencement of that section (s 37(1)). For financial years from 1995/96 onward, it is liable to water and sewerage rates under the Sewerage Act 1929 and Waterworks Act 1929, and local government rates under the Local Government Act 1934, but with limitations in early years (s 37(2)-(3)). From the commencement day, the Corporation is liable to all other rates, duties, taxes, and imposts as if it were not an instrumentality of the Crown (s 37(4)). It must also pay to the Treasurer amounts equivalent to wholesale sales tax and local government rates that would be payable if it were not the Crown (s 37(5)). The Corporation may agree with a lessee or occupant that they will be responsible for rates and taxes on the land (s 37(7)). The Act also defines “prescribed interest” and “relevant interest” by reference to the Corporations Law (s 3(1)), a term that historically references the Corporations Act 2001 (Cth) although the Act still uses the old term “Corporations Law”. The regulations under s 39 may prohibit investment of funds in prescribed forms unless authorised by the Minister, set procedures for election of the contributor-elected director, and prescribe fees. The transitional provisions in Schedule 1 vacate the offices of the members of the South Australian Superannuation Fund Investment Trust on commencement. The legislative history shows amendments that have added and removed definitions over time, notably the insertion of provisions relating to approved authorities in 2005, the addition of domestic partner and spouse definitions in 2006, and the insertion of Russian asset divestment provisions in 2022. The Act does not expressly exclude the operation of other laws such as the Corporations Act 2001 (Cth) or the ASIC Act, but as an instrumentality of the Crown, it may have Crown immunity in certain respects, though s 37 modifies that for tax purposes. The interaction with the Fair Work Act 2009 (Cth) is explicitly addressed by s 31(3) to ensure the Corporation is not a national system employer.

The Act has been amended numerous times since its original enactment as Act No 38 of 1995, which came into operation on 1 July 1995. The first amendment was the Superannuation Funds Management Corporation of South Australia (Liability to Taxes, etc.) Amendment Act 1996 (No 77 of 1996), which substituted s 37 to clarify the Corporation’s liability to various taxes, rates, and duties. The Southern State Superannuation (Merger of Schemes) Amendment Act 1998 (No 66 of 1998) amended the definition of public sector superannuation funds to include the Parliamentary Superannuation Fund, effective 1 July 1998. The Parliamentary Superannuation (Establishment of Fund) Amendment Act 1999 (No 8 of 1999) made further amendments to that definition. The Superannuation Funds Management Corporation of South Australia (Miscellaneous) Amendment Act 2005 (No 44 of 2005) was a significant amendment that introduced the concept of approved authorities and nominated funds, inserted s 5A, added definitions for approved authority, eligible superannuation fund, nominated funds, prescribed public authority, and public authority, amended s 5, s 7, s 20, s 27, s 28, and substituted s 21 (Ministerial direction) and s 29 (progress reports), and amended s 30 and s 39. It also deleted s 20(6) and s 30(2)(b). The Superannuation (Administered Schemes) Amendment Act 2006 (No 5 of 2006) amended the definition of “the funds”, inserted s 5(ab), s 20B, and s 26(3a). The Statutes Amendment (Domestic Partners) Act 2006 (No 43 of 2006) inserted the definition of domestic partner, amended the definitions of relative and spouse, and amended s 3(2), effective 1 June 2007. The Southern State Superannuation Act 2009 (No 27 of 2009) deleted item (caa) from the definition of public sector superannuation funds and amended that definition, effective 1 August 2009. The Statutes Amendment (National Industrial Relations System) Act 2009 (No 58 of 2009) inserted s 31(3) declaring the Corporation not a national system employer, effective 1 January 2010. The Statutes Amendment (Public Sector Consequential Amendments) Act 2009 (No 84 of 2009) deleted ss 14-18, s 32 and s 34, effective 1 February 2010. The Statutes Amendment and Repeal (Superannuation) Act 2012 (No 37 of 2012) amended the definition of contributor, s 10(5) (elected director vacancy), s 20B(1), and s 39(2). It also included transitional provisions in Schedule 1. The Superannuation Funds Management Corporation of South Australia (Investment in Russian Assets) Amendment Act 2022 (No 15 of 2022) inserted subsections (3) to (6) into s 21, allowing Ministerial direction in relation to divestment of Russian assets, with an annual review requirement. The Statutes Amendment (Superannuation and Other Payments) Act 2025 (No 79 of 2025) amended s 3(1) by deleting a note to the definition of prescribed public authority, deleted s 3(6), and amended s 10(5) (the Public Service Association of South Australia Incorporated, the Australian Education Union (S.A. Branch) and the Police Association of South Australia). The Act has also undergone reprints and historical versions. The transitional provisions from the 2012 Act saved existing office holders. The legislative history table shows the progression of amendments.

The Act itself does not contain any references to specific court cases, and no litigation history is documented within the text of the Act. However, the Act provides several mechanisms that could give rise to legal proceedings. The investigation power under s 36 could lead to court applications for summonses and warrants, and s 36(10) creates an offence for failure to obey a summons that would be prosecuted in a magistrates court. Section 33(3) creates an offence for delegates acting with a conflict of interest, which could result in criminal prosecution (with DPP consent under s 38). Additionally, s 33(7) allows the Corporation or the Minister to recover profits or compensation by civil action in a court of competent jurisdiction, independent of any criminal proceedings. Contracts made in contravention of s 33(3) are liable to be avoided by the Corporation or the Minister (s 33(4)), and a person who acquired an interest in the property in good faith for valuable consideration and without notice of the contravention is protected (s 33(5)). This avoidance power would likely be exercised through civil proceedings. Section 35 validates transactions of the Corporation despite deficiencies of power or procedural irregularities, unless the other party had actual knowledge of the deficiency or ought to have known because of a connection or relationship with the Corporation (s 35(2)). This provision could be litigated in disputes about the validity of contracts entered into by the Corporation. The Act does not create a private right of action for beneficiaries or contributors. The main avenue for dispute resolution regarding performance targets or management is through the Ministerial oversight and reporting requirements. The Corporation itself can sue and be sued in its corporate name (s 4(2)(c)). There is no mention of any administrative review or merits review of decisions under the Act, such as a refusal by the Minister to grant an approval under s 5A. However, such decisions may be subject to judicial review under the rules of administrative law. The annual review of the Russian assets divestment direction under s 21(5) is an internal review, not a litigation mechanism. Given that the Act is a state statute, any litigation would occur in the South Australian courts. The absence of cited cases in the Act itself does not preclude the existence of case law interpreting its provisions; such case law, if it exists, would be found in external legal databases but cannot be discussed here as the source does not refer to any.

Several provisions in the Act contain traps for the unwary. The most significant is the prohibition on delegates acting in matters where they have a direct or indirect pecuniary or personal interest under s 33(3). This applies not only to directors but to any person to whom the board has delegated a power or function, including employees or external persons. The penalty is a Division 4 fine, which carries a maximum fine of $15,000 (and possibly imprisonment up to 4 years, depending on interpretation of the appendix). Furthermore, the contract is liable to be avoided, and the delegate may be ordered to disgorge profits or pay compensation, recoverable by civil action even without a criminal conviction (s 33(7)). The defence of unawareness of the interest places the burden of proof on the delegate (s 33(9)), which is a reverse onus. Also, if an associate of the delegate has an interest, the delegate is deemed to have an interest (s 33(8)), so the net must be cast wide to include family members, bodies corporate where the delegate has a 10% shareholding, and trusts where the delegate is a beneficiary. Another gotcha is the limitation on Ministerial direction: while the Minister can direct the Corporation generally, s 21(2)(b) prohibits a direction in relation to an investment decision, dealing with property, or the exercise of a voting right. This means that the Minister cannot override the Corporation’s investment strategy on a specific investment. However, an exception exists for Russian assets divestment (s 21(3)), and even then the action must be taken prudently and consistently with the Corporation’s responsibilities (s 21(4)). The annual review of those subsections must be reported and included in the annual report (s 21(5)-(6)). A further trap is in s 35: while it validates transactions despite procedural irregularities or deficiencies of power, this protection does not apply to a party who enters the transaction with actual knowledge of the deficiency or who has a connection or relationship with the Corporation such that the person ought to know of the deficiency (s 35(2)). So a counterparty cannot rely on the validation if it is an insider or has knowledge. Another trap concerns the liability to taxes: s 37 imposes liability on the Corporation as if it were not an instrumentality of the Crown for certain taxes, but the Treasurer has the power to determine otherwise. This means the Corporation may be liable for land tax, pay-roll tax, stamp duty, water and sewerage rates, local government rates, and other imposts, but the exact liability depends on Treasurer’s determinations. The section also requires the Corporation to pay amounts equivalent to wholesale sales tax and local government rates to the Treasurer for credit to the Consolidated Account (s 37(5)-(6)). The Act also has a limitation period for summary offences: three years from the date of the offence, or later with DPP consent (s 38(2)). But a complaint for any offence requires DPP consent (s 38(1)), so a private prosecution is not possible. Another trap: the definition of contributor in s 3(1) includes persons provided with investment services or other products or services pursuant to regulations under s 30(2)(g) of the Southern State Superannuation Act 2009, which could capture a broad class of persons. Also, the Minister can determine any superannuation fund held by the Minister or Treasurer to be a public sector superannuation fund under s 3(3), provided it consists of money contributed by the Crown to provide superannuation benefits to a group of employees. This is a unilateral power that can expand the funds under management without a specific legislative amendment. The Corporation must then manage that fund. Conversely, the Minister can revoke the determination at any time (s 3(5)), and the Corporation must transfer the fund back to the Treasurer (s 25(2)). This creates potential instability in the portfolio. Finally, the board composition rules require the panel for the Federation-nominated director to include at least one man and one woman (s 9(5)). Failure to comply could affect the validity of an appointment, but s 11 provides that an act of the board is not invalid by reason only of a defect in appointment of a director. Nonetheless, the obligation is statutory and could be subject to judicial review.

Compliance with the Superannuation Funds Management Corporation of South Australia Act 1995 requires careful attention to several key areas. First, governance: the board must be properly constituted with at least five but not more than seven directors meeting the qualification requirements (s 9). The contributor-elected director and the Federation-nominated director must be in place. The board should ensure that all directors have the requisite degree or experience. The board must meet quorum requirements: three members if board size is five or less, four members if six or seven (s 13(1)-(2)). Decisions are carried by majority, with the presiding director having a casting vote (s 13(5)-(6)). The board may delegate its powers under s 33, but must be careful to impose conditions and limitations in the instrument of delegation (s 33(2)). Every delegate must be made aware of the prohibition on acting where there is a direct or indirect pecuniary or personal interest (s 33(3)). The board should implement a conflicts of interest policy and require delegates to disclose interests before acting. The board must also ensure that minutes are accurately kept (s 13(9)). Second, performance planning: the Corporation must prepare draft performance plans each financial year for the public sector superannuation funds (s 20), for each approved authority’s nominated funds (s 20A), and for Schedule 3 funds (s 20B). The plans must include a target rate of return, strategies, anticipated operating costs, and relevant factors. The draft plans must be submitted to the Minister and relevant boards or authorities before the financial year. The Corporation must have regard to comments from those entities and may amend plans accordingly. For approved authority plans, if the authority requests an amendment, the Corporation must make it unless after consultation it considers it should not be made, in which case written reasons must be provided (s 20A(5)-(6)). Final plans must be provided to the Minister and relevant entities. Third, reporting: the Corporation must prepare progress reports within one month after 31 December each year, and within one month after the end of the financial year, reporting on achievement of targets (s 29(1)-(2)). If a target becomes unachievable or a strategy should be modified, a report must be prepared as soon as practicable (s 29(5)-(6)). The annual report must be prepared by 30 September, including performance plans, audited accounts, valuations, directors’ interest disclosures, CEO and executive remuneration information, and any other required information (s 30(2)). Copies must go to superannuation boards and approved authorities (s 30(3)), and the Minister must table the report in Parliament within 12 sitting days (s 30(4)). Fourth, accounts and audit: proper accounts must be kept for each fund (s 26). The Corporation must establish and maintain effective internal auditing and an audit committee (s 27). The audit committee must review annual financial statements, assist external auditors, and regularly review the adequacy of accounting, internal auditing, reporting, and financial management systems (s 27(4)). The Auditor-General must audit the accounts annually (s 28). Fifth, confidentiality and information: when providing information to the Minister, the Corporation may advise of confidentiality (s 22(4)). If the Corporation discloses a matter subject to a duty of confidence, it must notify the person to whom the duty is owed (s 23). The Corporation must also comply with requests from the Minister for information or records (s 22). Sixth, the Corporation must not borrow or obtain financial accommodation unless authorised by the regulations or the Minister (s 6(2)). Seventh, the Corporation must review the operation of the Russian assets divestment provisions annually and include a report in the annual report (s 21(5)-(6)). Eighth, with respect to tax liabilities, the Corporation should ensure it pays the required taxes and rates as determined by the Treasurer, or seek determinations if appropriate (s 37). Ninth, the Corporation should ensure that any delegation complies with s 33, and that any contracts entered into by delegates are not voidable due to conflicts. Finally, the Corporation should be aware of the investigation power under s 36 and cooperate fully with any investigation appointed by the Minister. The Minister may also give directions in writing (s 21), and the Corporation must comply, but it should ensure that any direction does not include an investment decision or dealing with property (except Russian assets) and that it is published in the Gazette and included in the annual report. The board should also maintain proper records of all decisions and delegations. Regular training for directors, the CEO, and employees on the obligations under the Act, particularly the conflict of interest provisions, is advisable.