GOVERNMENT OWNED CORPORATIONS ACT 1993

Queensland Consolidated Acts

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GOVERNMENT OWNED CORPORATIONS ACT 1993

TABLE OF PROVISIONS

Long Title

Contents

CHAPTER 1--PRELIMINARY

Part 1--Introduction

1. Short title

Part 2--Interpretation

2. Definitions
3. References to doing of act by GOC

Part 3--Basic concepts

4. Meaning of government entity
5. Meaning of GOC
6. GOC and portfolio Ministers
7. Meaning of statement of corporate intent

Part 4--Operation of Act and application of laws

8. Act binds State
9. Extraterritorial operation
10. Application of other laws to GOCs
11. Application of other laws to candidate GOCs

Part 5--Outline of Act and its background and objectives

12. What Act provides
13. Meaning of corporatisation
14. Objectives of corporatisation
15. How objectives of corporatisation are to be achieved—key principles and their elements
16. Meaning of key principles of corporatisation
17. Key objectives of GOC under corporatisation
18. How Act will enable management of the corporatisation process

CHAPTER 2 MECHANISMS FOR CREATING GOC
S

Part 1--Outline of the processes

19. What this part provides
20. Government entity becoming a GOC
21. Meaning of candidate GOC
22. Meaning of associate of candidate GOC
23. Meaning of certain expressions about government entities

Part 2--Nomination and declaration of entities

24. Nomination of government entity to become candidate GOC
25. Nomination of GOC Act entity to become candidate GOC associate
26. Declaration of GOC Act entity to be subsidiary of candidate GOC associate

Part 3--Preparation of corporatisation charter

Division 1--Preliminary

27. Meaning of corporatisation charter
28. Candidate GOC may become GOC following corporatisation charter

Division 2--Responsible Ministers

29. Responsible Ministers of candidate GOC
30. Responsible Ministers of candidate GOC associate
31. Responsible Ministers not directors etc.

Division 3--Draft corporatisation charter

32. Responsible Ministers may determine that draft corporatisation charter be prepared and submitted
33. Matters to be included in draft corporatisation charter
34. Responsible Ministers may determine other matters relevant to draft corporatisation charter preparation
35. Responsible Ministers may give directions to candidate GOC about charter preparation

Division 4--Charter preparation committee

36. Charter preparation committee may be appointed
37. Conduct of meetings and other business
38. Terms of appointment
39. Resignation and removal from office
40. Draft corporatisation charter to be given to responsible Ministers

Division 5--Corporatisation charter

41. Approval of draft corporatisation charter
42. Approval of amendments of corporatisation charter

Part 4--Implementation of corporatisation charter

43. Charter administration committee may be appointed
44. Conduct of meetings and other business
45. Terms of appointment
46. Resignation and removal from office
47. Responsible Ministers may give directions to candidate GOC about charter implementation
48. Responsible Ministers may give directions to candidate GOC associate about its functions
49. Corporatisation charter stops having effect when candidate GOC becomes GOC

Part 5--Corporatisation facilitative mechanisms

50. Purpose of part
51. Unincorporated entities
52. Entities that are parts of bodies corporate
53. Candidate GOC associates and subsidiaries of candidate GOC associates
54. Transfer of assets, liabilities etc. to government entity to become GOC or GOC subsidiary
55. Debt owned by State
56. Constitution of candidate GOC
57. Existing board of directors
58. Interim board of directors for entity to become GOC or GOC subsidiary
59. Interim board of directors and chief executive officer for candidate GOC associate or associate subsidiary
60. Application of certain provisions about interim board of directors and executives of candidate GOC associates and associate subsidiaries
61. Assistance to candidate GOC associates and associate subsidiaries
62. Entity must comply with directions
63. Share capital and issue of shares
64. Variation of share capital
65. Registration under Corporations Act
66. Part does not affect existing legal relationships
67. Regulations may deal with other matters
Part 6 First chief executive officers and senior executives of GOC
s
68. Definition for pt 6
69. Application of pt 6
70. Appointment of GOC's first chief executive officer
71. Appointment of GOC's first senior executives
Part 7 Candidate GOC
s
and candidate GOC associates becoming GOC
s
72. Declaration of entity as GOC
73. Declaration of candidate GOC associate as GOC
74. Declaration does not affect legal personality etc.

CHAPTER 3 GOVERNMENT OWNED CORPORATIONS (GOC
S
)

Part 1--Basic requirements

75. GOC must be public company limited by shares

Part 2--Application of Corporations Act

76. Application of Corporations Act to GOCs
77. GOC not exempt public authority

Part 3--Shares and shareholding Ministers

78. Shareholders of a GOC
79. Shareholding Ministers must have equal number of voting shares and equal rights
80. Shareholders hold shares for State etc.
81. Transfer, issue etc. of shares
82. Shareholding Ministers must act jointly
83. Ministers not directors etc.
84. Resolutions without meetings

Part 4--Constitution

85. Constitution of GOC may be amended by shareholding Ministers
86. Shareholding Ministers of GOC may require amendment of subsidiary's constitution
87. Constitutions of GOC and its subsidiaries must not be inconsistent with Act or Corporations Act

Part 5--Board of directors

88. Role of board
89. Composition of board
90. Public service officers not eligible for appointment as directors
91. First board of GOC

Part 6--Chief executive officer

92. Appointment of chief executive officer
93. Appointment of chief executive officer—particular subsidiaries

Part 7--Corporate plan

Division 1--General

94. GOC must have corporate plan
95. Corporate plan to apply to subsidiaries
96. Guidelines in relation to corporate plans

Division 2--Preparation, agreement on and modification of corporate plan

97. Draft corporate plan
98. Special procedures in relation to draft corporate plan
99. Corporate plan on agreement
100. Corporate plan pending agreement
101. Modifications of corporate plan

Part 8--Statement of corporate intent

Division 1--General

102. GOC must have statement of corporate intent
103. Statement of corporate intent to apply to subsidiaries
104. Statement of corporate intent must be consistent with corporate plan

Division 2--Matters to be included in statement of corporate intent

105. Matters to be included in statement of corporate intent
106. Additional matters may be included in statement of corporate intent

Division 3--Preparation, agreement on and modification of statement of corporate intent

107. Draft statement of corporate intent
108. Special procedures in relation to draft statement of corporate intent
109. Statement of corporate intent on agreement
110. Statement of corporate intent pending agreement
111. Modifications of statement of corporate intent

Part 9--Community service obligations

112. Meaning of community service obligations
113. Community service obligations to be specified in statement of corporate intent

Part 10--General reserve powers of shareholding Ministers

114. Reserve power of shareholding Ministers to notify board of public sector policies
115. Reserve power of shareholding Ministers to give directions in public interest
116. Notice of suspected insolvency because of direction or notification
117. GOC and board not otherwise subject to government direction

Part 11--Reports and other accountability matters

118. Application of Financial Accountability Act 2009
119. Quarterly reports
120. Matters to be included in annual report
121. Deletion of commercially sensitive matters from annual report etc.
122. Board to keep shareholding Ministers informed

Part 12--Duties and liabilities of directors and other officers

123. Application of Corporations Act to officers of GOC
124. Application of Corporations Act to officers of GOC subsidiaries
125. Notice of suspected insolvency otherwise than because of direction or notification

Part 13--Legal capacity and powers

126. General powers of GOCs
127. Doctrine of ultra vires etc. not revived

Part 14--Finance

Division 1--Taxation

128. Liability to State taxes
129. Liability for Commonwealth tax equivalents

Division 2--Guarantees

130. Guarantees by State

Division 3--Dividends

131. Payment of dividends
132. GOC's financial statements must state dividend payable
133. Interim dividends
134. Definitions
135. Dividend payment for financial year of becoming a GOC
136. Interim dividend for financial year of becoming a GOC
137. Dividend payment for previous financial year

Part 15--Acquisition and disposal of assets and subsidiaries

138. Reserve power of shareholding Ministers to direct that asset not be disposed of
139. Disposal of main undertakings
140. Acquiring and disposing of subsidiaries
Part 16 GOC
s
and GOC subsidiaries becoming and retiring as trustees
141. GOCs and subsidiaries becoming trustees
142. GOCs and subsidiaries retiring as trustees
143. Part applies despite Corporations Act

Part 17--Employees

144. Part applies to subsidiaries
145. Employees not employed under Public Service Act
146. Appointment of senior executives
147. Arrangements relating to staff
148. Application of equal opportunity provisions under Public Service Act 2008
149. Employment and industrial relations plan
150. Superannuation schemes
151. Superannuation for officers and employees who were previously officers of the public service
152. Preservation of leave entitlements of certain former officers and employees of government entities
153. Right of return to public service

Part 18--Other matters

154. Relationship of GOCs with the State
155. Application of chapter to certain GOC subsidiaries
156. Application of Crime and Misconduct Act
157. Application of Ombudsman Act 2001

CHAPTER 4--MISCELLANEOUS

158. Monitoring and assessment of GOCs
159. Giving of documents to board
160. Proceedings for offences
161. Transfer of assets, liabilities etc. to GOC or GOC subsidiary
162. Effect of regulation made under s 161(1) on legal relationships
163. Regulation about assets and liabilities not dealt with under s 54
164. Debt owned by State
165. Regulation about liability
166. Regulation dissolving certain government entities
167. Regulations

CHAPTER 5--TRANSITIONAL PROVISIONS FOR GOVERNMENT OWNED CORPORATIONS AMENDMENT ACT 2007

168. Company GOCs—transfer of non-voting shares
169. References to statutory GOCs and company GOCs
SCHEDULE 1 -- INTERIM BOARDS OF DIRECTORS

Part 1--Interpretation
1. Definitions for sch 1

Part 2--Composition of interim board of relevant entities
2. Composition of interim board
3. Chairperson and deputy chairperson

Part 3--Meetings and other business of interim board
4. Meaning of required minimum number of directors
5. Conduct of meetings and other business
6. Times and places of meetings
7. Presiding at meetings
8. Quorum and voting at meetings
9. Participation in meetings by telephone etc.
10. Resolutions without meetings
11. Minutes

Part 4--Provisions relating to directors
12. Appointment of directors
13. Terms of appointment not provided for under Act
14. Appointment of acting director
15. Resignation
16. Termination of appointment as director
SCHEDULE 2 -- EXECUTIVES OF CANDIDATE GOC ASSOCIATES AND ASSOCIATE SUBSIDIARIES

Part 1--Interpretation
1. Definitions for sch 2

Part 2--Chief executive officer
2. Appointment of chief executive officer
3. Appointment of acting chief executive officer
4. Terms of appointment not provided for under Act
5. Resignation
6. Termination of appointment
7. Duties of chief executive officer
8. Things done by chief executive officer
9. Delegation by chief executive officer

Part 3--Senior executives
10. Appointment of senior executives

SCHEDULE 4 -- APPLICATION OF CHAPTER 3 OF ACT TO PRESCRIBED GOC SUBSIDIARIES

Part 1--Preliminary
1. Purpose
2. Definitions
3. Application of ch 3 of the Act to prescribed GOC subsidiaries

Part 2--Provisions of chapter 3 of Act as applied to prescribed GOC subsidiaries
75. Prescribed GOC subsidiary must be proprietary company limited by shares
76. Application of Corporations Act to prescribed GOC subsidiaries
77. Prescribed GOC subsidiary not exempt public authority
78. Shareholders of a prescribed GOC subsidiary
79. Shareholding GOCs must have equal number of shares (words omitted)
83. Shareholding GOCs not directors
84. Resolutions without meetings
88. Role of board
89. Composition of board
90. Public service officers not eligible for appointment as directors
92. Appointment of chief executive officer
114. Exercise of reserve power of shareholding Ministers to notify GOC's board of public sector policies
115. Exercise of reserve power of shareholding Ministers to give directions in public interest
116. Direction given following notice of suspected insolvency
117. Subsidiary and board not otherwise subject to government direction
120. Matters to be included in annual report
121. Deletion of commercially sensitive matters from annual report etc.
122. Board to keep shareholding Ministers informed
123. Application of Corporations Act to officers of GOC
125. Notice of suspected insolvency otherwise than because of direction or notification
126. General powers of prescribed GOC subsidiaries
127. Doctrine of ultra vires etc. not revived
138. Reserve power of shareholding Ministers to direct that asset not be disposed of
154. Relationship of prescribed GOC subsidiaries with the State
156. Application of Crime and Misconduct Act
157. Application of Ombudsman Act 2001
Endnotes

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