Territory-owned Corporations Act 1990

This Act is the Territory-owned Corporations Act 1990.

The dictionary at the end of this Act is part of this Act.

Note 1 The dictionary at the end of this Act defines certain terms used in this Act, and includes references (signpost definitions) to other terms defined elsewhere.

For example, the signpost definition ‘directorate—see the Financial Management Act 1996, dictionary.’ means that the term ‘directorate’ is defined in that dictionary and the definition applies to this Act.

Note 2 A definition in the dictionary (including a signpost definition) applies to the entire Act unless the definition, or another provision of the Act, provides otherwise or the contrary intention otherwise appears (see Legislation Act, s 155 and s 156 (1)).

A note included in this Act is explanatory and is not part of this Act.

Note See the Legislation Act, s 127 (1), (4) and (5) for the legal status of notes.

In its application to Icon Water Limited, this Act applies subject to the modifications specified in schedule 4.

Part 2 Establishment of corporations

A company specified in schedule 1 is a territory-owned corporation.

A regulation may amend schedule 1 to reflect a change in the name of a company.

The main objectives of a territory-owned corporation or subsidiary are—

to operate at least as efficiently as any comparable business; and

to maximise the sustainable return to the Territory on its investment in the corporation or subsidiary in accordance with the performance targets in the latest statement of corporate intent of the corporation; and

to show a sense of social responsibility by having regard to the interests of the community in which it operates, and by trying to accommodate or encourage those interests; and

if its activities affect the environment—to operate in accordance with the object of ecologically sustainable development.

The main objectives of the company are of equal importance.

In this section:

ecologically sustainable development means the effective integration of environmental and economic considerations in decision-making processes achievable through implementation of the following principles:

the precautionary principle;

the inter-generational equity principle;

conservation of biological diversity and ecological integrity;

improved valuation and pricing of environmental resources.

inter-generational equity principle means that the present generation should ensure that the health, diversity and productivity of the environment is maintained or enhanced for the benefit of future generations.

precautionary principle means that, if there is a threat of serious or irreversible environmental damage, a lack of full scientific certainty should not be used as a reason for postponing measures to prevent environmental degradation.

A territory-owned corporation or subsidiary is not, only because of its status as a territory-owned corporation or subsidiary—

the Territory; or

a representative of the Territory; or

a government entity under the Legislation Act, section 121 (Binding effect of Acts).

Accordingly, a territory-owned corporation or subsidiary is not, only because of its status as a territory-owned corporation or subsidiary—

entitled to any immunity or privilege of the Territory; or

exempt from a tax, duty, fee or charge payable under an Act.

Also, the Territory is liable for the debts and other liabilities of a territory-owned corporation or subsidiary only if—

this or another Act provides that the Territory is liable; or

the Territory agrees to be liable.

This section has effect despite the Legislation Act, section 121.

If a company becomes a territory-owned corporation or a subsidiary, the Portfolio Minister must, within 15 sitting days of the occurrence, present to the Legislative Assembly—

a statement setting out—

the names of the shareholders; and

a description of the principal activities to be carried out by the company; and

a copy of the constitution of the company.

If there is a change in a matter specified in the statement or in the constitution, the Minister must, within 15 sitting days of the change, present to the Legislative Assembly a further statement setting out—

for a change in a matter mentioned in subsection (1) (a)—details of the change; and

for a change in the constitution—a summary of the change.

The obligations imposed by this Act on a company or the directors or shareholders of a company are additional to the obligations that are imposed on them by any other law or the constitution of the company.

The voting shareholders of a territory-owned corporation must ensure that the constitution of the corporation or any subsidiary always contains provisions to the effect of those required by schedule 2 and schedule 3.

If the constitution of a company that becomes a territory-owned corporation or subsidiary does not comply with schedule 2 or schedule 3, the voting shareholders must ensure that compliance is achieved as soon as possible.

The Legislative Assembly may approve a provision in the constitution of a territory-owned corporation or subsidiary that is inconsistent with this Act.

A provision in the constitution of a territory-owned corporation or subsidiary that—

is inconsistent with this Act; and

has not been approved by the Legislative Assembly;

is of no effect to the extent of the inconsistency.

Subject to this section, a person is not eligible to be appointed as director of a territory-owned corporation or a subsidiary unless, in the opinion of the voting shareholders, the person has the expertise or skills necessary to assist the corporation to achieve its principal objective.

Subject to subsection (3), the voting shareholders must not—

appoint a director of a territory-owned corporation; or

consent to the appointment of a director of a subsidiary;

unless, before so doing, they have—

consulted with the relevant Assembly committee; and

considered any recommendation made by the committee within 30 days after the consultation.

If, for any reason, the number of directors of a territory-owned corporation or a subsidiary falls below—

if the constitution of the corporation or subsidiary provides or provide for the minimum number of directors—that number; or

in any other case—the minimum number of directors required under the Corporations Act;

the voting shareholders are not required to comply with subsection (2) in relation to an appointment that, when made, will raise the number of directors to the number mentioned in paragraph (a) or (b), as the case requires.

In this section:

relevant Assembly committee means a standing committee of the Legislative Assembly nominated, in writing, by the Speaker for subsection (2) (c).

The Chief Minister may, in writing, authorise a person to participate in the formation of a company that it is intended will become a territory-owned corporation or a subsidiary.

The Chief Minister may, in writing, authorise a person to hold, on behalf of the Territory, a voting share in a company that is, or it is intended will become, a territory-owned corporation.

The Treasurer may, in writing, authorise a person to hold, on behalf of the Territory, a non-voting share in a company that is, or it is intended will become, a territory-owned corporation.

A person is eligible to hold a share or a right relating to a share in a territory-owned corporation only if—

for a voting share—the person is a Minister and has been authorised under subsection (2); or

for a non-voting share—

the person has been authorised under subsection (3); or

the person is a territory-owned corporation; or

the person is eligible under subsection (9).

Subject to subsection (9), a person who holds a share or a right relating to a share in a territory-owned corporation holds the share or right on trust for the Territory.

The Chief Minister may, in writing, direct a person who holds a voting share or a right relating to a voting share on trust for the Territory to transfer it to another person named in the instrument.

The Treasurer may, in writing, direct a person who holds a non-voting share or a right relating to a non-voting share on trust for the Territory to transfer it to a person (including the corporation that has issued the share or right) named in the instrument.

A direction under subsection (6) or (7) is effective only if—

the proposed transferee is eligible under subsection (4) (a) or (b) to hold the share or right; or

the Legislative Assembly has, by resolution, approved the direction.

If the Legislative Assembly approves a direction under subsection (8) (b), a person to whom a share or right is transferred under to the direction—

is eligible to hold the share or right; but

subsection (5) does not apply to the person in relation to the share or right so transferred.

A person who holds a share or right on trust for the Territory may not transfer it otherwise than under a direction under this section.