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This Act may be cited as the Bank Integration Act 1991.
This Act commences on the day on which it receives the Royal Assent.
This Act extends to all external Territories.
This Act binds the Crown in right of the Commonwealth, of each of the States, of the Northern Territory and of the Australian Capital Territory.
In this Act, unless the contrary intention appears:
asset means property, or a right, of any kind, and includes:
any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and
any chose in action; and
any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and
a CGT asset within the meaning of the Income Tax Assessment Act 1997.
authorised person, in relation to a particular provision, a particular receiving bank and the relevant transferring bank, means:
the Treasurer; or
if the Treasurer designates, in writing:
the chief executive officer or another senior executive of the receiving bank; or
an SES employee or acting SES employee;
as an authorised officer in relation to that provision and those banks—the officer so designated.
BNZ means Bank of New Zealand.
BNZ Savings means Bank of New Zealand Savings Bank Limited.
business, in relation to a bank, includes the assets and liabilities of the bank.
chief executive officer, in relation to a receiving bank, means the officer having the day to day management of the affairs of the bank and includes an officer acting from time to time in that capacity.
Commonwealth Bank means the Commonwealth Bank of Australia.
Commonwealth Savings Bank means the Commonwealth Savings Bank of Australia.
complementary legislation, in relation to the operation of this Act in respect of a particular receiving bank (other than the Commonwealth Bank or the BNZ) and the relevant transferring bank, means legislation of the kind referred to in subsection 11(1) in relation to those banks.
incorporating State means:
in relation to a receiving bank other than the Commonwealth Bank, the Westpac Banking Corporation or BNZ—the State in which the bank was incorporated; and
in relation to the Westpac Banking Corporation—New South Wales.
instrument includes a document and an oral agreement.
interest, in relation to land, includes:
a legal or equitable estate or interest in the land; or
a right, power or privilege over, or in relation to, the land.
liability includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective).
parallel New Zealand legislation, in relation to the operation of this Act in respect of BNZ and BNZ Savings, means a law of New Zealand to vest the undertaking of BNZ Savings in BNZ and to enable the subsequent dissolution of BNZ Savings.
proceeding to which this Act applies, in relation to a receiving bank, means a legal proceeding (including a proceeding before an administrative tribunal or an arbitration) that relates to business that becomes transferred business in relation to that bank.
receiving bank means a bank whose name is included in Column 1 of Schedule 1.
relevant receiving bank, in relation to a transferring bank, means the receiving bank whose name is included in Column 1 of Schedule 1 opposite the name of the transferring bank in Column 2 of that Schedule.
relevant transferring bank, in relation to a receiving bank, means a transferring bank whose name is included in Column 2 of Schedule 1 opposite the name of the receiving bank in Column 1 of that Schedule.
security, in relation to payment of a debt or other liability, includes an agreement to give such a security on demand or otherwise.
succession day, in relation to a receiving bank and a relevant transferring bank, means the day fixed under section 9 as the succession day for those banks.
tax includes:
stamp duty; and
any other tax, duty, levy or charge; and
any fee (however described) that is not a tax.
transferred asset, in relation to a receiving bank, means an asset that has become, under this Act, an asset of the receiving bank.
transferred business, in relation to a receiving bank, means the business that has become, under this Act, business of the receiving bank.
transferred liability, in relation to a receiving bank, means a liability that has become, under this Act, a liability of the receiving bank.
transferring bank means a bank whose name is included in Column 2 of Schedule 1.
translated instrument, in relation to a particular transferring bank, means an instrument (including a legislative instrument other than this Act) subsisting immediately before the succession day for that bank and the relevant receiving bank:
to which the transferring bank is a party; or
that was given to, by or in favour of, the transferring bank; or
that refers to the transferring bank; or
under which money is, or may become, payable, or other property is, or may become, liable to be transferred, to or by the transferring bank.
Where reference is made in this Act to anything done for a purpose connected with, or arising out of, the operation or effect of this Act or of any complementary legislation or any parallel New Zealand legislation, that reference is taken to include any transaction entered into, or any instrument or document made, executed, lodged or given, for that purpose.
It is the intention of the Parliament that this Act should apply, as far as possible, in relation to the following:
land outside Australia;
things outside Australia;
acts, transactions and matters done, entered into or occurring outside Australia;
land, things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of a foreign country.
Subsection (1) applies to BNZ and BNZ Savings only in so far as the extraterritorial operation of the Act is necessary to deal with the business of BNZ Savings that relates to its Australian operations.
Where, having regard to Commonwealth Government policy concerning integration of banks, a receiving bank (other than BNZ) and the relevant transferring bank agree to seek the statutory vesting of the business of the transferring bank in the receiving bank, the receiving bank may give notice in writing of their agreement:
to the Reserve Bank; and
to the Treasurer.
Where, having regard to Commonwealth Government policy concerning integration of banks, BNZ and BNZ Savings agree to seek the statutory vesting of the business of BNZ Savings that relates to its Australian operations in BNZ, BNZ may give notice in writing of their agreement:
to the Reserve Bank; and
to the Treasurer.
Where the Reserve Bank receives notice of a proposal under paragraph 7(1)(a) from a receiving bank, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of both the receiving bank and of the relevant transferring bank would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
Where the Reserve Bank receives a notice of a proposal under paragraph 7(2)(a) from BNZ, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of BNZ in its Australian operations and of BNZ Savings in its Australian operations would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
Subject to sections 10 and 11, where the Treasurer receives notice of a proposal under paragraph 7(1)(b) from a receiving bank, he or she may:
if the receiving bank is the Commonwealth Bank—in consultation with the chief executive officer of the bank; and
if the receiving bank is another bank—in consultation with the Treasurer (however described) of the incorporating State and the chief executive officer of the bank;
by notice published in the Gazette, fix a day on which the business of the relevant transferring bank is to vest in the receiving bank.
Subject to section 10, where the Treasurer receives notice of a proposal under paragraph 7(2)(b) from BNZ, he or she may, in consultation with the Minister of Finance of New Zealand and the chief executive officer of BNZ, by notice published in the Gazette, fix a day on which the business of BNZ Savings that relates to its Australian operations is to vest in BNZ.
The day fixed in a notice under subsection (1) or (2) is to be called the succession day for the receiving bank and the relevant transferring bank referred to in the notice and must not be a day occurring before the day of publication of the notice.
The Treasurer must not fix a succession day for a receiving bank and a relevant transferring bank unless the Treasurer is satisfied, having regard to the certificate given to the Treasurer by the Reserve Bank under section 8 and to any other relevant matter of which the Treasurer is aware, that the interests of the depositors of the receiving and transferring banks are adequately protected.
The Treasurer must not fix a succession day for a receiving bank (other than the Commonwealth Bank or BNZ) and the relevant transferring bank unless he or she is satisfied that legislation has been enacted in the State in which both the transferring bank and the receiving bank are established to facilitate the proposed vesting of the business of the transferring bank in the receiving bank.
Complementary legislation under subsection (1) must include provision:
to ensure that the receiving bank is taken, on the succession day, to be the successor in law to the transferring bank; and
without limiting the generality of the concept of successor in law, to ensure that, on the succession day:
the assets of the transferring bank vest in, or are otherwise available for the use of, the receiving bank; and
the liabilities of the transferring bank become liabilities of the receiving bank; and
to secure exemption from any tax imposed under the law of that State in respect of:
the operation or effect of this Act or that complementary legislation; or
anything done for a purpose connected with, or arising out of, that operation or effect; and
to provide for the dissolution on the succession day of the company that operated as the transferring bank.
In subsection (2):
tax, in relation to the complementary legislation of a particular State, does not include any fee or tax prescribed by the Corporations Regulations of that State.
On the succession day for a receiving bank (other than BNZ) and the relevant transferring bank, the receiving bank becomes the successor in law of the transferring bank.
On the succession day for BNZ and BNZ Savings, the business of BNZ Savings that relates to its Australian operations ceases to be the business of that bank and becomes the business of BNZ.