Public Corporations (StudyAdelaide) Regulations 2023

These regulations may be cited as the

Public Corporations (StudyAdelaide)

Regulations 2023.

These regulations come into operation on 1 September

2023.

In these regulations—

Act means the Public Corporations

Act 1993;

board means the board of directors established as the governing body of the subsidiary under

Part 3;

director means a person appointed or holding office as a member of the board under

Part 3;

Minister means the Minister for Industry,

Innovation and Science;

repealed regulations means the

Public Corporations (StudyAdelaide)

Regulations 2011;

subsidiary means StudyAdelaide continued in existence under Part 3.

The following provisions of the Act apply to the Minister:

Part 1 (Preliminary);

section 24 (Formation of subsidiary by regulation);

section 25 (Dissolution of subsidiary established by regulation);

the Schedule (Provisions applicable to subsidiaries).

StudyAdelaide (established as Education Adelaide and continued in existence as a subsidiary of the Minister as StudyAdelaide under the repealed regulations) continues in existence as a subsidiary of the

Minister.

The subsidiary—

is a body corporate; and

has perpetual succession and a common seal; and

is capable of suing and being sued in its corporate name.

A board of directors continues as the governing body of the subsidiary.

A member of the board in office immediately before the commencement of this clause continues in office, subject to these regulations, for the remainder of the term for which the member was appointed.

Anything done by the board in the administration of the subsidiary's affairs is binding on the subsidiary.

The board consists of not less than 8 members appointed by the Minister.

1 director will be appointed by the Minister to chair meetings of the board.

The Minister may appoint a director to be the deputy of the director appointed to chair the board and the deputy may perform or exercise the functions and powers of that director in their absence.

On the office of a director becoming vacant, a person may be appointed in accordance with this regulation to the vacant office.

The Minister may appoint a suitable person to be deputy of a member of the board during any period of absence of the member (and any reference to a director in these regulations will be taken to include, unless the contrary intention appears, a reference to a deputy while acting as a member of the board).

A director will be appointed for a term, not exceeding

3 years, specified in the instrument of appointment and, at the expiration of a term of appointment, will be eligible for reappointment.

The office of a director becomes vacant if the director—

dies; or

completes a term of office and is not reappointed; or

resigns by written notice to the Minister; or

becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or

is convicted of an indictable offence; or

is removed from office by the Minister by written notice.

An act of the board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a director.

A director is entitled to be paid from the funds of the subsidiary such allowances and expenses as may be determined by the

Minister.

A quorum of the board consists of one‑half of the total number of its members (ignoring any resulting fraction) plus 1.

The director appointed to chair the board will preside at meetings of the board at which they are present.

If the director appointed to chair the board is absent from a meeting of the board—

if another director has been appointed as that director's deputy and is present at the meeting—the deputy; or

in any other case—a director chosen by the directors present at the meeting, will preside.

A decision carried by a majority of the votes cast by directors at a meeting is a decision of the board.

Each director present at a meeting of the board has 1 vote on a question arising for decision and, if the votes are equal, the director presiding at the meeting may exercise a casting vote.

A meeting held remotely by means of audio visual or audio communication (or a combination of both those means of communication) between directors will, for the purposes of this regulation, be taken to be a meeting of the board at which the participating directors are present if—

notice of the meeting is given to all directors in the manner determined by the board for that purpose; and

each participating director is capable of communicating with every other participating director during the meeting.

A proposed resolution of the board will be taken to be a valid decision of the board despite the fact that it is not voted on at a meeting of the board if—

notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and

a majority of the directors express their concurrence in the proposed resolution in writing setting out the terms of the resolution.

The board must cause accurate minutes to be kept of its proceedings.

The director presiding at a meeting of the board may allow other persons to attend (but not participate in) all or part of a meeting of the board.

A person authorised in writing by the Treasurer may attend (but not participate in) a meeting of the board and may have access to papers provided to directors for the purpose of the meeting.

If the board considers that a matter dealt with at a meeting attended by a representative of the Treasurer should be treated as confidential, the board may advise the Treasurer of that opinion giving the reason for the opinion and the Treasurer may, subject to subregulation (12), act on that advice as the Treasurer thinks fit.

If the Treasurer is satisfied on the basis of the board's advice under subregulation (11) that the subsidiary owes a duty of confidence in respect of a matter, the Treasurer must ensure the observance of that duty in respect of the matter, but this subregulation does not prevent a disclosure as required in the proper performance of ministerial functions or duties.

Subject to these regulations, the board may determine its own procedures.

If the subsidiary discloses to the Minister or the Treasurer a matter in respect of which the subsidiary owes a duty of confidence, the subsidiary must give notice in writing of the disclosure to the person to whom the duty is owed.

A director of the subsidiary does not commit a breach of duty by reporting a matter relating to the affairs of the subsidiary to the Minister or the Treasurer.