Rail Company Act 2009

The members may give a direction to the Company or a wholly-owned subsidiary of the Company.

Before the members give a direction under subsection (1) to the Company or a wholly-owned subsidiary of the Company, the members are to notify the Company or wholly-owned subsidiary in writing that – the members intend to give the direction on the matter specified in the notification; and the Company or wholly-owned subsidiary has the period specified in the notification to provide information to the members in respect of the specified matter.

A direction given to the Company, or a wholly-owned subsidiary, under subsection (1) – may be given even if the direction is contrary to – the constitution of the Company; or a statement of expectations under section 20 in force in respect of the Company or subsidiary; or the statement of corporate intent under section 20E in force in respect of the Company or subsidiary; or Treasurer’s Instructions in force in respect of the Company or subsidiary; or if the direction is given to a wholly-owned subsidiary, the constitution of the subsidiary; or if the Company or subsidiary provided information in respect of the direction in accordance with subsection (2), that information; and may not be given if the direction is contrary to the provisions of this Act or another Act of this State or the Commonwealth.

The members may, by written notice to the Company or its subsidiary at any time, amend or revoke a direction given to the Company or subsidiary under subsection (1) – at their own discretion; or on the written request of the Board or the subsidiary board; or as a result of an objection made under section 20B in respect of the direction.

As soon as practicable after a direction is given under subsection (1), or amended or revoked under subsection (4), the members must ensure that a written copy of the direction so given, or a copy of the written notice given for an amendment or revocation of a direction – is signed, and dated, by each member; and is given to the Board or the subsidiary board.

A direction given under subsection (1), or an amendment or revocation of such a direction under subsection (4), takes effect – on the day on which a copy of the direction, or a copy of the written notice of the amendment or revocation, is given to the relevant board under subsection (5); or on such later date as is specified in the direction or notice of the amendment or revocation.

The Company, or a wholly-owned subsidiary, must comply with each direction given to the Company or subsidiary under this section.

It is a defence in proceedings for an offence under any Act, if the defendant establishes that the act, or omission, that is the basis of the offence was a result of complying with a direction, or purported direction, given under this section.