Public Corporations (ETSA Generation Corporation) Regulations 1995 (SA)

SOUTH AUSTRALIA

PUBLIC CORPORATIONS (ETSA GENERATION CORPORATION)

REGULATIONS 1995

SUMMARY OF PROVISIONS

1.           Citation

2.           Commencement

3.           Interpretation

4.           Establishment of ETSA Generation Corporation

5.           Establishment of board

6.           Composition of board

7.           Conditions of membership

8.           Vacancies or defects in appointment of directors

9.           Remuneration

10.           Proceedings

11.           Functions of Generation Corporation

12.           Common seal and execution of documents

13.           Generation Corporation’s charter

14.           Performance statements

REGULATIONS UNDER THE PUBLIC CORPORATIONS ACT 1993

Public Corporations (ETSA Generation Corporation)

Regulations 1995

being

No. 138 of 1995: Gaz. 29 June 1995, p. 31261

1 Came into operation 1 July 1995: reg. 2.

Citation 1. These regulations may be cited as the Public Corporations (ETSA Generation

Corporation) Regulations 1995.

Commencement

2. These regulations will come into operation on 1 July 1995.

Interpretation

3. In these regulations, unless the contrary intention appears—

"Act" means the Public Corporations Act 1993;

"board" means the board of directors established as the governing body of the Generation

Corporation under these regulations;

"director" means a person holding office as a member of the board under these regulations;

"ETSA" means ETSA Corporation established under the Electricity Corporations Act 1994;

"Generation Corporation" means ETSA Generation Corporation established under these

regulations.

Establishment of ETSA Generation Corporation

4. (1) ETSA Generation Corporation is established as a subsidiary of ETSA.

(2) The Generation Corporation—

(a)	is a body corporate; and
(b)	has perpetual succession and a common seal; and
(c)	is capable of suing and being sued in its corporate name.

Establishment of board

5. (1) A board of directors is established as the governing body of the Generation

Corporation.

(2) Anything done by the board in the administration of the Generation Corporation’s affairs is binding on the Corporation.

Composition of board

6. (1) The board consists of—

(a)	two members appointed by the Minister (one of whom must be appointed to chair meetings of the board and the other a director of ETSA appointed under Part 2 of the Electricity Corporations Act 1994); and
(b)	the chief executive officer of ETSA; and
(c)	the chief executive officer of the Generation Corporation.

(2) The Minister may appoint a director to be the deputy of the director appointed to chair meetings of the board and the deputy may perform or exercise the functions and powers of that director in his or her absence.

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

Conditions of membership

7. (1) A director will be appointed for a term, not exceeding three years, specified in the instrument of appointment and will, at the expiration of a term of appointment, be eligible for reappointment.

(2) The office of an appointed director becomes vacant if the director—

(a)	dies; or
(b)	completes a term of office and is not reappointed; or
(c)	resigns by written notice to the Minister; or
(d)	becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or
(e)	is convicted of an indictable offence; or
(f)	is removed from office by the Minister by written notice on any ground that the Minister considers sufficient.

Vacancies or defects in appointment of directors

8. 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.

Remuneration

9. An appointed director is entitled to be paid from the funds of the Generation Corporation such remuneration, allowances and expenses as may be determined by the Minister.

Proceedings

10. (1) A quorum of the board consists of three members.

(2) The director appointed to chair meetings of the board will preside at meetings of the board at which he or she is present.

(3) If the director appointed to chair meetings of the board is absent from a meeting of the board, the meeting will be presided over—

(a)	if another director has been appointed as that director’s deputy and is present at the meeting—by the deputy; or
(b)	in any other case—by a director chosen by the directors present at the meeting.

(4) A decision carried by a majority of the votes cast by directors at a meeting is a decision

of the board.

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

(6) A telephone or video conference 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—

(a)	notice of the conference is given to all directors in the manner determined by the board for that purpose; and
(b)	each participating director is capable of communicating with every other participating director during the conference.

(7) A proposed resolution of the board becomes a valid decision of the board despite the fact that it is not voted on at a meeting of the board if—

(a)	notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and
(b)	a majority of the directors express their concurrence in the proposed resolution by letter, telex, facsimile transmission or other written communication setting out the terms of the resolution.

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

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

Functions of Generation Corporation

11. The Generation Corporation’s functions are limited to the following:

(a)	generating and supplying electricity;
(b)	carrying out research and works (including exploration and mining) to develop, secure and utilise energy and fuels;
(c)	carrying out research to develop greater use of renewable energy sources;
(d)	trading in electricity and fuels;
(e)	providing consultancy and other services within areas of the Corporation’s expertise;
(f)	commercial development and marketing of products, processes and intellectual property produced or created in the course of the Corporation’s operations;
(g)	any other function conferred on the Corporation by ETSA.

Common seal and execution of documents

12. (1) The common seal of the Generation Corporation must not be affixed to a document except in pursuance of a decision of the board, and the affixing of the seal must be attested by the signatures of two directors.

(2) The board may, by instrument under the common seal of the Generation Corporation, authorise a director, an employee of the Corporation (whether nominated by name or by office or title) or any other person to execute documents on behalf of the Corporation subject to conditions and limitations (if any) specified in the instrument of authority.

(3) Without limiting subregulation (2), an authority may be given so as to authorise two or more persons to execute documents jointly on behalf of the Generation Corporation.

(4) A document is duly executed by the Generation Corporation if—

(a)	the common seal of the Corporation is affixed to the document in accordance with this regulation; or
(b)	the document is signed on behalf of the Corporation by a person or persons in accordance with authority conferred under this regulation.

Generation Corporation’s charter

13. (1) ETSA must prepare a charter for the Generation Corporation after consultation with

the Corporation.

(2) The charter must be consistent with ETSA’s own charter but related to the functions of the Generation Corporation.

(3) The charter may limit the functions or powers of the Generation Corporation.

(4) The Generation Corporation’s charter must be reviewed by ETSA after consultation with the Corporation in conjunction with the review of ETSA’s charter under Part 3 of the Public Corporations Act 1993.

(5) ETSA may, after consultation with the Generation Corporation, amend the Corporation’s charter at any time.

(6) The charter or any amendment to the charter comes into force and is binding on the Generation Corporation on a day specified in the charter or amendment (but without affecting any contractual obligations previously incurred by the Corporation).

Performance statements

14. (1) ETSA must, when preparing the charter for the Generation Corporation, also prepare, after consultation with the Corporation, a performance statement setting the various performance targets that the Corporation is to pursue in the coming financial year or other period specified in the statement and dealing with such other matters as ETSA considers appropriate.

(2) ETSA must, after consultation with the Generation Corporation, review the performance statement when reviewing the Corporation’s charter.

(3) ETSA may, after consultation with the Generation Corporation, amend the performance statement at any time.