Public Corporations (Playford Centre) Regulations 2011 (SA)

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South Australia

Public Corporations (Playford Centre) Regulations 2011

under the Public Corporations Act 1993

Part 1Preliminary1Short title

These regulations may be cited as the Public Corporations (Playford Centre) Regulations 2011.

2Commencement

These regulations will come into operation on 1 September 2011.

3Interpretation

In these regulations, unless the contrary intention appears—

Act means the Public Corporations Act 1993;

board means the board of directors that is the governing body of the subsidiary under Part 3;

CEO means the Chief Executive Officer of the subsidiary—see section 20;

director means a person appointed or holding office as a member of the board under Part 3;

the subsidiary means Playford Centre continued in existence under Part 3;

Treasurer means the Treasurer for the State of South Australia.

Part 2Application of Act to Treasurer4Application of Act to Treasurer

The following provisions of the Act apply to the Treasurer:

  1. (a)

    Part 1 (Preliminary);

  2. (b)

    section 24 (Formation of subsidiary by regulation);

  3. (c)

    section 25 (Dissolution of subsidiary established by regulation);

  4. (d)

    the Schedule (Provisions applicable to subsidiaries).

Part 3Playford CentreDivision 1Establishment of Playford Centre5Establishment of subsidiary (section 24)
  1. (1)

    Playford Centre continues as a subsidiary of the Treasurer.

  2. (2)

    The subsidiary—

    1. (a)

      is a body corporate; and

    2. (b)

      has perpetual succession and a common seal; and

    3. (c)

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

6Establishment of board
  1. (1)

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

  2. (2)

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

7Composition of board
  1. (1)

    The board is to consist of not more than 7 members appointed by the Treasurer of whom 1 must be a Public Service employee.

  2. (2)

    One director will be appointed by the Treasurer to chair meetings of the board.

  3. (3)

    The Treasurer 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.

  4. (4)

    The CEO is an ex officio member of the board.

  5. (5)

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

8Conditions of membership
  1. (1)

    A director (other than the CEO) will be appointed for a term, not exceeding 2 years, specified in the instrument of appointment and, at the expiration of a term of appointment, will be eligible for reappointment.

  2. (2)

    The office of a director (other than the CEO) becomes vacant if the director—

    1. (a)

      dies; or

    2. (b)

      completed a term of office and is not reappointed; or

    3. (c)

      resigns by written notice to the Treasurer; or

    4. (d)

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

    5. (e)

      is convicted of an indictable offence; or

    6. (f)

      is removed from office by the Treasurer by written notice on any ground that the Treasurer considers sufficient.

9Vacancies or defects in appointment of directors

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.

10Remuneration

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

11Proceedings
  1. (1)

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

  2. (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. (3)

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

    1. (a)

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

    2. (b)

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

will preside.

  1. (4)

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

  2. (5)

    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.

  3. (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—

    1. (a)

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

    2. (b)

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

  4. (7)

    A proposed resolution becomes a decision of the board if—

    1. (a)

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

    2. (b)

      a majority of the directors express their concurrence in the proposed resolution by letter, fax or other written communication setting out the terms of the resolution.

  5. (8)

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

  6. (9)

    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.

  7. (10)

    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 (11), act on that advice as the Treasurer thinks fit.

  8. (11)

    If the Treasurer is satisfied on the basis of the board's advice under subregulation (10) 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.

  9. (12)

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

12Confidentiality
  1. (1)

    Subject to this regulation, a director who, as a member of the board, acquires information—

    1. (a)

      that the director knows to be of a commercially sensitive nature, or to be provided on a confidential basis; or

    2. (b)

      that the board classifies as confidential information,

must not divulge the information without the approval of the board.

  1. (2)

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

13Notification of disclosure

If the subsidiary discloses to the Treasurer in pursuance of the Act or these regulations 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.

Division 2Functions and powers of Playford Centre14Functions of Playford Centre
  1. (1)

    The subsidiary's functions are limited to the following:

    1. (a)

      to contribute to South Australia's economic development by facilitating the formation and development of innovative technology ventures and, in particular—

      1. (i)

        to provide seed capital and business guidance to such ventures; and

      2. (ii)

        to manage prudently any investment by the Crown in such ventures so as to minimise any commercial risk or financial exposure while maximising any financial return; and

      3. (iii)

        to assist in locating and attracting investment by others in such ventures;

    2. (b)

      to carry out other functions conferred on the subsidiary by the Treasurer.

  2. (2)

    The subsidiary must obtain the approval of the Treasurer before it makes a material change to its policy direction or budget.

15Charter
  1. (1)

    The subsidiary must have a charter prepared by the Treasurer.

  2. (2)

    The charter must address—

    1. (a)

      the nature and scope of the subsidiary's operations;

    2. (b)

      the subsidiary's obligations to report on its operations;

    3. (c)

      the form and contents of the subsidiary's accounts and financial statements;

    4. (d)

      any accounting, internal auditing or financial systems or practices to be established or observed by the subsidiary;

    5. (e)

      the acquisition or disposal of capital or assets.

  3. (3)

    The charter may—

    1. (a)

      limit the powers of the subsidiary;

    2. (b)

      deal with any other matter not specifically referred to in subregulation (2).

  4. (4)

    The Treasurer must, after consultation with the subsidiary, review the charter at the end of each financial year.

  5. (5)

    The Treasurer may, after consultation with the subsidiary, amend the charter at any time.

  6. (6)

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

  7. (7)

    On the charter or an amendment to the charter coming into force, the Treasurer must, within 12 sitting days, have copies of the charter, or the charter in its amended form, laid before both Houses of Parliament.

16Performance statement
  1. (1)

    The Treasurer must, when preparing the charter for the subsidiary, also prepare, after consultation with the subsidiary, a performance statement setting the various performance targets that the subsidiary is to pursue in the coming financial year or other period specified in the statement and dealing with such other matters as the Treasurer considers appropriate.

  2. (2)

    The Treasurer must, after consultation with the subsidiary, review the performance statement when reviewing the subsidiary's charter.

  3. (3)

    The Treasurer may, after consultation with the subsidiary, amend the performance statement at any time.

17Subsidiary companies
  1. (1)

    The subsidiary must not, without the approval of the Treasurer—

    1. (a)

      form a subsidiary company; or

    2. (b)

      acquire, or enter into any arrangement under which it will at a future time or would on the happening of some contingency hold, relevant interests in shares in a company such that the company becomes a subsidiary of the subsidiary.

  2. (2)

    The Treasurer may, as a condition of approval under this section, or by direction, require the subsidiary to take steps to include in a subsidiary company's constitution such provisions as the Treasurer considers appropriate—

    1. (a)

      imposing limitations on the nature or scope of the company's operations; or

    2. (b)

      imposing other controls or practices,

consistent with those applicable to the subsidiary.

18Guarantee or indemnity for other subsidiary company subject to Treasurer's approval

The subsidiary must not, without the approval of the Treasurer, give a guarantee or provide an indemnity in respect of liabilities of a company that is a subsidiary of the subsidiary.

19Indirect or joint operations by subsidiary

The subsidiary must not, without the approval of the Treasurer, establish a trust scheme or a partnership or other scheme or arrangement for sharing of profits or joint venture with another person or undertake any operations or transactions pursuant to such a scheme or arrangement.

Division 3Chief Executive Officer20Chief Executive Officer
  1. (1)

    There will be a Chief Executive Officer (CEO) of the subsidiary.

  2. (2)

    Subject to subregulation (3), each CEO will be appointed by the board on terms and conditions determined by the board.

  3. (3)

    The board must obtain the approval of the Treasurer before—

    1. (a)

      making an appointment under subregulation (2); or

    2. (b)

      determining or varying the terms and conditions of appointment of a CEO; or

    3. (c)

      removing a person from the position of CEO.

Division 4Financial and related matters21Internal audit
  1. (1)

    The subsidiary must establish and maintain effective internal auditing of its operations.

  2. (2)

    The subsidiary must, unless exempted by the Treasurer, have an audit committee.

  3. (3)

    The audit committee will comprise—

    1. (a)

      a member of the board of the subsidiary, or such members of the board as the board may from time to time determine; and

    2. (b)

      such other person or persons as the board may from time to time appoint,

but may not include the CEO.

  1. (4)

    The functions of the audit committee include—

    1. (a)

      reviewing annual financial statements to ensure that they provide a true and fair view of the state of affairs of the subsidiary; and

    2. (b)

      liaising with external auditors; and

    3. (c)

      reviewing the adequacy of the accounting, internal auditing, reporting and other financial management systems and practices of the subsidiary on a regular basis.

22Quarterly reports

The subsidiary must report to the Treasurer on the subsidiary's financial position on a quarterly basis.

23Loans etc require approval
  1. (1)

    The subsidiary must not lend or advance to, or deposit with, any person any money, securities or property without the prior written approval of the Treasurer.

  2. (2)

    The subsidiary must not undertake commercial borrowings without the prior written approval of the Treasurer.

24Provision of information
  1. (1)

    The subsidiary must, at the request in writing of the Treasurer, furnish the Treasurer with such information or records in the possession or control of the subsidiary as the Treasurer may require in such manner and form as the Treasurer may require.

  2. (2)

    If a record in the possession or control of the subsidiary is furnished to the Treasurer under this regulation, the Treasurer may make, retain and deal with copies of the record as the Treasurer thinks fit.

  3. (3)

    If the board considers that information or a record furnished under this regulation contains matters that 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 (4), act on that advice as the Treasurer thinks fit.

  4. (4)

    If the Treasurer is satisfied on the basis of the board's advice under subregulation (3) 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.

25Dividends
  1. (1)

    The subsidiary must, before the end of each financial year, recommend by writing to the Treasurer that the subsidiary pay a specified dividend, or not pay any dividend, for that financial year, as the subsidiary considers appropriate.

  2. (2)

    The Treasurer may, after consultation with the subsidiary, by notice in writing to the subsidiary—

    1. (a)

      approve a recommendation of the subsidiary under subregulation (1); or

    2. (b)

      determine that a dividend specified by the Treasurer be paid, or that no dividend be paid,

as the Treasurer considers appropriate.

  1. (3)

    The subsidiary must, if so required by the Treasurer by notice in writing to the subsidiary at any time during a financial year, recommend by writing to the Treasurer that a specified interim dividend or specified interim dividends be paid by the subsidiary for that financial year, or that no such dividend or dividends be paid by the subsidiary as the subsidiary considers appropriate.

  2. (4)

    The Treasurer may, after consultation with the subsidiary, by notice in writing to the subsidiary—

    1. (a)

      approve a recommendation of the subsidiary under subregulation (3); or

    2. (b)

      determine that an interim dividend or interim dividends specified by the Treasurer be paid, or that no interim dividend be paid,

as the Treasurer considers appropriate.

  1. (5)

    If the Treasurer approves a recommendation or determines under this regulation that a dividend or interim dividend or dividends be paid by the subsidiary, the dividend or interim dividend or dividends must be paid at the direction of the Treasurer, in the manner and at the time or times determined by the Treasurer, after consultation with the subsidiary.

  2. (6)

    A recommendation under this regulation must be made by the board and may not be made by any person or committee pursuant to a delegation.

26Common seal and execution of documents
  1. (1)

    The common seal of the subsidiary 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 2 directors.

  2. (2)

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

  3. (3)

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

  4. (4)

    A document is duly executed by the subsidiary if—

    1. (a)

      the common seal of the subsidiary is affixed to the document in accordance with this regulation; or

    2. (b)

      the document is signed on behalf of the subsidiary by a person or persons in accordance with authority conferred under this regulation.

Schedule 1—Revocation and transitional provisions

Part 1—Revocation

1—Revocation of Public Corporations (Playford Centre) Regulations 1996

The Public Corporations (Playford Centre) Regulations 1996 are revoked.

Part 2—Transitional provisions

2—Interpretation

In this Part—

revoked regulations means Public Corporations (Playford Centre) Regulations 1996 revoked under clause 1 of this Schedule.

3—Continuation of Playford Centre

  1. (1)

    The Playford Centre (continued as a subsidiary of the Treasurer under these regulations) is the same body corporate as the Playford Centre that continued in existence as a subsidiary of the Minister for Science and Information Technology under the revoked regulations.

  2. (2)

    A reference in any instrument to the Information Industries Development Centre or IIDC will continue to be taken to be a reference to the Playford Centre.

    Note—

    The subsidiary was established under the name Information Industries Development Centre before being continued as a subsidiary of the Minister under the revoked regulations under the name Playford Centre.

4—Composition of board

A person holding office as a member of the board of the subsidiary under regulation 7 of the revoked regulations immediately before the commencement of this clause will, on that commencement, continue in that office for the balance of that term of office.

5—Charter

The charter prepared by the Minister and the Treasurer under regulation 15 of the revoked regulations and in force immediately before the commencement of this clause will, on that commencement, be taken to be the charter prepared by the Treasurer under regulation 15 of these regulations.

Legislative history

Notes

  • •

    For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or of regulations

    The Public Corporations (Playford Centre) Regulations 2011 were revoked by Sch 1 of the Public Corporations (Playford Centre) (Dissolution and Revocation) Regulations 2012 on 1.7.2012.

    Principal regulations

    Year

    No

    Reference

    Commencement

    2011

    201

    Gazette 25.8.2011 p3628

    1.9.2011: r 2

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