Public Corporations (SA Co-ordinated Care) Regulations 1997 (SA)

SOUTH AUSTRALIA

PUBLIC CORPORATIONS (SA CO-ORDINATED CARE) REGULATIONS

SUMMARY OF PROVISIONS

PART 1

PRELIMINARY

1.           Citation

2.           Commencement

3.           Interpretation

PART 2

APPLICATION OF ACT TO MINISTER

4.           Application of Act to Minister

PART 3

SA CO-ORDINATED CARE

DIVISION 1—ESTABLISHMENT AND CONSTITUTION OF SUBSIDIARY

5.           Establishment of subsidiary (s. 24)

6.           Establishment of board

7.           Composition of board

8.           Conditions of membership

9.           Vacancies or defects in appointment of directors

10.           Remuneration

11.           Proceedings

12.           Disclosure

DIVISION 2—FUNCTIONS AND PERFORMANCE

13.           Functions of subsidiary

14.           Charter

15.           Performance statement

16.           Subsidiary companies

17.           Indirect or joint operations by subsidiary

DIVISION 3—FINANCIAL AND RELATED MATTERS

18.           Internal audit

19.           Quarterly reports

20.           Loans, etc., require approval

21.           Provision of information

22.           Common seal and execution of documents

23.           Annual report

REGULATIONS UNDER THE PUBLIC CORPORATIONS ACT 1993

Public Corporations (SA Co-ordinated Care) Regulations 1997

being

No. 134 of 1997: Gaz. 22 May 1997, p. 26551

1 Came into operation 22 May 1997: reg. 2.

PART 1

PRELIMINARY

Citation 1. These regulations may be cited as the Public Corporations (SA Co-ordinated Care)

Regulations 1997.

Commencement

2. These regulations come into operation on the day on which they are made.

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 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 Health;

"the subsidiary" means SA Co-ordinated Care established under Part 3.

PART 2

APPLICATION OF ACT TO MINISTER

Application of Act to Minister

4. The following provisions of the Act apply to the Minister:

(a)	Part 1 (Preliminary);
(b)	section 24 (Formation of subsidiary by regulation);
(c)	section 25 (Dissolution of subsidiary established by regulation);
(d)	the schedule (Provisions applicable to subsidiaries).

PART 3

SA CO-ORDINATED CARE

DIVISION 1—ESTABLISHMENT AND CONSTITUTION OF SUBSIDIARY

Establishment of subsidiary (s. 24)

5. (1) SA Co-ordinated Care is established as a subsidiary of the Minister.

(2) The subsidiary—

(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

6. (1) A board of directors is established as the governing body of the subsidiary.

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

the subsidiary.

Composition of board

7. (1) The board consists of seven members appointed by the Minister.

(2) One director will be appointed by the Minister to chair meetings of the board.

(3) 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 his or her absence.

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

(5) 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).

Conditions of membership

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

(2) The office of a 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.

Vacancies or defects in appointment of directors

9. 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

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

Proceedings

11. (1) A quorum of the board consists of four directors.

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

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

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

will preside.

(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) 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.

(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.

(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.

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

Disclosure

12. (1) Where the subsidiary discloses to the Minister or 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.

(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 Minister or the Treasurer.

DIVISION 2—FUNCTIONS AND PERFORMANCE

Functions of subsidiary

13. (1) The subsidiary’s functions are limited to the following:

(a)	to undertake responsibility for ensuring the effective and efficient administration, financial management and evaluation of, and ensuring appropriate accountability for, various co-ordinated care trials for people who require health services or community care;
(b)	to carry out other functions conferred on the subsidiary by the Minister.

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

Charter 14. (1) The Minister and the Treasurer must prepare a charter for the subsidiary.

(2) The charter must address—

(a)	the nature and scope of the subsidiary’s operations;
(b)	the subsidiary’s obligations to report on its operations;
(c)	the form and contents of the subsidiary’s accounts and financial statements;
(d)	any accounting, internal auditing or financial systems or practices to be established or observed by the subsidiary;
(e)	the acquisition or disposal of capital or assets.

(3) The charter may deal with any other matter not specifically referred to in

subregulation (2).

(4) The charter must be reviewed by the Minister at the end of each financial year.

(5) The Minister and the Treasurer may amend the charter at any time.

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

Performance statement

15. (1) The Minister must, when preparing the charter for the subsidiary, also prepare, after consultation with the subsidiary and the Treasurer, 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 Minister considers appropriate.

(2) The Minister must, after consultation with the subsidiary and the Treasurer, review the performance statement when reviewing the subsidiary’s charter.

(3) The Minister may, after consultation with the subsidiary and the Treasurer, amend the performance statement at any time.

Subsidiary companies

16. (1) The subsidiary must not, without the approval of the Treasurer—

(a)	form a subsidiary company; or
(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) 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 memorandum or articles of association such provisions as the Treasurer considers appropriate—

(a)	imposing limitations on the nature or scope of the company’s operations; or
(b)	imposing other controls or practices,

consistent with those applicable to the subsidiary.

Indirect or joint operations by subsidiary

17. 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 3—FINANCIAL AND RELATED MATTERS

Internal audit

18. (1) The subsidiary must establish and maintain effective internal auditing of its

operations.

(2) The subsidiary must, unless exempted by the Treasurer, establish an audit committee.

(3) The audit committee will comprise—

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

but may not include the chief executive of the subsidiary.

(4) The functions of the audit committee include—

(a)	reviewing annual financial statements to ensure that they provide a true and fair view of the state of affairs of the subsidiary; and
(b)	liaising with external auditors; and
(c)	reviewing the adequacy of the accounting, internal auditing, reporting and other financial management systems and practices of the subsidiary on a regular basis.

Quarterly reports

19. The subsidiary must report to the Minister on the subsidiary’s financial position on a

quarterly basis.

Loans, etc., require approval

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

Provision of information

21. (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) 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) 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) 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.

(5) The subsidiary must notify the Minister if a request is made under this regulation.

Common seal and execution of documents

22. (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 two directors.

(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) 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 subsidiary.

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

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

Annual report

23. (1) The subsidiary must, within three months after the end of each financial year, deliver to the Minister a report on the operations of the subsidiary during that financial year.

(2) The Minister must cause a copy of the report to be laid before both Houses of Parliament within 12 sitting days after receipt of the report.