Public Corporations (StudyAdelaide) Regulations 2011 (SA)

South Australia

Public Corporations (StudyAdelaide) Regulations 2011

under the Public Corporations Act 1993

Contents

Part 1—Preliminary

1            Short title

3            Interpretation

Part 2—Application of Act to Minister

4            Application of Act to Minister

Part 3—StudyAdelaide

Division 1—Continuation and constitution of subsidiary

5            Continuation of subsidiary (section 24)

6            Continuation of board

7           Composition of board

8            Conditions of membership

9            Vacancies or defects in appointment of directors

10          Allowances and expenses

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          Dividends

23          Common seal and execution of documents

24          Annual report

Legislative history

Part 1—Preliminary

1—Short title

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

3—Interpretation

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 Investment and Trade;

subsidiary means StudyAdelaide continued in existence under Part 3.

Part 2—Application of Act to Minister

4—Application of Act to Minister

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)Schedule (Provisions applicable to subsidiaries).

Part 3—StudyAdelaide

Division 1—Continuation and constitution of subsidiary

5—Continuation of subsidiary (section 24)

(1)Education Adelaide continues in existence as a subsidiary of the Minister (without change of its corporate identity) as StudyAdelaide.

(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.

6—Continuation of board

(1)A board of directors continues as the governing body of the subsidiary.

(2)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 he or she was appointed.

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

7—Composition of board

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

(2)1 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).

8—Conditions of membership

(1)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.

(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.

9—Vacancies 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.

10—Allowances and expenses

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

11—Proceedings

(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)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, the following person will preside at the meeting:

(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.

(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 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.

(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, fax 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)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.

(10)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.

(11)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.

(12)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.

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

12—Disclosure

(1)If 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 a 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

13—Functions of subsidiary

(1)The subsidiary's functions are limited to the following:

(a)engaging in marketing campaigns promoting Adelaide as a viable and attractive destination for international students (destination marketing);

(b)engaging in other high level marketing campaigns that support the subsidiary's destination marketing;

(c)fostering community support for international students in South Australia;

(d)communications management, as required from time to time, of any situation that may adversely affect South Australia's reputation as an education destination;

(e)acquisition and management of resources and services of the subsidiary in accordance with the laws of this jurisdiction and any other jurisdiction in which the subsidiary carries out its functions;

(f)to carry out any other function (consistent with the subsidiary's strategic direction) that is 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.

14—Charter

(1)The subsidiary continues to be subject to its charter prepared by the Minister and the Treasurer.

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

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

15—Performance statement

(1)The subsidiary continues to be subject to the performance statement prepared by the Minister that sets the various performance targets the subsidiary is to pursue in the coming financial year (or other period specified in the statement) and deals 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.

16—Subsidiary companies

(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 regulation, or by direction, require the subsidiary to take steps to include in a subsidiary company's constitution 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.

17—Indirect 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 3—Financial and related matters

18—Internal audit

(1)The subsidiary must maintain effective internal auditing of its operations.

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

(3)The audit committee must 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 (if any) 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.

19—Quarterly reports

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

20—Loans etc require approval

(1)The subsidiary must not lend or advance to 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.

21—Provision of information

(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.

22—Dividends

(1)The subsidiary must, before the end of each financial year, after consultation with the Minister, 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)The Treasurer may, after consultation with the Minister, by notice in writing to the subsidiary—

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

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

as the Treasurer considers appropriate.

(3)The subsidiary must, if so required by the Treasurer by notice in writing to the subsidiary at any time during a financial year, after consultation with the Minister, 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.

(4)The Treasurer may, after consultation with the Minister, by notice in writing to the subsidiary—

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

(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.

(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 and the Minister.

(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.

23—Common seal and execution of documents

(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)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 2 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.

24—Annual report

(1)The subsidiary must, within 3 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.

Legislative history

Notes

•Please note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.

•Earlier versions of these regulations (historical versions) are listed at the end of the legislative history.

•For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or Corporations (Education Adelaide) Regulations 2011

Principal regulations and variations

New entries appear in bold.

Year	No	Reference	Commencement
2011	200	Gazette 18.8.2011 p3571	18.8.2011: r 2
2016	22	Gazette 14.4.2016 p1169	14.4.2016: r 2
2016	237	Gazette 6.10.2016 p3964	6.10.2016: r 2

Provisions varied

New entries appear in bold.

Entries that relate to provisions that have been deleted appear in italics.

Provision	How varied	Commencement
Pt 1
r 1	varied by 237/2016 r 4	6.10.2016
r 2	omitted under Legislation Revision and Publication Act 2002	14.4.2016
r 3
Minister	substituted by 22/2016 r 4	14.4.2016
subsidiary	varied by 237/2016 r 5	6.10.2016
Pt 3
heading	substituted by 237/2016 r 6	6.10.2016
r 5
r 5(1)	substituted by 237/2016 r 7	6.10.2016
r 13
r 13(1)	substituted by 237/2016 r 8	6.10.2016
Sch 1	omitted under Legislation Revision and Publication Act 2002	14.4.2016

Transitional etc provisions associated with regulations or variations

Public Corporations (Education Adelaide) Variation Regulations 2016 (No 237 of 2016), Pt 3

9—Transitional provisions

(1)StudyAdelaide is the same body corporate as Education Adelaide established under the Public Corporations (Education Adelaide) Regulations 1998 (see Gazette 18.8.2011 p3571) and continued in existence under the Public Corporations (Education Adelaide) Regulations 2011 (see Gazette 14.4.2016 p1169).

(2)A reference in an instrument to Education Adelaide is (where the context admits) to be read as a reference to StudyAdelaide.

Historical versions

14.4.2016