Public Corporations (StudyAdelaide) Regulations 2023 (SA)

South Australia

Public Corporations (StudyAdelaide) Regulations 2023

under the Public Corporations Act 1993

Part 1Preliminary1Short title

These regulations may be cited as the Public Corporations (StudyAdelaide) Regulations 2023.

2Commencement

These regulations come into operation on 1 September 2023.

3Interpretation

In these regulations—

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 Industry, Innovation and Science;

repealed regulations means the Public Corporations (StudyAdelaide) Regulations 2011;

subsidiary means StudyAdelaide continued in existence under Part 3.

Part 2Application of Act to Minister4Application of Act to Minister

The following provisions of the Act apply to the Minister:

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 3StudyAdelaideDivision 1Continuation and constitution of subsidiary5Continuation of subsidiary (section 24)

1. (1)

   StudyAdelaide (established as Education Adelaide and continued in existence as a subsidiary of the Minister as StudyAdelaide under the repealed regulations) continues in existence as a subsidiary of the Minister.

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.

6Continuation of board

1. (1)

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

2. (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 the member was appointed.

3. (3)

   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 consists of not less than 8 members appointed by the Minister.

2. (2)

   1 director will be appointed by the Minister to chair meetings of the board.

3. (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 their absence.

4. (4)

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

5. (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).

8Conditions of membership

1. (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. (2)

   The office of a director becomes vacant if the director—

   1. (a)

      dies; or

   2. (b)

      completes a term of office and is not reappointed; or

   3. (c)

      resigns by written notice to the Minister; 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 Minister by written notice.

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.

10Allowances 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.

11Proceedings

1. (1)

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

2. (2)

   The director appointed to chair the board will preside at meetings of the board at which they are 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 meeting held remotely by means of audio visual or audio communication (or a combination of both those means of communication) 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 meeting 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 meeting.

4. (7)

   A proposed resolution of the board will be taken to be a valid decision of the board despite the fact that it is not voted on at a meeting 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 in writing setting out the terms of the resolution.

5. (8)

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

6. (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.

7. (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.

8. (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.

9. (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.

10. (13)

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

12Disclosure

1. (1)

   If the subsidiary discloses to the Minister or the Treasurer 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. (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 2Functions and performance13Functions of subsidiary

1. (1)

   The subsidiary's functions are limited to the following:

   1. (a)

      engaging in marketing promoting Adelaide as a viable and attractive destination for international students (destination marketing) and supporting a positive destination experience through the delivery of initiatives for international students studying with South Australian education providers;

   2. (b)

      fostering community support for international students in South Australia;

   3. (c)

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

   4. (d)

      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;

   5. (e)

      to carry out any other function (consistent with the subsidiary's strategic direction) that is conferred on the subsidiary by the Minister.

2. (2)

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

14Charter

1. (1)

   The subsidiary must continue to have a charter prepared by the Minister.

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

4. (4)

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

5. (5)

   The Minister may 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 Minister must, within 12 sitting days, have copies of the charter, or the charter in its amended form, laid before both Houses of Parliament.

15Performance statement

1. (1)

   The subsidiary continues to be subject to the performance statement prepared by the Minister setting out 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. (2)

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

3. (3)

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

16Subsidiary 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 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—

   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.

17Indirect 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 3Financial and related matters18Internal audit

1. (1)

   The subsidiary must 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 must comprise at least 4 persons, being—

   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 must not include the chief executive (if any) of the subsidiary.

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.

19Quarterly reports

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

20Loans etc require approval

1. (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. (2)

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

21Provision of information

1. (1)

   The subsidiary must, at the request in writing of the Treasurer, provide 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 provided 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 provided 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.

5. (5)

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

22Dividends

1. (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. (2)

   The Treasurer may, after consultation with the Minister, 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, 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.

2. (4)

   The Treasurer may, after consultation with the Minister, 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 and the Minister.

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.

23Common seal and execution of documents

1. (1)

   The common seal of the subsidiary must not be affixed to a document except in accordance with 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.

24Annual report

1. (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. (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.

Schedule 1—Repeal of Public Corporations (StudyAdelaide) Regulations 2011

1—Repeal of Public Corporations (StudyAdelaide) Regulations 2011

The Public Corporations (StudyAdelaide) Regulations 2011 are repealed.

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 regulations

  Year	No	Reference	Commencement
  2023	89	Gazette 16.8.2023 p2995	1.9.2023: r 2