Public Corporations (TransAdelaide—Mile End) Regulations 1996 (SA)
SOUTH AUSTRALIA
1. Citation
2. Commencement
3. Interpretation
4. Application of Act to TransAdelaide
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. Functions of subsidiary
13. Charter
14. Performance statement
15. Internal audit
16. Quarterly reports
17. Loans, etc., require TransAdelaide’s approval
18. Provision of information
19. Dividends
20. Common seal and execution of documents
being
No. 57 of 1996:
1 Came into operation 11 April 1996: reg. 2.
2. These regulations will come into operation on the day on which they are made.
3. In these regulations, unless the contrary intention appears—"
Act " means thePublic Corporations Act 1993 ;"
board " means the board of directors established as the governing body of the subsidiaryunder Part 3;
"
director " means a person appointed or holding office as a member of the board underPart 3;
"
responsible Minister " means the Minister for Transport;"
the subsidiary " meansTransAdelaide—Mile End established under Part 3.
4. The following provisions of the Act apply to TransAdelaide:
Part 1 | |
section 24 | |
section 25 | |
the schedule |
5. (1)TransAdelaide—Mile End is established as a subsidiary of TransAdelaide.(2) The subsidiary—
is a body corporate; and | |
has perpetual succession and a common seal; and | |
is capable of suing and being sued in its corporate name. |
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.
(2) One director will be appointed by TransAdelaide to chair meetings of the board.
(3) TransAdelaide 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) TransAdelaide 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 member 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).
(2) The office of a director becomes vacant if the director—
dies; or | |
completes a term of office and is not reappointed; or | |
resigns by written notice to TransAdelaide; or | |
becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or | |
is convicted of an indictable offence; or | |
is removed from office by TransAdelaide by written notice on any other ground that TransAdelaide considers sufficient. |
(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—
if another director has been appointed as that director’s deputy and is present at the meeting—the deputy; or | |
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—
notice of the conference is given to all directors in the manner determined by the board for that purpose; and | |
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—
notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and | |
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.
12. (1) The subsidiary’s functions are limited to the following:
to undertake and carry on the business of providing passenger transport services; | |
to enter into service contracts with the Passenger Transport Board under the | |
to carry out other functions conferred on the subsidiary by TransAdelaide. |
(2) The subsidiary must obtain the approval of TransAdelaide before it makes a material change to its activities, policy direction or budget.
subsidiary, the responsible Minister and the Treasurer.
(2) The charter must address—
the subsidiary’s obligations to report on its operations; | |
the form and contents of the subsidiary’s accounts and financial statements; | |
any accounting, internal auditing or financial systems or practices to be established or observed by the subsidiary; | |
the acquisition or disposal of capital or assets. |
(3) The charter may—
limit the powers of the subsidiary; | |
deal with any other matter not specifically referred to in subregulation (2). |
(4) The charter must be reviewed by TransAdelaide at the end of each financial year.
(5) TransAdelaide may, after consultation with the subsidiary, the responsible Minister and the Treasurer, 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 responsible Minister must, within 12 sitting days, have copies of the charter, or the charter in its amended form, laid before both Houses of Parliament.
(2) TransAdelaide must, after consultation with the subsidiary, the responsible Minister and the Treasurer, review the performance statement when reviewing the subsidiary’s charter.
(3) TransAdelaide may, after consultation with the subsidiary, the responsible Minister and the Treasurer, amend the performance statement at any time.
15. (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 chief executive of the subsidiary must not be a member of the audit committee.
(4) The functions of the audit committee include—
reviewing annual financial statements to ensure that they provide a true and fair view of the state of affairs of the subsidiary; and | |
liaising with external auditors; and | |
reviewing the adequacy of the accounting, internal auditing, reporting and other financial management systems and practices of the subsidiary on a regular basis. |
16. The subsidiary must report to TransAdelaide on the subsidiary’s financial position on a
quarterly basis.
(2) The subsidiary must not undertake commercial borrowings without the prior written approval of TransAdelaide.
(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 TransAdelaide if a request is made under this regulation.
(2) The Treasurer may, after consultation with the responsible Minister, by notice in writing
to the subsidiary—
approve a recommendation of the subsidiary under subregulation (1); or | |
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 TransAdelaide, 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 responsible Minister, by notice in writing
to the subsidiary—
approve a recommendation of the subsidiary under subregulation (3); or | |
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 TransAdelaide.
(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.
(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 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 subsidiary.
(4) A document is duly executed by the subsidiary if—
the common seal of the subsidiary is affixed to the document in accordance with this regulation; or | |
the document is signed on behalf of the subsidiary by a person or persons in accordance with authority conferred under this regulation. |
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