Public Corporations (Transmission Lessor Corporation) Regulations 1995 (SA)
South Australia
Public Corporations (Transmission Lessor Corporation) Regulations 1995
under the Public Corporations Act 1993
Contents
1Short title
2Commencement
3Interpretation
4ETSA Transmission Corporation to continue as Transmission Lessor Corporation
5Establishment of board
6Composition of board
6AConditions of membership
6BVacancies or defects in appointment of directors
6CRemuneration
7Proceedings
8Functions of Transmission Corporation
9Common seal and execution of documents
10Transmission Corporation's charter
10AChief executive
11Annual report
Legislative history
1—Short title
These regulations may be cited as the Public Corporations (Transmission Lessor Corporation) Regulations 1995.
2—Commencement
These regulations will come into operation on 1 July 1995.
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 Transmission Corporation under these regulations;
director means a person holding office as a member of the board under these regulations;
RESI means RESI Corporation continued in existence under the Electricity Corporations Act 1994;
Transmission Corporation means Transmission Lessor Corporation established under these regulations.
4—ETSA Transmission Corporation to continue as Transmission Lessor Corporation
(1)ETSA Transmission Corporation continues in existence as a subsidiary of RESI (formerly ETSA Corporation) as Transmission Lessor Corporation.
(2)The Transmission Corporation—
(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.
5—Establishment of board
(1)A board of directors is established as the governing body of the Transmission Corporation.
(2)Anything done by the board in the administration of the Transmission Corporation's affairs is binding on the Corporation.
6—Composition of board
(1)The board consists of—
(a)three members appointed by the Minister of whom one must be appointed by the Minister to chair meetings of the board.
(2)The Minister 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.
(3)On the office of a director becoming vacant, a person may be appointed in accordance with this regulation to the vacant office.
(4)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).
6A—Conditions of membership
(1)A director will be appointed for a term, not exceeding three years, specified in the instrument of appointment and will, at the expiration of a term of appointment, 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 on any ground that the Minister considers sufficient.
6B—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.
6C—Remuneration
An appointed director is entitled to be paid from the funds of the Transmission Corporation such remuneration, allowances and expenses as may be determined by the Minister.
7—Proceedings
(1)A quorum of the board consists of two members.
(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)If the director appointed to chair meetings of the board is absent from a meeting of the board, the meeting will be presided over—
(a)if another director has been appointed as that director's deputy and is present at the meeting—by the deputy; or
(b)in any other case—by 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 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)Subject to these regulations, the board may determine its own procedures.
8—Functions of Transmission Corporation
(1)The Transmission Corporation's functions are limited to the following:
(a)to be the lessor under a lease granted in respect of prescribed assets by a transfer order or a sale/lease agreement made under the Electricity Corporations (Restructuring and Disposal) Act 1999;
(b)to be a party to an instrument related to a lease referred to in paragraph (a) or related to property the subject matter of such a lease;
(c)to be the operator of prescribed assets on the expiration or sooner termination of such a lease;
(d)to hold prescribed assets as owner or lessee for the purposes of a function referred to in a preceding paragraph;
(e)to carry out other functions conferred on the Transmission Corporation by RESI;
(f)to do anything necessary or expedient to be done for the purposes of a function referred to in a preceding paragraph.
(2)In this regulation—
asset, lease, lessor and lessee have the same meanings as in the Electricity Corporations (Restructuring and Disposal) Act 1999;
prescribed assets means—
(a)powerlines (within the meaning of the Electricity Act 1996); or
(b)substations for converting, transforming or controlling electricity; or
(c)equipment for metering, monitoring, or controlling electricity; or
(d)any wires, equipment or other things (including tunnels and cavities) used for, or in connection with, the transmission of electricity; or
(e)any other assets that are, have been or may be used in connection with the operation of a transmission network (within the meaning of the Electricity Act 1996); or
(f)land or interests in land on, over or under which infrastructure referred to in a preceding paragraph is situated or by which access is obtained to such infrastructure.
9—Common seal and execution of documents
(1)The common seal of the Transmission Corporation 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 Transmission Corporation, authorise a director, an employee of the Corporation (whether nominated by name or by office or title) or any other person to execute documents on behalf of the Corporation subject to conditions 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 Transmission Corporation.
(4)A document is duly executed by the Transmission Corporation if—
(a)the common seal of the Corporation is affixed to the document in accordance with this regulation; or
(b)the document is signed on behalf of the Corporation by a person or persons in accordance with authority conferred under this regulation.
10—Transmission Corporation's charter
(2)The charter for the Transmission Corporation must be consistent with RESI's own charter but related to the functions of the Transmission Corporation.
(3)The charter may limit the functions or powers of the Transmission Corporation.
(4)The Transmission Corporation's charter must be reviewed by RESI after consultation with the Corporation in conjunction with the review of RESI's charter under Part 3 of the Public Corporations Act 1993.
(5)RESI may, after consultation with the Transmission Corporation, amend the Corporation's charter at any time.
(6)The charter or any amendment to the charter comes into force and is binding on the Transmission Corporation on a day specified in the charter or amendment (but without affecting any contractual obligations previously incurred by the Corporation).
10A—Chief executive
The board must not appoint or remove a person as chief executive officer of the Transmission Corporation unless it has first consulted with RESI.
11—Annual report
The Transmission Corporation must, within three months after the end of each financial year, deliver to the Minister and RESI a report on its operations during that financial year.
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 Corporations (ETSA Transmission Corporation) Regulations 1995
Revocation of regulations
The Public Corporations (Transmission Lessor Corporation) Regulations 1995 were revoked by Sch 1 cl 1 of the Public Corporations (Transmission Lessor Corporation) Regulations 2010 on 1.7.2010.
Principal regulations and variations
Year No Reference Commencement 1995 137 Gazette 29.6.1995 p3122 1.7.1995: r 2 1997 157 Gazette 19.6.1997 p3032 19.6.1997: r 2 1998 187 Gazette 8.10.1998 p1107 12.10.1998: r 2 1999 249 Gazette 2.12.1999 p3083 20.1.2000: r 2 2003 50 Gazette 22.5.2003 p2028 22.5.2003: r 2 Provisions varied
Entries that relate to provisions that have been deleted appear in italics.
Provision How varied Commencement r 1 varied by 249/1999 r 3 20.1.2000 r 3 ETSA deleted by 249/1999 r 4(a) 20.1.2000 RESI inserted by 249/1999 r 4(b) 20.1.2000 Transmission Corporation substituted by 249/1999 r 4(b) 20.1.2000 r 4 r 4(1) substituted by 249/1999 r 5 20.1.2000 r 6 r 6(1) varied by 157/1997 r 3(a) 19.6.1997 varied by 187/1998 r 3 12.10.1998 (b) deleted by 187/1998 r 3 12.10.1998 (c) deleted by 50/2003 r 4(1) 22.5.2003 r 6(3) inserted by 157/1997 r 3(b) 19.6.1997 varied by 50/2003 r 4(2) 22.5.2003 r 6(4) inserted by 50/2003 r 4(3) 22.5.2003 r 6A inserted by 157/1997 r 4 19.6.1997 r 6A(2) varied by 187/1998 r 4 12.10.1998 varied by 249/1999 r 6 20.1.2000 varied by 50/2003 r 5(1) 22.5.2003 (ea) deleted by 50/2003 r 5(2) 22.5.2003 rr 6B and 6C inserted by 157/1997 r 4 19.6.1997 r 7 r 7(1) varied by 157/1997 r 5 19.6.1997 varied by 50/2003 r 6 22.5.2003 r 8 varied by 249/1999 r 7 20.1.2000 substituted by 50/2003 r 7 22.5.2003 r 10 r 10(1) deleted by 249/1999 r 8(a) 20.1.2000 r 10(2) varied by 249/1999 r 8(b) 20.1.2000 r 10(4) varied by 249/1999 r 8(c) 20.1.2000 r 10(5) varied by 249/1999 r 8(d) 20.1.2000 r 10A inserted by 50/2003 r 8 22.5.2003 r 11 varied 249/1999 r 9 20.1.2000 substituted by 50/2003 r 9 22.5.2003
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