Crown Entities Act 2004

Reprint as at 1 February 2013

Crown Entities Act 2004

Public Act2004 No 115
Date of assent21 December 2004
Commencementsee section 2
Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This Act is administered by the State Services Commission and the Treasury.

Contents

1 Title

2 Commencement

Part 1
Preliminary provisions

3 Purpose

4 Application of Acts to Crown entities

5 Application of this Act to school boards of trustees

6 Application of this Act to tertiary education institutions

7 Meaning of Crown entity and categories of Crown entities

8 Meaning of parent Crown entity and Crown entity subsidiary

9 Power to amend Schedules 1 and 2

10 Interpretation

11 Act binds the Crown

12 Outline of main Crown entity provisions

Part 2
Establishment and governance of Crown entities

Subpart 1—Statutory entities

Establishment of statutory entity

13 Establishment of statutory entity

14 Functions

15 Status of statutory entity

16 Core things statutory entities can do

17 Other things statutory entities can do

18 Acts must be for purpose of functions

Validity of acts

19 Acts in breach of statute are invalid

20 Some natural person acts protected

21 Limits on protection of natural person acts

22 Acts that are not in best interests of statutory entity

23 Dealings between statutory entities and other persons

24 Interpretation

Role and accountability of members

25 Board's role

26 Accountability of members to responsible Minister

Responsible Minister's role

27 Responsible Minister's role

Appointment, removal, and conditions of members

28 Method of appointment of members

29 Criteria for appointments or recommendations by responsible Minister

30 Qualifications of members

31 Requirements before appointment

32 Term of office of members

33 Elected, co-opted, etc, members

34 Validity of members' acts

35 Validity of appointments

36 Removal of members of Crown agents

37 Removal of members of autonomous Crown entities

38 Removal of elected members of Crown agents and autonomous Crown entities

39 Removal of members of independent Crown entities

40 Just cause

41 Process for removal

42 Judges serving as members

43 No compensation for loss of office

44 Resignation of members

45 Members ceasing to hold office

46 Member of corporation sole not to hold concurrent office

Remuneration and expenses

47 Remuneration of members

48 Expenses of members

Collective duties of board

49 Entity must act consistently with objectives, functions, statement of intent, and output agreement

50 Functions must be performed efficiently, effectively, and consistently with spirit of service to public

51 Entity must operate in financially responsible manner

52 Subsidiaries and other interests

Individual duties of members

53 Duty to comply with this Act and entity's Act

54 Duty to act with honesty and integrity

55 Duty to act in good faith and not at expense of entity's interests

56 Duty to act with reasonable care, diligence, and skill

57 Duty not to disclose information

Effect of non-compliance with duties

58 Accountability for collective board duties

59 Accountability for individual duties

60 Court actions requiring or restraining board or members

Reliance on information and advice

61 When members may rely on certain information and advice

Conflict of interest disclosure rules

62 When interests must be disclosed

63 Obligation to disclose interest

64 Who disclosure of interests must be made to

65 What must be disclosed

66 Consequences of being interested in matter

67 Consequences of failing to disclose interest

68 Permission to act despite being interested in matter

69 Entity may avoid certain acts done in breach of conflict of interest rules

70 What is fair value

71 Onus of proving fair value

72 Effect of avoidance on third parties

Delegation

73 Ability to delegate

74 Powers of delegate

75 Effect of delegation on entity or board

76 Revocations of delegations

Miscellaneous provisions relating to board

77 Vacancies in membership of board

78 Board procedure

Subpart 2—Crown entity companies

Formation and shareholding of Crown entity companies

79 Formation and acquisition of shares in Crown entity companies

80 Restrictions relating to shares in Crown entity companies

81 Crown entity company must have constitution stating it is Crown entity

82 Constitution must be presented to House of Representatives

83 Shares to be held by person holding office as Minister

84 Appointment of representative of shareholding Minister

85 Interface with Companies Act 1993 and other Acts

Role and accountability of members

86 Board's role

87 Accountability of members to shareholding Ministers

Shareholding Ministers' role

88 Shareholding Ministers' role

Appointment and removal of members

89 Criteria for appointments by shareholding Minister

90 Members must disclose interests before appointment

91 No compensation for removal from office

Collective duties of board

92 Duty to act consistently with objectives, functions, statement of intent, and output agreement

93 Subsidiaries

94 Accountability for collective board duties

Individual duty of members

95 Duty to comply with this Act and entity's Act

Subpart 3—Crown entity subsidiaries

Formation and shareholding of Crown entity subsidiaries

96 Acquisition of subsidiaries

97 Subsidiaries: rules applying to all Crown entities

98 Subsidiaries: rules applying only to statutory entities

99 Application to multi-parent subsidiaries

100 Acquisition of shares or interests in companies, trusts, and partnerships, etc

101 Corporation sole may not acquire interests in bodies corporate

102 Interface with Companies Act 1993 and other Acts

Part 3
Operation of Crown entities

Subpart 1—Provisions applying generally to Crown entities

Directions on government policy to statutory entities and Crown entity companies

103 Power to direct Crown agents to give effect to government policy

104 Power to direct autonomous Crown entities to have regard to government policy

105 No power to direct independent Crown entities or Crown entity companies on government policy unless provided in another Act

106 Directions to members and office holders of entities

107 Whole of government directions

108 Process for giving whole of government directions

109 House of Representatives may resolve to disapply whole of government direction

110 Obligation to give effect to direction

111 Publication of whole of government direction

112 Power to add functions if authorised by entity's Act or constitution

113 Safeguarding independence of Crown entities

Government directions to Crown entities

114 Crown entities must comply with directions given under statutory power of direction

115 Procedure for all Ministerial directions

Employees

116 Employment of employees

117 Employment of chief executive

118 Crown entity to be good employer

119 Application of sections 84 to 84B of the State Sector Act 1988

Subpart 2—Statutory entities

Protections from liability of members, office holders, and employees

120 Protections from liabilities of statutory entity

121 Immunity from civil liability

122 Indemnities in relation to excluded act or omission

123 Insurance for liability of member, office holder, or employee

124 Saving of judicial protections from liability

125 Breach of indemnity and insurance limits

126 Definitions for protections from liability

Dealings with third parties by statutory entities

127 Method of contracting

128 Seal

129 Attorneys

130 Address for service

Subpart 3—Miscellaneous provisions

131 Application of Ombudsmen Act 1975 and Official Information Act 1982

132 Review of Crown entity's operations and performance

133 Power to request information

134 Good reasons for refusing to supply requested information

135 Members, office holders, and employees are officials

Part 4
Crown entity reporting and financial obligations

Subpart 1—Interpretation for this Part

136 Interpretation for this Part

Subpart 2—Reporting obligations

137 Application of this subpart

Planning: Statement of intent

138 Purpose of statement of intent

139 Obligation to prepare statement of intent

140 Statement of intent for newly established Crown entities

141 Content of statement of intent

142 Extra information required in statement of intent for first financial year

143 Exemption for certain outputs

144 Application and term of statement of intent

145 Ministerial involvement in statements of intent

146 Process for providing statement of intent to responsible Minister

147 Amendments to statement of intent by responsible Minister

148 Amendments to statement of intent by Crown entity

149 Obligation to present and publish statement of intent

Reporting: Annual report

150 Obligation to prepare, present, and publish annual report

151 Form and content of annual report

152 Disclosure of payments in respect of members, committee members, and employees

153 Form and content of statement of service performance

154 Annual financial statements

155 Statement of responsibility

156 Audit report

157 Reporting by multi-parent subsidiaries

Subpart 3—Other provisions for financial accountability

Bank accounts

158 Bank accounts of Crown entities

Acquisition of securities, borrowing, guarantees, indemnities, and derivative transactions

159 Application of acquisition of securities, borrowing, guarantees, indemnities, and derivative transactions rules

160 Further provision relating to acquisition of securities, borrowing, guarantees, indemnities, and derivative transactions rules

161 Restrictions on acquisition of securities

162 Restrictions on borrowing

163 Restrictions on giving of guarantees and indemnities

164 Restrictions on use of derivatives

Miscellaneous

165 Net surplus payable by certain statutory entities and Crown entity companies

166 Capital charge payable by certain statutory entities

167 Gifts

168 Accounting records to be kept

Subpart 4—Miscellaneous

169 Taxation of statutory entities

170 Power to require output agreement

171 Offences

172 Penalties for offences

173 Regulations under this Part

174 Minister of Finance instructions

175 Consultation with House of Representatives on reporting standards

176 Application of provisions of Public Finance Act 1989

Part 5
Miscellaneous provisions

Miscellaneous

177 Application of liquidation provisions of Judicature Act 1908 to statutory entities

178 Application of Archives Act 1957

179 Public Bodies Contracts Act 1959 does not apply to Crown entities

180 Local Authorities (Members' Interests) Act 1968 does not apply to Crown entities

181 Administration of Crown entity provisions

Transitional and savings provisions

182 Existing members exempt from qualification requirements

183 Term of office of existing members other than ex officio members

184 Term of office of existing ex officio members

185 Term of office of existing chairpersons and deputy chairpersons

186 Continuation of existing board committees

187 Continuation of existing employment

188 Existing compensation provision

189 Existing protection from liability provisions

190 Existing insurance cover

191 Existing rights under Government Superannuation Fund Act 1956 unaffected

192 Existing delegations and directions to continue

193 Other existing things protected

194 Existing shareholdings in Crown entity subsidiaries

195 Existing bank accounts

196 Existing law on securities, borrowing, guarantees, indemnities, and derivative transactions continues to apply until 1 April 2005

197 Continuation of pre-1 April 2005 securities, borrowing, guarantees, indemnities, and derivative transactions

198 Reporting obligations in respect of financial years ending before 1 July 2006

199 Regulations for transitional, savings, and general purposes

Amendments to other enactments

200 Amendments to other enactments

201 Amendment to Gas Amendment Act 2004

Schedule 1
Statutory entities

Schedule 2
Crown entity companies

Schedule 3
Application of Crown Entities Act 2004 to school boards of trustees

Schedule 4
Application of Crown Entities Act 2004 to tertiary education institutions

Schedule 5
Board procedure for statutory entities (other than corporations sole)

Schedule 6
Amendments to other Acts arising from Crown entity reforms

Reprint notes