There is hereby established a Corporation, to be called the Natural Gas Corporation of New Zealand.

The Corporation shall consist of the Secretary to the Treasury and not less than four nor more than six other directors appointed by the Governor-General on the recommendation of the Minister.

Of the directors, not less than two nor more than four (including in all cases the Secretary to the Treasury) shall be departmental directors.

One of the directors shall be appointed by the Governor-General to be Chairman of the Corporation.

Every departmental director shall be appointed by reference to the Department of which he is the permanent head, and, where a departmental head is appointed as a director, the director shall be the person for the time being holding office as permanent head, notwithstanding that he did not hold that office when the appointment was made.

No person (other than a departmental director) shall be deemed to be employed in the service of Her Majesty for the purposes of the State Services Act 1962 or the Superannuation Act 1956 by reason of his being a director of the Corporation.

Subject to the provisions of subsection (3) of this section, the Governor-General may from time to time by Order in Council, appoint a director in substitution for any departmental director for the time being in office and the departmental director shall, on the date prescribed in that behalf in the Order in Council, cease to hold office as a director.

The Corporation shall be a body corporate with perpetual succession and a common seal, and shall be capable of holding real and personal property, and of suing and being sued, and of doing and suffering all such other acts and things as bodies corporate may lawfully do and suffer.

Except as otherwise provided in this Act, every director of the Corporation (other than a departmental director) shall be appointed for a term of three years, but may from time to time be reappointed.

Notwithstanding anything to the contrary in this Act, every director of the Corporation (other than a departmental director), unless he sooner vacates his office under section 7 of this Act, shall continue to hold his office until his successor comes into office.

In any case in which the Minister is satisfied that any director of the Corporation (other than a departmental director), is incapacitated by illness, absence, or other sufficient cause from performing the duties of his office, the Minister may appoint a deputy to act for that director during his incapacity.

Any deputy appointed under this section shall, while he acts as such, be deemed for all purposes to be a director of the Corporation.

No appointment of a deputy and no acts done by him as such, and no act done by the Corporation while any deputy is acting as such, shall in any proceedings be questioned on the ground that the occasion for his appointment had not arisen or had ceased.

Atthe first meeting of the Corporation the Corporation shall elect one of its directors to be Deputy Chairman.

Any person elected as Deputy Chairman shall hold office as such until he vacates office as a director of the Corporation or until an appointment or reappointment to the office of Chairman is made, but may from time to time be re-elected.

At the first meeting of the Corporation after a vacancy occurs in the office of Deputy Chairman, the Corporation shall elect one of its members to be Deputy Chairman.

Subject to the provisions of this Act, the Deputy Chairman shall have and may exercise all the powers and duties of the Chairman during the absence or incapacity of the Chairman or while there is a vacancy in the office of Chairman.

No acts done by the Deputy Chairman acting as the Chairman shall in any proceedings be questioned on the grounds that the occasion for his so acting had not arisen or had ceased.

Any director of the Corporation (other than a departmental director) may at any time be removed from office by the Governor-General for disability, bankruptcy, neglect of duty, or misconduct proved to the satisfaction of the Governor-General, or may at any time resign his office by written notice given to the Minister.

Every director of the Corporation shall retire from office on attaining the age of seventy years and the vacancy created by his retirement shall be deemed to be an extraordinary vacancy.

If any director of the Corporation (other than a departmental director) dies or resigns, or is removed from office, his office shall become vacant and the vacancy shall be deemed to be an extraordinary vacancy.

An extraordinary vacancy shall be filled by the appointment of a person in the same manner as the appointment of the vacating director.

Every person appointed to fill an extraordinary vacancy shall be appointed for the residue of the term for which the vacating director was appointed.

The powers of the Corporation shall not be affected by any vacancy in the directorship thereof.

The first meeting of the Corporation shall be held on a day to be appointed by the Chairman.

Subsequent meetings of the Corporation shall be held at such times and places as the Corporation or the Chairman from time to time appoints.

The Chairman or any three directors may at any time call a special meeting of the Corporation.

At all meetings of the Corporation the quorum necessary for the transaction of business shall be not less than half the directors for the time being in office.

The Chairman shall preside at all meetings at which he is present.

In the absence of the Chairman and the Deputy Chairman from any meeting, the directors present shall appoint one of their number to be Chairman of that meeting.

In the absence from any meeting of the Corporation of a departmental director, any officer of his Department authorised in that behalf may attend the meeting in his stead, and at that meeting or during intervals between meetings do any act which the departmental director may do, and while so attending or acting shall be deemed to be a director.

At any meeting the Chairman or other person presiding shall have a deliberative vote, and, in the case of an equality of votes, shall also have a casting vote.

All questions arising at any meeting shall be decided by a majority of the valid votes of directors recorded thereon.

A resolution in writing signed, or assented to by letter or telegram, by all directors of the Corporation shall be as valid and effectual as if it had been passed at a meeting of the Corporation duly called and constituted.

Subject to the provisions of this Act and any regulations hereunder, the Corporation may regulate its procedure in such manner as it thinks fit.

The Corporation may from time to time appoint a committee or committees, consisting of two or more members, to advise the Corporation on such matters as are referred to them by the Corporation.

Any person may be appointed to be a member of any committee appointed under this section notwithstanding that he is not a director of the Corporation.

Subject to the provisions of this Act, and of any regulations thereunder, or of any general or special directions of the Corporation, any such committee may regulate its procedure in such manner as it thinks fit.

The Corporation is hereby declared to be a statutory board within the meaning of the Fees and Travelling Allowances Act 1951.

There shall be paid out of the funds of the Corporation to the Chairman and every other director of the Corporation, and to members of any committee appointed by the Corporation remuneration by way of fees, salary, or allowances and travelling allowances and expenses in accordance with the Fees and Travelling Allowances Act 1951, and the provisions of that Act shall apply accordingly.

Any money payable under this section shall be paid from the Consolidated Revenue Account out of money appropriated by Parliament for the purpose:

Provided that any money paid from the Consolidated Revenue Account as aforesaid shall be repaid to that Account from the funds of the Corporation.

The Corporation shall appoint a General Manager, who shall be the chief executive officer of the Corporation.

The Corporation may from time to time appoint such other officers and employees, including acting or temporary or casual officers and employees, as it thinks necessary for the efficient exercise of its functions under this Act.

The Corporation may, subject to any contract of service, at any time remove, for any reasonable cause, any officer or employee from his office or employment.

Officers and employees of the Corporation shall be paid such salaries and allowances as the Corporation from time to time determines after consultation with the State Services Commission.

Officers and employees of the Corporation shall be employed on terms and conditions of employment from time to time determined by the Corporation after consultation with the State Services Commission.

The Corporation may out of its funds subsidise or contribute to the National Provident Fund or any other fund or scheme established with the approval of the Minister of Finance for the purpose of providing superannuation or retiring allowances for its officers and employees.

Any person in the service of the Crown may be appointed to be an employee of the Corporation, but no such person shall be entitled to hold office concurrently as an employee of the Corporation and as a servant of the Crown except—

The principal functions of the Corporation shall be to purchase, transport, and market natural gas procured from the Kapuni field or from other sources within or beyond New Zealand, to promote the economic utilisation of natural gas, and, so far as is possible, to provide for the continuous supply of natural gas to its customers.

The Corporation shall have such powers, rights, and authorities as may reasonably be necessary or expedient to carry out its functions and, without limiting the generality of the foregoing provisions of this subsection, in particular it may—

To enable it to exercise the general functions and powers conferred on it by this section, the Corporation is further empowered to—

The Corporation shall have such other functions and powers as are conferred on it by this Act or otherwise.

In the exercise of its functions and powers the Corporation shall comply with the general policy of the Government of New Zealand with respect to fuel and power and shall comply with any general or special directions given to it in writing by the Minister pursuant to the policy of the Government in relation thereto.

The Corporation shall have such rights and authorities in respect of the acquisition and disposal of real and personal property as may reasonably be necessary or expedient to carry out its general functions and powers, and in particular it may from time to time—

The Corporation may from time to time delegate to the General Manager such of its powers as the Corporation thinks fit, but not including the power of delegation conferred by this subsection.

Every such delegation may be revoked at any time and no such delegation shall prevent the exercise of any power by the Corporation.

Any such delegation may be made subject to such conditions (if any) as the Corporation thinks fit, and may be made either generally or in relation to any particular matter.

In the event of the General Manager to whom any such delegation has been made ceasing to be employed by the Corporation, it shall continue to have effect as if made to the person for the time being employed as General Manager.

The fact that the General Manager or any person for the time being employed as General Manager exercises any power of the Corporation shall, in the absence of proof to the contrary, be sufficient evidence of his authority to do so.

For the purposes of facilitating the acquisition of land for the purpose of this Act the Governor-General may, on the application of the Corporation and at its expense in all things, take under the Public Works Act 1928, as if for a public work within the meaning of that Act, any land, or any particular estate or interest in land (whether for the time being subsisting separately or not), or any easement over any land (whether for the time being subsisting or not).

Notwithstanding anything to the contrary in the Public Works Act 1928, the effect of a Proclamation issued for the purposes of this section shall be to vest the land, estate, interest, or easement, as the case may be, in the Corporation instead of Her Majesty; and all proceedings subsequent to the issue of the Proclamation in respect of compensation, or otherwise for the purpose of complying with the said Act, shall be taken against the Corporation, which shall be deemed to be the respondent and shall be liable in respect of the taking to the same extent as Her Majesty or the Minister of Works would have been liable if the taking had been for the purposes of a Government work.

The powers given to the Corporation by subsections (1) and (2) of this section are additional to any powers to take land which may be conferred on it by any pipeline authorisation granted under the Petroleum Act 1937.

Where a pipeline authorisation has been issued to the Corporation under Part II of the Petroleum Act 1937 (as added by section 3 of the Petroleum Amendment Act 1962) the Minister may issue, under section 70 of that Act, such pipeline easement certificates as may be necessary to give effect to the authorisation notwithstanding that the provisions of subsection (1) of that section have not been complied with before the issue of the pipeline easement certificate.

The Minister of Finance may from time to time, on behalf of the Crown—

on or subject to such terms and conditions as that Minister thinks fit.

All money required to be paid by the Minister of Finance under this section shall, without further appropriation than this section, be paid out of the Consolidated Revenue Account or out of the National Development Loans Account. Where any payment under this section is made out of the National Development Loans Account, the authority of the Minister of Finance to borrow money under section 11 of the New Zealand Loans Act 1953 shall be deemed to be extended as if the money so paid had been authorised to be transferred from the National Development Loans Account to another fund or account as mentioned in that section.

The Minister of Finance may from time to time, on behalf of the Crown, enter into agreements with the Corporation for the purpose of giving full effect to the provisions of this section.

The Corporation may from time to time, with the consent of the Minister of Finance and on and subject to such terms and conditions as he thinks fit, borrow money by way of overdraft, or otherwise, and issue debentures or mortgage or charge any of its real or personal property.

Any money belonging to the Corporation may from time to time be invested—

The Corporation may open at any bank or banks approved by the Minister of Finance, or at any branch or agency of any such bank, such accounts (including imprest and subsidiary accounts) as it deems necessary or desirable for the exercise of its functions and powers.

Every account under this section shall be operated upon by cheque signed by such person or persons as shall from time to time be authorised in that behalf by the Corporation:

Provided that it shall be lawful, with the prior consent in writing of the Audit Office and subject to such conditions as the Audit Office prescribes, for any money to be paid by the Council by cheque bearing facsimiles of the signatures of the persons so authorised to sign cheques, and every cheque bearing any such facsimiles shall be deemed to have been duly signed in accordance with this subsection.

Every payment of money by the Corporation shall be authorised by a prior resolution of the Corporation or shall be submitted to the Corporation for authorisation at its next ordinary meeting.

The Corporation shall keep full and correct accounts of all money received and expended by it and the accounts shall be audited by the Audit Office which for that purpose shall have and may exercise all such powers as it has under the Public Revenues Act 1953 in respect of public money and stores and persons dealing therewith.

The Corporation shall, as soon as practicable after the end of every financial year, cause the accounts of the Corporation for that financial year to be balanced and prepare a balance-sheet of the Corporation as at the end of the financial year, and such other statements of account as are necessary to show fully the financial position of the Corporation and the financial results of its operations during that year.

As soon as may be reasonably practicable after the end of each financial year, the Corporation shall furnish to the Minister a report of its operations for that financial year, together with a copy of its accounts and balance sheet for that year certified by the Audit Office.

A copy of the report and of the accounts and balance sheet, certified as aforesaid shall be laid before Parliament if then sitting, and, if not, within twenty-eight days after the commencement of the next ensuing session.

The Corporation shall be exempt from land tax and income tax.

After allowing, with the approval of the Minister of Finance, for provision for depreciation, repayment of advances, and transfers to reserves for replacement or acquisition of assets, and for such other purposes deemed necessary by the Corporation, and after making provision in relation to any accumulated losses, the profits remaining for each financial year shall be paid into the Public Account.

In any financial year the Corporation may expend for purposes not authorised by this or any other Act any sum or sums not amounting in the aggregate to more than one thousand dollars.

The Local Authorities (Members’ Contracts) Act 1954 is hereby amended by inserting in Part II of the First Schedule, in its appropriate alphabetical order, the following item:

The Public Bodies Contracts Act 1959 is hereby amended by inserting in Part II of the First Schedule, in its appropriate alphabetical order, the following item:

No director of the Corporation or member of any committee appointed by the Corporation shall be personally liable for any act or default done or made by the Corporation or by any committee appointed by the Corporation or by any director or member thereof in good faith in the course of the operations of the Corporation or any such committee.

The Corporation may from time to time enter into contracts of insurance insuring directors of the Corporation and members of committees appointed by the Corporation against loss from personal accident arising out of and in the course of the exercise of their powers and duties as directors or committee members, and may pay the premiums payable in respect of any such contracts.

The Crown acting through any Government Department, may from time to time, at the request of the Corporation, execute any work or enter into contracts or arrangements for the execution or provision by the Department for the Corporation of any work or service, or for the supply to the Corporation of any goods, stores, or equipment, on and subject to such terms and conditions as may be agreed upon.

The Corporation may invite any person or any officer of the Public Service or a representative of any body, who, in the opinion of the Corporation, has expert knowledge concerning the functions of the Corporation which is likely to be of assistance to the Corporation to attend any meeting of the Corporation and to take part in the proceedings.

Any person attending a meeting under this section may, if invited, take part in any discussion at the meeting but shall not have any voting rights.

No company or other body shall be incorporated or registered under any Act or otherwise with a name that is identical with the name of the Corporation or that in the opinion of the Registrar of Companies so resembles that name as to be misleading or to be calculated to deceive.

The Governor-General from time to time, by Order in Council, may make such regulations as may in his opinion be necessary or expedient for giving full effect to the provisions of this Act and for the due administration thereof.