There is hereby established a Corporation, to be called the New Zealand Export-Import Corporation.

The Corporation shall consist of—

The Corporation shall be a body corporate with perpetual succession and a common seal, and may acquire, hold, and dispose of real and personal property, and sue and be sued, and do and suffer all such other acts and things that bodies corporate may lawfully do and suffer.

The powers of the Corporation shall not be affected by any vacancy in its membership.

The general object for which the Corporation is established is to promote and encourage the development of the overseas trade of New Zealand.

Without limiting the generality of subsection (1) of this section, the Corporation shall, in pursuance of its object and in the exercise of its functions and powers, have regard to—

In pursuance of its general object, the functions of the Corporation shall be—

It shall also be a function of the Corporation, if required to do so by the New Zealand Government—

Nothing in this section, or in section 6 of this Act, shall be construed so as to authorise or empower the Corporation to undertake any transaction in respect of any goods the export of which from New Zealand is, by virtue of any other enactment, reserved to or subject to the control of any statutory body, unless that statutory body first consents to the transaction.

The Corporation shall have all the powers that are reasonably necessary for the attainment of its general object and the exercise of its functions, and in particular it may from time to time—

Nothing in subsection (1) of this section shall authorise the Corporation to sell goods by way of retail in New Zealand or to carry on the business of a retailer in New Zealand.

Subject to section 8 of this Act, any contract which, if made between private persons, must be by deed shall, if made by the Corporation, be in writing under the seal of the Corporation.

Any contract which, if made between private persons, must be in writing signed by the parties to be charged therewith shall, if made by the Corporation, be in writing either under the seal of the Corporation or signed by any person acting on behalf of and under the express or implied authority of the Corporation.

Any contract which, if made between private persons, may be made orally may be made in the manner specified in subsection (1) of this section as in the case of a deed, or in the manner specified in subsection (2) of this section as in the case of a contract required to be in writing, or may be made orally by or on behalf of the Corporation by any person acting under the express or implied authority of the Corporation.

Notwithstanding anything in the foregoing provisions of this section, no contract made by or on behalf of the Corporation shall be invalid by reason only that it was not made in manner provided by this section, if it was made pursuant to a resolution of the directors or to give effect to a resolution of the directors in relation to contracts generally or in relation to that particular contract.

The Corporation may, in respect of any particular matter or class of matters, or in respect of any particular area in New Zealand or elsewhere, by writing under its seal delegate to any director, or committee of directors, or officer of the Corporation, or to the holder for the time being of any specified office under the Corporation, or to any other person whatever, any of its powers under this Act (including a power to execute deeds on behalf of the Corporation, but not including this power of delegation), so that the delegated powers may be executed by that person or committee in respect of the matters or class of matters or area specified in the instrument of delegation.

Subject to any general or special directions given or conditions imposed by the Corporation, the person or committee to whom any powers are so delegated may exercise those powers in the same manner and with the same effect as if they had been conferred on him or it directly by this Act and not by delegation.

Every person purporting to act pursuant to any delegation under this section shall, in the absence of proof to the contrary, be presumed to be acting in accordance with the terms of the delegation.

Every delegation under this section shall be revocable at will, and no delegation shall prevent the exercise of any power by the Corporation.

Except as otherwise provided by this Act, every appointed director shall hold office for such term as the Governor-General on the recommendation of the Minister shall specify in his appointment, being a term not exceeding 3. years, but may from time to time be reappointed.

Every appointed director, unless he sooner vacates his office under section 10 of this Act, shall continue in office until his successor comes into office, notwithstanding that the term for which he was appointed may have expired.

An appointed director may at any time resign his office by delivering a notice in writing to that effect to the Minister.

Any appointed director may be removed from office at any time by the Governor-General for disability, bankruptcy, neglect of duty, or misconduct, proved to the satisfaction of the Governor-General.

If an appointed director dies or resigns or is removed from office, the vacancy occurring shall be deemed to be an extraordinary vacancy.

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

Every person who is appointed to fill an extraordinary vacancy shall be appointed for the remainder of the term for which his predecessor was appointed.

In any case in which the Minister is satisfied that any appointed director is incapacitated by illness, absence, or other sufficient cause from performing the duties of his office, the Minister may appoint a person to be the deputy of that director during his incapacity.

Whenever the director approved by the Minister under paragraph (d) or paragraph (e) of subsection (2) of section 3 of this Act is for any reason unable to perform his duties as a director, any other officer of his department for the time being approved for that purpose by the Minister may act in his place as his deputy.

Any deputy appointed or approved under this section shall, while he acts as such, be deemed to be a director, except that no such person shall be deemed to be the Chairman or Deputy Chairman of the Corporation by reason only of the fact that he is the deputy of the Chairman or Deputy Chairman.

No appointment or approval of a deputy and no act 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 of his appointment or approval had not arisen or had ceased.

There shall be paid out of the funds of the Corporation to the Chairman, the Deputy Chairman, and the other directors such remuneration by way of salary, fees, or allowances as the Minister of Finance from time to time approves, either generally or in any particular case.

The directors shall be paid out of the funds of the Corporation such travelling expenses and allowances as may from time to time be approved by the Minister of Finance, having regard to any recommendations made in that behalf by the Corporation.

Any director who, otherwise than as a director, is directly or indirectly interested in any arrangement or agreement made or entered into, or proposed to be made or entered into, by the Corporation shall as soon as possible after the relevant facts have come to his knowledge disclose the nature of his interest at a meeting of the directors.

A disclosure under this section shall be recorded in the minutes of the meeting and, except as the directors otherwise provide by resolution, the director—

The first meeting of the directors shall be held at a time and place to be appointed by the Minister.

Subsequent meetings shall be held at such times and places as the directors or the Chairman may appoint.

The Chairman may at any time, and shall whenever requested in writing to do so by not less than 3 directors, call a special meeting.

At any meeting, not less than 4 directors shall be a quorum.

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

If the Chairman is absent from a meeting—

Every question before a meeting shall be decided by a majority of the votes cast by the directors present at the meeting.

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

Subject to the other provisions of this Act, the directors may regulate their own procedure as they think fit.

The Corporation may from time to time appoint committees consisting of such directors as it thinks fit.

Subject to the other provisions of this Act and to any directions given by the Corporation, each committee may regulate its own procedure as it thinks fit.

No director shall be per sonally liable for any act done or default made in good faith by the Corporation or any committee of directors or any director in the course of operations of the Corporation or of any committee.

The capital of the Corporation shall be $2,000,000, which shall be paid to it by the Minister of Finance, out of the National Development Loans Account without further appropriation than this section, when it is in the opinion of the Minister of Finance required by the Corporation.

The Minister of Finance may pay the capital of the Corporation to it under subsection (1) of this section either in a lump sum or by such instalments as he thinks fit.

The Corporation may from time to time, with the consent of the Minister of Finance and subject to such conditions (if any) as he thinks fit, borrow money and issue debentures or mortgage or charge any of its real or personal property.

The Minister of Finance may from time to time, on behalf of Her Majesty the Queen—

on such conditions (if any) as the Minister of Finance thinks fit.

All money required by the Minister of Finance to be paid 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 Her Majesty the Queen, enter into agreements with the Corporation for the purpose of giving effect to this section.

The Corporation may establish at the Reserve Bank of New Zealand, or at any branch of any trading bank in New Zealand, such accounts as the Corporation thinks fit for the purposes of this Act.

Subject to the Reserve Bank of New Zealand Act 1964 and to any regulations made under that Act, the Corporation may establish at any bank or branch of a bank outside New Zealand such accounts as the Corporation thinks fit for the purposes of this Act.

Every such account shall be operated upon only by cheque or other instrument (not being a promissory note or bill) signed by any person who is authorised in that behalf by the Corporation, and countersigned by any other person who is so authorised.

Any money belonging to the Corporation and available for investment may be invested—

The Corporation shall establish and maintain a Reserve Fund.

After making provision for accumulated losses, tax liability, rates, and such other matters as the Corporation thinks proper, the Corporation shall in each financial year transfer to the Reserve Fund by way of reserves such amount or amounts (if any) as it thinks fit from its surplus profits.

After making provision for all of the matters referred to in subsection (2) of this section, the Corporation may in each financial year declare a dividend on the capital of the Corporation of such amount as may be fixed by the Minister of Finance.

Notwithstanding subsection (3) of this section the Minister of Finance, having regard to the financial position of the Corporation, may decide that no dividend shall be payable by the Corporation in respect of any particular financial year.

The amount of any dividend declared under this section shall be paid by the Corporation into the Public Account.

In any financial year the Corporation may expend for purposes not authorised by this Act or any other enactment any sum or sums not amounting in the aggregate to more than $1,000.

The Corporation shall at all times keep, in such form as the Minister of Finance may require or approve, full and correct records and accounts of all its financial transactions, assets, liabilities, and funds.

As soon as reasonably practicable after the end of each financial year, the Corporation shall prepare a balance sheet, profit and loss account, and statement of source and application of funds, 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.

The balance sheet, statement, and other accounts shall be audited by the Audit Office, which for that purpose shall have the same powers as it has under the Public Revenues Act 1953 in respect of public money and stores and the audit of local authorities’ accounts.

As soon as reasonably practicable after the end of every financial year the Corporation shall send to the Minister a report of its proceedings and operations for that year together with a copy of its audited accounts for that year and the report of the Audit Office on those accounts.

A copy of the report and of the accounts of the Corporation, together with a copy of the report of the Audit Office on the accounts, shall be laid before Parliament as soon as practicable after their receipt by the Minister.

The Minister may from time to time give to the Corporation in writing such directions as he thinks fit, as to the exercise of the functions or powers of the Corporation.

The Corporation shall, in the exercise of its functions and powers, give effect to any written directions given to it by the Minister under subsection (1) of this section.

A copy of every direction given by the Minister to the Corporation under this section in any financial year shall be included in the annual report of the Corporation for that year laid before Parliament under section 26 of this Act.

The Corporation may from time to time appoint a General Manager and such other officers and employees of the Corporation (including salesmen to represent it in overseas markets) as it considers necessary for the effective and efficient carrying out of the functions of the Corporation.

The Corporation may from time to time engage agents (whether in New Zealand or elsewhere) for the conduct of its operations under this Act.

The Corporation may pay to any of its officers, employees, and agents, out of its funds, such remuneration and allowances as it may from time to time determine, in accordance with scales from time to time approved by the Minister of Finance.

The Corporation may for the purpose of providing a superannuation fund or retiring allowance for any of the officers or employees of the Corporation, subsidise out of the funds of the Corporation any scheme under the National Provident Fund Act 1950 containing provision for employer subsidy or any other employer subsidised scheme approved by the Minister of Finance.

The Corporation may, if in its opinion it is expedient to assist its officers or employees to acquire housing accommodation, whether within or outside New Zealand,—

Where, pursuant to subsection (1) of this section, the Corporation—

it may let the house or flat, or if it is unfurnished and is situated outside New Zealand, furnish it and let it, to any officer or employee of the Corporation for such term and at such rent and otherwise on such terms and conditions as it thinks fit.

No company or other body shall be incorporated or registered under any Act or otherwise under the name “New Zealand Export-Import Corporation” or under any other name that in the opinion of the Registrar of Companies so resembles the name of the Corporation as to be calculated to deceive.

No person other than the Corporation shall, by himself or with any other person or persons, trade or carry on business under the name “New Zealand Export-Import Corporation” or under any other name so resembling the name of the Corporation as to be calculated to deceive.

Any person who contravenes subsection (2) of this regulation commits an offence and shall be liable on summary conviction to a fine not exceeding $100 and to a further fine not exceeding $10 for each day on which the offence has continued.

Notwithstanding subsections (2) and (3) of this section, no company or other body incorporated or registered before the commencement of this Act commits an offence by reason only of the fact that by itself it trades or carries on business after the commencement of this Act under its incorporated or registered name.

The Corporation is not an instrument of the Executive Government of New Zealand.