There is hereby established a corporation to be called the Government Life Insurance Corporation.

The Corporation shall be a body corporate with perpetual succession and a common seal and, subject to this Act, shall be capable of acquiring, holding, and disposing of real and personal property, and of suing and being sued, and of doing and suffering all other acts and things that bodies corporate may do and suffer.

The Corporation shall consist of the following directors, who together shall act as a Board of Directors and be responsible for policy, namely:

One of the appointed directors shall be so appointed as the Chairman of the Corporation, and the Managing Director shall be the Deputy Chairman of the Corporation.

Subject to this section every director, other than the Managing Director, shall be appointed for such term as is specified in his appointment, being a term not exceeding 3 years, but may from time to time be reappointed.

Unless he sooner vacates his office under any of the provisions of subsections (3) to (5) of this section, every director shall continue in office until his successor comes into office, notwithstanding that his term of office may have expired.

Any appointed director may at any time resign from office by written notice given to the Minister.

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

Any appointed director shall be disqualified from holding his appointment if—

Any appointed director shall be deemed to have vacated his office if he is absent without the leave of the Corporation from 3 successive meetings of the Corporation, except by reason of sickness.

If any appointed director dies or resigns his office or is removed from office, or is disqualified from office or is deemed to have vacated his office, the vacancy shall, as soon as practicable, be filled by the appointment of another director; and if the term of the vacating director has not expired at the time of the appointment, the appointed director shall hold office for the residue of the term of the vacating director.

The powers of the Corporation shall not be affected by any vacancy on the Board of Directors.

All real and personal property that, immediately before the date of the commencement of this Act, was vested in the Government Insurance Commissioner shall, on that date, without conveyance, transfer, or assignment, vest in the Corporation, subject to all interests, liabilities, charges, obligations, and trusts affecting that property.

All the contracts, debts, engagements, and liabilities of the Government Insurance Commissioner immediately before the date of the commencement of this Act shall, on that date, become the contracts, debts, engagements, and liabilities of the Corporation.

All money payable to the Government Insurance Commissioner shall, on the commencement of this Act, become payable to the Corporation.

No Registrar of Deeds or District Land Registrar or any other person charged with the keeping of any books or registers shall be obliged solely by reason of any other provision of this Act to change the name of the Government Insurance Commissioner to that of the Corporation in his books or registers or in any other document in his charge; but the presentation to any such Registrar or other person of any instrument—

shall, in the absence of proof to the contrary, be sufficient evidence that the property is vested in the Corporation.

The registrar of any property which is transferable only in books kept by a company or other body or in a manner directed by or under any Act shall, on written application under the seal of the Corporation, register it as the holder of any such property that is vested in it under this section.

Any action, suit, arbitration, proceeding, and any cause of action, arbitration, or proceeding pending by or against the Government Insurance Commissioner at the commencement of this Act shall be carried on by or against the Corporation in its own name in the same manner as it might have been carried on by or against the Government Insurance Commissioner.

The first meeting of the Corporation after the commencement of this Act shall be held on a day and place to be appointed by the Minister.

Subsequent meetings shall be held at such times and places as the Corporation may from time to time appoint.

Notwithstanding subsection (2) of this section the Chairman or any 2 directors may call a meeting of the Corporation.

At all meetings of the Corporation, the quorum shall be at least one-half of all the directors who, for the time being, are in office and are entitled to vote.

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

If the Chairman is absent from a meeting of the Corporation—

All questions arising at any meeting of the Corporation shall be decided by a majority of the votes of the directors present who are entitled to vote and do vote, and, if there is an equality of votes, the Chairman or other person presiding at the meeting shall have a casting vote.

Subject to this Act, the Corporation may regulate its own procedure as it thinks fit.

Any director who 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 Corporation.

Any disclosure of interest by a director shall be recorded in the minutes of the Corporation; and, unless otherwise provided by a resolution of the Corporation, the director shall not be entitled to vote in respect of, or take part in, the deliberations or decisions of the Corporation relating to the arrangement or agreement in which he is interested.

A resolution in writing signed, or assented to by letter, telegram, cable, telex, or other written message, by a majority of the directors for the time being entitled to receive notice of a meeting of the Corporation shall be as valid and effectual as if it had been passed at a meeting of the Corporation duly called and held.

Subject to section 11 of this Act, any contract that, if made between private persons, must be by deed shall, if made by the Corporation, be in writing under the common seal of the Corporation.

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

The Corporation may from time to time, in writing under its common seal, authorise any director or directors or officer or officers of the Corporation to execute any deeds, instruments, or other documents on behalf of the Corporation, and may at any time in the same manner revoke any such authority.

Any authority under this section to any officer or officers of the Corporation may be given to—

Every person purporting to execute any document on behalf of the Corporation pursuant to this section shall, in the absence of proof to the contrary, be presumed to be acting in accordance with an authority under this section.

There shall from time to time be appointed under the State Services Act 1962 a Managing Director of the Corporation, who shall be its chief executive and General Manager:

Provided that the first Managing Director shall be the person holding office as the Government Insurance Commissioner immediately before the commencement of this Act.

In addition to his functions as Deputy Chairman of the Corporation the Managing Director shall be deemed, subject to subsection (4) of this section, to be the permanent head of the Corporation for the purposes of the State Services Act 1962.

The Managing Director, until such time as a formal delegation of its powers and functions is made by the Corporation, shall have all the functions and powers of the Corporation.

The Managing Director shall be responsible to the Corporation for the efficient and economical administration of the functions of the Corporation, and section 25 of the State Services Act 1962 shall be read subject to this section.

Subject to subsection (4) of this section, this Act shall not change the mutual rights, powers, and responsibilities of the State Services Commission and the Managing Director as permanent head.

The remuneration and other payments payable to the Managing Director in accordance with the State Services Conditions of Employment Act 1977 and the Higher Salaries Commission Act 1977 shall be paid by the Corporation out of the Government Life Insurance Corporation Account.

There shall from time to time be appointed under the State Services Act 1962 one or more Deputy General Managers of the Corporation:

Provided that the person holding office as the Deputy Government Insurance Commissioner immediately before the commencement of this Act shall be a Deputy General Manager.

On the occurrence from any cause of a vacancy in the office of the Managing Director (whether by reason of death, resignation, or otherwise), and so long as that vacancy continues, the Deputy General Manager so authorised by the Corporation shall have and may exercise all the powers, duties, and functions of the Managing Director.

The Deputy General Manager so authorised by the Corporation shall have and may exercise all the powers, duties, and functions of the Managing Director in case of illness, absence, or other temporary incapacity of the Managing Director.

A Deputy General Manager shall (notwithstanding that no vacancy in the office or temporary incapacity of the person holding the position of Managing Director exists) act in all matters in respect of which he is authorised by the Managing Director so to act and every such authorisation shall be in writing under the hand of the Managing Director, and may be either general or in respect of any special matters.

The fact that a Deputy General Manager exercises any power, duty, or function of the Managing Director, or does any act for the Managing Director as aforesaid, shall be sufficient evidence of his authority to do so, and no person shall be concerned to inquire whether or not any occasion has arisen requiring or authorising him to do so, or be affected by notice that no such occasion has arisen.

The remuneration and other payments payable to Deputy General Managers in accordance with the State Services Conditions of Employment Act 1977 and the Higher Salaries Commission Act 1977 shall be paid by the Corporation out of the Government Life Insurance Corporation Account.

The person for the time being holding the appointment as Actuary to the Corporation shall be a person who—

There may from time to time be appointed under the State Services Act 1962 such officers and employees of the Corporation as are necessary for the efficient and economical carrying out of its functions.

The remuneration and other payments payable to officers and employees of the Corporation in accordance with the State Services Conditions of Employment Act 1977 and the Higher Salaries Commission Act 1977 shall be paid by the Corporation out of the Government Life Insurance Corporation Account.

The Corporation may from time to time appoint in positions classified as agents by agreement between the Corporation and the State Services Commission such persons upon such terms as the Corporation thinks fit.

Nothing in the State Services Act 1962, the Government Superannuation Fund Act 1956, or the State Services Conditions of Employment Act 1977 shall apply with respect to any agent appointed under subsection (1) of this section or to the manner in which any such agent is appointed.

No director or employee or agent of the Corporation, in the absence of fraud or unless the act or omission amounts to an offence, shall be personally liable in respect of any act or thing done or omitted by him in the exercise or bona fide purported exercise of any authority conferred by or pursuant to this Act.

The Corporation may from time to time by resolution recorded in its minutes delegate all or any of its powers to the Managing Director, either as to matters in general, or in any particular case or matter, or any particular class or classes of cases or matters.

Subject to any general or special directions given by the Corporation, the Managing Director may exercise any powers delegated to him in the same manner and with the same effect as if they had been directly conferred on him by this Act and not by delegation.

Where the Managing Director purports to act under any delegation under this section he shall, in the absence of proof to the contrary, be presumed to be acting within the terms of the delegation.

Any such delegation may be at any time revoked by the Corporation in whole or in part, but that revocation shall not affect in any way anything done under the delegated authority.

No such delegation shall prevent the exercise by the Corporation itself of any of its powers under this Act.

With the consent of the Corporation, the Managing Director may from time to time delegate to any employee or agent of the Corporation all or any of his functions, powers, authorities, discretions, rights, and duties, whether under this Act or any other Act or otherwise however, including any powers delegated to him by the Corporation under section 18 of this Act and any functions, powers, authorities, discretions, rights, and duties delegated to him under any enactment or vested in him by virtue of any policy, instrument, or document of whatever nature, but not including his functions and powers as a member of the Corporation. Every such delegation shall be advised to the Corporation, and recorded in the minutes thereof:

Provided that the Managing Director shall not, without the written consent of the State Services Commission, delegate any power delegated to him under the State Services Act 1962.

Subject to any general or special directions given or conditions attached by the Managing Director, the person to whom any functions, powers, authorities, discretions, rights, and duties are delegated under this section may exercise those functions, powers, authorities, discretions, and rights and carry out those duties in the same manner and with the same effect as if they had been conferred or imposed on him directly by this section 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.

Any delegation under this section may be made to a specified person or to persons of a specified class, or may be made to the holder or holders for the time being of a specified office or class of offices.

Every delegation under this section shall be revocable at will, and no such delegation shall prevent the exercise of any function, power, authority, discretion, or right or the carrying out of any duty by the Managing Director.

Every delegation under this section shall, until it is revoked, continue in force according to its tenor, notwithstanding the fact that the Managing Director by whom it was made may have ceased to hold office, and shall continue to have effect as if made by his successor in office.

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 to the appointed directors of 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 that Act shall apply accordingly as if the directors of the Corporation were members of a statutory Board within the meaning of that Act.

The remuneration payable to the appointed directors of the Corporation under subsection (2) of this section shall be paid from the Consolidated Account out of money appropriated by Parliament for the purpose:

Provided that any money paid from the Consolidated Account shall be repaid to that account by the Corporation out of the Government Life Insurance Corporation Account.

No person shall be deemed to be employed in the Government service for the purposes of the Government Superannuation Fund Act 1956, or in the State services for the purposes of the State Services Act 1962 or of the State Services Conditions of Employment Act 1977, by reason of his being a director of the Corporation.

The functions of the Corporation shall be—

The Corporation shall have all powers that are reasonably necessary or expedient to enable it to carry out its functions and, without limiting the foregoing provisions of this section, it may—

In the exercise of its functions and powers, the Corporation shall have regard to the general policy of the Government in relation to the life insurance industry or to the functions and powers of the Corporation as that policy is communicated to the Corporation from time to time by notice in writing by the Minister, and shall comply with any directions given by the Minister to the Corporation by notice in writing pursuant to that policy:

Provided that nothing in this subsection shall be construed as authorising the Minister to give any such direction to the Corporation that is to the detriment of the interests of the policyholders or that affects any class or classes of policyholders more than any other class or classes of policyholders.

A copy of every such direction shall be published in the Gazette and laid before Parliament as soon as practicable after it has been communicated by the Minister.

For the purposes of this Act there shall be established a bank account to be known as the Government Life Insurance Corporation Account which shall be operated in such manner as the Corporation from time to time directs.

The Corporation may from time to time open such imprest or subsidiary bank accounts whether in New Zealand or elsewhere as it considers necessary for the conduct of its business, and all references to the Government Life Insurance Corporation Account shall include a reference to any account opened under the authority of this section.

Subject to section 20 of this Act, all amounts payable by the Corporation shall be payable out of the Government Life Insurance Corporation Account.

If at any time the money in the Government Life Insurance Corporation Account is insufficient to discharge the amounts chargeable under this section in respect of the life insurance and superannuation business of the Corporation, the Minister of Finance at the request of the Corporation, and on receipt of a report from the Controller and Auditor-General, shall, without further appropriation than this section, advance the amount of the deficiency out of the Consolidated Account to the credit of the Government Life Insurance Corporation Account; and the Minister of Finance shall, within 14 days after the advance of any such money from the Consolidated Account, report every such deficiency to Parliament if Parliament is then sitting, and, if not, within 14 days after the commencement of the next ensuing session.

Any money advanced under subsection (4) of this section shall constitute a debt due to the Crown by the Corporation.

The Public Finance Act 1977 is hereby amended by repealing paragraph (c) of the First Schedule.

The Public Finance Act 1977 is hereby further amended by adding to the Second Schedule the following item:

The Corporation shall be audited by the Audit Office, which for that purpose shall have all such powers as it has under the Public Finance Act 1977 in respect of public money and stores and persons dealing therewith.

The Corporation shall request the Actuary to investigate the financial condition of the Corporation as at the end of each financial year.

The report of the Actuary shall be presented to the Corporation and an abstract of the report made to meet the requirements of the Life Insurance Act 1908.

As soon as conveniently may be after the end of the financial year, or at such longer intervals not exceeding 3 years as the Corporation may fix, the Actuary shall report to the Corporation what (if any) is, in the opinion of the Actuary, the net surplus of profits to be divided among holders of policies under this Act after allowing such sum as Reserve Fund as the Actuary may recommend.

With the authority of the Corporation, the sum so recommended for division in the Actuary’s report, or such lesser sum as the Corporation may fix, shall be divided among the holders of policies under this Act in the manner and according to a scheme prepared by the Actuary and approved by the Corporation.

Notwithstanding any other provision in this Act, the rates of premiums, policy conditions, the bases of surrender values of its policies, and levels of reinsurance shall be determined by the Corporation in accordance with a recommendation of the Actuary.

The Corporation shall not make any decision which materially affects its life insurance or superannuation business until it has obtained the comments of the Actuary in relation thereto.

The Corporation shall, as soon as practicable and not later than 6 months after the end of each financial year, forward to the Minister—

A copy of the accounts, reports, and statements referred to in subsection (1) of this section in each year shall be laid before Parliament as soon as practicable after their receipt by the Minister.

The annual accounts and reports due under section 33 of the Government Life Insurance Act 1953 in respect of the period of 9 months ending on the 30th day of September 1983 shall be prepared by the Corporation.

No company or other body corporate shall be incorporated or registered under any Act in New Zealand under the name “Government Life Insurance 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,—

the name “Government Life Insurance Corporation” or any other name so resembling the name of the Corporation as to be calculated to deceive.

Any person who contravenes subsection (2) of this section commits an offence and shall be liable on summary conviction to a fine not exceeding $1,000 and to a further fine not exceeding $100 for each day on which the offence has continued.

Subject to this Act, the provisions of any other Act now or hereafter in force affecting life insurance companies shall extend and apply to the Corporation and the business conducted by it by virtue of this Act.

Section 22(2) of the State Services Act 1962 is hereby amended—

The Second Schedule to the State Services Act 1962 is hereby amended by omitting the item “Government Life Insurance Office”, and substituting the item “Government Life Insurance Corporation”.

The Third Schedule to the State Services Act 1962 (as substituted by section 10(1) of the State Services Amendment Act 1978) is hereby amended by omitting the item relating to the Government Life Insurance Office, and substituting the following item:

The Ombudsmen Act 1975 is hereby amended—

Every reference in any enactment or document whatever to the Government Life Insurance Office or to the Government Insurance Commissioner shall, unless the context otherwise requires, hereafter be read as a reference to the Government Life Insurance Corporation.

The enactments set out in the First Schedule to this Act are hereby repealed.

The Orders in Council set out in the Second Schedule to this Act are hereby revoked.

For the purposes of subsection (2) of this section the terms “assessable income”, “income year”, “provisional income”, and “provisional tax” have the same meanings as in the Income Tax Act 1976.

Notwithstanding anything in the Income Tax Act 1976, for the purposes of that Act the Corporation shall pay provisional tax in respect of the income year commencing on the 1st day of April 1983 on a provisional income of an amount equal to 11/3 times the amount of the assessable income derived by the Government Insurance Commissioner in the period of 9 months ending on the 30th day of September 1983.

For the purposes of section 204 of the Income Tax Act 1976 in its application to the Government Insurance Commissioner and the Corporation, the amount of the consideration received or receivable on the disposal of each investment of the Government Insurance Commissioner to the Corporation shall be deemed to be—