Crown Entities Act 2004

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Version as at 1 January 2023

Crown Entities Act 2004

Public Act		2004 No 115
Date of assent		21 December 2004
Commencement		see section 2

Note

The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

Note 4 at the end of this version provides a list of the amendments included in it.

This Act is administered by the Public Service Commission and the Treasury.

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
6	Application of this Act to tertiary education institutions
7	Meaning of Crown entity and categories of Crown entities
7A	Meaning of multi-parent subsidiary
8	Meaning of parent Crown entity
9	Power to amend Schedules 1 and 2
10	Interpretation
10A	Provisions affecting application of amendments to this Act
10B	Status of examples
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
	Monitor’s role
27A	Monitor’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 statement of performance expectations
50	Manner in which functions must be performed
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	Appointment of chairperson, etc, and 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
	Monitor’s role
88A	Monitor’s 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 statement of performance expectations
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 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	Directions to support whole of government approach
108	Process for giving directions under section 107
109	House of Representatives may resolve to disapply direction under section 107
110	Obligation to give effect to direction
111	Publication of direction under section 107
112	Power to add functions if authorised by entity’s Act or constitution
113	Safeguarding independence of Crown entities
	Government directions to Crown entities [Repealed]
114	Crown entities must comply with directions given under statutory power of direction
115	Procedure for ministerial directions on government policy
115A	Review and expiry of all directions
	Employees
116	Employment of employees
117	Employment of chief executive
118	Crown entity to be good employer
119	Application of clauses 12 to 14 of Schedule 8 of the Public Service Act 2020
	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
139A	Minister may require Crown entity to prepare new statement of intent at any time
139B	Minister may grant extension of time for, or waive, requirement to provide statement of intent
139C	Responsible Minister may grant extension of time for requirement to provide statement of intent: COVID-19 [Repealed]
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 [Repealed]
143	Exemption for certain outputs [Repealed]
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 final statement of intent by responsible Minister
148	Amendments to final statement of intent by Crown entity
149	Obligation to publish and present statement of intent
149A	Obligation to publish and present amendments to statement of intent
	Planning: statement of performance expectations
149B	Purpose of statement of performance expectations
149C	Obligation to prepare statement of performance expectations
149CA	Responsible Minister may grant extension of time for obligation to prepare statement of performance expectations: COVID-19 [Repealed]
149D	Statement of performance expectations for newly established Crown entities
149E	Content of statement of performance expectations
149F	Exemption for certain outputs
149G	Forecast financial statements
149H	Ministerial involvement in statements of performance expectations
149I	Process for providing statement of performance expectations to responsible Minister
149J	Amendments to final statement of performance expectations by responsible Minister
149K	Amendments to final statement of performance expectations by Crown entity
149L	Obligation to publish and present statement of performance expectations
149M	Obligation to publish and present amendments to statement of performance expectations
	Reporting: annual report
150	Obligation to prepare, present, and publish annual report
150A	Special annual reporting requirements
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 performance
154	Annual financial statements
155	Statement of responsibility
156	Audit report
	Application of this subpart to Crown entity groups
156A	Application of this subpart to Crown entity groups
156B	Minister of Finance may require additional reporting
	Multi-parent subsidiaries: exemptions from reporting requirements under this subpart
157	Multi-parent subsidiaries part-owned by school board
157A	Other multi-parent subsidiaries
	Subpart 3—Other provisions for financial accountability
	Bank accounts
158	Bank accounts of Crown entities
	Acquisition of financial products, borrowing, guarantees, indemnities, and derivatives
159	Application of acquisition of financial products, borrowing, guarantees, indemnities, and derivatives rules
160	Further provision relating to acquisition of financial products, borrowing, guarantees, indemnities, and derivatives rules
161	Restrictions on acquisition of financial products
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	Responsible Minister may set standards, terms, and conditions in respect of certain classes of outputs
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 Companies Act 1993 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 [Repealed]
183	Term of office of existing members other than ex officio members [Repealed]
184	Term of office of existing ex officio members [Repealed]
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 [Repealed]
196	Existing law on securities, borrowing, guarantees, indemnities, and derivative transactions continues to apply until 1 April 2005 [Repealed]
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
199A	Application, savings, and transitional provisions relating to amendments to Act
	Amendments to other enactments
200	Amendments to other enactments
201	Amendment to Gas Amendment Act 2004
	Schedule 1AAA Application, savings, and transitional provisions relating to amendments made to Act after 1 January 2013
	Schedule 1 Statutory entities
	Schedule 2 Crown entity companies
	Schedule 3 Application of Crown Entities Act 2004 to school boards
	Schedule 4 Application of Crown Entities Act 2004 to tertiary education institutions
	Schedule 5 Appointment of chairperson, etc, and board procedure for statutory entities (other than corporations sole)
	Schedule 6 Amendments to other Acts arising from Crown entity reforms
	Notes

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