Central Coast Water Corporation Act 2006 No 105
Current version for 6 January 2012 to date (accessed 25 November 2014 at 00:46)
Part 2Division 2

Division 2 Operation and management of the Corporation

12   Board of directors

(cf State Owned Corporations Act 1989, section 20J)

(1)  There is to be a board of directors of the Corporation.
(2)  The Board is to consist of at least 3, but no more than 7, directors.
(3)  The directors are to be appointed by the Governor on the recommendation of the voting shareholders.
(4)  Each person recommended for appointment as a director must be a person who, in the opinion of the voting shareholders, will assist the Corporation to achieve its principal objectives.
(5)  No more than 2 directors may be appointed from the councillors and employees of the constituent councils (one from each council) and, in that event, the minimum number of directors is to be 5 (not 3).
(6)  The chief executive officer of the Corporation may, but need not, be appointed as a director.
(7)  The Board is accountable to the voting shareholders in the manner set out in Part 4 and in the constitution of the Corporation.
(8)  Schedule 3 has effect with respect to the constitution and procedure of the Board.

13   Chief executive officer

(cf Energy Services Corporations Act 1995, clause 2 of Schedule 2)

(1)  The chief executive officer of the Corporation is to be appointed by the Board after consultation with the voting shareholders.
(2)  Schedule 4 has effect with respect to the chief executive officer.

14   Operation and management

(cf State Owned Corporations Act 1989, section 20L)

(1)  All decisions relating to the operation of the Corporation are to be made by or under the authority of the Board.
(2)  The chief executive officer of the Corporation is, subject to subsection (1), responsible for the day-to-day management of the operation of the Corporation in accordance with the general policies and specific directions of the Board.

15   Staff

(cf State Owned Corporations Act 1989, section 20M)

(1)  The Corporation may employ such staff as it requires to exercise its functions.
(2)  The Corporation may fix the salary, wages and conditions of its staff in so far as they are not fixed by or under any other Act or law.
(3)  The regulations:
(a)  subject to paragraph (b), may make provision for or with respect to the employment of the staff of the Corporation, including the conditions of employment and the discipline of any such staff, and
(b)  must include provisions that have substantially the same effect in relation to the staff of the Corporation as the provisions of Part 4 of Chapter 11, and sections 348–350, of the Local Government Act 1993 (provisions with respect to equal employment opportunity and merit appointment) have in relation to the staff of a council.
(4)  Regulations relating to the conditions of employment or the discipline of staff:
(a)  have effect subject to any relevant award made by a competent industrial tribunal and to any industrial agreement or enterprise agreement to which the Corporation is a party, and
(b)  have effect despite any determination of the Corporation under subsection (2).
(5)  Except as provided by the regulations, this section does not apply to the appointment, employment or conditions of employment of the chief executive officer of the Corporation.
(6)  Except as provided by the regulations, this section applies to a subsidiary of the Corporation (other than a company) and its staff in the same way as it applies to the Corporation and its staff.

16   Non-commercial activities

(cf State Owned Corporations Act 1989, section 20N)

(1)  If the voting shareholders wish the Corporation to perform activities, or to cease to perform activities, or not to perform activities, in circumstances where the Board considers that it is not in the commercial interests of the Corporation to do so, they may, by written notice to the Board, direct the Corporation to do so in accordance with any requirements set out or referred to in the notice.
(2)  The Corporation is required to comply with any such direction.
(3)  The Corporation is entitled to be reimbursed, from money advanced by the constituent councils for the purpose, amounts equal to:
(a)  the net cost of performing any such activities, including the cost of capital, and
(b)  the net cost of complying with a direction to cease to perform or not to perform any such activities.
(4)  The amounts and times of payment of those amounts are as agreed between the constituent councils and the Corporation or (failing agreement) as determined by a suitably qualified person or persons nominated by the Minister.
(5)  The Corporation may be reimbursed, from money advanced by the constituent councils for the purpose, amounts not exceeding the estimated net amount of revenue forgone through ceasing to perform or not performing any such activities, as determined by the constituent councils having regard to such factors as they consider relevant in the circumstances.

17   Power of voting shareholders to notify Board of council policies

(cf State Owned Corporations Act 1989, section 20O)

(1)  The voting shareholders may notify the Board, in writing, of a policy adopted by the constituent councils that is to apply to the Corporation and its subsidiaries, if the voting shareholders are satisfied that it is necessary to give the notification in the public interest.
(2)  The Board must ensure that the policy is carried out in relation to the Corporation and must, as far as practicable, ensure that the policy is carried out in relation to its subsidiaries.
(3)  Before giving a notification under this section, the voting shareholders:
(a)  must consult with the Board, and
(b)  must request the Board to advise the voting shareholders whether, in its opinion, carrying out the policy would not be in the best interests of the Corporation or any of its subsidiaries.
(4)  The Corporation may be reimbursed, from money advanced by the constituent councils for the purpose, amounts not exceeding the estimated net cost of complying with such a notification, or the estimated net amount of revenue forgone through complying with such a notification, as determined by the voting shareholders having regard to such factors as they consider relevant in the circumstances.
(5)  The voting shareholders are required to cause a notice to be published in the Gazette setting out the reasons why a notification was given under this section and why it is in the public interest that the notification be given.
(6)  A notice referred to in subsection (5) is to be published within one month after the notification is given.

18   Power of voting shareholders to give directions in public interest

(cf State Owned Corporations Act 1989, section 20P)

(1)  The voting shareholders may give the Board a written direction in relation to the Corporation and its subsidiaries if they are satisfied that, because of exceptional circumstances, it is necessary to give the direction in the public interest.
(2)  The Board must ensure that the direction is carried out in relation to the Corporation and must, as far as practicable, ensure that the direction is complied with in relation to its subsidiaries.
(3)  Before giving a direction under this section, the voting shareholders:
(a)  must consult with the Board, and
(b)  must request the Board to advise the voting shareholders whether, in its opinion, complying with the direction would not be in the best interests of the Corporation or any of its subsidiaries.
(4)  The Corporation may be reimbursed, from money advanced by the constituent councils for the purpose, amounts not exceeding the estimated net cost of complying with such a direction, or the estimated net amount of revenue forgone through complying with such a direction, as determined by the voting shareholders having regard to such factors as they consider relevant in the circumstances.
(5)  The voting shareholders are required to cause a notice to be published in the Gazette setting out the reasons why a direction was given under this section and why it is in the public interest that the direction be given.
(6)  A notice referred to in subsection (5) is to be published within one month after the direction is given.

19   Dividends

(cf State Owned Corporations Act 1989, section 20S)

(1)  The Corporation is to have a share dividend scheme, as provided in its constitution, in a form approved by the constituent councils.
(2)  The Board and the voting shareholders may agree that payments required to be made by the Corporation or any of its subsidiaries in respect of dividends will be applied in the purchase of shares by shareholders in the Corporation.
(3)  Dividends declared for the Corporation or any of its subsidiaries and payable to voting shareholders are to be paid to the constituent councils.

20   Tax-equivalents

(cf State Owned Corporations Act 1989, section 20T)

(1)  The Corporation must from time to time pay to the constituent councils such amounts as the Tax Assessor determines to be equivalent to the amounts that would be payable by the Corporation if it were liable to pay taxes under the law of the Commonwealth.
(2)  The Corporation is not required to make payments under this section to the extent to which it is or becomes liable to pay any such taxes.
(3)  Payments are to be made under this section on such terms as the Tax Assessor determines to be equivalent to the terms on which the amounts would be payable (including terms as to instalments and times of payment) if the Corporation were liable to pay corresponding taxes under the law of the Commonwealth.
(4)  The Corporation and the constituent councils may enter into agreements regarding the amounts to be paid under this section or the terms on which they are to be paid, and any such agreements have effect despite anything in subsections (1) and (3).
(5)  The determinations of the Tax Assessor under this section are to be made in such a way as to give effect to any such agreements.
(6)  Any such determination of the Tax Assessor is final, and the constituent councils and the Corporation are required to make all the necessary payments and refunds to give effect to the determination.
(7)  The Minister may nominate any person or persons to be the Tax Assessor for the Corporation, and may revoke any such nomination.
(8)  This section applies to the subsidiaries of the Corporation in the same way as it applies to the Corporation, and (where relevant) applies to the Corporation and its subsidiaries as a group.
(9)  Amounts required to be paid under this section are called tax-equivalents.
(10)  In this section, Tax Assessor, in relation to the Corporation, means the person nominated for the time being under subsection (7) as the Tax Assessor for the Corporation.

21   Corporation’s obligations not guaranteed by constituent councils

(cf State Owned Corporations Act 1989, section 20U)

(1)  The obligations of the Corporation or any of its subsidiaries are not guaranteed by the constituent councils, except to the extent to which the Board and the constituent councils agree in writing.
(2)  The constituent councils may, after consultation with the Board, fix charges to be paid by the Corporation or any of its subsidiaries to the constituent councils in respect of an agreed guarantee, either generally or in so far as it relates to specified matters.
(3)  Payments by the Corporation or any of its subsidiaries to the constituent councils in respect of any such charges are required to be made at such times, and in such instalments, as the constituent councils determine.

22   State taxation

(cf State Owned Corporations Act 1989, section 20V)

(1)  In this section:

exempt matter means:

(a)  the issue of shares of the Corporation or any of its subsidiaries to the constituent councils, or
(b)  the transfer of assets, rights or liabilities to the Corporation or any of its subsidiaries pursuant to a transfer order, or
(c)  giving effect to any of the above.

tax includes stamp duty and any other tax, duty, fee, levy or charge, but does not include tax-equivalents.

(2)  Tax under a law of the State is not payable in relation to:
(a)  an exempt matter, or
(b)  anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.
(3)  The Treasurer or a person authorised by the Treasurer may, by a written instrument, certify that:
(a)  a specified matter or thing is an exempt matter, or
(b)  a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.
(4)  For all purposes and in all proceedings, a certificate under this section is conclusive evidence of the matters certified, except so far as the contrary is established.

23   Private corporations and subsidiaries

(cf State Owned Corporations Act 1989, section 20W)

(1)  The Corporation may, subject to this section:
(a)  form or participate in the formation of private corporations, and
(b)  acquire interests in private corporations, and
(c)  sell or otherwise dispose of interests in private corporations,
but only if the activities or proposed activities of any such private corporation are related to the functions of the Corporation.
(2)  The Corporation or any of its subsidiaries may not form, participate in the formation of or acquire subsidiaries without the prior written approval of the voting shareholders.
(3)  The Corporation or any of its subsidiaries may not acquire or dispose of shares of a company, or participate in any other transaction, resulting in the company becoming or ceasing to be a subsidiary, without the prior written approval of the voting shareholders.
(4)  In seeking the approval of the voting shareholders, the Corporation or subsidiary is required to provide the voting shareholders with such information as they require, including such kinds of information (if any) as are prescribed by the regulations.
(5)  In this section, private corporation means a corporation within the meaning of the Corporations Act 2001 of the Commonwealth formed in or outside New South Wales.

24   Acquisition and disposal of assets, investments and liabilities

(cf State Owned Corporations Act 1989, section 20X)

(1)  The Corporation or any of its subsidiaries may not acquire or dispose of fixed assets or investments, including shares in a company, without the prior written approval of the voting shareholders:
(a)  if the total assets and investments being acquired or disposed of (together with any other such acquisitions or dispositions during the last 12 months) represent an amount in excess of the prescribed percentage of the written down value of the Corporation’s consolidated fixed assets and investments as disclosed in its last audited financial report, or
(b)  if it could reasonably be expected that the inclusion or exclusion, respectively, of the total current year’s profit or loss of such acquisition or disposition (together with any other such acquisitions or dispositions during that year) would result in an increase in or diminution of the Corporation’s consolidated pre-tax operating profit or loss for the year of acquisition or disposal in excess of the prescribed percentage compared with that consolidated pre-tax operating profit or loss disclosed in its last audited financial report.
(2)  The amount referred to in subsection (1) (a) is to be calculated by reference to:
(a)  in the case of an acquisition to which this section applies, the cost price of the asset or investment, or
(b)  in the case of a disposition to which this section applies, the book value of the consideration or disposal, whichever is the greater.
(3)  The Corporation or any of its subsidiaries may not acquire or dispose of any assets or liabilities, in contravention of any requirements of the regulations.
(4)  In seeking the approval of the voting shareholders under this section, the Corporation or subsidiary is required to provide the voting shareholders with such information as they require, including such kinds of information (if any) as are prescribed by the regulations.
(5)  The prescribed percentage is 10 per cent or such other percentage as is prescribed by the regulations.
(6)  All or any specified requirements of subsections (1) and (2) do not apply in such circumstances as are specified in a written notice given to the Corporation or a subsidiary of the Corporation by the voting shareholders.
(7)  The voting shareholders may not give such a notice unless satisfied that the requirements are incapable of application to the Corporation or subsidiary in the circumstances or would apply to it in a clearly inappropriate manner.
(8)  The voting shareholders may, by written notice, direct the Corporation or its subsidiaries not to dispose of any specified asset.

25   Sale or disposal of main undertaking

(cf State Owned Corporations Act 1989, section 20Y)

(1)  None of the main undertakings of the Corporation, and none of the main undertakings of any of its subsidiaries, may be sold or disposed of except with the prior written approval of the voting shareholders.
(2)  The main undertakings are as specified in the most recent statement of corporate intent of the Corporation.
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