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RACING (TASRACING PTY LTD) BILL 2009
CLAUSE NOTES
Clause 1 Short Title and citation.
Clause 2 The Racing (Tasracing Pty Ltd) Act 2009 commences on
1 July 2009, but if Royal Assent has not been received on or
before that date, the Act is taken to have commenced on
1 July 2009.
Clause 3 This clause provides definitions for the purpose of this Act. It
also provides for expressions used in this Act to have the
same meaning as those contained in the Racing Regulation
Act 2004.
Clause 4 This clause provides for this Act to extend to any subsidiary of
the Company in the performance of any functions of the
Company, as if the subsidiary were the Company.
Clause 5 This clause empowers the Minister to form or participate in
the formation of a Company to perform functions relating to
the governance and administrative and financial aspects of
the racing industry.
Clause 6 This clause defines the principal objectives of the Company.
Clause 7 This clause sets out the status of the Company, by:
under subclause (1), providing that the Company or a
subsidiary thereof, unless legislation provides otherwise, does
not represent the Crown, is not exempt from any rates, tax,
duty or other impost simply because the Crown has beneficial
ownership of shares in the company, and it is not entitled to
any Crown prerogative rights or privilege as a consequence of
the Crown's ownership; and
under subclause (2), making it clear that the Crown is not
liable for any liability or obligation of the Company or its
subsidiary unless the Treasurer gives a guarantee or
indemnity.
Clause 8 This clause provides for displacement provisions for the
purposes of section 5G of the Corporations Act.
Subclause 9(1) This subclause determines that shares held by the members
are held in trust for the Crown.
Subclause 9(2) This subclause prevents members of the Company acquiring
shares in the Company for his or her own benefit.
Subclause 9(3) This subclause provides that if shares in the Company are
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acquired by a member for his or her own benefit, they are
taken to be held in trust for the Crown but the Crown is not
liable to pay for those shares.
Clause 10 This clause provides that the Minister for Racing and the
Treasurer are the two members of Company.
Subclause 10(b) further provides if at any time, the Treasurer
is responsible for both portfolios, then the Treasurer must
determine a second Minister to be a member of the Company.
Subclause 11(1) This subclause sets out the requirements to be included in the
constitution, namely the principal objectives of the Company
and the provisions detailed in Schedule 1 of the Act.
Subclause 11(2) This subclause requires the provisions of the constitution to be
consistent with the Act.
Subclause 11(3) This subclause requires the Company to provide to the
Minister a copy of the special resolution altering, adding to or
omitting a provision of the constitution within 14 days of the
making of the special resolution.
Subclause 11(4) This subclause requires the Minister to lay that special
resolution before Parliament within 7 sitting-days of receiving
it.
Subclause 12(1) This subclause requires the members of the Company to
provide the Board with a shareholder's statement of
expectations as soon as is practicable after the incorporation
day.
Subclause 12(2) This subclause sets out the requirements to be included in the
statement of expectations.
Subclause 12(3) This subclause enables the members of the Company to
amend or revoke and substitute the statement of expectations,
either at their own discretion or at the Board's request.
Subclause 12(4) This subclause requires the members of the Company to
consult with the Board in the preparation of, or amendment to,
the statement of expectations.
Clause 13 This clause requires the Board, in consultation with the
industry and with reference to the shareholder's statement of
expectations, to prepare and submit a corporate plan to the
members each financial year.
Clause 14 This clause requires the Company to have a Board of
Directors with necessary experience and expertise to enable
the Company to meets its objectives. The clause also
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provides for the initial members of the TRB to be the initial
directors of the Company until 31 December 2009.
Clause 15 This clause requires the Company to provide to the Minister
copies of the constitution (including any amendments),
financial statements, and director's reports of the Company
and any subsidiaries. It further requires the Minister to lay
these papers before Parliament within 7 sitting-days of
receiving them.
Clause 16 This clause provides that the Treasurer may lend money to
the Company from money provided by Parliament.
In making the loan the Treasurer may set conditions on the
loan. The loan, any charges, and/or interest are to be repaid
into the Consolidated Fund.
Clause 17 This clause empowers the Treasurer to provide a guarantee
or an indemnity, or both, in respect of repayment of money by
a company or subsidiary, or the performance of obligations.
Any such guarantee or indemnity may extend to interest and
other charges payable and is subject to any conditions
determined by the Treasurer. Any payment required to be
made by the Treasurer under a guarantee or indemnity is to
be from money provided by Parliament for the purpose.
Clause 18 This clause provides that Part II, Division I of the Government
Business Enterprises Act 1995 applies to the Company or its
subsidiary as if the entity were a GBE under that Act for the
purpose of establishing fees for guarantees.
Clause 19 This clause provides that the provisions of Part 10 of the
Government Business Enterprises Act 1995 relating to tax
equivalents apply to the Company or a subsidiary in the same
way as they apply to GBEs.
Clause 20 This clause requires the Auditor-General to act as auditor until
another is appointed by the members.
Clause 21 This clause provides for the application of any Treasurer's
Instructions issued under the Government Business
Enterprises Act 1995 in respect of guidelines for determining,
calculating and paying income tax equivalents and guarantee
fees and related matters, including superannuation, to the
Company or its subsidiary as if the same were a GBE.
Clause 22 This clause requires the Company to comply with any
requirement by the Treasurer and to do or refrain from doing
anything required for the purposes of implementing the
Agreement made under the Financial Agreement Act 1994
Clause 23 This clause requires the Company to provide information that may
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be required for an actuarial review of any of its liabilities under the
Retirement Benefits Act 1993.
Clause 24 This clause specifies the Company's obligations regarding
superannuation contributions in respect of its employees.
Clause 25 This clause provides for the membership of the Board of the
Company, by:-
under subclause (1), specifying the constitution of the Company
and appointment of directors by the members of the Company;
under subclause (2), providing for the appointment of a panel by
the members of the Company, to recommend, the names of
candidates it considers suitable for appointment to the Board;
under subclause (3), specifying the constitution of the panel when
considering code specific appointments to the Board;
under subclause (4), specifying the thoroughbred persons eligible
to submit to that panel the names of potential candidates for
appointment to the Board;
under subclause (5), specifying the harness persons eligible to
submit to that panel the names of potential candidates for
appointment to the Board;
under subclause (6), specifying the greyhound persons eligible to
submit to that panel the names of potential candidates for
appointment to the Board;
under subclause (7), requiring persons submitting names to the
panel to identify if the candidate which the person is nominating is
being nominated under the industry knowledge stream or other
skills stream;
under subclause (8), requiring the panel to recommend to the
Minister the names of three code specific persons it considers
suitable for appointment to the Board;
under subclause (9), requiring the panel to advertise in the three
daily Tasmanian newspapers and any other newspaper considered
desirable for expressions of interest from potential candidates; and
under subclause (10), requiring the panel to recommend to the
members the names of three suitable candidates received from the
advertisement process and industry nominations that it considers
suitable for appointment to the Board.
Clause 26 This clause provides for the filling of vacancies in the office of
director of the Company by the members of the Company.
Clause 27(1) This subclause empowers the Company to make grants and loans
to racing clubs, contract for capital works, purchase, lease and
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maintain racing facilities, and charge fees for their use.
Clause 27(2) This subclause enables the Company to impose conditions on
any loan or grant made under subclause (1).
Clause 27(3) This subclause prohibits the Company, without the Treasurer's
approval, from undertaking the actions outlined therein.
Clause 28 This clause prevents members of the Company selling or
disposing of shares in the Company without first obtaining
approval from Parliament. It defines what Parliamentary
approval is for the purposes of subsection (3).
It also prevents members of the Company from voting to allow
the Company to offer or invite persons to subscribe for, or allot
or issue shares in the Company other than to existing
shareholders.
Clause 29 This clause provides that the Company is not a public
authority for the purposes of the Land Acquisition Act 1993
and accordingly is unable to compulsorily acquire land.
Clause 30 This clause enables the Minister to enter into an agreement
with the Company in relation to the performance of non-
performance of its functions under any Act, the terms of which
may provide for reimbursement to the Company from money
provided by Parliament for the purpose.
Clause 31 This clause provides for the administration of the Act.
Clause 32 This clause provides that, for the purposes of Part 5 of this
Act, the Racing Regulation Act 2004 is the Principal Act.
Clause 33 This clause provides for amendments to be made to section
29 of the Racing Regulation Act 2004 to correct an anomaly in
respect of appeals that are dealt with by the Integrity
Assurance Board in lieu of the Tasmanian Racing Appeal
Board.
Schedule 1 Details the provisions to be included in the constitution of the
Company, by:
under clause 1, providing for phrases and expressions used in
the constitution to have the same meaning as those contained
in the Corporations Act and the Principal Act;
under clause 2, requiring the board of directors to manage the
business of the Company and allowing them to exercise all
powers of the Company, subject to the Corporations Act, the
Racing Regulation Act 2004, the Principal Act and the
constitution;
under clause 3, preventing the Company from borrowing from
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any person other than the Tasmanian Public Finance
Corporation, except where approved by special resolution;
under clause 4, preventing the Company from undertaking the
specified actions in relation to ownership of subsidiaries,
except where approved by special resolution;
under clause 5, preventing the Company selling or disposing
of the whole or a substantial part of its undertaking or assets
without first obtaining approval from Parliament;
under clause 6, preventing the Company from approving the
constitution of a subsidiary unless such constitution includes a
provision substantially the same as that referred to in clause 3
of this Schedule and preventing the Company from amending
that provision, except where approved by special resolution;
and
under clause 7, upon the written request of a member,
requiring the Company to provide to that member and the
Minister a copy of the Company's business or strategic plans,
financial information, report or any other information relevant
to any such plan, financial information or report, as specified in
the request.