AUSTRALIAN INDUSTRY DEVELOPMENT CORPORATION ACT 1975 No. 4of 1975 An Act relating to the Australian Industry Development Corporation. BE IT ENACTED by the Queen, the Senate and the House of Representatives of Australia, as follows:1. (1) This Act may be cited as the AustralianIndustry Development Short title and citation. CorporationAct 1975.' (2) The Australian Industry Development Corporation Act 1970-19732 is in this Act referred to as the Principal Act. (3) The Principal Act, as amended by this Act, may be cited as the Australian Industry Development CorporationAct 1970-1975. 2. This Act shall come into operation on the day on which it receives Commencement. the Royal Assent.' 3. Section 4 of the Principal Act is amended by inserting in sub- Interpretsection (1), after the definition of "Director", the following defini- ation. tions: - 'full-time Director' means a Director referred to in paragraph (d) of sub-section ( 1)of section 11 who was appointed as a full-time Director; 'minerals' includes petroleum and natural gas; 'part-time Director' means a Director referred to in paragraph (d) of sub-section ( 1 ) of section 11 who was appointed as a part-time Director; ". 4. Section 6 of the Principal Act is amended(a) by omitting sub-section ( 1 ) and substituting the following subsection: - "( 1) The functions of the Corporation are(a) to facilitate and encourage the establishment, development and advancement of Australian industries concerned with the manufacture, processing, treatment, Functions of the Corporation. No.4 Australian IndustryDevelopment Corporation 1975 transportation or distribution of goods, or the development or use of natural resources (including the recovery of minerals) or of technology, by(i) providing, or assisting in the provision of, the financial resources required by Australian companies engaging, or proposing to engage, in any such industries or in activities that are connected with, or incidental to, those industries; and (ii) engaging or participating in enterprises or developmental projects in relation to any such industries or activities; and (b) (b) to secure, to the greatest extent that is practicable, participation by Australian residents in the ownership and control of companies engaging in any such industries or activities. "; and by adding at the end thereof the following sub-section:"(4) Without limiting the generality of sub-section (1), the functions of the Corporation may be performed(a) in the capacity of, and to the extent that they are appropriate to be performed by, a trading or financial corporation formed within the limits of Australia; or (b) for the purpose of assisting Australian companies, being trading or financial corporations formed within the limits of Australia, in their trading or financial operations, and sub-section (3) does not restrict the performance by the Corporation of its functions in accordance with this subsection. ". Powers of the Corporation. 5. Section 7 of the Principal Act is amended(a) by omitting paragraph (c) of sub-section (2) and substituting the following paragraphs: "(ba) to draw, make, accept, indorse and discount bills of exchange and promissory notes; "(c) to form, or participate in the formation of, a company; "; and (b) by omitting sub-sections (4), (5) and (6) and substituting the following sub-section:"(4) The power of the Corporation to borrow moneys may be exercised both within and outside Australia.". 1975 AustralianIndustry Development Corporation No. 4 6. Sections 8 and 9 of the Principal Act are repealed and the following sections substituted:"8. (1) In the performance of its functions the Corporation shall have regard to the current monetary policy of the Australian Government and to the policies of the Australian Government in relation to trade practices, the environment, industrial relations, urban and regional development and the efficiency of industry. "(2) The Corporation shall act in accordance with sound business principles in the performance of its functions and(a) shall not provide finance to a particular company unless the Board considers that the company will operate in an efficient manner and in accordance with sound financial principles; and (b) shall not engage or participate in a particular enterprise or project unless the Board considers that the enterprise or project will be carried out in an efficient manner and in accordance with sound financial principles. "(3) The Corporation shall, in deciding whether to provide finance to a particular company or to engage or participate in a particular enterprise or project, have regard to(a) the importance of the industry concerned to the Australian economy; and (b) the extent to which the provision of that finance, or the engaging or participating by the Corporation in that enterprise or project, would contribute to the effective performance of the functions of the Corporation. "(4) Subject to the NationalInvestment Fund Act 1974, the Corporation shall, at least once in each year, review its holdings of shares in companies other than shares acquired as a result of the investment of the capital of the Corporation under sub-section (2) of section 26 and, where(a) the Corporation holds a substantial number of shares in a company; and (b) the Board is satisfied, as to any of those shares, that retention of the shares is not necessary for the proper performance of the functions of the Corporation, the Corporation shall endeavour to dispose of those shares, but nothing in this sub-section requires the Corporation to dispose of shares at a loss. "(5) The Corporation shall not, in the performance of its functions, seek to engage in an enterprise or project without the participation of another person or other persons except on a temporary basis or in a case where the Minister has taken action under sub-section (6) of section 8A in relation to the enterprise or project. Matters to be taken into account by the Corporation. No. 4 Australian Industry Development Corporation 1975 "(6) The Corporation shall not, in the performance of its functions, seek to acquire, or to acquire a controlling interest in, a company in which Australian residents have a controlling interest except where(a) the acquisition is necessary to prevent foreign persons from acquiring a controlling interest in the company; or (b) the acquisition takes place with the consent of the board of directors of the company. "(7) A reference in paragraph (6) (a) to foreign persons acquiring a controlling interest in a company is a reference to foreign persons becoming the owners of a substantial number of voting shares in the company within the meaning of the Companies (Foreign Take-overs) Act 1972-1974. "(8) In this section, 'foreign person' has the same meaning as in the Companies (Foreign Take-overs) Act 1972-1974. Enterprises "8A. ( I) The Minister may, from time to time, by notice in writing or projects in to the Corporation, inform the Corporation of the policy of the Austhe national interest. tralian Government in relation to the establishment, development and advancement of an industry referred to in the notice or in relation to the participation by Australian residents in such an industry or in an activity that is connected with or incidental to such an industry. "(2) Where(a) the provision of finance by the Corporation in relation to an enterprise or project, or the engaging or participation by the Corporation in an enterprise or project, would be within the functions of the Corporation; (b) the Board decides for any reason not to provide finance for, or not to engage or participate in, the enterprise or project; and (c) it is in accordance with the policy of the Australian Government as notified to the Corporation under sub-section ( 1 ) that(i) the enterprise or project should be carried out; and (ii) the Corporation should provide finance in relation to, or engage or participate in, the enterprise or project, the Corporation shall furnish to the Minister a report in writing in relation to the enterprise or project. "(3) The Corporation shall not furnish a report under sub-section (2) in relation to the provision of finance by the Corporation to a company in relation to an enterprise or project, or the engaging or participation by the Corporation in an enterprise or project in association with a company, except with the consent of that company. "(4) Ifthe Minister considers that(a) the carrying out of an enterprise or project in connexion with an industry or activity referred to in sub-section (1) of section 6; and 1975 AustralianIndustry Development Corporation No. 4 (b) the provision of finance by the Corporation in relation to the enterprise or project or the engaging or participation of the Corporation in the enterprise or project, would be in accordance with the policy of the Australian Government in relation to the establishment, development or advancement of the industry or in relation to the participation by Australian residents in the industry or activity, he may direct the Corporation to furnish to him a report in writing in relation to the enterprise or project. "(5) If the Minister has received a report in pursuance of sub-section (2) or sub-section (4) in relation to an enterprise or project, the Minister may authorize the Corporation to conduct such inquiries, investigations, studies or negotiations in connexion with the enterprise or project as are necessary to determine whether, and by what means, the Australian Government could enable the Corporation to provide finance for, or to engage or participate in, the enterprise or project. "(6) Where, after having received a report in pursuance of subsection (2) or sub-section (4) in relation to an enterprise or project, the Minister is of the opinion that it is in the national interest that the Australian Government should(a) facilitate the provision of finance by the Corporation in relation to the enterprise or project; or (b) assist the Corporation to engage or participate in the enterprise or project, the Minister may(c) with the concurrence of the Treasurer, give such guarantees as will enable the Corporation to provide finance for, or engage or participate in, the enterprise or project; (d) out of moneys appropriated by the Parliament for the purpose, make payments to the Corporation (whether by way of loan or otherwise) for use by the Corporation in providing finance for, or engaging or participating in, the enterprise or project on such terms and conditions as the Minister and the Treasurer determine; and (e) if the enterprise or project is concerned with the exploration, development or use of minerals and Australia has borrowed moneys for the purpose of the enterprise or project-out of moneys appropriated by the Parliament for the purpose, make payments to the Corporation (whether by way of loan or otherwise), being payments not exceeding in the aggregate the total of the amounts of moneys so borrowed, for use by the Corporation in providing finance for, or engaging or participating in, the enterprise or project on such terms and conditions as the Minister, the Treasurer and the Minister for Minerals and Energy determine. No. 4 AustralianIndustry Development Corporation 1975 "(7) The Minister shall not give a guarantee under sub-section (6) unless each House of the Parliament has passed a resolution approving the giving of the guarantee. "(8) Where any moneys are lent to the Corporation in accordance with paragraph (d) or (e) of sub-section (6) in relation to an enterprise or project(a) the Corporation shall apply those moneys for the purpose for which they were lent to the Corporation; (b) those moneys shall not be taken into account for the purposes of sub-section (3) of section 7; and (c) the Corporation shall not repay those moneys, or pay interest on those moneys, out of moneys of the Corporation other than moneys, or the proceeds of the sale of assets, acquired by the Corporation as a result of the application of the first-mentioned moneys in providing finance in relation to, or engaging or participating in, the enterprise or project. "(9) Where any moneys are paid (otherwise than by way of loan) to the Corporation in accordance with paragraph (d) or (e) of sub-section (6) in relation to an enterprise or project, the Corporation shall apply those moneys for the purpose for which they were paid to the Corporation. "( 10) The Corporation shall keep separate accounts and records in its books of account in respect of operations of the Corporation involving the application of moneys paid to the Corporation under this section and shall include in its annual report to the Minister a separate report on any such operations carried on during the year to which the report relates and shall prepare and furnish to the Minister financial statements in respect of those operations in such form as the Treasurer approves. "( 11 ) The accounts and records of financial transactions relating to moneys paid to the Corporation under this section, and records relating to assets acquired out of those moneys, shall be audited by the AuditorGeneral, and section 29 does not apply in relation to those accounts and records. "( 12) Sub-sections (3) to (5), inclusive, of section 37 apply in relation to financial statements referred to in sub-section (10) of this section in like manner as those sub-sections apply in relation to financial statements referred to in sub-section ( 1) of section 37 except that the report referred to in sub-section (3) of section 37 as that sub-section applies in relation to the first-mentioned financial statements shall be made by the Auditor-General and shall be furnished by him to the Minister. "(13) Where moneys are paid to the Corporation in pursuance of paragraph (d) or (e) of sub-section (6), the Treasurer is liable to reimburse the Corporation for any expenses (including expenses of management or administration), charges, obligations or liabilities incurred or 1975 AustralianIndustry Development Corporation No. 4 undertaken by the Corporation in applying those moneys to the extent, if any, to which the Corporation is not able to pay or discharge those expenses, charges, obligations or liabilities out of those moneys or out of income or profits derived by the Corporation from the application of those moneys. "(14) For the purpose of advising the Minister whether it is in the national interest that the Australian Government should(a) facilitate the provision of finance by the Corporation in relation to an enterprise or project; or (b) assist the Corporation to engage or participate in an enterprise or project, there is hereby established a National Interest Committee, which shall consist of such persons as the Governor-General appoints. "( 15) The regulations may prescribe all matters necessary or convenient to be prescribed for or in connexion with the performance of the functions of the National Interest Committee, including the tenure of office of members of the Committee, the holding of meetings of the Committee and, subject to the Remuneration Tribunals Act 1973-1974, the payment of fees and allowances, if any, to members of the Committee. "9. Except as otherwise provided by this Act, the Corporation is not Corporation not subject to subject to direction by or on behalf of the Australian Government." government direction. 7. Section 10 of the Principal Act is amended by omitting sub- Management of the section (2). Corporation. 8. ( 1) Section 11 of the Principal Act is repealed and the following section substituted: "11. (a) (b) (c) (d) ( 1 ) The Board shall consist ofan Executive Chairman; the Secretary to the Department of Manufacturing Industry; the Secretary to the Department of Minerals and Energy; and not less than 5 or more than 11 other Directors. "(2) The Directors, other than the Secretary to the Department of Manufacturing Industry and the Secretary to the Department of Minerals and Energy, shall be appointed by the Governor-General in accordance with this Part. "(3) A Director other than the Secretary to the Department of Manufacturing Industry and the Secretary to the Department of Minerals and Energy holds office, subject to this Act, for the period of his appointment on such terms and conditions as the Board determines but, subject to this Part, is eligible for re-appointment. Membership of Board of Directors. No. 4 Australian Industry Development Corporation 1975 "(4) The performance of the functions or the exercise of the powers of the Corporation is not affected by reason of(a) there being a vacancy in the office of Executive Chairman, the office of Secretary to the Department of Manufacturing Industry or the office of Secretary to the Department of Minerals and Energy; or (b) the number of Directors, apart from the Executive Chairman, the Secretary to the Department of Manufacturing Industry and the Secretary to the Department of Minerals and Energy, falling below 5 for a period of not more than 3 months.". (2) Notwithstanding sub-section (1), a Director who held office immediately before the commencement of this Act continues to hold office in accordance with the instrument of his appointment as if he had been appointed under section 11 of the Principal Act as amended by this Act. Full-time and p ar-time Lirectors. Tenure of officeof appointed Directors. 9. Section 13 of the Principal Act is amended by omitting subsection ( 1 ) and substituting the following sub-section:"(1) Subject to sub-sections (2), (3) and (4), the Directors referred to in paragraph (d) of sub-section ( 1) of section 11 may be appointed as full-time Directors or as part-time Directors.". 10. Section 15 of the Principal Act is amended by omitting the words "a Director other than the Executive Chairman" and substituting the words "a Director referred to in paragraph (d) of sub-section ( 1) of section 11 ". 11. Section 16 of the Principal Act is repealed and the following section substituted:- Re- muneration of Directors. "16. A Director, other than the Secretary to the Department of Manufacturing Industry or the Secretary to the Department of Minerals and Energy, shall be paid out of the funds of the Corporation such remuneration as is determined by the Remuneration Tribunal, but, if no determination of that remuneration by the Tribunal is in operation, he shall be paid remuneration(a) Leave of absence. at the rate that was applicable immediately before the commencement of the Australian Industry Development Corporation Act 1975; or (b) if no rate was so applicable-at such rate as is prescribed.". 12. Section 17 of the Principal Act is amended by omitting the words "a Director other than a part-time Director" and substituting the words "the Executive Chairman or a full-time Director". 1975 AustralianIndustry Development Corporation No. 4 13. Section 18 of the Principal Act is amended by omitting the words Resignation. "A Director" and substituting the words "The Executive Chairman or a Director referred to in paragraph (d) of sub-section ( 1) of section 11" 14. Section 19 of the Principal Act is amended by adding at the end Termination of appointthereof the following sub-section: ment. "(5) This section does not apply in relation to the Director who is the Secretary to the Department of Manufacturing Industry or the Director who is the Secretary to the Department of Minerals and Energy.". 15. Section 21 of the Principal Act is amended- Meetings of the Board. (a) by omitting sub-section (5) and substituting the following subsection: "(5) At a meeting of the Board, 5 Directors, including at least 3 part-time Directors, constitute a quorum. "; and (b) by adding at the end thereof the following sub-sections:"(8) If a majority of the Directors (being Directors who, if they were present at a meeting of the Board, would constitute a quorum) sign a document containing a statement that they are in favour of a resolution of the Board in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a duly constituted meeting of the Board held on the day on which the document was signed or, if the Directors sign the document on different days, on the day on which the document was last signed by a Director. "(9) For the purposes of sub-section (8), 2 or more separate documents containing statements in identical terms each of which is signed by one or more Directors shall together be deemed to constitute one document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents. ". 16. After section 21 of the Principal Act the following section is inserted: "21A. A person for the time being performing the duties of the Secretary to the Department of Manufacturing Industry or the Secretary to the Department of Minerals and Energy may attend a meeting of the Board and, in relation to meetings of the Board that he attends in pursuance of this section, shall, for the purposes of this Act, be deemed to be the Secretary to the Department of Manufacturing Industry or the Secretary to the Department of Minerals and Energy, as the case may be. ". Persons acting to Department of Manufacturing Industry or Department of inerals and Energy. No. 4 Delegation. Australian Industry Development Corporation 1975 17. Section 23 of the Principal Act is amended by omitting subsection ( 1) and substituting the following sub-section:"( 1) The Corporation may, by resolution of the Board, delegate to a Director, to a committee of the Board consisting of 2 or more Directors or to an officer of the Corporation, either generally or otherwise as provided by the instrument of delegation, all or any of its powers under this Act (except this power of delegation). ". Capital of the Corporation. 18. Section 24 of the Principal Act is amended(a) by omitting from sub-section (3) the words "An instalment" and substituting the words "Subject to sub-section (3A), an instalment"; and (b) by inserting after sub-section (3) the following sub-section: "(3A) An instalment of capital may be paid before the expiration of 12 months after the Board requests the Treasurer to pay that instalment if payment of the instalment is necessary for the purpose of enabling the Corporation to discharge obligations incurred by the Corporation in the exercise of its powers under this Act.". 19. After section 26 of the Principal Act the following section is inserted: - "26A. (I) For the purpose of enabling the Corporation to acquire assets for, and otherwise assist the operation of, the National Investment Fund, the Corporation may, subject to sub-section (2), borrow moneys development, by the issue, within Australia, of securities, which shall be known as National Investment Fund Development Securities. National Investment Fund portfolio "(2) The Corporation shall not borrow moneys by the issue of securities referred to in sub-section ( 1)if, as a result of the borrowing, the total amount borrowed by the issue of such securities and not repaid would exceed $100,000,000. "(3) The Treasurer may guarantee the repayment of, and the payment of interest on, moneys borrowed by the Corporation in accordance with sub-section ( 1). "(4) For the purpose of enabling the Corporation to acquire assets for the National Investment Fund, the Treasurer may, out of moneys appropriated by the Parliament for the purpose, make advances to the Corporation on such terms and conditions as the Treasurer and the Minister determine. "(5) The Board shall cause to be kept in the accounts of the Corporation a separate account, which shall be called the National Investment Fund Portfolio Development Account and to which moneys borrowed by the issue of securities referred to in sub-section ( 1) or advanced to the Corporation by the Treasurer under sub-section (4) shall be credited. 1975 AustralianIndustry Development Corporation No. 4 "(6) There shall also be credited to the National Investment Fund Portfolio Development Account(a) income or profits derived from the investment of moneys standing to the credit of that Account; and (b) any of the moneys constituting the Fund that are applied in respect of assets held by the Corporation under this section. "(7) Subject to sub-section ( 11) of section 16 of the NationalInvestment Fund Act 1974, moneys standing to the credit of the National Investment Fund Portfolio Development Account shall be applied only(a) in acquiring assets for the National Investment Fund; (b) in payment or discharge of the expenses, charges and obligations incurred or undertaken by the Corporation in the acquisition and management of those assets; (c) in repayment of, and in payment of interest on, moneys borrowed by or advanced to the Corporation under this section; and (d) to the extent to which the moneys are not immediately required to be applied in accordance with paragraphs (a), (b) and (c)-in making temporary investments in such manner as the Board thinks fit. "(8) Where the Treasurer advances moneys to the Corporation under this section, those moneys shall not be taken into account for the purposes of sub-section (3) of section 7. "(9) Debts owed by the Corporation, other than debts owed by the Corporation as a result of advances made to the Corporation by the Treasurer under this section, shall be paid by the Corporation in priority to debts owed by the Corporation as a result of such advances. "(10) In this section, the 'National Investment Fund' means the National Investment Fund constituted in accordance with the National Investment Fund Act 1974. ". 20. Section 27 of the Principal Act is amended by omitting sub- Liability to taxation. sections ( 1) and (2) and substituting the following sub-sections:"(1) Subject to sub-section (1B), the Corporation is subject to taxation under the laws of Australia. "(1A) Except as prescribed, the Corporation is not subject to taxation under a law of a State or Territory. "(1B) Except as prescribed, stamp duty or any similar tax is not payable under a law of Australia or of a State or Territory in respect of(a) a security issued by the Corporation or by a company of which all the shares in the capital are beneficially owned by the Corporation; No. 4 AustralianIndustry Development Corporation 1975 (b) the issue, redemption or transfer of such a security, not including a transfer made without consideration or for an inadequate consideration; or (c) any document executed by or on behalf of the Corporation, or any transaction, in relation to the borrowing or lending of moneys by the Corporation. "(2) The Corporation is not a public authority for the purposes of paragraph (d) of section 23 of the Income Tax Assessment Act 1936-1974." 21. After section 27 of the Principal Act the following section is inserted: "27A. Subject to section 27, the Corporation is not subject to any Corporation not subject to requirement, obligation, liability, penalty or disability under a law of a State or State or Territory to which Australia is not subject.". Territory laws to which Australia is not subject. Power of Corporation to provide benefits for Directors, officers and employees. 22. Section 33 of the Principal Act is amended by omitting the words "The Corporation may" and substituting the words "Subject to the Cr Remuneration TribunalsAct 1973-1974, the Corporation may". Officers' Rights Declaration Act. 23. Section 35 of the Principal Act is amended by omitting the words "a Director (other than a Director appointed as a part-time Director)" and substituting the words "the Executive Chairman, a full-time Director". 24. After section 36 of the Principal Act the following section is inserted: - Functions, duties and powers of auditors. "3 6A. ( 1 ) Where an approved auditor is required by this Act or the National Investment Fund Act 1974 to audit any accounts or records, the auditor shall inspect and audit those accounts and records and shall forthwith draw the attention of the Minister to any irregularity disclosed by the inspection and audit that is, in the opinion of the auditor, of sufficient importance to justify his so doing. "(2) An approved auditor may, at his discretion, dispense with all or any part of the detailed inspection and audit of any accounts or records referred to in sub-section ( 1 ). "(3) An approved auditor shall, at least once in each year, report to the Minister the results of the inspection and audit carried out by him under sub-section ( 1 ). 1975 AustralianIndustry Development Corporation No. 4 "(4) For the purposes of an inspection and audit carried out by an approved auditor under sub-section ( 1), the approved auditor or a person authorized by him is entitled at all reasonable times to full and free access to all accounts, records, documents and papers of the Corporation that relate directly or indirectly to the receipt or payment of moneys by the Corporation or to the acquisition, receipt, custody or disposal of assets by the Corporation and are relevant to the inspection and audit. "(5) An approved auditor or a person authorized by him may make copies of, or take extracts from, any such accounts, records, documents or papers. "(6) An approved auditor or a person authorized by him may require any person to furnish him with such information in the possession of the person or to which the person has access as the approved auditor considers necessary for the purposes of the functions of the approved auditor under this Act or the NationalInvestment Fund Act 1974, and the person shall comply with the requirement. "(7) A person who contravenes sub-section (6) is guilty of an offence and is punishable, upon conviction, by a fine not exceeding $200.". 25. Section 37 of the Principal Act is amended- Report and financial (a) by omitting sub-section (2) and substituting the following sub- statements. sections: "( IA) The financial statements referred to in sub-section ( 1) shall not include matters in respect of which the Board is required to prepare and furnish financial statements in accordance with sub-section (10) of section 8A of this Act or subsection (2) of section 21 of the National Investment Fund Act 1974. "(2) A report under sub-section (1)- (b) (a) shall contain a copy of any certificate given by the Auditor-General for the purposes of sub-section (5) of section 24 during the year to which the report relates; and (b) shall incorporate the report made under paragraph (e) of section 32 of the NationalInvestment Fund Act 1974 by the Supervisory Council in relation to the activities of that Council during that year. "; and by inserting in sub-section (3), after the word "report", the words", in respect of matters to which those statements relate,". No. 4 AustralianIndustry Development Corporation 1975 26. After section 37 of the Principal Act the following section is added:Regulations. Formal amendments. "38. The Governor-General may make regulations, not inconsistent with this Act, prescribing all matters required or permitted by this Act to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Act. ". 27. The Principal Act is amended as set out in the Schedule. SCHEDULE Section 27 FORMAL AMENDMENTS The following provisions of the Principal Act are amended by omitting the words "of this Act" and "of this section" (wherever occurring):Sections 4 (2), 19 (2) (a) (ii) and (4), 20 (4) and (6), 21 (2), 22 (3), 24 (5) and (7), 30 (3) and 37 (4), (7) and (8). NOTES 1. Act No. 4, 1975; assented to 7 March 1975. 2. Act No. 15, 1970, as amended by No. 216, 1973 (as amended by No. 20, 1974).
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