Federal Register of Legislation - Australian Government

Primary content

Act No. 105 of 1978 as amended, taking into account amendments up to Act No. 176 of 1981
Registered 18 Nov 2009
Start Date 30 Dec 1981
End Date 06 Jan 1986
Date of repeal 06 Jan 1986
Repealed by Australian Trade Commission (Transitional Provisions and Consequential Amendments) Act 1985

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 [Note: This Act is "repealed" by Act No. 187 of 1985]
(#DATE 30:06:1982)

Compilation Information

- Reprinted as at 30 June 1982
*1* The Australian Overseas Projects Corporation Act 1978 as shown in this reprint comprises Act No. 105, 1978 amended as indicated in the Tables below.
Table of Acts
-----------------------------------------------------------------------------
Application,
saving
Number Date Date of or
transitional
Act and year of Assent commencement provisions
-----------------------------------------------------------------------------
Australian Overseas
Projects
Corporation Act
1978 105, 1978 30 Aug
1978 23 Nov 1978 (see
Gazette 1978, No.
S244, p. 1)
Statute Law
(Miscellaneous
Amendments) Act
1981 176, 1981 2 Dec
1981 Part VII (ss.
18-27): 30 Dec
1981 (a) -
-----------------------------------------------------------------------------
(a) The Australian Overseas Projects Corporation Act 1978 was amended by Part VII (sections 18-27) only of the Statute Law (Miscellaneous Amendments) Act 1981, sub-section 2 (12) of which provides that Part VII shall come into operation on the twenty-eighth day after Royal Assent.
Table of Amendments
ad. = added or inserted am. = amended rep. =
repealed rs. = repealed and substituted
-----------------------------------------------------------------------------
Provision affected How affected
-----------------------------------------------------------------------------
Ss. 3, 4 . . . . . . am. No. 176, 1981
Ss. 6-8 . . . . . . . am. No. 176, 1981
S. 8A . . . . . . . . ad. No. 176, 1981
Ss. 9, 10 . . . . . . am. No. 176, 1981
S. 43 . . . . . . . . rs. No. 176, 1981
-----------------------------------------------------------------------------

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - TABLE OF PROVISIONS

TABLE

TABLE OF PROVISIONS

PART I - PRELIMINARY

Section

1. Short title

2. Commencement

3. Interpretation

4. Objects of Act

PART II - AUSTRALIAN OVERSEAS PROJECTS CORPORATION

5. Establishment of Corporation

6. Functions of Corporation

7. Corporation not to engage in trade

8. Corporation not to compete against Australian private
organizations or consortiums

8A. Corporation not to assist Australian authorities or public
consortiums to compete against Australian private organizations
or consortiums

9. Corporation not to act as prime contractor except with
approval

10. Powers of Corporation

PART III - AUSTRALIAN OVERSEAS PROJECTS CORPORATION BOARD

11. Establishment of Board

12. Functions of Board

13. Membership of Board

14. Questions of policy

15. Delegation by Board

16. Remuneration and allowances

17. Resignation

18. Termination of appointment

19. Acting appointments

20. Meetings of Board

PART IV - MANAGING DIRECTOR AND STAFF

Division 1 - Managing Director

21. Managing Director

22. Duty of Managing Director

23. Appointment and term of office

24. Managing Director not to engage in other work

25. Remuneration and allowances

26. Leave of absence

27. Resignation
An Act to establish an Australian Overseas Projects Corporation

28. Termination of appointment

29. Acting Managing Director

30. Retention of Public Service rights

Division 2 - Staff

31. Employees

32. Rights of public servants employed under this Act

PART V - FINANCE

33. Financial policy of Corporation

34. Capital of Corporation

35. Payments to the Commonwealth

36. Surplus profits of the Corporation

37. Borrowing by the Corporation

38. Guarantee by the Commonwealth

39. Bank accounts

40. Application of moneys

41. Proper accounts to be kept

42. Contracts

43. Assessed net commercial risk

44. Audit

45. Liability to taxation

PART VI - MISCELLANEOUS

46. Reports to Minister

47. Annual report of Corporation

48. Validity of contracts and guarantees

49. Delegation by Minister

50. Regulations

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - LONG TITLE

SECT

An Act to establish an Australian Overseas Projects Corporation

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART I
PART I-PRELIMINARY

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 1
Short title

SECT

1. This Act may be cited as the Australian Overseas Projects Corporation Act 1978.*1*

SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 2
Commencement

SECT

2. This Act shall come into operation on a date to be fixed by Proclamation.*1*

SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 3
Interpretation

SECT

3. (1) In this Act, unless the contrary intention appears-
"acting Chairman" means an acting Chairman of the Board appointed under sub-section 19 (1);
"acting Deputy Chairman" means an acting Deputy Chairman of the Board appointed under sub-section 19 (2);
"acting Director" means an acting Chairman, an acting Deputy Chairman and an acting Director appointed under sub-section 19 (3);
"acting Managing Director" means an acting Managing Director of the Corporation appointed under sub-section 29 (1);
"appointed Director" means the Chairman, the Deputy Chairman or a Director referred to in paragraph 13 (1) (d);
"approved bank" means a trading bank within the meaning of sub-section 5 (1) of the Banking Act 1959 or another bank approved by the Treasurer for the purposes of the provision in which the expression occurs;
"Australian authority" means an authority or body (including a body corporate and a corporation sole)-
(a) established for a purpose of the Commonwealth by, or in accordance with the provisions of, a law of the Commonwealth or of the Australian Capital Territory; or
(b) established for a purpose of a State by, or in accordance with the provisions of, a law of the State,
and includes a Department of the Australian Public Service and a Department of the Public Service of a State, but does not include the Corporation;
"Australian company" means a company incorporated or formed in Australia;
"Australian organization" means-
(a) an Australian private organization;
(b) an Australian private consortium;
(c) an Australian authority; or
(d) an Australian public consortium;
"Australian private consortium" means an association of persons at least one of whom is an Australian private organization, but does not include a Corporation consortium;
"Australian private organization" means-
(a) a natural person or a partnership; or
(b) an Australian company,
carrying on business in Australia;
"Australian public consortium" means an association of persons at least one of whom is an Australian authority, but does not include an Australian private consortium or a Corporation consortium;
"Board" means the Australian Overseas Projects Corporation Board established by section 11;
"Chairman" means the Chairman of the Board;
"Corporation" means the Australian Overseas Projects Corporation established by section 5;
"Corporation consortium" means an association consisting of the Corporation and-
(a) an Australian private organization;
(b) an Australian authority; or
(c) 2 or more persons at least one of whom is an Australian private organization or an Australian authority;
"Deputy Chairman" means the Deputy Chairman of the Board;
"development project" means a project by way of-
(a) the construction of works;
(aa) the provision of services;
(b) the design, supply or installation of equipment or facilities; or
(c) the testing in the field of agricultural practices,
and includes any necessary preliminary studies, investigations or planning;
"Director" means a Director of the Corporation;
"Managing Director" means the Managing Director of the Corporation;
"organization" includes a person, a partnership, a company, an authority and a consortium;
"overseas development project" means a development project that is to be carried out in a country other than Australia;
"State" includes the Northern Territory.


(2) For the purposes of this Act, the profits of the Corporation for a financial year are the amount (if any) remaining after deducting from the revenue received or receivable in respect of that financial year the expenditure and provision for expenditure properly chargeable against that revenue.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 4
Objects of Act

SECT

4. The object of this Act is to assist Australian organizations to compete for contracts for overseas development projects so as to encourage the export of Australian goods and services.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART II
PART II-AUSTRALIAN OVERSEAS PROJECTS CORPORATION

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 5
Establishment of Corporation

SECT

5. (1) There is established by this section a Corporation by the name of the Australian Overseas Projects Corporation.

(2) The Corporation-
(a) is a body corporate;
(b) shall have a seal;
(c) may acquire, hold and dispose of real and personal property; and
(d) may sue or be sued in its corporate name.

(3) The seal of the Corporation shall be kept in such custody as the Board directs and shall not be used except as authorized by the Board.

(4) All courts, judges and persons acting judicially shall take judicial notice of the seal of the Corporation affixed to a document and shall presume that it was duly affixed.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 6
Functions of Corporation

SECT

6. (1) Subject to this Part, the functions of the Corporation are-
(a) to obtain and make available to Australian organizations information with regard to the opportunities that exist, or may exist, from time to time, for Australian involvement in overseas development projects;
(b) to assist Australian organizations to negotiate with, or at the request in writing of the Minister and subject to such conditions (if any) as are specified in the instrument of request to negotiate with, overseas Governments or organizations for the carrying out of overseas development projects by Australian organizations or by a Corporation consortium;
(c) to assist Australian organizations to carry out overseas development projects; and
(d) to agree to carry out the whole, or a part, of an overseas development project with a view to arranging for the necessary work in relation to the project to be carried out, on behalf of the Corporation, by Australian organizations.


(2) In carrying out the functions set out in sub-section (1), the Corporation may-
(a) provide an Australian organization or a Corporation consortium with technical or advisory services, whether supplied by the Corporation or on its behalf; and
(b) at the request of an Australian organization, join with that organization, or with that organization and other organizations (whether Australian organizations or not) in the formation of a Corporation consortium for the purpose of carrying out the whole, or a part, of an overseas development project.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 7
Corporation not to engage in trade

SECT

7. (1) Subject to sub-section (2), the Corporation shall not engage, whether as principal or agent, in the buying or selling of goods.

(2) The Corporation may-
(a) buy goods for use by the Corporation within Australia and subsequently sell such goods; and
(b) buy or sell goods to the extent that that buying or selling is incidental to the provision by the Corporation of a technical or advisory service to an Australian organization or a Corporation consortium.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 8
Corporation not to compete against Australian private organizations or
consortiums

SECT

8. (1) Where the Corporation is aware that an Australian private organization or an Australian private consortium is able and willing to carry out an overseas development project or a part of an overseas development project, the Corporation shall not, unless the Minister otherwise approves, take any action that would result in that project or that part of the project being carried out, in whole or in part, by the Corporation, whether acting as a principal or as an agent, or by a Corporation consortium.

(2) Where an Australian private organization or an Australian private consortium becomes aware that the Corporation-
(a) is negotiating with another person or other persons with a view to the formation of a Corporation consortium to carry out the whole, or a part, of an overseas development project; or
(b) is negotiating with an overseas Government or organization with a view to agreeing to carry out the whole or a part of an overseas development project in accordance with paragraph 6 (1) (d),
the Australian private organization or Australian private consortium may lodge with the Minister an objection to that action of the Corporation.

(3) Where an Australian private organization or an Australian private consortium-
(a) lodges an objection with the Minister under sub-section (2) relating to negotiations being carried on by the Corporation; and
(b) satisfies the Minister that it is able and willing to carry out the project, or the part of the project, to which those negotiations relate,
the Minister may direct the Corporation to cease those negotiations.

(4) In considering whether to give a direction under sub-section (3), the Minister shall take into consideration-
(a) the possible effect of the withdrawal of the Corporation from the negotiations to which the objection relates;
(b) the reasons why the objection was made; and
(c) any other relevant matter.

(5) The Corporation shall comply with a direction of the Minister under sub-section (3).

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 8A
Corporation not to assist Australian authorities or public consortiums to
compete against Australian private organizations or consortiums

SECT

8A. (1) Where the Corporation is aware that an Australian private organization or an Australian private consortium is able and willing to carry out an overseas development project or a part of an overseas development project, the Corporation shall not take any action that would result in that project or that part of the project being carried out, in whole or in part, by an Australian authority or by an Australian public consortium.

(2) Where the Corporation is aware that it would be possible to form a Corporation consortium, being a consortium in which an Australian private organization or Australian private organizations would be included, that would be able and willing to carry out an overseas development project or a part of an overseas development project, the Corporation shall not take any action that would result in that project or that part of the project being carried out, in whole or in part, by an Australian authority or by an Australian public consortium.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 9
Corporation not to act as prime contractor except with approval

SECT

9. (1) The Corporation shall not agree to carry out the whole, or a part, of an overseas development project in accordance with paragraph 6 (1) (d) unless-
(a) an Australian organization that is able and willing to carry out, on behalf of the Corporation, some or all of the work to be carried out in relation to the project requests it to do so; and
(b) the Minister approves its doing so.


(2) The Minister shall not give an approval for the purposes of sub-section (1) with respect to an overseas development project unless he is satisfied that there is no Australian private organization or Australian private consortium able and willing to carry out the project, or the part of the project, concerned.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 10
Powers of Corporation

SECT

10. Subject to this Act, the Corporation has power to do all things necessary or convenient to be done for or in connexion with the performance of its functions and, in particular, may-
(a) arrange with the Commonwealth, a State or any other person for the provision of services to, or the performance of any other work for, the Corporation;
(b) arrange with a person for the person, acting on behalf of the Corporation, to provide services to, or to perform any other work for, an Australian organization or a Corporation consortium; and
(c) charge such fees as are fair and proper with respect to the provision of services, or the performance of any other work, by, or on behalf of, the Corporation.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART III
PART III-AUSTRALIAN OVERSEAS PROJECTS CORPORATION BOARD

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 11
Establishment of Board

SECT

11. There is established by this section an Australian Overseas Projects Corporation Board, which shall be constituted as provided by section 13.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 12
Functions of Board

SECT

12. (1) The business and other affairs of the Corporation shall be conducted and controlled by the Board and, subject to section 14, the policy of the Corporation with respect to any matter shall be determined by the Board.

(2) All acts and things done in the name of, or on behalf of, the Corporation by the Board, or with the authority of the Board, shall be deemed to have been done by the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 13
Membership of Board

SECT

13. (1) The Board shall consist of-
(a) a Chairman;
(b) a Deputy Chairman;
(c) the Managing Director; and
(d) 5 other Directors.

(2) The Chairman, the Deputy Chairman and the Directors referred to in paragraph (1) (d) shall be appointed by the Governor-General and shall be so appointed as part-time Directors.

(3) At least 4 appointed Directors (of whom at least one is the Chairman or the Deputy Chairman) shall be persons who are engaged in private industry at the time of their appointment and appear to the Governor-General to be persons who have experience in matters related to development projects.

(4) At least one appointed Director shall be a person who is engaged in private industry at the time of his appointment and appears to the Governor-General to be a person who has experience in matters related to rural industry.

(5) An appointed Director shall hold office for such period, not exceeding 3 years, as the Governor-General specifies in his instrument of appointment.

(6) An appointed Director is eligible for re-appointment.

(7) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason of there being a vacancy or vacancies in the membership of the Board.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 14
Questions of policy

SECT

14. (1) The Board shall keep the Minister informed of the decisions of the Board with respect to matters of policy in relation to the performance of the functions of the Corporation.

(2) Before adopting a policy (including an altered policy) with respect to any matter relating to the performance of its functions, the Board shall submit the policy for the approval of the Minister, and the Board shall not adopt the policy without the approval of the Minister, or, except during such time as the Minister permits, continue to pursue the policy where the Minister, having approved the policy, subsequently withdraws his approval.

(3) If the Board fails to obtain the Minister's approval to a particular policy or the Minister withdraws his approval of a particular policy, the Board shall endeavour to reach agreement with the Minister as to the policy to be adopted by the Board with respect to the matter of policy concerned and, in the event of agreement not being reached within a time that the Minister considers reasonable, the Minister may, by writing signed by him, determine a policy to be adopted by the Board with respect to that matter, and the Board shall adopt that policy.

(4) Nothing in this section shall be construed-
(a) as requiring the approval of the Minister to the Corporation's entering into a particular contract or giving a particular guarantee; or
(b) as empowering the Minister to determine that the Corporation shall or shall not enter into a particular contract or give a particular guarantee,
but the Corporation shall not enter into a particular contract, or give a particular guarantee, contrary to a policy approved or determined by the Minister under this section.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 15
Delegation by Board

SECT

15. (1) The Board may, by resolution, either generally or as otherwise provided by the resolution, delegate to a person any of its powers under this Act, other than this power of delegation.

(2) A power so delegated, when exercised by the delegate, shall, for the purposes of this Act, be deemed to have been exercised by the Board.

(3) A delegation of a power under this section-
(a) may be revoked by resolution of the Board (whether or not constituted by the persons constituting the Board at the time the power was delegated);
(b) does not prevent the exercise of the power by the Board; and
(c) continues in force notwithstanding a change in the membership of the Board.


(4) Section 34A of the Acts Interpretation Act 1901 applies in relation to a delegation under this section as if the Board were a person.

(5) A certificate signed by the Chairman stating any matter with respect to a delegation of a power under this section is prima facie evidence of that matter.

(6) A document purporting to be a certificate mentioned in sub-section (5) shall, unless the contrary is established, be deemed to be such a certificate and to have been duly given.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 16
Remuneration and allowances

SECT

16. (1) An appointed Director shall be paid such remuneration as is determined by the Remuneration Tribunal, but, if no determination of that remuneration is in operation, he shall be paid such remuneration as is prescribed.

(2) An appointed Director shall be paid such allowances as are prescribed.

(3) This section has effect subject to the Remuneration Tribunals Act 1973.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 17
Resignation

SECT

17. An appointed Director, or an acting Director, may resign his office by writing under his hand delivered to the Minister.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 18
Termination of appointment

SECT

18. (1) The Governor-General may terminate the appointment of an appointed Director for misbehaviour or physical or mental incapacity.

(2) If an appointed Director-
(a) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes an assignment of his remuneration for their benefit;
(b) is absent, except with the permission of the Minister, from 3 consecutive meetings of the Board; or
(c) fails to comply with his obligations under sub-section (3),
the Governor-General shall, by notice published in the Gazette, declare that the office of that Director is vacant, and thereupon the office shall be deemed to be vacant.

(3) An appointed Director, or an acting Director, who has a direct or indirect pecuniary interest in a matter considered or about to be considered by the Corporation, otherwise than as a member of, and in common with the other members of, an incorporated company which consists of more than 25 persons and of which he is not a director, 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 Board.

(4) A disclosure under sub-section (3) shall be recorded in the minutes of the Board and the Director or acting Director, as the case may be, shall not be present during any deliberation of the Board with respect to that matter.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 19
Acting appointments

SECT

19. (1) Where there is a vacancy in the office of Chairman, or the Chairman is, or is expected to be, unable (whether on account of illness or otherwise) to attend meetings of the Board, the Minister may appoint the Deputy Chairman or, subject to sub-section (4), another person to be acting Chairman of the Board until the filling of the vacancy or during the inability, as the case may be.

(2) Where there is a vacancy in the office of Deputy Chairman, or the Deputy Chairman is, or is expected to be, unable (whether on account of illness or otherwise) to attend meetings of the Board, the Minister may, subject to sub-section (4), appoint a person to be acting Deputy Chairman until the filling of the vacancy or during the inability, as the case may be.

(3) Where there is a vacancy in the office of an appointed Director (other than the Chairman or Deputy Chairman), or an appointed Director (other than the Chairman or Deputy Chairman) is unable (whether on account of illness or otherwise) to attend meetings of the Board, the Minister may, subject to sub-section (4), appoint a person to be an acting Director in relation to the vacancy or in the place of the appointed Director until the filling of the vacancy or during the inability, as the case may be.

(4) A person may be appointed under this section as acting Chairman or as acting Deputy Chairman whether or not he is a member of the Board, but the Managing Director or a person acting as Managing Director shall not be so appointed.

(5) For the purposes of this section-
(a) there shall be deemed to be a vacancy in the office of Deputy Chairman at any time when the Deputy Chairman is acting Chairman; and
(b) there shall be deemed to be a vacancy in the office of an appointed
Director (other than the Chairman or Deputy Chairman) at any time when the person occupying that office is acting Chairman or acting Deputy Chairman.


(6) An Acting Chairman, an acting Deputy Chairman or other acting Director appointed by reason of the office of Chairman, Deputy Chairman or other appointed Director, as the case may be, being vacant shall not continue in office after the expiration of 12 months after the occurrence of the vacancy.

(7) The Minister may-
(a) determine the terms and conditions of appointment of a person appointed under this section; and
(b) at any time terminate such an appointment.


(8) The validity of a decision of the Board shall not be questioned in any proceedings on a ground arising from the fact that the occasion for the appointment of a person purporting to be appointed under this section had not arisen or an appointment under this section had ceased to have effect.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 20
Meetings of Board

SECT

20. (1) The Board shall hold such meetings as are necessary for the performance of its functions.

(2) The Chairman or, if the Chairman is unable (whether on account of illness or otherwise) to perform the functions of his office, the Deputy Chairman, may at any time convene a meeting of the Board.

(3) The Chairman or, if the Chairman is unavailable (whether on account of illness or otherwise) to perform the functions of his office, the Deputy Chairman, shall convene a meeting of the Board upon the receipt of a request in writing from not less than 3 Directors.

(4) The Chairman shall preside at all meetings of the Board at which he is present.

(5) If the Chairman is not present at a meeting of the Board, the Deputy Chairman shall, if present at the meeting, preside at the meeting.

(6) If neither the Chairman nor the Deputy Chairman is present at a meeting of the Board, the Directors present shall elect one of their number to preside at the meeting.

(7) At a meeting of the Board, 5 Directors constitute a quorum.

(8) Questions arising at a meeting of the Board shall be determined by a majority of the votes of the Directors present and voting.

(9) A Director presiding at a meeting of the Board has a deliberative vote and, in the event of an equality of votes, also has a casting vote.

(10) In this section-
(a) a reference to the Chairman shall, if there is an acting Chairman, be read as a reference to the acting Chairman;
(b) a reference to the Deputy Chairman shall, if there is an acting Deputy Chairman, be read as a reference to the acting Deputy Chairman; and
(c) a reference to a Director shall be read as including a reference to an acting Director and to an acting Managing Director.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART IV
PART IV-MANAGING DIRECTOR AND STAFF

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - DIVISION 1
Division 1-Managing Director

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 21
Managing Director

SECT

21. There shall be a Managing Director of the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 22
Duty of Managing Director

SECT

22. The Managing Director shall, under the Board, manage the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 23
Appointment and term of office

SECT

23. (1) The Managing Director shall be appointed by the Governor-General.

(2) A person shall not be appointed as the Managing Director unless he appears to the Governor-General to be a person who has experience in matters related to development projects.

(3) A person appointed as Managing Director shall hold office for such period, not exceeding 5 years, as the Governor-General specifies in his instrument of appointment.

(4) A person appointed as Managing Director is eligible for re-appointment.

(5) A person who has attained the age of 65 years shall not be appointed or re-appointed as Managing Director and a person shall not be appointed or re-appointed as Managing Director for a period that extends beyond the date on which he will attain the age of 65 years.

(6) The Managing Director holds office on such terms and conditions (if any) in respect of matters not provided for by this Act as are determined by the Governor-General.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 24
Managing Director not to engage in other work

SECT

24. The Managing Director shall not engage in paid employment outside the duties of his office except with the approval of the Minister.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 25
Remuneration and allowances

SECT

25. (1) The Managing Director shall be paid 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 such remuneration as is prescribed.

(2) The Managing Director shall be paid such allowances as are prescribed.

(3) This section has effect subject to the Remuneration Tribunals Act 1973.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 26
Leave of absence

SECT

26. The Minister may grant leave of absence to the Managing Director on such terms and conditions as to remuneration or otherwise as the Minister determines.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 27
Resignation

SECT

27. The Managing Director, or a person who is acting as Managing Director, may resign his office by writing under his hand delivered to the Minister.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 28
Termination of appointment

SECT

28. (1) The Governor-General may terminate the appointment of the Managing Director for misbehaviour or physical or mental incapacity.

(2) If the Managing Director-
(a) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes an assignment of his remuneration for their benefit;
(b) except with the approval of the Minister, engages in paid employment outside the duties of his office;
(c) is absent from duty, except on leave of absence granted by the Minister, for 14 consecutive days or for 28 days in any 12 months; or
(d) in any way, otherwise than as a member of, and in common with the other members of, an incorporated company which consists of more than 25 persons and of which he is not a director, becomes interested in a contract entered into by or on behalf of the Corporation,
the Governor-General shall, by notice published in the Gazette, declare that the office of the Managing Director is vacant, and thereupon the office shall be deemed to be vacant.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 29
Acting Managing Director

SECT

29. (1) Where there is a vacancy in the office of Managing Director, whether or not an appointment has previously been made to the office, or the Managing Director is, or is expected to be, absent from duty or from Australia, the Minister may appoint another person (not being an appointed Director or an acting Director), to be acting Managing Director until the filling of the vacancy or during the absence, and, when a person is so acting as Managing Director, he shall have and may exercise the powers and perform the functions of the Managing Director (including powers and functions delegated to the Managing Director under section 15) and may attend and vote at meetings of the Board as if he were the Managing Director.

(2) An acting Managing Director appointed by reason of the office of the Managing Director being vacant shall not continue in office after the expiration of 12 months after the occurrence of the vacancy.

(3) The Minister may-
(a) determine the terms and conditions of appointment of a person appointed under this section; and
(b) at any time terminate such an appointment.


(4) The validity of an act or thing done by a person appointed, or purporting to have been appointed, under this section, including the attendance and voting of such a person at a meeting of the Board, shall not be questioned in any proceedings on a ground arising from the fact that the occasion for the appointment had not arisen or that the appointment had ceased to have effect.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 30
Retention of Public Service rights

SECT

30. Where the Managing Director was, immediately before his appointment or engagement, an officer of the Australian Public Service or a person to whom the
Officers' Rights Declaration Act 1928*2* applied-
(a) he retains his existing and accruing rights;
(b) for the purpose of determining those rights, his service under this Act shall be taken into account as if it were service in the Australian Public Service; and
(c) the Officers' Rights Declaration Act 1928*2* applies as if this Act and this section had been specified in the Schedule to that Act.


*2* Ss. 30 and 32-The Officers' Rights Declaration Act 1928 was repealed by the Public Service Amendment Act 1978 (No. 170, 1978).

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - DIVISION 2
Division 2-Staff

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 31
Employees

SECT

31. (1) The Corporation may engage such employees as the Board thinks necessary for the purposes of this Act.

(2) The terms and conditions of employment (in respect of matters not provided for by this Act) of persons engaged under this section are such as are, subject to the approval of the Public Service Board, determined by the Board.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 32
Rights of public servants employed under this Act

SECT

32. Where an employee of the Corporation was, immediately before his engagement by the Corporation under section 31, an officer of the Australian Public Service or a person to whom the Officers' Rights Declaration Act 1928*2* applied-
(a) he retains his existing and accruing rights;
(b) for the purpose of determining those rights, his service under this Act shall be taken into account as if it were service in the Australian Public Service; and
(c) that Act applies as if this Act and this section had been specified in the Schedule to that Act.


*2* Ss. 30 and 32-The Officers' Rights Declaration Act 1928 was repealed by the Public Service Amendment Act 1978 (No. 170, 1978).

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART V
PART V-FINANCE

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 33
Financial policy of Corporation

SECT

33. In the performance of its functions and in the conduct of its business, the Corporation shall act in accordance with sound commercial principles and shall pursue a policy directed towards securing, in each financial year, revenues sufficient-
(a) to meet the expenditure, and provision for expenditure, of the Corporation properly chargeable to revenue of that year, including provision in respect of income tax payable by the Corporation in relation to that financial year; and
(b) to permit the payment to the Commonwealth of a reasonable return on the capital of the Corporation.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 34
Capital of Corporation

SECT

34. (1) The Minister for Finance shall, in accordance with this section, pay $2,000,000 to the Corporation out of the Consolidated Revenue Fund, which is appropriated accordingly.

(2) The Minister for Finance shall pay the amount specified in sub-section (1) to the Corporation in annual instalments of $1,000,000 and shall pay the first such instalment as soon as practicable after the commencement of this Act.


(3) The capital of the Corporation at any time is the sum of-
(a) each instalment that has been paid to the Corporation under sub-section (2);
(b) any amounts paid to the Corporation by the Minister for Finance out of moneys appropriated by the Parliament for the purpose of providing further capital for the Corporation; and
(c) any amounts transferred from the General Reserve of the Corporation to the capital account of the Corporation in pursuance of directions given under sub-section (4),
less the sum of any amounts of capital repaid to the Commonwealth by the Corporation.

(4) The Minister may, from time to time, direct the Board to transfer a specified amount from the General Reserve of the Corporation to the capital account of the Corporation, and the Board shall comply with such a direction.

(5) In giving a direction under sub-section (4), the Minister shall have regard to any advice that the Board has furnished to him in relation to the financial affairs of the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 35
Payments to the Commonwealth

SECT

35. (1) Interest is not payable to the Commonwealth on the capital of the Corporation but the Corporation shall pay to the Commonwealth, out of the profits of the Corporation for a financial year, such amount as the Minister determines.

(2) The capital of the Corporation is repayable to the Commonwealth at such times and in such amounts as the Minister determines.

(3) In making a determination under sub-section (1) or (2), the Minister shall have regard to any advice that the Board has furnished to him in relation to the financial affairs of the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 36
Surplus profits of the Corporation

SECT

36. (1) The profits of the Corporation for a financial year (other than any amount paid to the Commonwealth in accordance with a determination under sub-section 35 (1)) shall be applied in such manner as the Minister determines.

(2) In making a determination under sub-section (1), the Minister shall have regard to any advice that the Board has furnished to him in relation to the financial affairs of the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 37
Borrowing by the Corporation

SECT

37. (1) The Corporation may, with the approval of the Treasurer, borrow moneys that are from time to time necessary for the exercise of its powers or the performance of its duties or functions under this Act.

(2) The Minister for Finance may, on behalf of the Commonwealth, out of moneys appropriated by the Parliament for the purpose, lend to the Corporation, at such rate of interest and on such other terms and conditions as he determines, moneys that the Corporation is authorized to borrow under sub-section (1).

(3) The Corporation may give security over the whole or any part of its assets for the repayment of amounts borrowed under this section and the payment of interest on amounts so borrowed.

(4) The Treasurer may, on behalf of the Commonwealth, guarantee the repayment by the Corporation of amounts borrowed under this section otherwise than from the Commonwealth and the payment of interest on amounts so borrowed.

(5) The Corporation shall not borrow moneys except in accordance with this section.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 38
Guarantee by the Commonwealth

SECT

38. The Commonwealth is responsible for the payment of all moneys due by the Corporation other than moneys due in respect of moneys borrowed under section 37, but nothing in this section authorizes a creditor or other person claiming against the Corporation to sue the Commonwealth in respect of his claim.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 39
Bank accounts

SECT

39. (1) The Corporation may open and maintain an account or accounts with an approved bank or approved banks and shall maintain at all times at least one such account.

(2) The Corporation shall pay all moneys of the Corporation, including moneys borrowed by the Corporation, into an account referred to in this section.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 40
Application of moneys

SECT

40. (1) Subject to sub-section (2), the moneys of the Corporation shall be applied only-
(a) in payment or discharge of the costs, expenses and other obligations of the Corporation;
(b) in payment of remuneration and allowances payable to any person appointed or employed under this Act; and
(c) in making payments to the Commonwealth as provided by this Act.


(2) Moneys of the Corporation not immediately required for the purposes of the Corporation may be invested-
(a) on deposit with an approved bank;
(b) in securities of the Commonwealth; or
(c) in any other manner approved by the Treasurer.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 41
Proper accounts to be kept

SECT

41. The Board shall cause to be kept proper accounts and records of the transactions and affairs of the Corporation in accordance with the accounting principles generally applied in commercial practice and shall do all things necessary to ensure that all payments out of its moneys are correctly made and properly authorized and that adequate control is maintained over the assets of, or in the custody of, the Corporation and over the incurring of liabilities by the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 42
Contracts

SECT

42. (1) The Corporation shall not, except with the approval of the Minister, enter into a contract involving the payment or receipt by the Corporation of an amount exceeding $100,000 or, if a higher amount is prescribed, that higher amount.

(2) Sub-section (1) does not apply to contracts relating to overseas development projects entered into in the course of carrying out the functions of the Corporation.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 43
Assessed net commercial risk

SECT

43. (1) In this section, "assessed net commercial risk", in relation to the Corporation, means the maximum financial liability, as assessed by the Board, that the Corporation might be required to discharge in respect of contracts that have been, or are to be, entered into by the Corporation in connection with the performance of its functions.

(2) The Corporation shall carry on its business so that its assessed net commercial risk does not, at any time, exceed $250,000,000 or, if a higher amount is prescribed, that higher amount.

(3) The Board shall make an assessment under sub-section (1) of the assessed net commercial risk of the Corporation whenever it considers it necessary to do so for the purpose of ensuring compliance by the Corporation with sub-section (2) and, in any event, whenever it is considering a proposal, being a proposal likely to be approved by the Board, to-
(a) carry out the whole, or a part, of an overseas development project, whether as principal or agent;
(b) join with another person or other persons in the formation of an association for the purpose of carrying out the whole, or a part, of an overseas development project; or
(c) assist, or further assist, an Australian organization to carry out an overseas development project.


(4) In making any assessment under this section of the maximum financial liability of the Corporation in respect of existing and proposed contracts, the Board shall-
(a) act in accordance with generally accepted commercial practice; and
(b) assess the likelihood of the Corporation being required to discharge liabilities under all such contracts and, if it considers that the Corporation is not likely to be required to discharge liabilities under all such contracts, make appropriate allowance accordingly.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 44
Audit

SECT

44. (1) The Auditor-General shall inspect and audit the accounts and records of financial transactions of the Corporation and records relating to assets of, or in the custody of, the Corporation 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-General, of sufficient importance to justify his so doing.

(2) The Auditor-General may, in 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) The Auditor-General shall, at least once in each year, report to the Minister the results of the inspection and audit carried out under sub-section (1).

(4) The Auditor-General 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 relating 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.

(5) The Auditor-General or a person authorized by him may make copies of, or take extracts from, any such accounts, records, documents or papers.

(6) The Auditor-General 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 Auditor-General or authorized person considers necessary for the purposes of the functions of the Auditor-General under this Act, and the person shall comply with the requirements.

(7) A person who contravenes sub-section (6) is guilty of an offence punishable, upon conviction, by a fine not exceeding $200.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 45
Liability to taxation

SECT

45.*3* (1) The Corporation is subject to taxation under the laws of the Commonwealth.

(2) Subject to sub-section (3), the Corporation is not subject to taxation under a law of a State or of a Territory.

(3) The regulations may provide that sub-section (2) does not apply in relation to taxation under a specified law of a State or Territory.

(4) The Corporation is not a public authority for the purposes of paragraph 23 (d) of the Income Tax Assessment Act 1936.

*3* S. 45-Regulation 5 of the Australian Overseas Projects Corporation Regulations (Statutory Rules 1980 No. 232) provides as follows:
"5. Sub-section 45 (2) does not apply in relation to taxation under each of the following laws:
(a) the Pay-roll Tax Act, 1971 of the State of New South Wales as amended and in force from time to time;
(b) the Pay-roll Tax Act 1971 of the State of Victoria as amended and in force from time to time;
(c) the Pay-roll Tax Act 1971 of the State of Queensland as amended and in force from time to time;
(d) the Pay-roll Tax Act, 1971 of the State of South Australia as amended and in force from time to time;
(e) the Pay-roll Tax Act, 1971 of the State of Western Australia as amended and in force from time to time;
(f) the Pay-roll Tax Act 1971 of the State of Tasmania as amended and in force from time to time;
(g) the Pay-roll Tax Ordinance 1978 of the Northern Territory or that Ordinance as amended and in force from time to time."

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - PART VI
PART VI-MISCELLANEOUS

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 46
Reports to Minister

SECT

46. The Board shall-
(a) from time to time inform the Minister concerning the general conduct of the operations of the Corporation; and
(b) furnish to the Minister such information relating to those operations, and such information relating to operations to be carried out in the future, as the Minister requires.


AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 47
Annual report of Corporation

SECT

47. (1) The Board shall, as soon as practicable after each 30 June, prepare and furnish to the Minister, for presentation to the Parliament, a report of the operations of the Corporation during the year ended on that date, together with financial statements in respect of that year in such form as the Minister for Finance approves.

(2) The report shall set out-
(a) all directions given by the Minister to the Corporation under sub-section 8 (3) or 34 (4); and
(b) all determinations made by the Minister under sub-section 14 (3), 35 (1), 35 (2) or 36 (1),
during the year to which the report relates.

(3) Before furnishing financial statements to the Minister, the Board shall submit them to the Auditor-General, who shall report to the Minister-
(a) whether the statements are based on proper accounts and records;
(b) whether the statements are in agreement with the accounts and records and show fairly the financial transactions and the state of affairs of the Corporation;
(c) whether the receipt, expenditure, and investment of moneys, and the acquisition and disposal of assets, by the Corporation during the year have been in accordance with this Act; and
(d) as to such other matters arising out of the statements as the Auditor-General considers should be reported to the Minister.


(4) The Minister shall cause a copy of the report and financial statements of the Corporation, together with a copy of the report of the Auditor-General, to be laid before each House of the Parliament within 15 sitting days of that House after their receipt by the Minister.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 48
Validity of contracts and guarantees

SECT

48. Without prejudice to the duty of the Corporation to comply with the provisions of this Act and to observe the limits of its powers under this Act, a contract entered into, or a guarantee given, by the Corporation is not invalidated by reason of a provision of this Act not having been complied with by the Corporation in relation to the contract or guarantee or by reason of the contract or guarantee not being within those limits.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 49
Delegation by Minister

SECT

49. (1) The Minister may, either generally or as otherwise provided by the instrument of delegation, by writing signed by him, delegate to a person any of his powers under this Act, other than this power of delegation.

(2) A power so delegated, when exercised by the delegate, shall, for the purposes of this Act, be deemed to have been exercised by the Minister.

(3) A delegation under this section does not prevent the exercise of a power by the Minister.

AUSTRALIAN OVERSEAS PROJECTS CORPORATION ACT 1978 - SECT 50
Regulations

SECT

50. The Governor-General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act.