Federal Register of Legislation - Australian Government

Primary content

Act No. 173 of 1979 as amended, taking into account amendments up to Act No. 141 of 1987
Registered 03 Dec 2009
Start Date 01 Apr 1987
End Date 31 Jul 1992
Date of repeal 31 Jul 1992
Repealed by Corporations Legislation Amendment Act 1991

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979 [Note: This Act is "repealed" by Act No. 110 of 1991]
(#DATE 29:02:1988)

- Reprinted as at 29 February 1988 *1*The National Companies and Securities Commission Act 1979 as shown in this reprint comprises Act No. 173, 1979 amended as indicated in the Tables below.
Table of Acts
--------------------------------------------------------------------------------
Application, saving or
Number Date Date of transitional Act and year of Assent commencement provisions
--------------------------------------------------------------------------------
National Companies and 173, 1979 4 Dec 1979 1 Feb 1980 (see
Securities Commission Gazette 1980,
Act 1979 No. S7, p.1) National Companies and 1, 1981 5 Mar 1981 5 Mar 1981 -
Securities Commission
Amendment Act 1981
Companies and Securities 153, 1981 26 Oct 1981 Part II(ss.3 and -
Legislation 4): 1 July 1982
(Miscellaneous (see Gazette 1981,
Amendments) Act 1981 No. S124, p.2)(a) Companies and Securities 108, 1983 8 Dec 1983 Part I (ss.1 and -
Legislation 2): Royal Assent
(Miscellaneous Remainder: 1 Jan
Amendments) Act 1983 1984 (see Gazette
1983, No. S324,
p.1)
Public Service Reform 63, 1984 25 June 1984 S. 151 (1): S.151 (9)
Act 1984 1 July 1984 (see
Gazette 1984, No.
S245, p.1) (b)
Companies and Securities 192, 1985 16 Dec 1985 Ss. 154-161 and -
Legislation 163: 31 Mar 1986
(Miscellaneous (see Gazette
Amendments) Act 1985 1986, No. S120,
p.1) (c) S.162:
(see (c) and
Note 2)
Companies and Securities 74, 1986 24 June 1986 1 July 1986 (see -
Legislation Amendment s.2 and Gazette
(Futures Industry) Act 1986, No. S306,
1986 p.1)
Australian Stock 6, 1987 13 Mar 1987 Part I (ss. 1 and -
Exchange and National 2): Royal Assent
Guarantee Fund Remainder: 1 Apr
Act 1987 1987 (see Gazette
1987, No. S57,
p.1)
Statute Law 141, 1987 18 Dec 1987 S. 3: (d) S. 5 (1)
(Miscellaneous
Provisions) Act 1987
--------------------------------------------------------------------------------
(a) The National Companies and Securities Commission Act 1979 was amended by Part II (sections 3 and 4) only of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1981, subsection 2 (2) of which provides as follows:
"(2) Parts II, III, IV and VI shall come into operation on such date as is, or on such respective dates as are, fixed by Proclamation."
(b) The National Companies and Securities Commission Act 1979 was amended by subsection 151 (1) only of the Public Service Reform Act 1984, subsection 2 (4) of which provides as follows:
"(4) The remaining provisions of this Act shall come into operation on such day as is, or on such respective days as are, fixed by Proclamation."
(c) The National Companies and Securities Commission Act 1979 was amended by sections 154-163 only of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985, subsection 2 (1) of which provides as follows:
"(1) Subject to this section, the provisions of this Act shall come into operation on such day as is, or on such respective days as are, fixed by Proclamation." (See Note 2.)
(d) The National Companies and Securities Commission Act 1979 was amended by section 3 only of the Statute Law (Miscellaneous Provisions) Act 1987, subsection 2 (24) of which provides as follows:
"(24) The amendments of the National Companies and Securities Commission Act 1979 made by this Act shall be deemed to have come into operation on 1 February 1980."
Table of Amendments
ad. = added or inserted am. = amended rep. = repealed rs. = repealed and substituted
--------------------------------------------------------------------------------
Provision affected How affected
--------------------------------------------------------------------------------
S. 3 . . . . . . . am. No. 1, 1981; No. 108, 1983; No. 192, 1985; No. 74, 1986; No. 6, 1987
S. 6 . . . . . . . am. No. 74, 1986
S. 11 . . . . . . . am. No. 192, 1985
S. 14 . . . . . . . am No. 141, 1987
S. 17 . . . . . . . am. No. 192, 1985
S. 19 . . . . . . . am. No. 74, 1986
S. 20 . . . . . . . am. No. 192, 1985
S. 21 . . . . . . . am. No. 1, 1981; No. 192, 1985
S. 24 . . . . . . . am. No. 63, 1984
S. 25 . . . . . . . am. No. 192, 1985
S. 29 . . . . . . . am. No. 1, 1981; No. 108, 1983; No. 141, 1987
S. 34 . . . . . . . am. No. 1, 1981
S. 37 . . . . . . . am. No. 108, 1983
S. 38 . . . . . . . am. No. 192, 1985
S. 39 . . . . . . . am. No. 1, 1981
S. 43A . . . . . . ad. No. 108, 1983
S. 44A . . . . . . ad. No. 1, 1981
S. 45 . . . . . . . am. No. 153, 1981
S. 48 . . . . . . . am. No. 74, 1986
S. 49 . . . . . . . am. No. 74, 1986
S. 50 . . . . . . . rep. No. 192, 1985
--------------------------------------------------------------------------------

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
-TABLE OF PROVISIONS

TABLE

TABLE OF PROVISIONS

PART I - PRELIMINARY

Section

1. Short title

2. Commencement

3. Interpretation

4. Extension to external Territories

PART II - ESTABLISHMENT, FUNCTIONS AND POWERS OF
COMMISSION

5. Establishment of Commission

6. Functions and powers of Commission

7. Commission to comply with directions of Ministerial Council, Minister or
State Minister

8. Furnishing of reports and information by Commission

9. Commission to comply with Agreement

PART III - CONSTITUTION AND MEETINGS OF COMMISSION

10. Incorporation

11. Membership of Commission

12. Term of appointment

13. Chairman and Deputy Chairman of Commission

14. Remuneration and allowances

15. Leave of absence

16. Resignation of member

17. Acting appointments

18. Termination of appointment

19. Register of financial interests

20. Meetings of Commission

21. Divisions of Commission

PART IV - STAFF OF COMMISSION

22. Employees

23. Terms and conditions of employment

24. Arrangements relating to staff

25. Engagement of consultants

PART V - FINANCE

26. Payments to Commission by Commonwealth

27. Payments to Commission by States or Territories

28. Moneys of Commission

29. Application of moneys

30. Bank Accounts

31. Estimates

32. Accounts and records

33. Limitation on contracts and leases

34. Audit

35. Liability to taxation

PART VI - HEARINGS BEFORE COMMISSION

36. Hearings before Commission

37. Power to summon witnesses and take evidence

38. Proceedings at hearings

39. Failure of witnesses to attend and answer questions

40. Contempt of Commission

41. Protection of members etc.

42. Hearings deemed to be judicial proceedings

PART VII - MISCELLANEOUS

43. Trust moneys

43A.Accounting Standards Review Board

44. Companies and Securities Law Review Committee

44A.Provision of staff and facilities to Ministerial Council

45. Delegation by Commission

46. Directions by Commission

47. Secrecy

48. Restrictions on dealings in securities and futures contracts

49. Notification of interests

51. Provisions relating to Ministerial Council

52. Annual report and financial statements

53. Regulations

SCHEDULE

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- LONG TITLE

SECT

An Act to establish a National Companies and Securities Commission, and
for purposes connected therewith

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART I
PART I - PRELIMINARY

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 1
Short title

SECT

1. This Act may be cited as the National Companies and Securities Commission Act 1979.*1* SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- 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.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 3
Interpretation

SECT

3. (1) In this Act, unless the contrary intention appears -
"Accounting Standards Review Board" means the body, known as the Accounting Standards Review Board, established by the Ministerial Council;
"acting member" means an acting member appointed under sub-section 17 (3);
"Agreement" means the agreement made on 22 December 1978 between the Commonwealth and the States a copy of which is set out in the Schedule or, if that agreement is or has been amended or affected by another agreement, that agreement as so amended or affected;
"approved bank" means the Reserve Bank of Australia or another bank for the time being approved by the Ministerial Council or by a person authorized by the Ministerial Council to give approvals for the purposes of this definition;
"Australia" includes any external Territory to which this Act extends;
"Chairman" means the Chairman of the Commission appointed under sub-section 13 (1);
"Commission" means the National Companies and Securities Commission established by this Act;
"Companies and Securities Law Review Committee" means the Committee referred to in sub-clause 21 (2) of the Agreement;
"deal", in relation to securities, means (whether as principal or agent) acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or to offer to make, an agreement -
(a) for or with respect to acquiring, disposing of, subscribing for or underwriting the securities; or
(b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;
"Deputy Chairman" means the Deputy Chairman of the Commission appointed under sub-section 13 (2);
"full-time member" means a member appointed as a full-time member;
"functions" includes duties;
"futures contract" means a futures contract within the meaning of the Futures Industry Act 1986 or of the provisions of a law of a participating State or participating Territory that correspond with that Act;
"member" means a member of the Commission;
"Ministerial Council" means the body known as the Ministerial Council for Companies and Securities that is established by the Agreement;
"Ministerial Council secretariat" means the staff provided to the Ministerial Council pursuant to section 44A;
"part-time member" means a member appointed as a part-time member;
"power" includes an authority;
"prescribed interest" means a prescribed interest within the meaning of the Companies Act 1981 or of the provisions of a law of a participating State or participating Territory that correspond with that Act;
"securities" has the same meaning as that expression has in the Securities Industry Act 1980;
"State Minister" means a Minister of the Crown of a State who is a member of the Ministerial Council and includes a person holding office under section 36 of the Northern Territory (Self-Government) Act 1978 who, in accordance with the Agreement, is entitled to participate in proceedings of the Ministerial Council.

(3) In this Act -
(a) a reference to an Act includes a reference to an Ordinance, regulation or other instrument made under, or by virtue of, an Act but does not include a reference to a Northern Territory enactment or an instrument made under, or by virtue of, such an enactment; and
(b) a reference to a State Act includes a reference to a regulation or other instrument made under, or by virtue of, a State Act.

(4) A reference in this Act to a member of the staff of the Commission shall be read as a reference to -
(a) an employee of the Commission;
(b) a person whose services are available to the Commission by virtue of arrangements made under sub-section 24 (1) or (2); or
(c) a person engaged under sub-section 25 (1).

(5) In this Act, unless the contrary intention appears, a reference to functions or powers of the Commission shall be read as including a reference to any functions or powers conferred or expressed to be conferred upon the Commission by any State Act.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 4
Extension to external Territories

SECT

4. This Act extends to such external Territories as are prescribed.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART II
PART II - ESTABLISHMENT, FUNCTIONS AND POWERS OF
COMMISSION

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 5
Establishment of Commission

SECT

5. (1) There is established by this Act a Commission by the name of the National Companies and Securities Commission.

(2) In the performance of a function or the exercise of a power under an Act, the Commission represents the Crown in right of the Commonwealth.

(3) Nothing in this Act prevents a State Act providing that, in the performance of a function or the exercise of a power under a State Act, the Commission is to represent the Crown in right of the State or, in the case of a State Act being a Northern Territory enactment, the Crown in right of the Northern Territory.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 6
Functions and powers of Commission

SECT

6. (1) The Commission has such functions and powers as are conferred upon it by any Act that is a law of a kind referred to in section 122 of the Constitution.

(2) The Commission shall perform any functions and may exercise any powers that are conferred or expressed to be conferred upon it by any State Act.

(3) The powers of the Commission include the power to make recommendations to the Ministerial Council for new laws, or changes in existing laws, for the Australian Capital Territory relating to companies, the regulation of the securities industry or the regulation of the futures industry (including recommendations of a kind that the Companies and Securities Law Review Committee also has power to make) being laws or changes in laws that are to have effect in participating States and participating Territories in accordance with the Agreement.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 7
Commission to comply with directions of Ministerial Council, Minister or
State Minister

SECT

7. Where the Ministerial Council, the Minister or a State Minister gives to the Commission -
(a) pursuant to the Agreement; or
(b) pursuant to a power conferred or expressed to be conferred by an Act or a State Act in accordance with the Agreement,
directions with respect to the performance of any of the functions or the exercise of any of the powers of the Commission, the Commission shall comply with those directions.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 8
Furnishing of reports and information by Commission

SECT

8. The Commission shall furnish to the Ministerial Council such reports relating to the performance of its functions or the exercise of its powers, including reports relating to any policy that the Commission is pursuing or proposes to pursue, as the Ministerial Council requires.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 9
Commission to comply with Agreement

SECT

9. The Commission shall perform its functions and exercise its powers in accordance with the Agreement and shall comply in all respects with the provisions of the Agreement that are applicable to it.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART III
PART III - CONSTITUTION AND MEETINGS OF COMMISSION

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 10
Incorporation

SECT

10. (1) The Commission -
(a) is a body corporate, with perpetual succession;
(b) shall have a common seal;
(c) may acquire, hold and dispose of real and personal property; and
(d) may sue or be sued in its corporate name.

(2) In addition to the common seal of the Commission there shall be such duplicates of that seal as the Commission directs and every document to which such a duplicate seal is affixed shall be deemed to have the common seal of the Commission affixed to it.

(3) Every court shall take judicial notice of the common seal of the Commission affixed to a document and, unless the contrary is established, shall presume that it was duly affixed.

(4) Every court shall take judicial notice of -
(a) the official signature of any person who holds or has held, or is acting or has acted in, the office of Chairman, Deputy Chairman or other member of the Commission; and
(b) the fact that that person holds or has held, or is acting or has acted in, that office,
if a signature purporting to be the signature of that person appears on any official document.

(5) In this section, a reference to a court shall be construed as including a reference to -
(a) a federal court and a court of a State or Territory;
(b) a Judge of a court referred to in paragraph (a); and
(c) any other person authorized by law or by consent of parties to receive evidence,
and, in relation to a person referred to in paragraph (c), the reference to taking judicial notice shall be construed as a reference to taking the like notice as would be taken by a court.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 11
Membership of Commission

SECT

11. (1) The Commission shall consist of not less than 3 nor more than 8 members.

(2) The members shall be appointed by the Governor-General on the nomination of the Ministerial Council.

(3) At least 3 of the members shall be appointed as full-time members and the remaining members (if any) may be appointed either as full-time members or as part-time members.

(4) The performance of the functions or the exercise of the powers of the Commission is not affected by reason only that the number of members, or the number of full-time members, is less than 3 unless a continuous period of 3 months has elapsed since the number of members, or the number of full-time members, as the case may be, fell below 3.

(5) For the purposes of sub-section (4), an acting member shall be deemed to be a member.

(6) The appointment of a person as the Chairman, the Deputy Chairman, a full-time member or a part-time member is not invalidated and shall not be called in question by reason of a defect or irregularity in or in connection with his nomination or appointment.

(7) The validity of anything done by a person purporting to be the Chairman, the Deputy Chairman, a full-time member or a part-time member shall not be called in question on the ground that his appointment had not taken effect or had ceased to have effect.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 12
Term of appointment

SECT

12. (1) Subject to sub-section (2), a member holds office for such period, not exceeding 5 years, as is specified in the instrument of his appointment, but is eligible for re-appointment.

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

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 13
Chairman and Deputy Chairman of Commission

SECT

13. (1) The Governor-General shall appoint a person who is, or is to be, a full-time member to be Chairman of the Commission.

(2) The Governor-General shall appoint a person who is, or is to be, a full-time member (other than the Chairman) to be Deputy Chairman of the Commission.

(3) The Chairman and the Deputy Chairman shall be appointed on the nomination of the Ministerial Council.

(4) Subject to this section, a person appointed under this section holds office as Chairman or Deputy Chairman until the expiration of his period of appointment as a member or, if he ceases to be a member before the expiration of that period, until he ceases to be a member.

(5) The Chairman or the Deputy Chairman may resign his office of Chairman or Deputy Chairman by writing signed by him and delivered to the Governor-General.

(6) A person who is or has been the Chairman or the Deputy Chairman is eligible for re-appointment as the Chairman or as the Deputy Chairman, as the case may be.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 14
Remuneration and allowances

SECT

14. (1) A member shall be paid such remuneration and allowances as are determined by the Ministerial Council.

(2) The Ministerial Council may, for the purpose of assisting it in making determinations under sub-section (1), consult with such tribunal or other body or such tribunals or other bodies as the Ministerial Council considers appropriate, being a tribunal or other body that has, or tribunals or other bodies each of which has, experience in fixing rates of remuneration.

(3) The offices of Chairman, Deputy Chairman and member of the Commission are not public offices for the purposes of Part II of the Remuneration Tribunals Act 1973.

(4) The Ministerial Council may, by resolution, make a determination about the provision of superannuation benefits for or in relation to a specified full-time member who, when the resolution is passed, is not an eligible employee within the meaning of the Superannuation Act 1976.

(5) The Ministerial Council may, by resolution, vary or revoke a determination made under subsection (4), including such a determination that has previously been varied on at least one occasion.

(6) The Ministerial Council shall not make a determination under subsection (4), or vary or revoke a determination so made, except in accordance with arrangements approved by the Minister for Finance.

(7) Superannuation benefits may be provided in accordance with a determination made under subsection (4) as that determination is in force when the benefits are provided.

(8) In subsections (4) and (7), "superannuation benefits" includes:

(a) benefits in the nature of superannuation benefits; and
(b) benefits similar to benefits provided under the Superannuation Act 1976.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 15
Leave of absence

SECT

15. (1) The Ministerial Council may grant to a full-time member leave of absence from duty on such terms and conditions as to remuneration or otherwise as the Ministerial Council specifies.

(2) The Ministerial Council may grant to a part-time member leave of absence from a meeting of the Commission.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 16
Resignation of member

SECT

16. A member may resign his office by writing signed by him and delivered to the Governor-General.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 17
Acting appointments

SECT

17. (1) The Deputy Chairman shall act as Chairman during any period when there is no Chairman or the Chairman is absent from duty or from Australia.

(2) The Governor-General may appoint a member or an acting member (other than the Chairman or a person acting as Chairman) nominated by the Ministerial Council to act as Deputy Chairman -
(a) during a vacancy in the office of Deputy Chairman, whether or not an appointment has previously been made to the office; or
(b) during any period, or during all periods, when the Deputy Chairman is absent from duty or from Australia or is acting as Chairman.

(3) The Governor-General may -
(a) appoint a person nominated by the Ministerial Council to act as a full-time member during any period when there are less than 8 persons who are members or are acting as members in accordance with this paragraph or paragraph (b);
(b) appoint a person nominated by the Ministerial Council to act as a part-time member during any period when there are less than 8 persons who are members or are acting as members in accordance with this paragraph or paragraph (a) and there are at least 3 persons who are full-time members or are acting as members in accordance with paragraph (a); or
(c) appoint a person nominated by the Ministerial Council to act as a full-time member or as a part-time member during any period when a full-time member (other than the Chairman or the Deputy Chairman) or a part-time member, as the case may be, is absent from duty or from Australia, is acting as Deputy Chairman in accordance with sub-section (2) or, in the case of a part-time member, is, for any reason, unable to perform the functions of his office.

(4) Where a person is acting as Deputy Chairman in accordance with paragraph (2) (b) and the office of Deputy Chairman becomes vacant while that person is so acting, that person may continue so to act until the Governor-General otherwise directs, the vacancy is filled or a period of 12 months from the date on which the vacancy occurred expires, whichever first happens.

(5) The Governor-General may -
(a) determine the remuneration and allowances of a member or acting member who is acting as Chairman or as Deputy Chairman in accordance with this section;
(b) determine the terms and conditions of appointment, including remuneration and allowances, of a person appointed under subsection (3); and
(c) at any time terminate an appointment under sub-section (2) or (3).

(6) The powers of the Governor-General under sub-sections (4) and (5) shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council.

(7) The appointment of a person under this section ceases to have effect if he resigns the appointment by writing signed by him and delivered to the Governor-General.

(8) At any time when a person is acting as Chairman, as Deputy Chairman, as a full-time member or as a part-time member in accordance with this section he has, and may exercise, all the powers, and shall perform all the functions, of the Chairman, of the Deputy Chairman, of a full-time member or a part-time member, as the case may be.

(9) The validity of anything done by a person purporting to act in accordance with this section shall not be called in question on the ground that the occasion for him to act or for his appointment had not arisen or that the occasion for him to act had passed or his appointment had ceased to have effect.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 18
Termination of appointment

SECT

18. (1) The Governor-General may terminate the appointment of a member by reason of misbehaviour or physical or mental incapacity.

(2) If -
(a) a member 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 or of part of his property for their benefit;
(b) a full-time member engages in paid employment outside the duties of his office without the consent of the Ministerial Council;
(c) a full-time member is absent from duty, except on leave granted by the Ministerial Council in accordance with sub-section 15 (1), for 14 consecutive days, or for 28 days in any period of 12 months;
(d) a part-time member is absent, except on leave granted by the Ministerial Council in accordance with sub-section 15 (2), from 3 consecutive meetings of the Commission; or
(e) a member fails to comply with his obligations under section 19, 47, 48 or 49,
the Governor-General may terminate the appointment of that member.

(3) The powers of the Governor-General under this section shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 19
Register of financial interests

SECT

19. (1) In this section, "member" means -
(a) a member or an acting member of the Commission; or
(b) a member of the staff of the Commission.

(2) For the purposes of this section -
(a) a person has a financial interest if, and only if, the person -
(i) is a director of a body corporate;
(ii) has a relevant interest in securities other than securities of a government, of a government authority or of a local government authority; or
(iii) has a relevant interest in a futures contract; and
(b) the question whether a person has a relevant interest in securities, or in a futures contract, shall be determined as prescribed.

(3) The Commission shall maintain a register, to be known as the Register of Financial Interests (in this section referred to as the "Register"), in accordance with the prescribed form, for the purposes of this section.

(4) The Commission shall appoint a member of the staff of the Commission (in this section referred to as the "responsible officer") to be the person responsible for making entries in the Register in accordance with this section.

(5) Where a person who has a financial interest becomes a member, he shall, within 7 days after the day on which he becomes a member, if he has not already done so, cause written particulars of the interest to be delivered to the responsible officer.

(6) Where there is a change in a financial interest of a member, he shall, within 7 days after the day on which the change occurs, cause written particulars of the change to be delivered to the responsible officer.

(7) A person shall be deemed not to have contravened sub-section (5) or (6) if he establishes that -
(a) he was not, at the time when he became a member, aware that he had a financial interest or he was not, at the time when the change occurred, aware of the change, as the case may be; and
(b) he caused written particulars of the financial interest or of the change, as the case may be, to be delivered to the responsible officer within 7 days after the day on which he became aware that he had the financial interest or that the change had occurred, as the case may be.

(8) For the purposes of this section, where a member commences or ceases to have a financial interest, there shall be deemed to be a change in that financial interest of the member.

(9) Where a member is required by this section to cause to be delivered to the responsible officer particulars of a financial interest, or particulars of a change in a financial interest, the particulars to be so delivered shall include -
(a) the date on which he commenced or ceased to have the financial interest or on which the change occurred; and
(b) particulars of the nature of the financial interest and, in the case of a financial interest being a relevant interest in securities, or in a futures contract, particulars of the extent of that relevant interest.

(10) Where, in accordance with this section, particulars of a financial interest, or of a change in a financial interest, of a member are delivered to the responsible officer, that officer shall cause the particulars, or such of the particulars as are appropriate having regard to the form of the Register, to be entered in the Register as particulars of a financial interest, or of a change in a financial interest, of that member.

(11) The Commission shall keep the Register at the principal place of business of the Commission and shall ensure that the Register is open for public inspection during normal business hours without payment of any fee.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 20
Meetings of Commission

SECT

20. (1) The Chairman may, at any time, convene a meeting of the Commission to be held at a place and time determined by him.

(2) The Chairman shall convene such meetings of the Commission as, in his opinion, are necessary for the efficient performance of its functions.

(3) The Chairman shall, on receipt of a request in writing signed by a majority of the members, convene a meeting of the Commission.

(3A) If all the members of the Commission who are neither absent from duty nor absent from Australia so agree, a meeting, or a part of a meeting, of the Commission may be held by means of any of, or by means of a combination of any 2 or more of, the following methods of communication:

(a) telephone;
(b) closed-circuit television;
(c) a method or methods of communication approved by the Commission for the purposes of that meeting.

(3B) All the members of the Commission who take part in a meeting held as mentioned in sub-section (3A) shall be deemed, for the purposes of this section, to have been present at the meeting, notwithstanding that they were not all present at the same place at the time when the meeting was so held.

(4) At a meeting of the Commission, a quorum is formed -
(a) where the Commission consists of more than 3 members - by 3 members; or
(b) in any other case - by 2 members.

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

(6) If the Chairman is not present at a meeting of the Commission but the Deputy Chairman is present, the Deputy Chairman shall preside.

(7) Questions arising at a meeting of the Commission shall be ed determined by a majority of the votes of the members present at the meeting.
(8) The member presiding at a meeting of the Commission has a deliberative vote but does not have a casting vote.

(9) In relation to a time when a person is acting as Chairman, ces references in this section to the Chairman shall be read as references on. to that person.
(10) In relation to a time when a person is acting as Deputy Chairman, references in this section to the Deputy Chairman shall be read as references to that person.

(11) In this section, a reference to a member shall be read as including a reference to an acting member.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 21
Divisions of Commission

SECT

21. (1) The Commission may, by resolution, direct that the functions or powers of the Commission in relation to a matter shall be performed or exercised by a Division of the Commission, constituted by such members (not being less than 2 in number) as are specified in the resolution.

(1A) A resolution under sub-section (1) constituting a Division of the Commission shall, if the Chairman is not a member of the Division, specify a member of the Division as the Chairman of that Division.

(2) Where the Commission has given a direction under sub-section (1), it may, by resolution, at any time before the Division of the Commission specified in the direction has made a determination in relation to the matter, revoke the direction or amend the direction in relation to the membership of the Division or in any other respect, and where the membership of a Division of the Commission is changed, the Division as constituted after the change may complete the determination of the matter.

(3) The Commission shall -
(a) as soon as practicable after it gives a direction under sub-section (1) or amends a direction under sub-section (2), furnish to the Ministerial Council particulars of the direction or of the amendment, as the case may be; and
(b) as soon as practicable after it revokes a direction under sub-section (2), notify the Ministerial Council of the revocation of the direction.

(4) For the purposes of the determination of a matter specified in a direction given under sub-section (1) -
(a) the Commission shall be deemed to consist of the Division of the Commission specified in the direction;
(b) a meeting of the Division shall be deemed to be a meeting of the Commission; and
(c) if the Chairman is not a member of the Division, the member specified by the Commission under sub-section (1A) shall be deemed to be the Chairman.

(4A) If all the full-time members of the Commission who are -
(a) members of a particular Division; and
(b) neither absent from duty nor absent from Australia,
so agree, a meeting, or a part of a meeting, of that Division may be held by means of any of, or by means of a combination of any 2 or more of, the following methods of communication:

(c) telephone;
(d) closed-circuit television;
(e) a method or methods of communication approved by that Division for the purposes of that meeting.

(4B) All the members of a particular Division of the Commission who take part in a meeting held as mentioned in sub-section (4A) shall be deemed, for the purposes of this section, to have been present at the meeting, notwithstanding that they were not all present at the same place at the time when the meeting was so held.

(5) Notwithstanding sub-section 20 (4), at a meeting of a Division of the Commission, 2 members form a quorum.

(6) A Division of the Commission may perform functions or exercise powers of the Commission notwithstanding that another Division of the Commission is performing functions or exercising powers of the Commission at the same time.

(7) In relation to a time when a person is acting as Chairman, a reference in this section to the Chairman shall be read as a reference to that person.

(8) In this section, a reference to a member shall be read as including a reference to an acting member.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART IV
PART IV - STAFF OF COMMISSION

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 22
Employees

SECT

22. The Commission may engage such employees as it thinks necessary for the purposes of this Act.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 23
Terms and conditions of employment

SECT

23. (1) The terms and conditions of employment of employees engaged in accordance with section 22 are such as are, subject to the approval of the Public Service Board, determined by the Commission.

(2) In this section, "terms and conditions" include conditions with respect to the duration of employment or with respect to dismissal from employment.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 24
Arrangements relating to staff

SECT

24. (1) The Commission may arrange with the Secretary of any Department of the Australian Public Service, or with a body established by an Act, for the services of officers or employees of the Department or of the body to be made available to the Commission.

(2) The Commission may enter into an arrangement with the appropriate authority of a State or of a Territory for the services of officers or employees of the Public Service of the State or Territory or of an authority of the State or Territory to be made available to the Commission.

(3) The Commission may arrange for the services of a member of the staff of the Commission to be made available to a State or Territory or to an authority of a State or of a Territory for purposes of matters of policy and administration with respect to laws of the State or Territory relating to companies or the regulation of the securities industry.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 25
Engagement of consultants

SECT

25. (1) The Commission may engage persons to furnish advice to, or perform services for, the Commission otherwise than as employees of the Commission.

(2) The terms and conditions of engagement of persons engaged under sub-section (1) are such as are determined by the Commission.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART V
PART V - FINANCE

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 26
Payments to Commission by Commonwealth

SECT

26. There shall be paid to the Commission, out of moneys appropriated by the Parliament for the purposes of the Commission, such amounts as are payable in accordance with directions from time to time given by the Minister for Finance.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 27
Payments to Commission by States or Territories

SECT

27. The Commission may receive moneys paid to it by a State or by a Territory.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 28
Moneys of Commission

SECT

28. The moneys of the Commission shall consist of -
(a) moneys paid to the Commission under section 26;
(b) moneys received by the Commission in accordance with section 27; and
(c) any other moneys paid to the Commission.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 29
Application of moneys

SECT

29. (1) Subject to sub-section (2), the moneys of the Commission may be applied only -
(a) in payment or discharge of the expenses, charges, obligations or liabilities incurred or undertaken by the Commission, by the Accounting Standards Review Board or by the Companies and Securities Law Review Committee in or in connection with the performance of the functions or the exercise of the powers of the Commission or that Board, or the performance of the functions of that Committee, as the case may be;
(aa) in payment or discharge of the expenses, charges, obligations or liabilities incurred or undertaken by the Ministerial Council secretariat in the performance of its function of giving assistance to the Ministerial Council;
(b) in payment of any remuneration or allowances payable under this Act or payable to members of the Accounting Standards Review Board or of the Companies and Securities Law Review Committee;
(ba) without limiting the generality of paragraph (a):

(i) in connection with the provision, in accordance with subsection 14 (7), of superannuation benefits within the meaning of that subsection; and
(ii) in making, in respect of a full-time member who is not an eligible employee within the meaning of the Superannuation Act 1976, contributions under a superannuation or retirement scheme, however established; and
(c) in making any payments that the Commission is authorized or required to make to the Commonwealth, a State or a Territory in accordance with the Agreement or in accordance with arrangements made under the Agreement.

(2) Moneys of the Commission not immediately required for the purposes of the Commission may be invested -
(a) on deposit with an approved bank; or
(b) in any other manner approved by the Ministerial Council.

(3) This section has effect subject to any provision made by a law of the Commonwealth, a law of a State or a law of a Territory passed or made in accordance with the Agreement in relation to moneys that vest in the Commission under that law.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 30
Bank Accounts

SECT

30. (1) The Commission 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 Commission shall pay all moneys received by it into an account referred to in this section.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 31
Estimates

SECT

31. (1) The Commission shall prepare estimates, in such form as the Ministerial Council directs, of its receipts and expenditure for each financial year and, if the Ministerial Council so directs, for any other period specified by the Ministerial Council, and the Commission shall submit estimates so prepared to the Ministerial Council not later than such date as the Ministerial Council directs.

(2) Except with the consent of the Ministerial Council, the moneys of the Commission shall not be expended otherwise than in accordance with estimates of expenditure approved by the Ministerial Council.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 32
Accounts and records

SECT

32. The Commission shall cause to be kept proper accounts and records of the transactions and affairs of the Commission 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 Commission and over the incurring of liabilities by the Commission.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 33
Limitation on contracts and leases

SECT

33. Except as otherwise provided by the regulations, the Commission shall not, without the approval of the Ministerial Council -
(a) enter into a contract under which the Commission is to pay or receive an amount exceeding $50,000 or, if a higher amount is prescribed, that higher amount; or
(b) enter into a lease of land for a period exceeding 10 years.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 34
Audit

SECT

34. (1) The Auditor-General shall inspect and audit the accounts and records of financial transactions of the Commission and records relating to assets of, or in the custody of, the Commission and shall forthwith draw the attention of the Ministerial Council 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, 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) The Auditor-General shall, at least once in each year, report to he the Ministerial Council the results of the inspection and audit carried under 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 and records of the Commission relating directly or indirectly to the receipt or payment of moneys by the Commission or to the acquisition, receipt, custody or disposal of assets by the Commission.

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

(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 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.

(8) This section does not apply in relation to accounts and records maintained by an authority of a State or an officer of a State or of such an authority.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 35
Liability to taxation

SECT

35. (1) Subject to sub-section (2), the Commission is not subject to taxation under any law of the Commonwealth or of a State or Territory.

(2) The regulations may provide that sub-section (1) does not apply in relation to taxation under a specified law.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART VI
PART VI - HEARINGS BEFORE COMMISSION

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 36
Hearings before Commission

SECT

36. (1) The Commission may hold hearings for the purpose of the performance of any of its functions or the exercise of any of its powers.

(2) Subject to this section, where the Commission is required or decides to hold a hearing, the Commission may either direct that the hearing take place in public or direct that the hearing take place in private.

(3) Subject to sub-sections (4) and (6), if a person who is entitled under an Act or a State Act to be afforded the opportunity by the Commission to appear at a hearing before the Commission requests that the hearing take place in public, the Commission shall direct that the hearing take place in public.

(4) Where the Commission holds a hearing under a provision of an Act or a State Act that requires the hearing to take place in private, the Commission shall direct that the hearing take place in private.

(5) Where the Commission directs that a hearing to be held by it take place in private, the Commission may give directions as to the persons who may be present at the hearing.

(6) Where, at a hearing by the Commission that is held in public, the Commission is satisfied that it is desirable to do so by reason of the confidential nature of any evidence or matter or for any other reason, the Commission may -
(a) direct that the hearing or a part of the hearing take place in private and give directions as to the persons who may be present; or
(b) give directions preventing or restricting the publication of evidence given before the Commission or of matters contained in documents lodged with the Commission.

(7) Nothing in any direction given by the Commission under sub-section (5) or paragraph (6) (a) prevents the presence at a hearing of -
(a) a person who is entitled under an Act or a State Act to be afforded the opportunity to appear at that hearing;
(b) a person representing, pursuant to sub-section 38 (2), a person referred to in paragraph (a); or
(c) a person representing, pursuant to sub-section 38 (2), a person who, by reason of a direction given by the Commission under sub-section (5) or paragraph (6) (a), is entitled to be present at the hearing.

(8) Where the Commission directs that a hearing or part of a hearing before the Commission take place in private, a person (other than a member or an acting member, or a member of the staff of the Commission approved by the Commission) shall not be present at the hearing unless he is entitled to be present by virtue of the direction or by virtue of sub-section (7).

Penalty: $1,000 or imprisonment for 3 months.

(9) Where the Commission is required by an Act or a State Act to afford a person an opportunity to appear at a hearing before the Commission and to make submissions and give evidence to the Commission, the Commission shall appoint a date, time and place for the hearing and cause notice in writing of the date, time and place to be given to the person.

(10) Where a person referred to in sub-section (9) does not wish to appear before the Commission, he may, before the date of the hearing, lodge with the Commission in writing any submissions that he wishes the Commission to take into account in relation to the matter.

(11) The Commission shall take into account any submission made or lodged or evidence given to the Commission when making any decision on the matter to which the submission or evidence relates.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 37
Power to summon witnesses and take evidence

SECT

37. (1) A member or an acting member may summon a person to appear before the Commission at a hearing to give evidence and to produce such documents (if any) as are referred to in the summons.

(2) The Commission may, at a hearing, take evidence on oath or affirmation and for that purpose a member or an acting member may -
(a) require a person appearing at the hearing to give evidence either to take an oath or make an affirmation; and
(b) administer an oath or affirmation to a person so appearing at the hearing.

(3) The oath or affirmation to be taken or made by a person for the purposes of this section is an oath or affirmation that the evidence he will give will be true.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 38
Proceedings at hearings

SECT

38. (1) At a hearing before the Commission -
(a) the proceedings shall be conducted with as little formality and technicality, and with as much expedition, as the requirements of any Act or State Act and a proper consideration of the matters before the Commission permit;
(b) the Commission is not bound by the rules of evidence;
(c) the Commission may, upon such conditions as it thinks fit, permit a person to intervene in the proceedings;
(d) the Commission shall observe the rules of natural justice;
(e) except in the case of a hearing before a Division of the Commission - the provisions of section 20 (other than sub-sections 20 (3A) and (3B)) apply, so far as they are capable of application, as if the hearing were a meeting of the Commission; and
(f) in the case of a hearing before a Division of the Commission - the provisions of section 20 (other than sub-sections 20 (3A) and (3B)) and of section 21 (other than sub-section 21 (4A) and (4B)) apply, so far as they are capable of application, as if the hearing were a meeting of that Division.

(2) At a hearing before the Commission -
(a) a natural person may appear in person or may be represented by an employee of the person approved by the Commission;
(b) a body corporate may be represented by an employee, or by a director or other officer, of the body corporate approved by the Commission;
(c) an unincorporated association of persons or a member of an unincorporated association of persons may be represented by a member or officer of the association approved by the Commission; and
(d) any person may be represented by a barrister or solicitor of the Supreme Court of a State or Territory or of the High Court.

(3) A person who attends at a hearing before the Commission pursuant to a summons issued under section 37 is entitled to be paid -
(a) in the case where the summons was issued at the request of a person - by that person; or
(b) in any other case - by the Commission,
such allowances and expenses as are provided for by the regulations.

(4) The Commission may permit a person appearing as a witness before the Commission to give evidence by tendering, and, if the Commission thinks fit, verifying by oath or affirmation, a written statement.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 39
Failure of witnesses to attend and answer questions

SECT

39. (1) A person served, as prescribed, with a summons to appear as a witness at a hearing before the Commission shall not, without reasonable excuse -
(a) fail to attend as required by the summons; or
(b) fail to attend from day to day unless excused, or released from further attendance, by a member or an acting member.

(2) A person appearing as a witness at a hearing before the Commission shall not, without reasonable excuse -
(a) when required pursuant to section 37 either to take an oath or make an affirmation - refuse or fail to comply with the requirement;
(b) refuse or fail to answer a question that he is required to answer by the member or acting member presiding at the hearing; or
(c) refuse or fail to produce a document that he was required to produce by a summons under this Act served on him as prescribed.

(3) A person shall not, at a hearing before the Commission, give evidence that is false or misleading.

(4) Where -
(a) a duly qualified legal practitioner is required to answer a question or produce a document at a hearing before the Commission; and
(b) the answer to the question would disclose, or the document contains, a privileged communication made by or to the legal practitioner in his capacity as a legal practitioner,
the legal practitioner is entitled to refuse to comply with the requirement unless the person to whom or by whom the communication was made agrees to the legal practitioner complying with the requirement but, where the legal practitioner refuses to comply with the requirement, he shall, if so required by the member or acting member presiding at the hearing and if he knows the name and address of the person to whom or by whom the communication was made, forthwith furnish that name and address in writing to the Commission.

(5) It is not a reasonable excuse for the purposes of sub-section (2) for a person to refuse or fail to answer a question put to him that the answer might tend to incriminate him but, where the person claims, before answering the question, that the answer might tend to incriminate him, neither the question nor the answer is admissible in evidence against him in criminal proceedings other than proceedings for a contravention of sub-section (3) or proceedings in relation to a charge of perjury in respect of the answer.

(6) A person who contravenes sub-section (1), (2), (3), or (4) is guilty of an offence and is punishable, upon conviction, by a fine not exceeding $1,000 or imprisonment for a period not exceeding 3 months.

(7) Where the Commission is satisfied that -
(a) a person served, as prescribed, with a summons to appear as a witness at a hearing before the Commission has, without reasonable excuse, failed to attend as required by paragraph (1) (a) or (b); or
(b) a person appearing as a witness at a hearing before the Commission has, without reasonable excuse -
(i) when required pursuant to section 37 either to take an oath or make an affirmation;
(ii) when required by the member or acting member presiding at the hearing to answer a question; or
(iii) when required to produce a document by a summons under this Act served on him as prescribed,
refused or failed to comply with the requirement,
a member or acting member may, by instrument in writing, certify the failure to attend or the refusal or failure to comply with the requirement, as the case may be, to the Supreme Court of a State or Territory.

(8) Where a certificate is given under sub-section (7), the Supreme Court may inquire into the case and, if it is satisfied that the person to whom the certificate relates has, without reasonable excuse, failed to attend or refused or failed to comply with a requirement as mentioned in the certificate -
(a) may order the person to attend or to comply with the requirement at a hearing before the Commission to be held at a time and place specified in the order; or
(b) may punish the person in the same manner as if he had been guilty of contempt of that Court and, if it thinks fit, also make an order under paragraph (a).

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 40
Contempt of Commission

SECT

40. A person shall not -
(a) insult a member or an acting member in the performance of his functions or the exercise of his powers as a member or acting member at a hearing before the Commission;
(b) interrupt a hearing before the Commission;
(c) create a disturbance, or take part in creating or continuing a disturbance, in or near a place where the Commission is holding a hearing; or
(d) do any other act that would, if the Commission were a court of record, constitute contempt of that court.

Penalty: $1,000 or imprisonment for 3 months.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 41
Protection of members etc.

SECT

41. (1) A member or an acting member has, in the performance of his functions or the exercise of his powers as a member or acting member in relation to a hearing before the Commission, the same protection and immunity as a Justice of the High Court.

(2) A barrister, solicitor or other person appearing on behalf of a person at a hearing before the Commission has the same protection and immunity as a barrister has in appearing for a party in proceedings in the High Court.

(3) Subject to this Act, a person summoned to attend or appearing before the Commission as a witness has the same protection as a witness in proceedings in the High Court.

(4) The Commission, a person appointed for the purposes of this Act or of any other prescribed Act, a member of the staff of the Commission or a person authorized to perform or exercise any function or power of the Commission or any function or power on behalf of the Commission is not liable to an action or other proceeding for damages for or in relation to an act done or omitted to be done in good faith in performance or purported performance of any function, or in exercise or purported exercise of any power, conferred or expressed to be conferred by or under any Act or State Act.

(5) A member of the Ministerial Council is not liable to an action, suit or proceeding for or in relation to an act done or omitted to be done by the Ministerial Council in good faith in performance or purported performance of any function, or in exercise or purported exercise of any power, conferred on that Council by or under any Act.

(6) A member of the Ministerial Council is not liable to an action, suit or proceeding for or in relation to an act done or omitted to be done by the member in the exercise of a discretion under any Act that the Ministerial Council has, pursuant to clause 25 of the Agreement, authorized him to exercise.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 42
Hearings deemed to be judicial proceedings

SECT

42. A hearing before the Commission shall, for the purposes of Part III of the Crimes Act 1914, be deemed to be a judicial proceeding.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- PART VII
PART VII - MISCELLANEOUS

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 43
Trust moneys

SECT

43. (1) The Commission may accept gifts, bequests and devises made to the Commission on trust and may act as trustee of moneys or other property vested in the Commission on trust.

(2) The Commission shall ensure that any moneys received or held by the Commission on trust are paid into an account referred to in section 30 that does not, or accounts referred to in that section that do not, contain any moneys of the Commission not held on trust.

(3) Notwithstanding section 29 -
(a) moneys or other property held by the Commission on trust shall be applied or dealt with only in accordance with the powers and duties of the Commission as trustee; and
(b) moneys held by the Commission on trust may be invested -
(i) in any manner in which the Commission is authorized to invest those moneys by the terms of the trust; or
(ii) in any manner in which trust moneys may, for the time being, be invested under law,
but not otherwise.

(4) Section 32 has effect as if -
(a) the reference in that section to the transactions and affairs of the Commission included a reference to transactions and affairs relating to moneys or property received or held by the Commission on trust; and
(b) the reference in that section to payments out of the moneys of the Commission included a reference to payments out of moneys held by the Commission on trust.

(5) Section 34 has effect as if -
(a) the reference in sub-section 34 (1) to financial transactions of the Commission included a reference to transactions relating to moneys received or held by the Commission on trust;
(b) the reference in sub-section 34 (4) to the receipt or payment of moneys by the Commission included a reference to the receipt or payment by the Commission of moneys received or held by the Commission on trust; and
(c) the reference in sub-section 34 (4) to the acquisition, receipt, custody or disposal of assets by the Commission included a reference to the acquisition, receipt, custody or disposal by the Commission of assets received or held by the Commission on trust.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 43A
Accounting Standards Review Board

SECT

43A. For the purpose of the performance of the functions and the exercise of the powers of the Accounting Standards Review Board, the Commission shall provide to the Board such staff and facilities as are approved by the Ministerial Council.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 44
Companies and Securities Law Review Committee

SECT

44. For the purpose of the performance of the functions of the Companies and Securities Law Review Committee, the Commission shall provide to the Committee such staff and facilities as are approved by the Ministerial Council.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 44A
Provision of staff and facilities to Ministerial Council

SECT

44A. For the purpose of the performance of the functions of the Ministerial Council, the Commission shall provide to the Ministerial Council such staff and facilities as the Ministerial Council requires.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 45
Delegation by Commission

SECT

45. *2* (1) The Commission may, either generally or as otherwise provided by the instrument of delegation, by writing under its common seal, delegate to any person, being an authority of a State or Territory or an officer of a State or Territory or of such an authority, all or any functions or powers that are conferred or expressed to be conferred on it by or under any Act or State Act (other than functions or powers the delegation of which is prohibited by the Act or State Act concerned.

(2) The Commission may delegate under sub-section (1) a function or power of the Ministerial Council that the Commission is authorized by that Council to perform or exercise other than a function or power that the Ministerial Council has directed the Commission not to delegate.

(3) A delegation under sub-section (1) may be to -
(a) a specified person (whether a natural person or a body corporate); or
(b) the person for the time being holding a specified office under an Act or a State Act or the person for the time being occupying a position in the Public Service of the Commonwealth or of a State, being a position that is specified in the instrument of delegation.

(4) A person to whom a function or power has been delegated under sub-section (1) may -
(a) in the case of a natural person - by writing under his hand; or
(b) in the case of a body corporate - by writing under its common or official seal,
authorize another person to perform the function or exercise the power so delegated.

(5) An authority under sub-section (4) may be given to -
(a) a specified person; or
(b) the person for the time being occupying a position in the Public Service of the Commonwealth or of a State, being a position that is specified in the instrument by which the authority is given.

(6) Any act or thing done in the performance of a function or the exercise of a power by a person to whom that function or that power has been delegated by the Commission under sub-section (1) or by a person authorized by a delegate of the Commission under sub-section (4) to perform that function or exercise that power has the same force and effect as if it had been done by the Commission but, for the purposes of any prescribed Act, shall not be taken to have been done by the Commission.

(7) Where, under any Act or State Act that confers or is expressed to confer functions or powers on the Commission, the performance of a function or the exercise of a power by the Commission is dependent upon the opinion, belief or state of mind of the Commission in relation to a matter and that function or power has been delegated under sub-section (1), that function or power may be performed or exercised by the delegate or by a person authorized by the delegate under sub-section (4) upon the opinion, belief or state of mind of the delegate or of the authorized person, as the case may be, in relation to that matter.

(8) A delegation under sub-section (1) does not prevent the performance of a function or the exercise of a power by the Commission.

(9) The giving of an authority under sub-section (4) does not prevent the performance of a function or the exercise of a power by the person by whom the authority was given.

(10) Where a person purports to perform a function or exercise a power conferred or expressed to be conferred on the Commission by or under any Act or any State Act, it shall be presumed, unless the contrary is established, that the person is duly authorized by a delegation under sub-section (1), or by an authority under sub-section (4) given pursuant to such a delegation, to perform the function or exercise the power.

(11) A document purporting to be signed by a person as a delegate of the Commission shall be deemed, unless the contrary is established, to have been signed by such a delegate and to have been so signed pursuant to the performance of a function or the exercise of a power duly delegated to the person by the Commission.

(12) A document purporting to be signed by a person authorized by a delegate of the Commission to sign the document shall be deemed, unless the contrary is established, to have been signed by a person so authorized and to have been so signed pursuant to the performance of a function or the exercise of a power that he is duly authorized by such a delegate to perform or exercise.

(13) Where a function or power of the Commission is, or is to be, performed or exercised by a person to whom the Commission has delegated the function or power under sub-section (1) or by a person authorized by such a delegate under sub-section (4) to perform the function or exercise the power -
(a) Part VI (other than paragraph 38 (1) (e) applies for the purpose of the performance of the function or the exercise of the power by the person in like manner as it would apply if the function were being performed or the power were being exercised by the Commission; and
(b) for the purpose of the application of that Part in accordance with paragraph (a), references in that Part to the Commission or to a member or acting member other than -
(i) the references to the Commission first and second occurring in sub-section 36 (3) and first, second and third occurring in sub-section 36 (9); and
(ii) the reference to the Commission in paragraph 38 (3) (b), shall be construed as references to the person. *2*Section 45 is amended by section 162 of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985. Section 162 provides as follows:
"162. Section 45 of the Principal Act is amended -
(a) by inserting after sub-section (1) the following sub-section:
'(1A) Without limiting the generality of sub-section (1), the Commission may, either generally or as otherwise provided by the instrument of delegation, by writing under its common seal, delegate to a member or acting member all or any -
(a) powers of the Commission under Part VI; or
(b) powers that relate to the holding of hearings and that are conferred, or expressed to be conferred, on the Commission by or under a State Act (other than powers the delegation of which is prohibited by the State Act concerned).';
(b) by inserting after sub-section (6) the following sub-section:
'(6A) Any act or thing done in the exercise of a power by a person to whom that power has been delegated by the Commission under sub-section (1A) shall be deemed to have been done by the Commission.';
(c) by inserting in sub-sections (7), (8), (10) and (13) 'or (1A)' after '(1)'; and
(d) by omitting from paragraph (13) (a) 'paragraph 38 (1) (e)' and substituting 'paragraphs 38 (1) (e) and (f)'."
Subsection 2 (1) of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 provides as follows:
"(1) Subject to this section, the provisions of this Act shall come into operation on such day as is, or on such respective days as are, fixed by Proclamation."
As at 29 February 1988 no date had been fixed and the amendments are not incorporated in this reprint.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 46
Directions by Commission

SECT

46. Where the Commission has delegated a function or power to a person under section 45 -
(a) the Commission may give directions to the delegate with respect to the performance of that function or the exercise of that power; and
(b) if the delegate has under sub-section 45 (4) authorized another person to perform that function or exercise that power, the delegate -
(i) shall, if the Commission has given a direction to the delegate under paragraph (a) with respect to the performance of that function or the exercise of that power, give a corresponding direction to the other person; and
(ii) may, subject to any direction given to the delegate by the Commission under paragraph (a), give directions to the other person with respect to the performance of that function or the exercise of that power.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 47
Secrecy

SECT

47. (1) Subject to this section, a person who is, or has at any time been -
(a) appointed for the purposes of this Act or any other prescribed Act;
(b) engaged as a member of the staff of the Commission; or
(c) authorized to perform or exercise any function or power of the Commission or any function or power on behalf of the Commission,
shall not, except to the extent necessary to perform his official duties, or to perform or exercise such a function or power, either directly or indirectly, make a record of, or divulge or communicate to any person, any information that is or was acquired by him by reason of his being or having been so appointed, engaged or authorized, or make use of any such information, for any purpose other than the performance of his official duties or the performance or exercise of that function or power.

Penalty: $5,000 or imprisonment for one year, or both.

(2) Nothing in sub-section (1) precludes a person from -
(a) producing a document to a court in the course of criminal proceedings or in the course of any proceedings under this Act, any other prescribed Act or any prescribed State Act;
(b) divulging or communicating to a court in the course of any proceedings referred to in paragraph (a) any matter or thing coming under his notice in the performance of his official duties or in the performance of a function or the exercise of a power referred to in that sub-section;
(c) producing a document or divulging or communicating information to a person to whom, in the opinion of the Commission, it is in the public interest that the document be produced or the information be divulged or communicated; or
(d) producing a document or divulging or communicating information that is required or permitted by any Act or State Act to be produced, divulged or communicated, as the case may be.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 48
Restrictions on dealings in securities and futures contracts

SECT

48. (1) A person who -
(a) is, or has at any time been -
(i) appointed for the purposes of this Act or any other prescribed Act;
(ii) engaged as a member of the staff of the Commission; or
(iii) authorised to perform or exercise any function or power of the Commission or any function or power on behalf of the Commission; and
(b) has, by reason that the person is, or has at any time been so appointed, engaged or authorised, information that is not generally available but, if it were, would be likely materially to affect -
(i) the price of securities; or
(ii) the price for dealing in a futures contract,
shall not -
(c) in a case where sub-paragraph (b) (i) applies - deal in, or cause or procure any other person to deal in, those securities; or
(d) in a case where sub-paragraph (b) (ii) applies - deal in, or cause or procure any other person to deal in, that futures contract or a futures contract of the same kind as that futures contract.

Penalty: $20,000 or imprisonment for 5 years.

(2) Where a person to whom sub-section (1) applies has information as mentioned in that sub-section and, in contravention of that sub-section -
(a) deals in, or causes or procures another person to deal in, securities;
or
(b) deals in, or causes or procures another person to deal in, a futures contract,
the first-mentioned person is liable to compensate any other party to the transaction for any loss sustained by that party by reason of -
(c) any difference between the price at which the securities were dealt in in that transaction and the price at which they would be likely to have been dealt in in such a transaction at the time when the first-mentioned transaction took place if the information had been generally available; or
(d) any difference between the price at which that dealing in that futures contract took place and the price at which it would be likely to have taken place if the information had been generally available,
as the case may be.

(3) The amount of compensation for which a person is liable under subsection (2) is -
(a) in a case to which paragraph (b) does not apply - the amount of the loss sustained by the person claiming the compensation; or
(b) if the first-mentioned person has been found by a court to be liable to pay an amount or amounts to any other person or persons under sub-section (2) or under any other Act or State Act by reason of the same act or transaction - the amount of that loss less the amount or the sum of the amounts that the first-mentioned person has been so found to be liable to pay.

(4) For the purposes of sub-section (3), the onus of proving that the liability of a person to pay an amount to another person arose from the same act or transaction from which another liability arose lies on the person liable to pay the amount.

(5) An action under this section for recovery of compensation for a loss is not maintainable after the end of the period of 2 years commencing on the day of completion of -
(a) the transaction in which securities were dealt in and in which the loss occurred; or
(b) the dealing in a futures contract, being the dealing in which the loss occurred,
as the case requires.

(6) The Commission may, if the Commission considers it to be in the public interest to do so, bring an action in the name of and for the benefit of a person for recovery of compensation for a loss referred to in sub-section (2).

(7) Nothing in sub-section (2) affects any liability that a person may incur under any other law.

(8) An expression (other than a reference to a futures contract) used -
(a) in sub-paragraph (1) (b) (ii), or paragraph (1) (d), (2) (b), (2) (d) or (5) (b), of this section; and
(b) in the Futures Industry Act 1986,
has the same meaning in that sub-paragraph or paragraph, as the case may be, as in that Act.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 49
Notification of interests

SECT

49. (1) A person (other than a member or an acting member of the Commission or a member of the staff of the Commission) who is appointed for the purposes of this Act or any other prescribed Act or is authorized to perform or exercise any function or power of the Commission or any function or power on behalf of the Commission and who, in the course of his official duties or the performance or exercise of the function or power, is required to consider any matter relating to -
(a) a body corporate in securities of which he has a relevant interest;
(b) securities in which he has a relevant interest;
(c) securities of the same class as securities in which he has a relevant interest;
(ca) a futures contract in which the person has a relevant interest;
(cb) a futures contract that is of the same kind as a futures contract in which the person has a relevant interest;
(d) a person or body -
(i) by whom or by which he is employed or has been employed at any time during the immediately preceding 3 years; or
(ii) with whom or with which he is associated; or
(e) a body corporate that is related to a body corporate by which he is employed or has been employed at any time during the immediately preceding 3 years,
shall forthwith so inform the Commission in writing.

(2) A member or acting member of the Commission or a member of the staff of the Commission who, in the course of his official duties is required to consider any matter relating to -
(a) a person or body -
(i) by whom or by which he is employed or has been employed at any time during the immediately preceding 3 years; or
(ii) with whom or with which he is associated; or
(b) a body corporate that is related to a body corporate by which he is employed or has been employed at any time during the immediately preceding 3 years,
shall forthwith so inform the Commission in writing.

(3) It is a defence to a prosecution for an offence against this section in respect of a failure by a person to inform the Commission that he is required to consider a matter relating to a particular body corporate, a particular person, particular securities, or a particular futures contract, if the person establishes that, at the time when he was required to consider the matter, he was not aware of a fact or matter the existence of which obliged him to inform the Commission that he was required to consider the first-mentioned matter.

(4) The questions whether a person has a relevant interest in securities, or in a futures contract, whether a futures contract is of the same kind as another futures contract, whether a person is associated with a person or body and whether 2 bodies corporate are related to each other for the purposes of this section shall be determined as prescribed.

Penalty: $5,000 or imprisonment for one year, or both.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 51
Provisions relating to Ministerial Council

SECT

51. (1) A certificate purporting to be signed by a member of the Ministerial Council, or by a person authorized by the Ministerial Council to sign certificates for the purposes of this sub-section, stating that the Ministerial Council has made any nomination, appointment or recommendation, given any consent or direction, passed any resolution, done any other act or formed any opinion is, upon mere production, receivable as prima facie evidence of that fact.

(2) A certificate purporting to be signed by a member of the Ministerial Council stating that a specified person is authorized by the Ministerial Council to sign certificates for the purposes of sub-section (1) is, upon mere production, receivable as prima facie evidence that the person is so authorized.

(3) A function or power conferred by an Act on the Ministerial Council may, if the Ministerial Council has authorized a member of the Ministerial Council, or has authorized the Commission, to perform or exercise that function or power, be performed or exercised by that member or by the Commission, as the case may be.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 52
Annual report and financial statements

SECT

52. (1) The Commission shall, as soon as practicable after 30 June and not later than 31 October in each year -
(a) prepare a report of its operations during the year that ended on that 30 June together with financial statements in respect of that year in such form as the Ministerial Council approves; and
(b) submit the financial statements to the Auditor-General.

(2) The Auditor-General shall report to the Ministerial Council -
(a) whether, in his opinion, the statements are based on proper accounts and records;
(b) whether the statements are in agreement with the accounts and records;
(c) whether, in his opinion, the receipt, expenditure and investment of moneys, and the acquisition and disposal of assets, by the Commission 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 Ministerial Council.

(3) The Auditor-General shall send to the Commission his report under sub-section (2) and the Commission shall, as soon as practicable after receiving the report -
(a) submit its report and financial statements together with the report of the Auditor-General to the Ministerial Council; and
(b) submit to the Minister and to each State Minister a copy of its report and financial statements together with a copy of the report of the Auditor-General.

(4) The Minister shall cause copies of the report and financial statements of the Commission 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 him.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SECT 53
Regulations

SECT

53. (1) 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.

(2) Regulations providing for allowances and expenses for the purposes of sub-section 38 (3) may provide for those allowances and expenses by reference to a scale of expenses for witnesses who attend before a court specified in the regulations, being a federal court or the Supreme Court of a State or Territory.

(3) The regulations may be of general or specially limited application or may differ according to differences in time, place or circumstance.

(4) The power of the Governor-General to make regulations shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council.

NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979
- SCHEDULE

SCH

SCHEDULE Sub-section 3 (1)
AN AGREEMENT made the twenty-second day of December, One thousand nine hundred and seventy-eight, between -
THE COMMONWEALTH OF AUSTRALIA of the first part,
THE STATE OF NEW SOUTH WALES of the second part,
THE STATE OF VICTORIA of the third part,
THE STATE OF QUEENSLAND of the fourth part,
THE STATE OF SOUTH AUSTRALIA of the fifth part,
THE STATE OF WESTERN AUSTRALIA of the sixth part and
THE STATE OF TASMANIA of the seventh part.

WHEREAS -
(A) it is generally acknowledged in the interests of the public and of persons and authorities concerned with the administration of the laws
relating to -
(a) companies; and
(b) the regulation of the securities industry, that there should
be uniformity both in those laws and in their administration in the
States and Territories of Australia in order to promote commercial
certainty and bring about a reduction in business costs and greater
efficiency of the capital markets and that the confidence of investors
in the securities market should be maintained through suitable
provisions for investor protection;
(B) the Governments of the Commonwealth and of the States of Australia
are agreed that such uniformity will be achieved by establishing and
implementing a co-operative scheme the objectives of which are to ensure
that -
(a) the legislation relating to the scheme is, and continues to
be, uniform throughout Australia at all times;
(b) the legislation is administered on a uniform basis;
(c) the Commonwealth and the States are able to co-operate with
each other in regard to the matters to be provided in the legislation
and the way in which the legislation is administered;
(d) the legislation is capable of effective administration
throughout Australia with the minimum of procedural requirements and is
so administered; and
(e) changes in the legislation are proposed for consideration as
appropriate from time to time and amendments made when the need for
reform arises;
(C) as the result of conferences between their respective Ministers
the Governments have reached agreement on a scheme to achieve those
objectives;
(D) the essential element of the scheme is an agreement between the
Commonwealth and the States to provide for the introduction of
legislation, the establishment and operation of a Ministerial Council
and of a National Companies and Securities Commission and for matters
relating to the functioning of the scheme as hereinafter appears; and
(E) the funds and other resources required for the administration of
each State or Territory to carry out its functions in accordance with
the scheme are to be provided by the respective parties to that
agreement:
NOW IT IS HEREBY AGREED as follows:
PART 1 - INTERPRETATION
1. In this agreement, except where a contrary intention appears -
(a) "the Commonwealth" means the Commonwealth of Australia as a party to this
agreement;
(b) "State" means a State of the Commonwealth of Australia that is at
the relevant time a party to this agreement;
(c) "the States" means all the States that are for the time being parties to
this agreement;
and
(d) "Territory" includes, in addition to a mainland Territory, an
external Territory of the Commonwealth to which the operation of this
agreement is at any time and for the time being extended in accordance
with clause 50 and "Australia" extends to any such Territory.

2. In this agreement, unless the contrary intention appears or the context
otherwise requires -
"financial year" means a period of twelve months ending on a thirtieth
day of June and, where the relevant provision of this agreement is
applicable during part only of any such period, means the portion of the
period during which the provision so applies;
"the Commonwealth Acts" means the legislation of the Parliament of the
Commonwealth that is provided for by this agreement as amended from time
to time consistently with this agreement;
"the Interstate Corporate Affairs Agreement" means the agreement so
named made the 18th February 1974 between the States of New South Wales,
Victoria and Queensland to which the State of Western Australia has
become a party;
"the Ministerial Council" means the Ministerial Council for Companies
and Securities established by Part VII;
"the National Commission" means the National Companies and Securities
Commission to be established by the Commonwealth Acts; and
"the State Acts" means legislation of the Parliament of a State that
is provided for by this agreement as amended from time to time
consistently with this agreement.

3. In this agreement, unless a contrary intention appears -
(a) a reference to a Part is a reference to the relevant Part of this
agreement;
(b) a reference to a clause is a reference to the relevant clause of this
agreement; and
(c) a reference to a sub-clause is a reference to the relevant
sub-clause of the clause in which the reference appears or of such other
clause as the reference indicates.

PART II - OPERATION OF AGREEMENT
4. (1) This agreement shall come into force when it has been executed
by all of the parties hereinbefore designated.

(2) This agreement may, after its coming into force, be amended only
by the unanimous decision of all parties for the time being with
representatives in the Ministerial Council with a right to vote in
proceedings of that Council.

5. In the event that a State, including a State which has become a
party pursuant to clause 48, ceases to be a party, this agreement shall
nevertheless continue in force with respect to the Commonwealth and the
States which are parties when the cessation takes effect.

6. A State shall cease to be a party to this agreement if -
(a) the State, within a period of six months from the passage of the
Commonwealth legislation referred to in clause 8, or within such
extension or extensions of that period as may be unanimously approved by
the Ministerial Council, fails to secure the passage of the legislation
of that State provided for by clause 9; or
(b) the State withdraws from this agreement pursuant to Part XVI.

PART III - ESTABLISHMENT OF SCHEME
7. The Commonwealth and the States will take such action as is
provided for by this agreement and is otherwise requisite on their
respective parts to achieve the objectives set out in recital (B) by
initiating and operating the scheme of legislative and administrative
acts and procedures that is contemplated by this agreement.

PART IV - INITIAL LEGISLATION
8. (1) The Commonwealth will -
(a) submit to the Commonwealth Parliament legislation which has been
unanimously approved by the Ministerial Council to form the basis of the
scheme and take such steps as are appropriate to secure the passage of
the legislation; and
(b) submit to the Federal Executive Council for making by the
Governor-General regulations under that legislation which have been
unanimously approved by the Ministerial Council.

(2) The legislation and regulations provided for by sub-clause (1) shall -
(a) constitute the substantive law relating to companies and the
regulation of the securities industry that will apply to the Australian
Capital Territory and, subject to clause 49 and as contemplated by
clause 50, to other Territories;
(b) except to the extent that amendments are agreed upon by the
Ministerial Council or are required to give effect to Parts V and VI, be
substantially in conformity with the provisions of the Companies Acts,
Securities Industry Acts and Marketable Securities Acts in force at the
date of this agreement in the States which are the parties to the
Interstate Corporate Affairs Agreement;
(c) confer on the Ministerial Council such powers as may appropriately
be so conferred to give effect to its functions under and in accordance
with this agreement;
(d) establish the National Commission and make provision for and in relation
to its members;
(e) confer on the National Commission such functions and powers as, in
conjunction with functions and powers which are conferred on it by the
State Acts, will enable it to carry out its functions under and in
accordance with this agreement;
(f) make provision for and in relation to the staff of the National
Commission; and
(g) include provisions relating to the financial management,
proceedings, reports and records of the National Commission and for
matters that are necessary or incidental to the performance of its
functions.

9. Each State will as soon as practicable after the passage of the
Commonwealth Acts submit to the Parliament of the State and take such
steps as are appropriate to secure the passage of legislation which has
been unanimously approved by the Ministerial Council and which -
(a) to the extent necessary for the purposes of this agreement,
repeals, amends or modifies the operation of the legislation of the
State relating to companies and to the regulation of the securities
industry referred to in the Second Schedule and any regulations made
under that legislation;
(b) as from the coming into force of that legislation, applies, in
place of the legislation so repealed, amended or modified in operation,
the legislation relating to companies and to the regulation of the
securities industry enacted by the Parliament of the Commonwealth as
provided in paragraph (a) of sub-clause 8 (1) and, as from the
respective dates of that coming into force, any legislation from time to
time enacted in accordance with this agreement which amends, supplements
or is substituted for that legislation;
(c) applies, as from the coming into force of the legislation, the
regulations referred to in paragraph (b) of sub-clause 8 (1) and any
further regulations that amend or supplement or are substituted for
those regulations;
(d) authorizes such action as is requisite for the State to take under clause
7; and
(e) in the case of the States which are parties to the Interstate
Corporate Affairs Agreement, terminates the operation of that agreement.

10. (1) As at the date of execution of this agreement, the question of
the application, in respect of the scheme contemplated by this
agreement, of Commonwealth and State laws relating to the review of
administrative decisions, freedom of information and archives has not
been resolved.

(2) This question will be the subject of further enquiry and
subsequent agreement between the parties.

PART V - NAMES AND REGISTRATION
11. The legislation of the Commonwealth and of the States provided for
by Part IV (in this Part referred to as "the Commonwealth and State
legislation") shall include provisions under which, except with the
consent of the Ministerial Council -
(a) a company shall not be incorporated in any State or Territory
under a name which is undesirable or is a name of a kind which the
Ministerial Council has directed to be unacceptable;
(b) a body formed outside Australia shall not be registered as a
foreign company in any State or Territory under a name which is
undesirable or is a name or a name of a kind which the Ministerial
Council has directed to be unacceptable; and
(c) a body formed within Australia other than a company shall not be
entitled to be registered as a foreign company in any State or Territory
under a name which is undesirable or is a name or a name of a kind which
the Ministerial Council has directed to be unacceptable.

12. The Commonwealth and State legislation shall include provisions under
which -
(a) a body which immediately before the legislation provided for by
clauses 8 and 9 comes into force is -
(i) a company incorporated in a State or Territory;
(ii) a body formed outside Australia and registered as a foreign
company in a State or Territory;
(iii) a body formed within Australia other than a company and
registered as a foreign company in any State or Territory,
may carry on business or establish a place of business under the name by
which, and in any State or Territory in which, it is so incorporated or
is registered as a foreign company or in which it is a recognised
company and has reserved that name;
(b) a company incorporated in any State or Territory and a body formed
outside Australia which is registered as a foreign company in any State
or Territory may reserve its name in any other State or Territory if its
name is, in that other State or Territory, not undesirable and not a
name of a kind which the Ministerial Council has directed to be
unacceptable;
(c) a company or body which has reserved its name in a State or
Territory other than the State or Territory of its incorporation or
formation will not be required -
(i) to register in that other State or Territory in order to carry
on business or establish a place of business in that other State or
Territory; or
(ii) to lodge any documents in that other State or Territory for the
purpose of carrying on business or establishing a place of business in
that other State or Territory; and
(d) a body formed within Australia other than a company shall not be
entitled to carry on business or establish a place of business in any
State or Territory other than the State or Territory in which it is
formed unless it is registered in that other State or Territory as a
foreign company.

13. The Commonwealth and State legislation shall include provisions by virtue
of which -
(a) a company incorporated in a State or Territory;
(b) a body formed outside Australia and registered as a foreign
company in any State or Territory;
(c) a body formed within Australia other than a company and registered
as a foreign company in any State or Territory,
shall not, except with the consent of the Ministerial Council, change
its name to a name which, in any State or Territory in which it is
incorporated or in which its name is reserved, as a recognised company,
is undesirable or is a name or a name of a kind which the Ministerial
Council has directed to be unacceptable.

14. (1) The National Commission shall examine proposals that are from
time to time made for an alternative version of the provisions of the
Commonwealth and State legislation referred to in this Part, whether or
not those provisions have been enacted, or which have been included in
the Commonwealth and State legislation pursuant to those clauses and
furnish a report to the Ministerial Council on the proposals.

(2) A report by the National Commission on any proposal under
sub-clause (1) shall be furnished to the Ministerial Council within two
years after the proposal was made.

(3) The Ministerial Council shall give due consideration to a report
by the National Commission under sub-clauses (1) and (2) and may modify
any provision of the Commonwealth and State legislation or, if the
legislation has been enacted, approve an amendment thereof, having
regard to the modification proposed.

15. In this Part -
(a) "company" means a company incorporated under the Companies Act or
Companies Ordinance of a State or Territory and does not include a
Co-operative Company to which the Companies (Co-operative) Act 1943-1976
of the State of Western Australia (or that Act as subsequently amended)
applies.

(b) "body" includes a company except where a body other than a company
is referred to in which case the reference is to a corporation (other
than a company) or unincorporated organization which, if it is or were
not formed within a State or Territory, is or would be capable of
registration in the State or Territory as a foreign company.

PART VI - SPECIAL INVESTIGATIONS
16. The principles that will be adopted in the legislation of the
Commonwealth and of the States with respect to special investigations
shall be -
(a) that the power to order special investigations shall be
exercisable exclusively by the members of the Ministerial Council either
collectively as the Ministerial Council or individually; and
(b) that the National Commission shall have responsibility for the
appointment of inspectors and for the direction and co-ordination of
investigatory activities.

17. The principles in respect of special investigations shall be
applied by the legislation to the following effect:
(a) the Minister responsible for the administration of the State Acts
in respect of a State or the Commonwealth Acts in respect of a Territory
shall be empowered to order a special investigation where it appears to
that Minister in the public interest in respect of the State or the
Territory to do so;
(b) the Minister responsible for the administration of the
Commonwealth Acts shall be empowered to order a special investigation
where it appears to the Minister to be in the national interest to do
so;
(c) the Ministerial Council shall be empowered to order a special
investigation where in the circumstances it thinks fit;
(d) the National Commission, in performing its function as appointing
authority either where it will undertake the special investigation or
will appoint an inspector to do so, will be required -
(i) where the special investigation has been ordered by a Minister
without any request by the National Commission for the Minister to do
so, to act in accordance with the wishes of that Minister as to the
identity of the inspector and the terms and conditions of the
appointment;
(ii) in any other case, to have regard to the views of the
individual Minister or of the Ministerial Council, as the authority by
which the special investigation was ordered, as to the identity of the
inspector and the terms and conditions of the appointment; and
(iii) in the event of a disagreement with the Minister or the
Ministerial Council on a matter coming within sub-paragraph (ii), to
accept the decision of the Ministerial Council in the relevant respect;
(e) the National Commission shall be entitled to request an individual
Minister or the Ministerial Council, as the appropriate authority, to
order a special investigation;
(f) the power to publish the report of an inspector shall reside -
(i) in a case where the costs of the investigation are to be met by
the National Commission - in the Ministerial Council;
(ii) in any other case - in the Minister who ordered the investigation,
but, where an opinion of the relevant Law Officer of the Commonwealth or
of a State advising that the publication of the report would be
prejudicial to the administration of justice in a Territory or the State
has been made available to the Ministerial Council or the Minister
having the power to publish the report as the case may be, the power
shall not be exercised until a further opinion by the relevant Law
Officer is similarly made available to the effect that publication would
be no longer prejudicial to that administration of justice;
(g) where a special investigation has been ordered by a Minister
without any request by the National Commission for the Minister to do
so, that Minister, not the National Commission, shall, unless and until
the Ministerial Council subsequently approves the investigation, have in
relation to that investigation those powers and functions of "the
Minister" presently expressed in Part VIA of the Companies Act 1961 or
Division 2 of Part II of the Securities Industry Act 1975 of the State
of New South Wales, whichever is relevant, which are referred to in Part
2 of the First Schedule.

18. (1) The cost and expenses of and in connection with the carrying
out of a special investigation shall be borne -
(a) where the investigation was ordered by -
(i) the Ministerial Council;
(ii) an individual Minister at the request of the National Commission; or
(iii) an individual Minister but subsequently approved by the
Ministerial Council, by the National Commission;
(b) in all other cases - by the party to this agreement whose Minister
ordered the investigation.

(2) Moneys which are recovered in respect of the costs and expenses of
a special investigation shall be paid or credited to the National
Commission or to the party to this agreement according to the allocation
under sub-clause (1) of responsibility for those costs and expenses.

PART VII - ESTABLISHMENT OF MINISTERIAL COUNCIL
19. For the purposes of the scheme there shall be a Council of
Commonwealth and State Ministers to be known as the Ministerial Council
for Companies and Securities.

20. (1) The Ministerial Council shall consist of a member representing
each party for the time being to this agreement who, subject to
sub-clause (2), shall be the Minister of State of that party who is for
the time being responsible for administering the law relating to
companies and the regulation of the securities industry.

(2) A member of the Ministerial Council for the time being
representing a party to this agreement -
(a) may appoint a delegate who is another Minister of State of that
party to attend a meeting of the Ministerial Council in place of the
member; or
(b) shall, while a Minister of State of the party is for the time
being acting as the Minister who is referred to in sub-clause (1), be
the Minister who is so acting,
and references in this agreement (other than in this clause) to a member
of the Ministerial Council shall include a delegate in respect of
attendance at any such meeting or a Minister who is so acting.

PART VIII - FUNCTIONS OF MINISTERIAL COUNCIL
21. (1) The functions of the Ministerial Council shall be -
(a) to consider and to keep under review the formulation and operation
of the legislation and regulations provided for by this agreement; and
(b) to exercise general oversight and control over the implementation
and operation of the scheme.

(2) To assist the Ministerial Council in discharging its functions
under paragraph (a) of the previous sub-clause, there shall be a
Companies and Securities Law Review Committee -
(a) to carry out research into and advise on law reform in relation to
the legislation and regulations referred to in that paragraph;
(b) the number of the members of which is to be determined from time
to time by the Ministerial Council;
(c) the members of which are to be appointed and may be removed by the
Ministerial Council and will be engaged on terms and conditions
determined by the Ministerial Council.

22. (1) Without prejudice to the generality of clause 21, the
functions of the Ministerial Council shall include -
(a) consideration and approval of the Bills which will comprise the
Commonwealth legislation referred to in clause 8 and of the regulations
under that legislation;
(b) consideration and approval of the Bills of each State which will
comprise the State legislation referred to in clause 9 and of any
regulations under that legislation;
(c) consideration and approval of any amendments of, or of any
legislation proposed to supplement or be substituted for, the
Commonwealth Acts and the regulations for the time being in force
thereunder;
(d) consideration and approval of any amendments of, or of any
legislation proposed to supplement or be substituted for, the State Acts
and any regulations for the time being in force thereunder;
(e) general oversight, including budgetary control, over the
functioning of the National Commission; and
(f) giving directions to the National Commission in respect of any
policy or matter that comes within the functions of the National
Commission under the Commonwealth Acts or the State Acts.

(2) Subject to Part VI and clause 39, the functions of the Ministerial
Council under paragraph (f) of sub-clause (1) shall be an exclusive
function and the National Commission shall not be required to recognize
or acknowledge any other person or authority as empowered to give
directions to it in that respect.

23. The Ministerial Council shall be entitled to require the National
Commission to furnish a report to the Ministerial Council in relation
to -
(a) any policy which the National Commission is pursuing, or proposes
to pursue, including a report of the estimated financial effect on State
and Territory administrations of any policy or change in policy which
the National Commission proposes to pursue; and
(b) any other matter within the functions of the Ministerial Council
or of the National Commission.

24. The functions of the Ministerial Council shall not, except as
provided in clause 25, be able to be, and shall not be, delegated to any
Minister or to any other person or authority.

25. The Ministerial Council may itself exercise and, without
derogation from its power in that respect at any time, may from time to
time and for such time as it may determine, authorize any one or more of
its members or the National Commission to exercise a discretion arising
out of or relating to a matter or to matters specified in, and subject
to, Part 1 of the First Schedule to this agreement.

PART IX - PROCEEDINGS OF MINISTERIAL COUNCIL
26. (1) Ordinary meetings of the Ministerial Council (in this Part
called "Council") shall be held at such times and places as are from
time to time decided by Council but not less than four shall be held in
each calendar year.

(2) A special meeting of Council may be convened by any member by
notice of 14 days or of such other period as may be accepted by all
members for the purpose of the meeting.

(3) A special meeting shall not, except with the agreement of all
members of Council, consider a matter which has not been specified in or
at the time of the notice of the meeting.

27. The quorum for a meeting of Council shall be five members.

28. (1) The Chairman of a meeting of Council shall be decided by
Council prior to or, if not previously decided, at the meeting.

(2) At a meeting of Council the Chairman shall have a deliberative but not
casting vote.

29. (1) Except as otherwise provided in this clause, in paragraph (a)
of clause 6 and in clauses 8, 9 and 30, a resolution will be carried by
Council by a simple majority of members present and voting on the
resolution.

(2) A unanimous vote of all members of Council shall be required for
the passage of a resolution which -
(a) nominates a person for appointment as a member of the National
Commission;
(b) approves amendments of the Commonwealth Acts which will change the
number of members of the National Commission; or
(c) cancels the approval of any stock exchange in Australia.

30. A resolution which, without being considered at a meeting of
Council, is referred to all members of Council and of which a majority
of the members, or, if a unanimous vote is required for the passage of
the resolution, all the members indicate by telephone, teleprinter
message or other mode of communication to the National Commission that
they are in favour shall be as valid and effectual as if it had been
passed at a meeting of Council duly convened and held.

31. Subject to the foregoing provisions of this Part, Council may
determine its own procedure and for that purpose may make rules of
procedure, including rules relating to notices of meetings and conduct
of business at meetings and to voting by members under clause 30, and
may from time to time alter such rules.

PART X - NATIONAL COMPANIES AND SECURITIES COMMISSION
32. (1) Subject to this agreement, the functions of the National
Commission to be established by the Commonwealth Acts shall be to have
and to exercise, subject only to directions from time to time of the
Ministerial Council, responsibility for the entire area of policy and
administration with respect to company law and the regulation of the
securities industry.

(2) The National Commission shall be required by the Commonwealth Acts
to comply with directions that are from time to time given to it by the
Ministerial Council in accordance with the agreement or by a Minister
pursuant to sub-paragraph (d) (i) of clause 17, and in conformity with
the Commonwealth Acts and the State Acts.

(3) Without prejudice to the generality of sub-clause (1), the
functions of the National Commission shall, subject to paragraph 17 (g),
include the exercise of discretions in respect of the matters specified
in Part 2 of the First Schedule for the purposes of the operation of the
provisions by which those discretions are conferred.

33. (1) The National Commission shall be a body corporate under the
name National Companies and Securities Commission and shall consist of
not less than three and not more than five members (who shall be known
as members) and at least three members shall be full time members.

(2) The members shall be appointed by the Governor-General of the
Commonwealth on the nomination of the Ministerial Council.

(3) A Chairman and a Deputy Chairman of the National Commission shall
be appointed by the Governor-General from the full-time members for the
time being on the nomination of the Ministerial Council.

(4) In the event of a vacancy in the office of Chairman or the absence
of the Chairman from duty or from Australia the Deputy Chairman shall
act as Chairman and in the event of a vacancy in the office of Deputy
Chairman or a like absence of the Deputy Chairman a member who has been
nominated by the Ministerial Council to act as Chairman in that event
may so act.

(5) The qualifications of a person for appointment as member shall
include suitable experience in business, commerce, law, economics,
accounting or public administration.

(6) A member shall, subject to the provisions of the Commonwealth
Acts, hold office for such period not exceeding five years as is
specified upon appointment and shall be eligible for reappointment.

34. (1) The affairs of the National Commission shall be conducted at
meetings of members and in such other manner as is provided by the
Commonwealth Acts.

(2) The quorum for a meeting of the National Commission shall be three
members unless at the time the Commission consists of three members
only, in which case the quorum shall be two members.

(3) The Chairman of the National Commission or, in the absence of the
Chairman, the Deputy Chairman or Acting Deputy Chairman for the time
being will preside at meetings.

(4) The person presiding at a meeting shall have a deliberative but not a
casting vote.

35. (1) The National Commission shall have power to delegate any of
its functions, including the functions referred to in sub-clause 32 (3),
to an administration, or to an officer of an administration, of a State
or of a Territory.

(2) In performing its functions and exercising its powers, including
the power of delegation, the National Commission shall have regard to
the principle of the maximum development of a decentralized capacity to
interpret and promulgate the uniform policy and administration of the
scheme.

36. (1) The staff of the Commission shall consist of such persons as
are employed by it in accordance with the Commonwealth Acts and may
include persons who, by arrangement between the Commonwealth and a State
in accordance with the Commonwealth Acts and the State Acts, are
provided for the performance of services for the National Commission.

(2) The National Commission shall be empowered to arrange with the
Commonwealth or a State for the services of members of its staff to be
made available for the administration by the Commonwealth or the State
of company law or the regulation of the securities industry.

PART XI - STATE AND TERRITORY ADMINISTRATIONS
37. (1) The administration of company law and the regulation of the
securities industry within each State and Territory in accordance with
the scheme established under this agreement shall, to the maximum extent
practicable, be carried out by the entities and personnel of the State
or Territory administration but those entities and personnel shall in
the performance of those functions be subject to direction by the
National Commission.

(2) The power of the National Commission to give directions to a State
or Territory administration shall not apply to functions which that
administration performs under legislation or regulations other than that
of the Commonwealth and of the States provided for by clause 8 and by
paragraphs (b) and (c) of clause 9 respectively.

38. (1) The policy direction and general control over the
administration of company law and the regulation of the securities
industry throughout Australia by the Ministerial Council and by the
Commission in accordance with this agreement shall, subject to Part VI
and to clause 25 and to sub-clause (2), be exercised to the exclusion of
individual Ministerial direction and control by the responsible Minister
of the Commonwealth or of the State.

(2) The exercise of direction and control by the Ministerial Council
or by the National Commission referred to in sub-clause (1) shall not
extend to matters relating to the Australian Public Service or the
Public Service of a State or to the management and provisions of
facilities and services of the State or Territory administration or to
any functions of that administration that are not included within the
scope of operation of the scheme established under this agreement.

39. The Minister of the Commonwealth or of a State who has
administrative responsibility for company law and regulation of the
securities industry in a State or Territory shall be entitled to be
notified of, and to be given information concerning, any matter being
dealt with by the National Commission or the administration of the State
or the Territory and shall have the right to refer any matter arising
out of or in connexion with the Minister's responsibilities directly to
the National Commission or to the Ministerial Council for consideration.

40. Each party to this agreement will provide the funds and other
resources necessary for its State or Territory administration to carry
out the functions of that administration in accordance with the scheme
established under this agreement.

PART XII - FUNDING OF NATIONAL COMMISSION
41. (1) The funds required for the establishment and functioning of
the National Commission shall be provided in equal shares by the
Commonwealth as to one part and the States jointly as to the other part.

(2) The share of the States of the funds required during a financial
year shall be apportioned between the States in accordance with the same
proportions as the estimated population of each State on the 31st
December in the financial year as determined by the Australian
Statistician under section 9 of the States (Personal Income Tax Sharing)
Act 1976 of the Commonwealth Parliament bears to the total of the
estimated populations of all the States on that date as so determined.

(3) If the Northern Territory becomes a party to this agreement under
clause 49, the proportion of the share of the States which that
Territory is to provide for the purposes of subclause (2) shall be
calculated according to the population of that Territory as determined
from time to time by the Australian Statistician.

42. (1) The parties will, on or before a date to be agreed between
them, enter into an agreement relating to the sharing of relevant fees
among the parties in appropriate terms similar to those contained in the
agreement dated 15 January 1976 between the States of New South Wales,
Victoria, Queensland and Western Australia relating to the sharing of
fees for the purposes of the Interstate Corporate Affairs Agreement.

(2) The agreement entered into pursuant to the previous sub-clause
shall provide that it may be amended by the unanimous decision of the
Ministerial Council.

PART XIII - REPORTS AND STATEMENTS
43. (1) The National Commission shall be required by the Commonwealth
Acts to prepare, as soon as practicable after each financial year and
not later than the 31st October after the financial year, an annual
report and financial statements in respect of that year in such form as
is approved from time to time by the Ministerial Council.

(2) The report and financial statements in respect of each financial
year shall be submitted to -
(a) the responsible Minister of the Commonwealth for presentation to
the Commonwealth Parliament;
(b) each responsible Minister of a State for presentation to the State
Parliament; and
(c) the Ministerial Council.

PART XIV - AMENDMENT OF LEGISLATION
44. The following provisions shall apply with respect to the amendment
of the legislation of the Commonwealth and of the States provided for by
this agreement:
(a) The National Commission or any party to this agreement may at any
time submit to the Ministerial Council for consideration, or the
Ministerial Council may at any time of its own motion consider, a
proposal for the amendment of the Commonwealth Acts.

(b) In the event that any Bill to amend the Commonwealth Acts is
approved by the Ministerial Council, the Commonwealth will submit that
Bill to the Commonwealth Parliament and will take such steps as are
appropriate to secure the passage of the Bill.

(c) If a Bill has not been passed by the Commonwealth Parliament
within six months from the date on which it was approved by the
Ministerial Council, any State may submit to its Parliament and secure
the passage of separate legislation which amends the State Acts of that
State in such a manner as to give effect to the amendment which that
Bill would have made to the Commonwealth Acts.

45. (1) The National Commission or any party to this agreement may at
any time submit to the Ministerial Council for consideration, or the
Ministerial Council may at any time of its own motion consider, a
proposal for the amendment of the regulations made under the
Commonwealth Acts.

(2) In the event that any draft regulation to amend the Commonwealth
regulations to give effect to such a proposal is approved by the
Ministerial Council, the Commonwealth will submit the draft regulation
to the Executive Council for making by the Governor-General and will
take such steps as are appropriate to secure the making of that amending
regulation.

(3) If upon the expiration of six months from the date on which any
such amending regulation was approved by the Ministerial Council the
amending regulation has not been made or, having been made, is subject
to disallowance or has ceased to be in force by disallowance or for any
other reason, any State may cause a regulation to be made which amends
the regulations made under the State Act of the State in accordance with
the amending regulation that was approved by the Ministerial Council.

46. The Commonwealth will not -
(a) submit to the Commonwealth Parliament any Bill to amend the
Commonwealth Acts; or
(b) cause to be made any regulation which amends the regulations made
under the Commonwealth Act, unless the amendment which will be made by
the Bill or by the regulations, as the case may be, has been approved by
the Ministerial Council.

47. (1) The Commonwealth will not submit to its Parliament legislation
or take action for the making of regulations which will, upon coming
into force, negative the operation of the legislation referred to in
paragraph (a) of sub-clause 8 (1) or the regulations referred to in
paragraph (b) of that sub-clause or that legislation or those
regulations as amended from time to time in accordance with this
agreement.

(2) Subject to paragraph (c) of clause 44 and to sub-clause 45 (3), a
State will not submit to its Parliament legislation or take action for
the making of regulations which will, upon coming into force, negative
the operation of the legislation of the State which applies -
(a) the legislation referred to in paragraph (b) of clause 9; or
(b) the regulations referred to in paragraph (c) of clause 9.

PART XV - ACCESSION OF NEW STATES AND TERRITORIES
48. (1) A new State of the Commonwealth of Australia may become a
party to this agreement by signature on its behalf of a copy of this
agreement and notifying each party to this agreement in writing of the
signature and the date of signature and shall be deemed to have become a
party as from that date.

(2) Subject to sub-clause (3), the provisions of this agreement shall
apply to a new State which becomes a party as if it were named as a
party to this agreement.

(3) Paragraph (a) of clause 6 shall apply to a new State which becomes
a party as if the period of six months referred to therein was expressed
as commencing on the date that State becomes a party to this agreement.

49. (1) If administrative responsibility for company law and the
regulation of the securities industry in respect of the Northern
Territory has become vested in a Minister or Executive Officer who is
responsible to the Legislative Assembly of the Territory, the Northern
Territory shall be entitled to become a party to this agreement on the
basis set out in this clause.

(2) If the Northern Territory becomes a party pursuant to the previous
sub-clause -
(a) the appropriate Northern Territory representative shall be
entitled to participate in the proceedings of the Ministerial Council
but, subject to paragraph (c), shall not be entitled to vote as a member
of the Ministerial Council;
(b) subject to the previous paragraph, the provisions of this
agreement shall apply to the Northern Territory so far as is practicable
as if the Territory were a State and, to such extent as is appropriate,
the provisions of this agreement shall be read and construed and, if
necessary, modified to achieve that result; and
(c) the other parties to this agreement may unanimously agree that the
representative referred to in paragraph (a) shall be entitled to vote as
a member of the Ministerial Council.

(3) For the purposes of paragraph (b) of the previous sub-clause,
references in this agreement to the Parliament of a State shall be read
as references to the legislature of the Northern Territory and the
expression "the State Acts" shall include the legislation of or for the
Northern Territory which corresponds to the legislation of a State that
is provided for by this agreement.

(4) If the Northern Territory is, at the time when it becomes a State,
a party to this agreement, it shall continue as a party as though it had
become a party pursuant to clause 48.

50. If the Minister of State of the Commonwealth responsible for the
administration of company law and the regulation of the securities
industry considers that the operation of this agreement should be
extended to the administration of company law and the regulation of the
securities industry in an external Territory of the Commonwealth he may
notify the Ministerial Council in writing to that effect and, subject to
the passage by the Commonwealth Parliament of such legislation and the
making of such regulations as are necessary to achieve that result, the
provisions of this agreement shall apply to that Territory in the same
manner and to the same effect as they apply to the Australian Capital
Territory.

PART XVI - WITHDRAWAL OF A PARTY
51. (1) A party to this agreement may at any time by notice in writing
to the Ministerial Council withdraw from this agreement and shall cease
to be a party when the notice of withdrawal takes effect.

(2) Subject to sub-clause (3), a notice of withdrawal under this
clause shall take effect on a date to be specified in the notice which
is not less than one year from the date on which the notice is given.

(3) If the Commonwealth acts in breach of clause 46, a State may
withdraw from this agreement under sub-clause (1) by giving a notice of
withdrawal which refers to that breach and which takes effect forthwith.

FIRST SCHEDULE
PART 1 Clause 25
The matters for which immediately before the date of its repeal
provision was made by -
(a) sections 22, 69A and 353 and sub-sections 178 (4), 381 (1) and 381
(2) of the Companies Act 1961 of the State of New South Wales; and
(b) section 29 and sub-sections 21 (4), 127 (1) and 127 (2) of the
Securities Industry Act 1975 of the State of New South Wales.

The National Commission shall not be authorized to exercise the
discretion arising from section 29 of the said Securities Industry Act
1975.

PART 2 Clause 32 (3)
The matters for which immediately before the date of its repeal
provision was made by -
(a) sections 24, 79, 179, 179B, 180, 180V, 186, 374D and 374E,
sub-sections 44 (3), 80 (1A), 88 (1), 176 (5), 178 (1), 178 (1A), 178
(2), 178 (3), 178 (5), 178 (6), 178 (7), 178 (8), 178 (9), 178 (10), 224
(3), 334 (2) and 374 (2) and paragraphs 38 (7) (b), 74 (1) (e), 171 (1)
(b) and 339 (b) of the Companies Act 1961 of the State of New South
Wales; and
(b) sections 21 (other than sub-section (4)) 22, 24, 26 and 129,
sub-section 19 (5) and paragraph 17 (2) (a) of the Securities Industry
Act 1975 of the State of New South Wales.

SECOND SCHEDULE
STATE LEGISLATION Clause 9 (a)
New South Wales . . Companies Act 1961 Marketable Securities Act 1970
Securities Industry Act 1975
Queensland . . . . . Companies Act 1961-1975 Marketable Securities Act 1966
Securities Industry Act 1975
South Australia . . Companies Act 1962-1974 Marketable Securities Transfer Act
1967
Sharebrokers Act 1945
Tasmania . . . . . . Companies Act 1962 Marketable Securities Act 1971
Victoria . . . . . . Companies Act 1961 Marketable Securities Act 1970
Securities Industry Act 1975
Western Australia . Companies Act 1961-1975 Marketable Securities Transfer Act
1970
Securities Industry Act 1975
IN WITNESS WHEREOF this Agreement has been respectively signed for and on behalf of the
parties as at the day and year first above written.

SIGNED by the Right Honourable JOHN MALCOLM )
FRASER, Prime Minister of the Commonwealth of ) MALCOLM FRASER
Australia, in the presence of - )
WAL FIFE
SIGNED by the Honourable NEVILLE KENNETH )
WRAN, Premier of the State of New South Wales, in the ) NEVILLE WRAN
presence of -
B. DALE
SIGNED by the Honourable RUPERT JAMES )
HAMER, Premier of the State of Victoria, in the presence ) R.J. HAMER
of -
K.D. GREEN
SIGNED by the Honourable JOHANNES BJELKE- )
PETERSEN, Premier of the State of Queensland, in the ) JOH BJELKE-PETERSEN presence of -
H.J. TRELOAR
SIGNED by the Honourable DONALD ALLAN )
DUNSTAN, Premier of the State of South Australia, in ) DON DUNSTAN
the presence of -
BRUCE GUERIN
SIGNED by the Honourable SIR CHARLES WALTER )
MICHAEL COURT, Premier of the State of Western ) CHARLES COURT
Australia, in the presence of -
BRIAN V. JOHNSON
SIGNED by the Honourable DOUGLAS ACKLEY )
LOWE, Premier of the State of Tasmania, in the presence ) D.A. LOWE
of -
D. EWART