Bank of Western Australia Act 1995 (WA)

Western Australia Bank of Western Australia Act 1995 Western Australia Bank of Western Australia Act 1995 Contents Part 1 — Preliminary 1. Short title 2 2. Commencement 2 3. Terms used 2 4. Terms used: full privatisation, partial privatisation 2 Part 2 — Privatisation of the Bank 5. Terms used 4 6. Bank may be privatised 4 7. Method of privatisation 4 8. State's shareholding in partial privatisation 5 9. Day of privatisation 5 10. Powers of R & I Holdings and the Bank for purposes of privatisation 5 12. R & I Holdings and the Bank to consult 6 13. Proceeds of privatisation, application of 6 14. Disclosure of information 7 15. Auditor General may disclose information 7 16. Disclosing information obtained under s. 14 or 15, offence 8 17. R & I Holdings, Bank etc., functions of 8 18. Stamp duty exemption 8 Part 3 — Provisions applicable to Bank after privatisation Division 1 — Preliminary 19. Terms used 9 Division 2 — Guarantee 20. Guarantee by Treasurer for Bank 9 21. Charges for guarantee 11 22. Treasurer may require Bank to give information 11 Division 3 — Entrenched provisions in articles of association 23. Bank's articles of association to include certain provisions 12 24. Bank cannot alter or avoid s. 23 articles 13 25. Certain matters are excluded matters for Corporations Act 2001 (Cwlth) 13 26A. Expiry of Division 14 Division 4 — Use of names 26. Names Bank etc. cannot use 14 27. Use of former name and derivatives of it by others 14 Division 5 — Enforcement of Divisions 3 and 4 29. Enforcement of s. 23, 26 and 27 only by injunction 15 30. Enforcement of s. 23, 26 and 27, Supreme Court's powers for 15 Division 6 — Continuation of certain provisions 31. Terms used 16 32. Purpose of this Division 16 33. Evidentiary provisions 16 34. Administration etc. of capital stock, debentures and inscribed stock 17 35. Reference in document to officer of former Bank, effect of 17 36. Immunity etc. to continue 18 37. Former Bank to complete necessary transactions 18 Division 7 — Miscellaneous 38. Reference in document to former name, effect of 19 39. Non-compliance by Bank of Western Australia Ltd with certain provisions, effect of 19 Part 4 — State's shareholding in Bank on partial privatisation 40. Interpretation of s. 41 20 41. State's shareholding, Treasurer's functions as to 20 Part 5A — Provisions relating to transfer of BWA business and conduct of Bankwest business Division 1 — Preliminary 42A. Terms used 21 42B. Transfer of BWA business to CBA not prevented 22 42C. Liability of owners of Bankwest business if 2 or more owners 22 Division 2 — Long term obligations 42D. CBA to carry on banking business using Bankwest name 22 42E. Type and scale of Bankwest business 23 42F. Head office of Bankwest business 23 42G. Managing officer of Bankwest business 23 42H. Use of certain names prohibited 23 42I. Records of Bankwest business 24 Division 3 — Obligations relating to 5 year period after transfer day 42J. Minimum points of presence required 24 42K. Points of presence in regional areas not to be closed 24 42L. Head office personnel 25 42M. Local sponsorship and community development initiatives 25 Division 4 — Monitoring compliance 42N. Bankwest owner to give annual certificate of compliance with this Part 25 42O. Minister may require Bankwest owner to give information 26 Division 5 — Enforcement of Divisions 2, 3 and 4 42P. Methods of enforcement 28 42Q. Enforcement of Div. 2 and 4, Supreme Court's powers for 28 42R. Enforcement of Div. 3, Minister's powers for 29 Division 6 — Other provisions 42S. Transfer day, notification of 30 42T. Certain matters are excluded matters for Corporations Act 2001 (Cwlth) 31 Part 5 — General 42. Regulations 32 43. Bank of Western Australia Act 1990, transitional provisions for 32 44. Other Acts, transitional provisions 32 Schedule 1 — Provisions relating to Bank of Western Australia Act 1990 Division 2 — Transitional provisions 11. Terms used 33 12. Auditor General may disclose information 33 13. Payments under repealed s. 31 up to day of privatisation 33 14. Agreements under s. 33(4a) 34 15. Securities taken as agent of Crown 34 Schedule 2 — Provisions relating to other Acts Part B — Transitional provisions 1. Provision relating to Industry (Advances) Act 1947 35 2. Provisions relating to Superannuation and Family Benefits Act 1938 35 Notes Compilation table 37 Uncommenced provisions table 38 Other notes 38 Defined terms Western Australia Bank of Western Australia Act 1995 An Act to provide for the full or partial privatisation of Bank of Western Australia Ltd, to make provisions applicable to the bank after privatisation, to make provisions relating to the transfer of the bank's business and the conduct of an ongoing banking business, to amend the Bank of Western Australia Act 1990 and certain other Acts 1, and for related purposes. [Long title amended: No. 14 of 2012 s. 4.] Part 1 — Preliminary 1. Short title This Act may be cited as the Bank of Western Australia Act 1995. 2. Commencement (1) The long title, this Part, Part 2 (except section 11) and section 43(1) and (2) come into operation on the day on which this Act receives the Royal Assent. (2) Section 11 comes into operation on such day as is fixed by proclamation. (3) The other provisions of this Act come into operation on the day of privatisation. 3. Terms used In this Act, unless the contrary intention appears — day of privatisation means the day notified by the Treasurer under section 9; privatisation means full or partial privatisation as defined in section 4; public authority means a body corporate that — (a) is created by a written law; and (b) is an agent of the Crown; and (c) has power to acquire shares in a company. 4. Terms used: full privatisation, partial privatisation (1) For the purposes of this Act full privatisation occurs if, in accordance with a privatisation order under section 7 — (a) all of the shares in Bank of Western Australia Ltd become, after the day of privatisation, owned by persons other than the State; or (b) the business that is conducted by Bank of Western Australia Ltd becomes, after the day of privatisation, owned by one or more corporations all of the shares in which are held by persons other than the State. (2) For the purposes of this Act partial privatisation occurs if, in accordance with a privatisation order under section 7 — (a) some of the shares in Bank of Western Australia Ltd continue, after the day of privatisation, to be owned by the State; or (b) the business that is conducted by Bank of Western Australia Ltd becomes, after the day of privatisation, owned by one or more corporations some of the shares in which are held by the State. (3) References in subsections (1) and (2) to the State do not include a public authority that acquires shares in the Bank on or after the day of privatisation. Part 2 — Privatisation of the Bank 5. Terms used In this Part, unless the contrary intention appears — Bank means Bank of Western Australia Ltd referred to in section 22 of the existing Act; existing Act means the Bank of Western Australia Act 1990 2; private placement means the sale of shares in the Bank in a way that would not require R & I Holdings to lodge a notice under section 1043B of the Corporations Law (assuming it were not exempt from the requirements of Chapter 7 of that Law); privatisation order means an order, and any amendment to it, made under section 7; public float means the sale of shares in the Bank to the public in a way that would require R & I Holdings to lodge a notice under section 1043B of the Corporations Law (assuming it were not exempt from the requirements of Chapter 7 of that Law); R & I Holdings means the body corporate referred to in section 6 of the existing Act; voting share has the meaning given by section 9 of the Corporations Law. 6. Bank may be privatised (1) The Bank may be privatised in accordance with this Part. (2) This Part is to have effect despite section 26(4) or (5) of the existing Act. 7. Method of privatisation (1) The Treasurer may by order determine that the Bank is to be fully privatised or partially privatised — (a) by public float; or (b) by private placement; or (c) by some other means, or by any combination of the methods referred to in paragraphs (a), (b) and (c). (2) A privatisation order may contain such incidental or supplementary provisions as the Treasurer thinks fit. (3) The Treasurer may at any time before the day of privatisation amend or revoke a privatisation order. (4) A privatisation order and any amendment or revocation is to be published in the Gazette. 8. State's shareholding in partial privatisation A privatisation order that provides for the partial privatisation of the Bank is to specify the shareholding that is to be retained or held by the State and that is to vest in the Treasurer under section 41. 9. Day of privatisation (1) The Treasurer is to notify the day of privatisation in the Gazette. (2) The Treasurer may change the day notified under subsection (1) to a later day. (3) If the day is changed the Treasurer is to notify the change in the Gazette. (4) Property in shares in the Bank that passes from R & I Holdings to any person on the day of privatisation is to be taken to pass at the beginning of the day of privatisation. 10. Powers of R & I Holdings and the Bank for purposes of privatisation (1) R & I Holdings and the Bank are to do all things necessary or convenient to be done in order to comply with a privatisation order. (2) Without limiting the generality of subsection (1) R & I Holdings may — (a) enter into agreements including underwriting agreements; (b) issue or cause the issue of a prospectus or other document containing information for potential purchasers of shares in the Bank; (c) require the Bank to make application to the Australian Stock Exchange Limited for admission to the Official List of the Exchange and for official quotation of the shares in the Bank; (d) require the Bank to issue to it further shares pursuant to section 26 of the existing Act in such number and on such terms as to payment as may be agreed between R & I Holdings and the Bank or in the absence of agreement as may be determined by the Treasurer; (e) require the Bank to do anything else necessary or convenient to enable R & I Holdings to comply with a privatisation order. (3) The Bank is to comply with any requirement made under subsection (2). [11. Deleted: No. 8 of 2009 s. 24.] 12. R & I Holdings and the Bank to consult R & I Holdings and the board of directors of the Bank must consult fully in relation to all matters necessary or convenient to give effect to a privatisation order. 13. Proceeds of privatisation, application of (1) The proceeds of privatisation of the Bank are to be applied by R & I Holdings — (a) first, in meeting the expenses of privatisation as determined by the Treasurer; and (b) secondly, in the payment to Bank of Western Australia Ltd of any amount determined by the Treasurer; and (c) thirdly, in the repayment of the liabilities of R & I Holdings. (2) So much of the proceeds as is not applied under subsection (1) is to be paid into the Consolidated Account. [Section 13 amended: No. 77 of 2006 s. 4.] 14. Disclosure of information (1) A disclosure of information made in accordance with this section for the purposes of facilitating the privatisation of the Bank is not to be regarded — (a) as a breach of contract or confidence or otherwise as a civil wrong; or (b) as a contravention of section 232 of the Corporations Law. (2) Subsection (1) applies to a disclosure of information made by the Government, R & I Holdings or the Bank or by a person acting with the authority of the Government, R & I Holdings or the Bank but does not apply to any other person to whom the information is given. (3) Subsection (1) applies to confidential information or information not publicly known concerning the affairs of the Bank or of any subsidiary of the Bank or of any customer of the Bank or of any subsidiary. (4) This section has effect despite section 41 of the existing Act. (5) In subsection (3) Bank, subsidiary and customer have the same meanings as they have in section 41 of the existing Act. 15. Auditor General may disclose information Despite section 46(2) of the Auditor General Act 2006, the Auditor General may, for the purpose of facilitating the privatisation of the Bank, disclose to any person, or provide any person with access to, information in his or her possession or under his or her control. [Section 15 amended: No. 77 of 2006 Sch. 1 cl. 14.] 16. Disclosing information obtained under s. 14 or 15, offence A person who under section 14 or 15 — (a) obtains information in connection with the privatisation of the Bank; and (b) has agreed or is otherwise under a duty not to disclose the information to others, commits an offence if the person breaches the agreement or the duty without lawful excuse. Penalty: $100 000. 17. R & I Holdings, Bank etc., functions of In addition to their functions and powers under the existing Act, R & I Holdings, the Bank and the board of directors of the Bank — (a) have the respective functions conferred on them by this Part; and (b) may do, in the State or elsewhere, all things necessary or convenient to be done for or in connection with the performance of those functions. 18. Stamp duty exemption If the Bank is privatised either solely by public float or partly by public float and partly by private placement, stamp duty under the Stamp Act 1921 is not chargeable on any sale and transfer of shares in the Bank by R & I Holdings by way of such public float or private placement. Part 3 — Provisions applicable to Bank after privatisation Division 1 — Preliminary 19. Terms used In this Part, unless the contrary intention appears — 1990 Act means the Bank of Western Australia Act 1990 2; Bank means the public company registered under the Corporations Act 2001 (Commonwealth) by the name "Bank of Western Australia Ltd"; mandatory articles means the articles of association required by section 23(1); subsidiary means a company that is a subsidiary of the Bank as determined in accordance with the Corporations Act 2001 of the Commonwealth. [Section 19 amended: No. 10 of 2001 s. 17; No. 14 of 2012 s. 5.] Division 2 — Guarantee 20. Guarantee by Treasurer for Bank (1) Subject to subsections (2) and (4), the payment of the financial obligations of the Bank is guaranteed by the Treasurer. (2) The payment of money due — (a) by the Bank in respect of capital stock issued under section 29A of the Rural and Industries Bank Act 1944 3; or (b) by a subsidiary of the Bank; or (c) by the Bank in respect of any excluded debt, is not guaranteed under subsection (1). (3) In subsection (2)(c) excluded debt means any financial obligation incurred by Bank of Western Australia Ltd before the day of privatisation on terms which provide that a Treasurer's guarantee does not apply to the financial obligation. (4) On and from the day of privatisation the payment of the financial obligations of the Bank is guaranteed under subsection (1) to the extent set out in subsections (5) and (6) and to that extent only. (5) On and from the day of privatisation until the fifth anniversary of that day, the payment of money standing to the credit of any account with the Bank that was in existence as an account with Bank of Western Australia Ltd at the close of business on the day preceding the day of privatisation, other than a term deposit, continues to be guaranteed under subsection (1) to the extent of the amount calculated by deducting from the amount that was standing to the credit of the account at the close of business on the day preceding the day of privatisation the aggregate of all amounts debited to the account on or after the day of privatisation. (6) On and from the day of privatisation the payment of the financial obligations of the Bank (including contingent liabilities) continues to be guaranteed under subsection (1) to the extent that those obligations arise from — (a) any term deposit made with Bank of Western Australia Ltd, or other term liability incurred by Bank of Western Australia Ltd, before the day of privatisation; or (b) securities issued by Bank of Western Australia Ltd before the day of privatisation; or (c) a deed, agreement, instrument, undertaking or other document entered into, given or issued by Bank of Western Australia Ltd before the day of privatisation; or (d) any other event involving Bank of Western Australia Ltd which occurred, or arrangements which were entered into by that Bank, before the day of privatisation, other than an account to which subsection (5) applies. (7) References in subsection (6)(a), (b), (c) and (d) to the Bank include the Bank as constituted under the Rural and Industries Bank of Western Australia Act 1987 4 and the Rural and Industries Bank Act 1944 3. (8) Any liability of the Treasurer arising from the guarantee in subsection (1) is to be met out of the Consolidated Account which is appropriated to the necessary extent. [Section 20 amended: No. 77 of 2006 s. 4.] 21. Charges for guarantee (1) The Treasurer may from time to time, after consultation with the board of directors of the Bank, fix charges to be paid by the Bank to the Treasurer for the benefit of the Consolidated Account in respect of the guarantee under section 20. (2) The Treasurer may agree with the Bank that a charge fixed under subsection (1) will not be increased under that subsection for a stipulated period, and the exercise of the power in that subsection is subject to any such agreement. (3) Payments by the Bank to the Treasurer in respect of any such charges are required to be made at such times, and in such instalments, as the Treasurer determines. [Section 21 amended: No. 77 of 2006 s. 4.] 22. Treasurer may require Bank to give information (1) The Treasurer may request the Bank to give prescribed information to the Treasurer, including prescribed information by way of periodical returns at prescribed times, to enable the Treasurer to be informed of or assess the extent of the liability, or risk of or exposure to liability, from time to time existing under section 20. (2) The power in subsection (1) ceases to be exercisable on — (a) the day on which the guarantee under section 20(1) no longer applies to securities, term deposits or term borrowings; or (b) the fifth anniversary of the day of privatisation, whichever is the later. (3) A request under subsection (1) must — (a) be made by written notice given to the Bank; and (b) specify the time before which the information is to be given. (4) The Bank must comply with any request under subsection (1). (5) The Bank is to provide information under subsection (1) in a manner that does not disclose the identity and affairs of any person or might enable the identity and affairs of any person to be ascertained. Division 3 — Entrenched provisions in articles of association 5 23. Bank's articles of association to include certain provisions (1) The articles of association of the Bank must at all times — (a) require the Bank to be taken to be registered in Western Australia; and (b) require the Bank to carry on in Western Australia a banking business of substantially the same type as, and on a scale not significantly less than, the banking business conducted by Bank of Western Australia Ltd immediately before the day of privatisation; and (c) require that the head office of the Bank, that is the place where central management and control of the Bank are exercised, be located in Western Australia; and (d) require that — (i) at least a majority of the board of directors of the Bank; and (ii) the managing director, while holding office be ordinarily resident in Western Australia; and (e) prohibit the alteration of the mandatory articles by any means. (2) If there is any conflict or inconsistency between this Division and a provision of the memorandum or articles of association of the Bank, this Division prevails. (3) The articles of association of the Bank are to be taken — (a) to have been amended so as to include the provisions required by subsection (1); and (b) as amended, to bind the Bank and its members accordingly. [Section 23 amended: No. 10 of 2001 s. 18.] 24. Bank cannot alter or avoid s. 23 articles (1) A special resolution of the Bank that would, apart from this subsection, have the effect of altering the Bank's articles of association so that the articles would not comply with section 23 has no effect. (2) A special resolution or resolution of the Bank that — (a) would, if acted on and apart from this subsection, result in a contravention of section 23(1) or of the mandatory articles; or (b) would, apart from this subsection, ratify an act or omission that contravenes section 23(1) or the mandatory articles, has no effect. 25. Certain matters are excluded matters for Corporations Act 2001 (Cwlth) The following matters are declared to be excluded matters for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation to which Part 1.1A of that Act applies — (a) the articles of association of the Bank to the extent that they are governed by sections 23 and 24; (b) resolutions of the Bank to the extent that they are governed by section 24. [Section 25 inserted: No. 10 of 2001 s. 19.] 26A. Expiry of Division This Division expires at the beginning of the transfer day 5 (as defined in section 42A). [Section 26A inserted: No. 14 of 2012 s. 6.] Division 4 — Use of names 26. Names Bank etc. cannot use (1) The Bank or a subsidiary of the Bank must not use any name in connection with its business which suggests that it is associated with the Government. (2) The use of the name "Bank of Western Australia Ltd" or "BankWest" does not contravene subsection (1). 27. Use of former name and derivatives of it by others (1) A person must not — (a) use the name "The Rural and Industries Bank of Western Australia" or the name "R & I Bank of Western Australia Ltd"; or (b) use any company, corporate, business, trading or other name substantially similar to either of the names referred to in paragraph (a); or (c) use the prefix "R & I" as part of any bank description without the approval in writing of the Minister. (2) In subsection (1)(c) bank description means any company, corporate, business, trading or other name, or other trade description or symbol, used in connection with banking business or the provision of financial services. (3) The prohibition in subsection (1) extends to the Crown. (4) The use of names and descriptions, as governed by this section, is declared to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation to which Part 1.1A of that Act applies. [Section 27 amended: No. 10 of 2001 s. 20.] [28. Omitted under the Reprints Act 1984 s. 7(4)(e) 6.] Division 5 — Enforcement of Divisions 3 and 4 29. Enforcement of s. 23, 26 and 27 only by injunction The obligations created by sections 23 5, 26 and 27 are enforceable under section 30 and not otherwise. 30. Enforcement of s. 23, 26 and 27, Supreme Court's powers for (1) The Supreme Court may, on the application of the Minister, grant an injunction in such terms as the Court thinks fit where the Court is satisfied that the Bank or any person — (a) has done or omitted to do or is proposing or attempting to do or omit to do any thing that amounts to, or would amount to, a breach of section 23 5, 26 or 27 or of the mandatory articles; or (b) is involved in a breach of section 23 5, 26 or 27 or of the mandatory articles. (2) An interim or interlocutory injunction may be granted before final determination of an application. (3) If the Minister applies to the Court for an injunction under this section, the Court is not to require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages. (4) A reference in subsection (1) to a person being involved in a breach is a reference to a person who — (a) has aided, abetted, counselled or procured the breach; or (b) has induced the breach, whether by threats or promises or otherwise; or (c) has been in any way, directly or indirectly, knowingly concerned in, or party to, the breach; or (d) has conspired with others to effect the breach; or (e) has attempted to do any act of a kind referred to in paragraph (a), (b), (c) or (d). Division 6 — Continuation of certain provisions 31. Terms used In this Division — 1987 Act means the Rural and Industries Bank of Western Australia Act 1987 4; appointed day has the meaning given by section 4 of the 1990 Act; former Bank means the Bank as defined in section 3 of the 1987 Act. 32. Purpose of this Division This Division re‑enacts certain provisions of Schedule 2 to the 1990 Act 7, relating to the transition from the former Bank to Bank of Western Australia Ltd, so that they will continue in force despite the repeal of that Schedule. 33. Evidentiary provisions (1) Documentary or other evidence which would have been admissible for or against the interests of the former Bank if the 1990 Act had not been enacted is admissible for or against the interests of the Bank. (2) Sections 89 to 96 (inclusive) of the Evidence Act 1906 continue to apply with respect to the banker's books of the former Bank and to entries made in those banker's books before the appointed day. (3) In subsection (2) banker's books has the same meaning as in the Evidence Act 1906. 34. Administration etc. of capital stock, debentures and inscribed stock (1) The provisions of the repealed Acts relating to — (a) the administration of the capital stock, debentures and inscribed stock issued under section 29A or 30 of the Rural and Industries Bank Act 1944 3; and (b) the determination of rights and obligations in respect of the same, that applied to such capital stock, debentures and inscribed stock immediately before the appointed day are to be taken to be in force, with all necessary changes, so far as is necessary for the purposes referred to in paragraphs (a) and (b), but for no other purpose. (2) In subsection (1) the repealed Acts means — (a) the 1987 Act and the Act repealed by section 36 of that Act; (b) the Rural and Industries Bank of Western Australia Debentures and Inscribed Stock Regulations 1964; (c) the Rural and Industries Bank (Capital Stock) Regulations 1986. (3) The Governor may, by further regulations, amend or repeal the regulations referred to in subsection (2). 35. Reference in document to officer of former Bank, effect of A reference in any other Act, in any instrument made under any Act or in any instrument or document of any kind to the holder for the time being of a particular office of the former Bank is to be read, if there is no equivalent office of the Bank, as a reference to the managing director of the Bank. 36. Immunity etc. to continue Despite the repeal of the 1987 Act, where the former Bank had the benefit of any immunity or privilege in respect of an act, matter or thing done or omitted before the appointed day, that immunity or privilege continues in that respect for the benefit of the Bank. 37. Former Bank to complete necessary transactions (1) Despite the repeal of the 1987 Act the former Bank — (a) continues as if there had been no such repeal, for the purpose of performing the function described in subsection (2); and (b) has all such powers as are necessary or convenient for that purpose. (2) Where any asset, right or liability to which Schedule 2 to the 1990 Act applied could not be properly vested in or succeeded to by Bank of Western Australia Ltd by the operation of that Act (whether because the matter was governed otherwise than by the law of the State, or for any other reason) and the asset, right or liability was not vested in or succeeded to by Bank of Western Australia Ltd before the repeal of that Schedule the former Bank — (a) is to be taken to continue to hold or be liable for that asset, right or liability until the same is effectively vested in or succeeded to by the Bank; and (b) is to take all practicable steps for the purpose of securing that such asset, right or liability is effectively vested in or succeeded to by the Bank. (3) The former Bank is to perform the function described in subsection (2)(b) through the managing director of the Bank. (4) The performance of the functions of the former Bank under this section does not constitute or continue the former Bank as a bank and is not to be construed as the conduct of State banking or banking business by the former Bank. Division 7 — Miscellaneous 38. Reference in document to former name, effect of A reference in — (a) any Act or any other instrument made under any Act; or (b) a document of any kind, to the R & I Bank of Western Australia Ltd or to The Rural and Industries Bank of Western Australia or a predecessor of that Bank is to be construed as if it had been amended to be, or to include, a reference to the name of the Bank, except where the context requires otherwise. 39. Non-compliance by Bank of Western Australia Ltd with certain provisions, effect of A failure by Bank of Western Australia Ltd to comply with section 22(2)(b) or 30 or clause 2, 3 or 4 of Schedule 1 8 of the 1990 Act does not affect the validity or enforceability of any contract, arrangement or other transaction, and a person dealing with the Bank on any matter is not, and has never been, bound to inquire whether any such provision has been complied with in respect of that matter. Part 4 — State's shareholding in Bank on partial privatisation 40. Interpretation of s. 41 A reference to the Bank — (a) where it first occurs in section 41(1) is to Bank of Western Australia Ltd; and (b) elsewhere in that section is to the Bank as defined in section 19. 41. State's shareholding, Treasurer's functions as to (1) If the Bank is partially privatised the shareholding in the Bank specified under section 8 vests in the Treasurer by force of this section on the day of privatisation. (2) For the purpose of holding shares in the Bank under this section the Treasurer is a corporation sole with perpetual succession and an official seal. (3) The Treasurer may exercise any right, power or option attached to ownership of the shares in the Bank vested in him or her. (4) The Treasurer must not transfer or otherwise dispose of — (a) the shares that vest in the Treasurer under subsection (1); or (b) any further shares in the Bank that are taken up under subsection (3); or (c) any interest in the shares referred to in paragraphs (a) and (b). Part 5A — Provisions relating to transfer of BWA business and conduct of Bankwest business [Heading inserted: No. 14 of 2012 s. 7.] Division 1 — Preliminary [Heading inserted: No. 14 of 2012 s. 7.] 42A. Terms used In this Part — Bankwest business means the banking business carried on using the Bankwest name in accordance with section 42D(1); Bankwest name means — (a) the name "Bankwest"; or (b) any other name used by Bank of Western Australia Ltd in the conduct of the BWA business before the transfer day; or (c) a name that is substantially similar to, or a derivative of, a name referred to in paragraph (a) or (b); Bankwest owner means the person who, from time to time, owns the Bankwest business; BWA business means the banking business conducted by Bank of Western Australia Ltd ACN 050 494 454; CBA means Commonwealth Bank of Australia ACN 123 123 124; head office, of the Bankwest business, means the place where day‑to‑day management of that business is carried out; managing officer, of the Bankwest business, means the person responsible for the day‑to‑day management of that business; point of presence means premises used principally for the conduct of the Bankwest business with members of the public, and includes premises described as a Bankwest branch, Bankwest store or Bankwest business centre, but does not include the following — (a) an automatic teller machine; (b) premises described as a neighbourhood bank; (c) premises at which that business is conducted pursuant to an agency agreement; points of presence threshold means 88 points of presence; relevant period means the period of 5 years after the transfer day; transfer day means the day on which the certificate of transfer relating to the transfer of the BWA business to CBA comes into force under the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Commonwealth) Part 3 Division 3. [Section 42A inserted: No. 14 of 2012 s. 7.] 42B. Transfer of BWA business to CBA