Commonwealth: Australian Stock Exchange and National Guarantee Fund Act 1987 (Cth)

Australian Stock Exchange and National Guarantee Fund Act 1987 No. 6 of 1987 TABLE OF PROVISIONS PART I—PRELIMINARY Section 1. Short title 2. Commencement PART II—AMENDMENTS OF SECURITIES INDUSTRY ACT 1980 3. Principal Act 4. Interpretation 5. Insertion of new Part— PART IIa—AUSTRALIAN STOCK EXCHANGE LIMITED 36a. Interpretation 36b. Incorporation 36c. Names of Exchange and Exchange subsidiaries 36d. Additional functions and powers 36e. Memorandum, articles, listing rules and business rules of Exchange 36f. New memorandum and articles of nominated exchange 36g. Membership of Exchange 36h. Membership of nominated exchange 36j. Disciplinary proceedings in respect of past conduct of nominated exchange members 36k. Seat redemption scheme 36l. Exchange to take over main board listing agreements 36m. Transfer of certain assets of nominated exchange 36n. Transfer of Part VIII deposits held by nominated exchange 36p. How Parts VIII and IX apply in relation to a local Exchange subsidiary 36q. Appointment of new trustees of certain trusts 36r. Transfer of assets and liabilities of AASE 36s. Transfer of AASE employees 36t. Part not to prejudice corresponding provisions TABLE OF PROVISIONS—continued Section 6. Insertion of new section— 42b. Qualified privilege in respect of disciplinary proceedings 7. Repeal of sections 94a and 95 and substitution of new sections— 94a. Interpretation 95. Deposits to be lodged by member organisations 8. Deposit to be proportion of trust account balances 9. Deposits to be invested by stock exchange 10. Accounts in respect of deposits 11. Claims etc. not affected by this Part 12. Insertion of new section— 99a. Interpretation 13. Establishment of fidelity fund 14. Claims against the fund 15. Insertion of new Part— PART IXa—THE NATIONAL GUARANTEE FUND Division 1—Interpretation 122aa. Interpretation 122ab. Excluded persons 122ac. Becoming insolvent 122ad. Permitted investments Division 2—The Corporation 122ba. Ministerial Council to nominate 122bb. Functions and powers under Fund provisions 122bc. Commission to be notified of amendments to business rules Division 3—The Fund 122ca. Establishment 122cb. Property constituting Fund 122cc. Fund to be kept in separate bank account 122cd. Payments out of Fund 122da. Accounts of Fund 122db. Investment of Fund 122dc. Interest and profits from investment of Fund 122dd. Minimum amount of Fund Division 4—Levies where Fund less than Minimum Amount 122ea. Interpretation 122eb. Levy on reportable transactions 122ec. Payment by leviable dealer 122fa. Revocation of levy on reportable transactions 122fb. Levy on participating exchanges 122fc. Levy by participating exchange on members or member organisations Division 5—Securities Industry Development Accounts 122ga. Interpretation 122gb. Payments where Fund exceeds minimum amount 122gc. Payments into and out of development account 122gd. Investment 122ge. Accounts TABLE OF PROVISIONS—continued Division 6—Contract Guarantees Section 122h. Interpretation 122j. Claim by selling dealer in respect of default by buying dealer 122k. Claim by buying dealer in respect of default by selling dealer 122l. Claim by selling client in respect of default by selling dealer 122m. Claim by buying client in respect of default by buying dealer 122n. Cash settlement of claim where settlement documents unobtainable 122p. Making of claims Division 7—Claims in respect of Insolvent Members 122q. Interpretation 122r. Claim in respect of property entrusted to, or received by, dealer before dealer became insolvent 122s. Cash settlement of claims where property unobtainable 122t. Ordering of alternative claims and prevention of double recovery 122u. No claim in respect of money lent to dealer 122v. No claim in certain other cases 122w. Limits of compensation 122x. Making of claims Division 8—Claims under Divisions 6 and 7 122ya. Power of Corporation to allow and settle claim 122yb. Successful claimant entitled to costs and disbursements 122yc. Interest 122yd. Application of Fund in respect of certain claims 122ye. Allowing of claim not to constitute admission 122yf. Corporation to notify claimant where claim disallowed 122yg. Proceedings in the Court 122yh. Arbitration of amount of cash settlement of certain claims 122yj. Form of order of Court establishing claim 122yk. Power of Board to require production of securities etc. 122za. Subrogation of Corporation to claimant's rights etc. 122zb. Payment of claims only from Fund 122zc. Corporation may enter into contracts of insurance or indemnity 122zd. Instalment payments Division 9—Transitional 122ze. Interpretation 122zf. Assets and liabilities of transferring exchange's fidelity fund 122zg. Final accounts in respect of transferring exchange's fidelity fund 122zh. Application of liability provisions in relation to transferred claims PART III—AMENDMENTS OF COMPANIES (ACQUISITION OF SHARES) ACT 1980 16. Principal Act 17. Definitions 18. Other interpretative and evidentiary provisions 19. Take-over announcements 20. Declaration where take-over offers are conditional 21. Withdrawal of on-market offers 22. Suspension of acceptance of offers made by virtue of take-over announcement PART IV—AMENDMENTS OF COMPANIES ACT 1981 23. Principal Act 24. Interpretation 25. Copy of notice to be served on securities exchanges TABLE OF PROVISIONS—continued Section PART V—AMENDMENTS OF COMPANIES AND SECURITIES (INTERPRETATION AND MISCELLANEOUS PROVISIONS) ACT 1980 26. Principal Act 27. Definitions PART VI—AMENDMENTS OF NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979 28. Principal Act 29. Interpretation Australian Stock Exchange and National Guarantee Fund Act 1987 No. 6 of 1987 An Act to amend laws relating to companies and securities, and for related purposes [Assented to 13 March 1987] BE IT ENACTED by the Queen, and the Senate and the House of Representatives of the Commonwealth of Australia, as follows: PART I—PRELIMINARY Short title 1. This Act may be cited as the Australian Stock Exchange and National Guarantee Fund Act 1987. Commencement 2. (1) Subject to this section, the provisions of this Act shall come into operation on a day to be fixed by Proclamation. (2) Part I shall come into operation on the day on which this Act receives the Royal Assent. PART II—AMENDMENTS OF SECURITIES INDUSTRY ACT 1980 Principal Act 3. The Securities Industry Act 19801 is in this Part referred to as the Principal Act. Interpretation 4. Section 4 of the Principal Act is amended: (a) by inserting after the definition of "arbitrage transaction" in subsection (1) the following definition: " 'articles' means articles of association;"; (b) by omitting from subsection (1) the definition of "business rules" and substituting the following definition: " 'business rules', in relation to a body corporate, means: (a) in the case of a body corporate that maintains or provides, or proposes to maintain or provide, a stock market—the provisions of the constituent documents of the body corporate and any other rules, regulations or by-laws made by the body corporate, other than rules, regulations or by-laws that are listing rules of the body corporate; and (b) in any other case—the provisions of the constituent documents of the body corporate and any other rules, regulations or by-laws made by the body corporate;"; (c) by omitting from subsection (1) the definition of "committee" and substituting the following definitions: " 'committee', in relation to a body corporate, means the committee of management, board of directors, council or other governing authority of the body corporate; 'Corporation' means a body corporate in relation to which a nomination as the National Securities Exchanges Guarantee Corporation is in force under subsection 122ba (1);"; (d) by inserting after the definition of "director" in subsection (1) the following definitions: " 'Exchange' means Australian Stock Exchange Limited; 'Exchange subsidiary' means a securities exchange, or a recognised securities exchange, that is a subsidiary of the Exchange;"; (e) by omitting from subsection (1) the definition of "function" and substituting the following definitions: " 'fidelity fund', in relation to a securities exchange, means the fidelity fund (if any) that section 100 requires or required the securities exchange to establish and keep; 'function' includes a duty; 'Fund' means the National Guarantee Fund established under subsection 122ca (1);"; (f) by inserting after the definition of "listing rules" in subsection (1) the following definition: " 'local Exchange subsidiary' means a securities exchange that is an Exchange subsidiary;"; (g) by omitting from subsection (1) the definitions of "member" and "member firm" and substituting the following definitions: "member', in relation to a securities exchange or a recognised securities exchange, means, except in the definition of 'member organisation' and in Part IIa, a person who is, or who is a partner in, a member organisation of the securities exchange or recognised securities exchange; 'member firm', in relation to a securities exchange or a recognised securities exchange, means a partnership that is a member organisation of the securities exchange or recognised securities exchange; 'member organisation', in relation to a securities exchange or a recognised securities exchange, means: (a) a member of the securities exchange or recognised securities exchange who or that carries on a business of dealing in securities on his, her or its own account and not in partnership; or (b) a partnership that carries on a business of dealing in securities and is recognised by the securities exchange or recognised securities exchange as a member organisation or member firm; 'memorandum' means memorandum of association;"; (h) by inserting after the definition of "recognized licensee" in subsection (1) the following definitions: " 'recognised securities exchange' means a body corporate that is a securities exchange for the purposes of a corresponding law of a participating State or participating Territory; 'recognised stock exchange' means a body corporate that is a stock exchange for the purposes of a corresponding law of a participating State or participating Territory;"; (j) by omitting from subsection (1) the definition of "sole trader" and substituting the following definition: " 'sole trader' means a person who is a member organisation of a securities exchange or of a recognised securities exchange;"; and (k) by omitting from subsection (1) the definition of "stock exchange" and substituting the following definition: " 'stock exchange' means: (a) the Exchange; or (b) a body corporate that is approved by the Ministerial Council under section 38;". 5. After section 36 of the Principal Act the following Part is inserted: "PART IIA—AUSTRALIAN STOCK EXCHANGE LIMITED Interpretation "36a. (1) In this Part: 'AASE' means Australian Associated Stock Exchanges; 'nominated exchange' means the stock exchange (if any) nominated by AASE, for the purposes of this Part, by notice in writing lodged with the Commission before the relevant commencement; 'relevant commencement' means the commencement of section 5 of the Australian Stock Exchange and National Guarantee Fund Act 1987. "(2) A person who contravenes a provision of this Part is guilty of an offence neither by virtue of that provision nor by virtue of section 141. Incorporation "36b. (1) A body corporate by the name of Australian Stock Exchange Limited is incorporated in the Australian Capital Territory. "(2) Subject to this Part, the Exchange shall be deemed for the purposes of a relevant Act to be incorporated under the Companies Act 1981 and to be a company limited by guarantee. "(3) Notwithstanding anything in this Act, the Exchange shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory to have been incorporated or established for a public purpose or for a purpose of the Commonwealth. Names of Exchange and Exchange subsidiaries "36c. (1) The name 'Australian Stock Exchange Limited' shall be deemed to have been registered at the relevant commencement, in respect of the Exchange, under subsection 40 (4) of the Companies Act 1981. "(2) The names: (a) 'Australian Stock Exchange (Adelaide) Limited'; (b) 'Australian Stock Exchange (Brisbane) Limited'; (c) 'Australian Stock Exchange (Hobart) Limited'; (d) 'Australian Stock Exchange (Melbourne) Limited'; (e) 'Australian Stock Exchange (Perth) Limited'; and (f) 'Australian Stock Exchange (Sydney) Limited'; shall be deemed to have been registered at the relevant commencement under section 45 of the Companies Act 1981 in respect of: (g) The Stock Exchange of Adelaide Limited; (h) The Brisbane Stock Exchange Limited; (j) The Hobart Stock Exchange Limited; (k) The Stock Exchange of Melbourne Limited; (m) The Stock Exchange of Perth Limited; and (n) The Sydney Stock Exchange Limited; respectively. "(3) The registration, under Division 2 of Part III of the Companies Act 1981, of each of the names referred to in paragraphs (2) (g) to (n), inclusive, shall be deemed to have been cancelled at the relevant commencement under that Division. "(4) This section has effect notwithstanding anything in Division 2 of Part III of the Companies Act 1981, but nothing in this section prevents the cancellation, in accordance with that Division, of the registration of a name. Additional functions and powers "36d. (1) In addition to the legal capacity and powers that it has by virtue of section 67 of the Companies Act 1981, the Exchange: (a) has such functions and powers as are conferred on it by a relevant Act; and (b) shall perform any functions, and may exercise any powers, that are conferred, or expressed to be conferred, on it by a State Act or by a regulation or other instrument made under, or by virtue of, a State Act. "(2) Section 68 of the Companies Act 1981 does not apply in relation to a function or power conferred, or expressed to be conferred, as mentioned in paragraph (1) (a) or (b) of this section. "(3) Except so far as the contrary intention appears, a reference in this Act to functions or powers of the Exchange includes a reference to functions or powers conferred, or expressed to be conferred, as mentioned in paragraph (1) (a) or (b). Memorandum, articles, listing rules and business rules of Exchange "36e. (1) The memorandum of the Exchange is the proposed memorandum of the Exchange that AASE lodged with the Commission before the relevant commencement. "(2) The articles of the Exchange are the proposed articles of the Exchange that AASE lodged with the Commission before the relevant commencement. "(3) The memorandum and articles of the Exchange shall be deemed to have been registered at the relevant commencement under the Companies Act 1981 and that Act has effect accordingly. "(4) As from the relevant commencement, the proposed listing rules, and the proposed business rules, of the Exchange that AASE lodged with the Commission before that commencement shall be deemed for the purposes of a relevant Act to be rules made by the Exchange at that commencement under its articles. New memorandum and articles of nominated exchange "36f. (1) As from the relevant commencement, the memorandum of the nominated exchange is the proposed new memorandum of the nominated exchange that AASE lodged with the Commission before that commencement. "(2) As from the relevant commencement, the articles of the nominated exchange are the proposed new articles of the nominated exchange that AASE lodged with the Commission before that commencement. "(3) This section has effect notwithstanding anything in the Companies Act 1981 but, as from the relevant commencement, that Act applies in relation to the memorandum and articles of the nominated exchange as if they had been registered as such under that Act. Membership of Exchange "36g. (1) A person who immediately before the relevant commencement was a member of the nominated exchange otherwise than by reason only of being, for the purposes of the nominated exchange's articles, a Registered Options Member becomes at that commencement a member of the Exchange. "(2) A person of a kind declared, by a provision of a law of a participating State or participating Territory that corresponds with subsection (1), to become at the relevant commencement a member of the Exchange becomes at that commencement a member of the Exchange. "(3) Subject to this Act, a person of a kind referred to in subsection (1) or (2) is, in respect of membership of the Exchange, entitled to the same rights, privileges and benefits, and subject to the same duties, liabilities and obligations, as if the person had become a member of the Exchange in accordance with the Exchange's business rules. Membership of nominated exchange "36h. (1) A person who immediately before the relevant commencement was a member of the nominated exchange ceases at that commencement to be such a member. "(2) Notwithstanding section 360 of the Companies Act 1981, a person who ceases by virtue of subsection (1) of this section to be a member of the nominated exchange is not by virtue of having been such a member liable to contribute to the property of the nominated exchange if the nominated exchange is wound up. "(3) The Exchange becomes at the relevant commencement a member of the nominated exchange. "(4) The Exchange becomes at the relevant commencement a member of each body corporate of which the Exchange is declared, by a provision of a law of a participating State or participating Territory that corresponds with subsection (3), to become a member at that commencement. "(5) In respect of membership of the nominated exchange, the Exchange is entitled to the same rights, privileges and benefits, and subject to the same duties, liabilities and obligations, as if the Exchange had become a member of the nominated exchange in accordance with the nominated exchange's business rules. "(6) After the relevant commencement, a person other than the Exchange is not capable of being a member of the nominated exchange. "(7) Subsection 82 (1) of the Companies Act 1981 does not apply in relation to a company within the meaning of that Act if, and for so long only as, the company is an Exchange subsidiary. "(8) A body corporate that is at a particular time: (a) a company within the meaning of the Companies Act 1981; and (b) an Exchange subsidiary; shall be deemed, for the purposes only of section 250 of that Act, to be at that time an exempt proprietary company. "(9) A person who immediately before the relevant commencement was a director of the nominated exchange ceases at that commencement to be such a director. "(10) Subsection 219 (1) of the Companies Act 1981 does not, at any time during the period of 14 days beginning at the relevant commencement, apply in relation to a company within the meaning of that Act that is an Exchange subsidiary. Disciplinary proceedings in respect of past conduct of nominated exchange members "36j. (1) In this section, unless the contrary intention appears: 'AASE exchange' means: (a) the nominated exchange; or (b) a body corporate that is the nominated exchange for the purposes of the provisions of a law of a participating State or participating Territory that correspond with this Part; 'applied rules' means the former rules as they have effect by virtue of this section; 'corresponding provision' means a provision of a law of a participating State or participating Territory that corresponds with this section; 'disciplinary proceeding' means: (a) a proceeding that was begun under the former rules and might, if this Part had not been enacted, have resulted in the disciplining of a member for past conduct; (b) a proceeding that is begun under the applied rules and may result in the disciplining of a member for past conduct; (c) an appeal begun under the former rules, or the applied rules, from a proceeding of the kind referred to in paragraph (a); (d) an appeal begun under the applied rules from a proceeding of a kind referred to in paragraph (b); or (e) a proceeding in a court, whenever begun, arising out of, or otherwise connected with, a proceeding or appeal of a kind referred to in paragraph (a), (b), (c) or (d); 'disciplining', in relation to a member, includes expulsion from, or suspension of, membership of the nominated exchange or the Exchange; 'former rules' means the nominated exchange's business rules as in force at any time before the relevant commencement; 'member' means a person who is or has been: (a) a member of the nominated exchange; or (b) under an obligation to comply with, observe, enforce, or give effect to, the former rules; 'past conduct' means an act done, or omitted to be done, before the relevant commencement; 'relevant time' means the time immediately before the relevant commencement. "(2) This section has effect notwithstanding section 36f. "(3) The former rules continue after the relevant commencement to have in relation to past conduct the effect that, at the relevant time, they had in relation to that past conduct. "(4) For the purposes of a disciplinary proceeding begun before the relevant commencement, the former rules continue after that commencement to have the effect that, at the relevant time, they had for the purposes of that disciplinary proceeding. "(5) For the purposes of a disciplinary proceeding begun after the relevant commencement, the former rules have the effect that, if that disciplinary proceeding had begun at the relevant time, they would have had at that time for the purposes of that disciplinary proceeding. "(6) The former rules have effect by virtue of subsections (3), (4) and (5): (a) subject to paragraph (b) of this subsection, as if a reference in the former rules to the nominated exchange or to an AASE exchange were, except in relation to a time before the relevant commencement, a reference to the Exchange; (b) as if a reference in the former rules to the former rules, or to a provision of the former rules, were, except in relation to a time before that commencement, a reference to the former rules as they have effect, or to that provision as it has effect, as the case may be, by virtue of this section; and (c) with such other modifications as the circumstances require. "(7) The applied rules within the meaning of this section or of a corresponding provision bind an eligible person to the same extent, and in the same manner, as if they were contained in the Exchange's business rules. "(8) In subsection (7), 'eligible person' means the Exchange or a person who is or has been: (a) a member of the Exchange; or (b) under an obligation to comply with, observe, enforce, or give effect to, the Exchange's business rules. "(9) Without limiting the generality of subsection (7), section 42 applies in relation to the applied rules within the meaning of this section or of a corresponding provision as if they were contained in the Exchange's business rules. "(10) At the relevant commencement, the Exchange is substituted for the nominated exchange as a party to each disciplinary proceeding. "(11) As from the relevant commencement, the Exchange has, subject to this section, the same rights in a disciplinary proceeding as the party for which it was substituted by virtue of subsection (10). "(12) Where: (a) under an AASE exchange's business rules as in force at any time before the relevant commencement, a person was: (i) suspended for a specified period from some or all of the rights of membership of that AASE exchange; or (ii) prohibited for a specified period from transacting business with or through a member or member organisation of an AASE exchange; and (b) as at that commencement, the specified period has not ended; then, as from that commencement: (c) the person is, throughout the remainder of the specified period, suspended from the corresponding rights of membership of the Exchange, or prohibited from transacting business with or through a member or member organisation of the Exchange, as the case may be; and (d) the suspension or prohibition referred to in paragraph (c) is subject to the terms and conditions (if any), with such modifications as the circumstances require, to which the suspension or prohibition referred to in paragraph (a) was subject immediately before the relevant commencement. Seat redemption scheme "36k. (1) In this section: 'available money' means: (a) if the Commission determines an amount in writing for the purposes of this paragraph—so much of the amount that the nominated exchange pays to the Exchange under subsection 36m (3) as does not exceed the amount that the Commission so determines; (b) amounts of levies imposed: (i) under the Exchange's business rules; (ii) on local members; and (iii) for the purposes of enabling the Exchange to comply with the Scheme; (c) fees payable, in respect of their admission to membership of the Exchange, by persons who immediately after their admission are local members; and (d) the interest and profits accruing from the investment of money that is available money by virtue of a previous application or previous applications of this definition; 'eligible person' means a person who was throughout the relevant period a member of the nominated exchange; 'local member' means a member of the Exchange whose Home Jurisdiction for the purposes of the Exchange's articles is the Territory; 'relevant period' means the period commencing immediately before 1 July 1983 and ending immediately before the relevant commencement; 'Scheme' means the seat redemption scheme (if any) of the nominated exchange, being the scheme particulars of which are set out in the notice referred to in the definition of 'nominated exchange' in subsection 36a (1). "(2) After the relevant commencement, the Scheme has effect, with such modifications as the circumstances require, as if the Exchange were substituted for the nominated exchange as a party to the Scheme and, except in relation to a time before that commencement: (a) a reference in the provisions of the Scheme to the nominated exchange or to the committee of the nominated exchange were a reference to the Exchange, or to the committee of the Exchange, as the case may be; and (b) a reference in the provisions of the Scheme to a person ceasing to be a member of the nominated exchange were a reference to an eligible person ceasing to be a member of the Exchange. "(3) An eligible person shall not, by reason only of ceasing by virtue of subsection 36h (1) to be a member of the nominated exchange, be taken for the purposes of the Scheme to have ceased to be a member of the nominated exchange. "(4) Notwithstanding anything in the Scheme, amounts that the Exchange becomes liable to pay under the Scheme shall be paid only out of available money. Exchange to take over main board listing agreements "36l. (1) In this section: 'listed body' means a body corporate, government, unincorporated body or other person; 'main board listing agreement' means an agreement: (a) that is or has been in force between the nominated exchange and a listed body; (b) that relates or related to the admission of the listed body to the official list of the nominated exchange; and (c) under or by virtue of which the listed body is or was under an obligation to comply with, observe, or give effect to, the Listing Requirements of AASE, as adopted as listing rules of the nominated exchange. "(2) After the relevant commencement, a main board listing agreement in force immediately before that commencement has effect, with such modifications as the circumstances require, as if the Exchange were substituted for the nominated exchange as a party to the agreement and, except in relation to a time before that commencement: (a) a reference in the provisions of the agreement to the nominated exchange were a reference to the Exchange; (b) a reference in the provisions of the agreement to the Listing Requirements of AASE, or to listing rules of the nominated exchange, were a reference to the listing rules of the Exchange; and (c) a reference in the provisions of the agreement to the official list of the nominated exchange were a reference to the official list of the Exchange. "(3) Where, immediately before the relevant commencement, proceedings: (a) to which the nominated exchange was a party; and (b) that arose out of, or were otherwise connected with, a main board listing agreement; were pending in a court or tribunal, the Exchange shall indemnify the nominated exchange in respect of all liabilities, expenses, costs or charges incurred by the nominated exchange: (c) as a party to the proceedings; (d) in complying with a judgment or other order given in the proceedings; or (e) otherwise in connection with the proceedings. Transfer of certain assets of nominated exchange "36m. (1) Within 3 months after the relevant commencement, the Commission shall, after consulting with the Exchange, determine in writing an amount for the purposes of this section. "(2) The Commission shall: (a) give to the Exchange and to the nominated exchange a copy of its determination under this section; and (b) cause a copy of the determination to be published in the Gazette; but failure by the Commission to comply with this subsection does not affect the validity of the determination. "(3) The nominated exchange shall, within 14 days after receiving the Commission's determination under this section, pay to the Exchange the amount specified in the determination. Transfer of Part VIII deposits held by nominated exchange "36n. (1) In this section: 'outstanding deposit', in relation to a relevant member, means a deposit that: (a) the relevant member lodged under Part VIII with the nominated exchange before the relevant commencement; and (b) the nominated exchange held, immediately before that commencement, on trust for the relevant member; 'relevant member' means a member organisation of the Exchange that was, immediately before the relevant commencement, a member organisation of the nominated exchange. "(2) An outstanding deposit in relation to a relevant member: (a) vests in the Exchange at the relevant commencement; and (b) as from that commencement, is held on trust by the Exchange for the relevant member as if the relevant member had lodged the deposit with the Exchange under Part VIII. "(3) Property in which an outstanding deposit in relation to a relevant member has, before the relevant commencement, been invested by the nominated exchange and that was held by the nominated exchange immediately before that commencement vests at that commencement in the Exchange. "(4) For the purposes of the application of Part VIII after the relevant commencement in relation to an outstanding deposit in relation to a relevant member, the relevant member shall be deemed to have lodged and maintained the deposit with the Exchange under that Part. How Parts VIII and IX apply in relation to a local Exchange subsidiary "36p. (1) Subsections (2) and (3) have effect throughout the period beginning at the relevant commencement and ending on the day on which the Ministerial Council first makes a nomination under subsection 122ba (1). "(2) The Exchange shall pay money received by way of interest in respect of amounts invested by it under subsection 97 (1) into the fidelity fund of a local Exchange subsidiary. "(3) The fidelity fund of a local Exchange subsidiary shall guarantee the repayment by the Exchange of the amount of a deposit received by the Exchange under Part VIII. "(4) After the relevant commencement, Part IX applies in relation to a local Exchange subsidiary, with such modifications as the circumstances require, as if: (a) subject to this subsection, a reference in that Part (other than section 99a, 100 or 112) to a securities exchange were a reference to that subsidiary; (b) a reference in paragraph 101 (c) or (e) or section 109 to a securities exchange included a reference to the Exchange; (c) a reference in that Part to a member of a securities exchange were a reference to a person who is, or who is a partner in, a local member organisation; (d) a reference in that Part to a member firm, in relation to a securities exchange, were a reference to a partnership that is a local member organisation; (e) a reference in that Part to a sole trader were a reference to a person who is a local member organisation; and (f) a reference in subsection 106 (1) to a person being admitted to membership of a securities exchange were a reference to a person becoming at a particular time (otherwise than by virtue of section 36g or a provision of a law of a participating State or participating Territory that corresponds with that section) a member of the Exchange in circumstances where, immediately after that time, the person's Home Jurisdiction for the purposes of the Exchange's articles is the Territory. "(5) In sub-section (4), 'local member organisation' means a member organisation of the Exchange whose Home Jurisdiction for the purposes of the Exchange's articles is the Territory. "(6) In addition to the effect that sections 111 to 120, inclusive, have in relation to a local Exchange subsidiary by virtue of subsection (4) of this section, those sections continue after the relevant commencement to have in relation to that subsidiary the effect they would so have if that subsection had not been enacted. Appointment of new trustees of certain trusts "36q. (1) In this section: 'eligible body' means: (a) AASE; (b) the nominated exchange; (c) a body corporate that is the nominated exchange for the purposes of the provisions of a law of a participating State or participating Territory that correspond with this Part; or (d) a subsidiary of AASE, of the nominated exchange or of a body corporate of a kind referred to in paragraph (c); 'eligible employee' means an employee of an eligible body; 'eligible trust' means: (a) a trust established in connection with the affairs of an eligible body; or (b) a trust that is a provident, benefit, superannuation or retirement fund established for the benefit of a class of eligible employees; 'trustee' has the same meaning as that expression has in the law in force in the Territory relating to trustees, but includes: (a) a nominee; (b) a custodian trustee; and (c) a person charged with the management or administration of property. "(2) Where, immediately before the relevant commencement, a person (in this section referred to as the 'retiring trustee') was a trustee of an eligible trust, the Exchange may, within 12 months after that commencement, appoint in writing a person as a trustee, or persons as trustees, of the trust in place of the retiring trustee and, if the Exchange does so, subsections (3) and (4) have effect. "(3) The Exchange shall give a copy of the appointment to the Commission and the Commission shall cause such a copy to be published in the Gazette. "(4) Upon publication under subsection (3) of a copy of the appointment, subsections (5), (6), (7) and (8) have effect, notwithstanding any instrument or any other law. "(5) The retiring trustee ceases to be a trustee of the trust and is wholly discharged from his, her or its duties and obligations relating to the trust. "(6) The person appointed becomes a trustee, or the persons appointed become trustees, as the case may be, of the trust in place of the retiring trustee and has or have in relation to the trust the same powers, authorities, discretions, duties and obligations as the retiring trustee had in relation to the trust immediately before his, her or its discharge. "(7) Property that immediately before the retiring trustee's discharge was vested in the retiring trustee in his, her or its capacity as trustee of the trust vests in the person appointed, or in the persons appointed as joint tenants, as the case may be. "(8) Property that immediately before the retiring trustee's discharge was vested in the retiring trustee and another person or other persons as joint tenants in their capacity as trustees of the trust vests in the person or persons appointed and the other person or other persons as joint tenants. Transfer of assets and liabilities of AASE "36r. (1) At the relevant commencement: (a) the rights, property and assets that immediately before that commencement were vested in AASE vest in the Exchange; and (b) the Exchange becomes liable to pay and discharge the debts, liabilities and obligations of AASE that existed immediately before that commencement. "(2) After the relevant commencement, an agreement or arrangement entered into by or on behalf of AASE as a party and in force immediately before that commencement has effect, with such modifications as the circumstances require, as if: (a) the Exchange were substituted for AASE as a party to the agreement or arrangement; and (b) a reference to AASE in the provisions of the agreement or arrangement were, except in relation to a time before that commencement, a reference to the Exchange. "(3) Where, immediately before the relevant commencement, proceedings to which AASE was a party were pending in any court or tribunal, the Exchange is substituted at that commencement for AASE as a party to the proceedings and has the same rights in the proceedings as the party for which it was substituted. Transfer of AASE employees "36s. (1) In this section, 'transferred employee' means a person who becomes an employee of the Exchange by virtue of subsection (2). "(2) At the relevant commencement, an employee of AASE ceases to be an employee of AASE and becomes an employee of the Exchange. "(3) A transferred employee's terms and conditions of employment as an employee of the Exchange: (a) are, until varied, the same as the terms and conditions on which he or she was employed as an employee of AASE immediately before the relevant commencement; (b) may be varied to the extent to which, and in the manner in which, the terms and conditions referred to in paragraph (a) could, immediately before that commencement, be varied; and (c) may also be varied to the extent to which, and in the manner in which, the general terms and conditions of persons as employees of the Exchange may be varied. "(4) For the purposes of the application of a law, award, determination, contract or agreement in relation to the employment of a transferred employee as an employee of the Exchange: (a) his or her contract of employment shall not be taken to have been broken by the operation of subsection (2); and (b) his or her period as an employee of AASE shall be deemed to be a period as an employee of the Exchange. "(5) A transferred employee is not entitled to receive a payment or other benefit by reason only of ceasing by virtue of subsection (2) to be an employee of AASE. "(6) Nothing in this section (other than subsection (5)) affects a person's rights or liabilities under any provident, benefit, superannuation or retirement fund or scheme relating to, or to persons including, employees of AASE. "(7) A director, secretary or auditor of AASE does not, by virtue of this section, become a director, secretary or auditor of the Exchange. "(8) This section has effect notwithstanding subsections 36r (1) and (2). Part not to prejudice corresponding provisions "36t. (1) In this section, 'corresponding provision' means a provision of a law of a participating State or participating Territory that corresponds with a provision of this Part. "(2) Nothing in this Part limits or otherwise prejudices a corresponding provision. "(3) Without limiting the generality of subsection (2), nothing in this Part prevents a corresponding provision from vesting property in, conferring a right, privilege or benefit on, or imposing a debt, duty, liability or obligation on, the Exchange. "(4) Nothing in this Part prevents a law of a participating State or participating Territory from imposing on the Exchange, or on the body corporate that is the nominated exchange for the purposes of the provisions of a law of such a State or Territory that correspond with this Part, a liability (whether by way of a tax or otherwise) to pay an amount calculated by reference to, or to matters including, the total of the amounts of stamp duty that would have become payable by the Exchange or AASE, or by that body corporate, as the case may be, under a law of the first-mentioned State or Territory if: (a) this Part had not been enacted; (b) the Exchange had been incorporated under the Companies Act 1981 as a company limited by guarantee; and (c) to the extent that it would have been possible to make under applicable laws the arrangements made by this Part and the corresponding provisions, those arrangements had been made under those applicable laws.". 6. After section 42a of the Principal Act the following section is inserted in Part III: Qualified privilege in respect of disciplinary proceedings "42b. (1) In this section: 'disciplinary proceeding', in relation to a securities exchange, means: (a) a proceeding under the business rules of the securities exchange that may result in the disciplining of a member of the securities exchange; or (b) an appeal under the business rules of the securities exchange from a proceeding of a kind referred to in paragraph (a); whether or not the proceeding or appeal began after the relevant commencement; 'disciplining', in relation to a member of a securities exchange, includes expulsion from, or suspension of, membership of the securities exchange; 'member', in relation to a securities exchange, includes a person who is under an obligation to comply with, observe, enforce, or give effect to, the business rules of the securities exchange; 'relevant commencement' means the commencement of section 6 of the Australian Stock Exchange and National Guarantee Fund Act 1987; 'securities exchange' includes a recognised securities exchange. "(2) In the absence of malice, a securities exchange, or a member, officer or employee of a securities exchange, is not liable to an action for defamation in respect of a statement made by a person, orally or in writing, after the relevant commencement and in the course of, or otherwise for the purposes of or in connection with, a disciplinary proceeding of the securities exchange. "(3) Where: (a) an Exchange subsidiary is acting on behalf of the Exchange; or (b) an officer or employee of an Exchange subsidiary is acting on behalf of the Exchange or of a member, officer or employee of the Exchange; in connection with a disciplinary proceeding of the Exchange, neither the Exchange subsidiary nor an officer or employee of the Exchange subsidiary is, in the absence of malice, liable to an action for defamation in respect of a statement made by a person, orally or in writing, after the relevant commencement and in the course of, or otherwise for the purposes of or in connection with, the disciplinary proceeding. "(4) A person is not liable for an action for defamation in respect of the publication without malice of: (a) a statement made by a person, orally or in writing, after the relevant commencement and in the course of, or otherwise for the purposes of or in connection with; or (b) a document prepared, furnished or produced by a person, after the relevant commencement and in the course of, or otherwise for the purposes of or in connection with; a disciplinary proceeding of a securities exchange. "(5) This section does not limit or affect a right, privilege or immunity that a person has, apart from this section, as defendant in an action for defamation.". 7. Sections 94a and 95 of the Principal Act are repealed and the following sections are substituted: Interpretation "94a. In this Part, unless the contrary intention appears: (a) a reference to a stock exchange does not include a reference to an Exchange subsidiary; and (b) a reference to a trust account kept or maintained by a person or partnership includes a reference to a trust account kept or maintained by the person or partnership outside the Territory. Deposits to be lodged by member organisations "95. (1) Subject to this section, a member organisation of a stock exchange shall, in accordance with this Part, lodge and maintain a deposit with: (a) unless paragraph (b) applies—the stock exchange; or (b) if the member organisation is a member organisation of each of 2 or more stock exchanges—the nominated stock exchange. "(2) Where: (a) a person who, or a partnership that, is a member organisation of at least one stock exchange becomes a member organisation of another stock exchange; or (b) a person or partnership ceases to be a member organisation of a particular stock exchange but remains a member organisation of each of 2 or more other stock exchanges; the person or partnership shall forthwith inform in writing each stock exchange of which he, she or it is a member organisation of the name of the stock exchange of that kind with which he, she or it proposes to lodge and maintain a deposit under this Part. "(3) In subsection (1), 'nominated stock exchange', in relation to a member organisation of a stock exchange, means the stock exchange named in notices given by the member organisation in accordance with subsection (2) or, if notices have been so given on 2 or more occasions, in the most recent notices so given. "(4) A deposit under this Part is payable out of money in a trust account kept by the person or partnership lodging and maintaining the deposit. "(5) An amount paid from a trust account as, or as part of, a deposit lodged with a stock exchange under this Part continues to be money in that trust account notwithstanding that it is so lodged. "(6) Where a person or partnership contravenes subsection (1) or (2), the person, or each partner in the partnership, as the case may be, is guilty of an offence. Penalty: $5,000 or imprisonment for 1 year, or both. "(7) It is a defence to a prosecution for a contravention of subsection (1) if it is established that the contravention was attributable to the making of a payment out of the trust account kept by the person or partnership concerned, being a payment that: (a) paragraph 74 (1) (a), (c), (d) or (e) authorised the person or partnership to make out of that trust account; and (b) the person or partnership would not have been able to make if the person or partnership had complied with subsection (1). "(8) A person or partnership is not required to comply with this section unless he, she or it carries on: (a) in the Territory; or (b) both in the Territory and outside it, whether within Australia or not; a business of dealing in securities, whether or not that business is part of, or is carried on in conjunction with, any other business. "(9) A member organisation of a stock exchange is not required to comply with this section if, and for so long only as, the member organisation: (a) is a member organisation of a body corporate that is a stock exchange for the purposes of a corresponding law of a participating State or participating Territory; and (b) complies with the provisions of a law of that State or Territory that correspond with this Part.". Deposit to be proportion of trust account balances 8. Section 96 of the Principal Act is amended: (a) by omitting from subsections (1), (2) and (4) "sole trader or member firm" (wherever occurring) and substituting "person or partnership"; (b) by omitting from subsection (4) "sole trader or a member firm" and substituting "person or partnership"; and (c) by omitting the definition of "trading day" from subsection (5) and substituting the following definition: "'trading day', in relation to a stock exchange, means: (a) in the case of the Exchange—a day on which a stock market of an Exchange subsidiary; or (b) in any case—a day on which a stock market of the stock exchange; is open for trading in securities;". Deposits to be invested by stock exchange 9. Section 97 of the Principal Act is amended: (a) by omitting from subsection (1) "sole trader or member firm" (twice occurring) and substituting "person or partnership"; (b) by omitting subsection (3) and substituting the following subsections: "(3) A participating exchange shall pay into the Fund money received by way of interest in respect of amounts invested by it under subsection (1). "(3a) A stock exchange (other than a participating exchange) shall pay money received by way of interest in respect of amounts invested by it under subsection (1) into its fidelity fund."; (c) by omitting from subsections (4), (5) and (6) "sole trader or member firm" (wherever occurring) and substituting "person or partnership"; and (d) by omitting subsections (7) and (8) and substituting the following subsections: "(7) Where a person or partnership contravenes subsection (6), the person, or each partner in the partnership, as the case may be, is guilty of an offence. Penalty: $5,000 or imprisonment for 1 year, or both. "(8) The Fund shall guarantee the repayment by a participating exchange of the amount of a deposit received by the participating exchange from a person or partnership. "(9) The fidelity fund of a stock exchange (other than a participating exchange) shall guarantee the repayment by the stock exchange of the amount of a deposit received by the stock exchange from a person or partnership. "(10) In this section, 'participating exchange' means a stock exchange that is, for the purposes of Part IXa, a participating exchange.". Accounts in respect of deposits 10. Section 98 of the Principal Act is amended by omitting subsection (1) and substituting the following subsection: "(1) A stock exchange shall establish and keep proper accounts of deposits received by the stock exchange under: (a) in the case of the Exchange—this Part or the provisions of a law of a participating State or participating Territory that correspond with this Part; or (b) in any other case—this Part; and shall, within one month after each quarter day, cause a balance sheet to be made out as at that quarter day.". Claims etc. not affected by this Part 11. Section 99 of the Principal Act is amended by omitting from paragraphs (a) and (b) "sole trader or member firm" and substituting "member organisation of a stock exchange". 12. Before section 100 of the Principal Act the following section is inserted in Part IX: Interpretation "99a. In this Part, 'participating exchange' means a securities exchange: (a) in any case—that is, for the purposes of Part IXa, a participating exchange; or (b) if the Exchange is, for the purposes of Part IXa, a participating exchange—that is a local Exchange subsidiary.". Establishment of fidelity fund 13. Section 100 of the Principal Act is amended by inserting in subsection (1) "(other than the Exchange or a participating exchange)" after "securities exchange" (first occurring). Claims against the fund 14. Section 112 of the Principal Act is amended by inserting in paragraph (2) (a) "or on a day on which the securities exchange was a participating exchange" after "this Act". 15. After Part IX of the Principal Act the following Part is inserted: "PART IXa—THE NATIONAL GUARANTEE FUND "Division 1—Interpretation Interpretation "122aa. (1) In this Part, unless the contrary intention appears: 'Board' means the committee of the Corporation; 'claim' means a claim under Division 6 or 7; 'eligible exchange' means: (a) the Exchange; or (b) a securities exchange, or a recognised securities exchange, that is neither the Exchange nor an Exchange subsidiary; 'Fund provisions' means all of the following provisions: (a) the provisions of this Part; (b) the respective provisions of the laws of the participating States and participating Territories that correspond with this Part; 'minimum amount' means: (a) unless paragraph (b) applies—$15,000,000; or (b) if a determination is in force under section 122dd—the amount specified in the determination as the minimum amount of the Fund for the purposes of the Fund provisions; 'obligations', in relation to a member or member organisation of a participating exchange, in relation to a person, includes obligations arising under a law, under the participating exchange's business rules or under an agreement between: (a) in any case—the member or member organisation and the person; or (b) if the member is a partner in a member organisation of the participating exchange—the last-mentioned member organisation and the person; 'orderly market' means an orderly market on a stock market of a participating exchange or of an Exchange subsidiary; 'participating exchange' means an eligible exchange that is a member of the Corporation; 'property' includes money, securities, and documents of title to, and instruments of transfer relating to, securities; 'quoted securities', in relation to a transaction, means securities that, at the time when the agreement for the transaction is made, are quoted on a stock market of a participating exchange or of an Exchange subsidiary; 'relative', in relation to a person, means a parent or remoter lineal ancestor, son, daughter or remoter issue, or brother or sister, of the person; 'relevant Act' means the Australian Stock Exchange and National Guarantee Fund Act 1987; 'relevant commencement' means the commencement of section 15 of the relevant Act; 'reportable transaction' means a sale or purchase, by a member organisation (in this definition referred to as the 'first dealer') of a participating exchange, of quoted securities, where: (a) in any case—the participating exchange's business rules, as in force when the agreement for the sale or purchase is made, require the first dealer to report the sale or purchase to the participating exchange; or (b) if the sale or purchase is to or from, as the case may be, a member organisation (in this definition referred to as the 'second dealer') of a participating exchange—the last-mentioned participating exchange's business rules, as in force when the agreement for the sale or purchase is made, require the second dealer to report to the last-mentioned participating exchange the purchase or sale of the securities by the second dealer from or to, as the case may be, the first dealer; 'settlement documents', in relation to a transaction, means documents the supply of which in accordance with the agreement for the transaction: (a) if the agreement has not been discharged—is sufficient; or (b) if the agreement has been discharged, whether by performance or otherwise—would, if the agreement had not been discharged, be sufficient; to discharge the obligations of the seller under the agreement, in so far as those obligations relate to the supply of documents in connection with the transaction; 'transaction' means a sale or purchase of securities. "(2) Except so far as the contrary intention appears, a reference in section 122cb, 122cd, 122db or 122dc, subsection 122fc (1), paragraph 122fc (5) (c), subsection 122fc (6), section 122ga, subsection 122gb (3), (4) or (5), 122gb (1), (2), (6) or (7) or 122gd (1), paragraph 122t (1) (b), (3) (a) or (4) (a), section 122w, subsection 122x (4), section 122yd or subsection 122za (1), (2) or (4), 122zd (2) or 122zf (8) to a provision or provisions of this Act includes a reference to a provision or provisions of a law of a participating State or participating Territory that corresponds or correspond with that provision, or those provisions, of this Act. "(3) For the purposes of this Part, a sale and purchase of securities shall be taken to consist of 2 distinct transactions, namely, the sale of the securities by the seller to the purchaser and the purchase of the securities by the purchaser from the seller. "(4) Except so far as the contrary intention appears, a reference in this Part to a sale, or to a purchase, includes a reference to a sale or purchase the agreement for which is made outside the Territory, whether within Australia or not. "(5) A reference in this Part to carrying on a business of a particular kind is a reference to carrying on a business of that kind, whether or not as part of, or in conjunction with, any other business. "(6) A reference in this Part to a business being carried on in the Territory includes a reference to the business being carried on both in the Territory and outside it, whether within Australia or not. "(7) A person who, or a partner in a partnership that, contravenes a provision of this Part is guilty of an offence neither by virtue of that provision nor by virtue of section 141. Excluded persons "122ab. (1) In this Part, 'excluded person', in relation to a member of a participating exchange, means: (a) in any case—the member; (b) if the member is a member organisation of the participating exchange and is not a body corporate: (i) a person who is the spouse, or who is a relative, of the member; (ii) a trustee of a trust in relation to which the member or a person of a kind referred to in subparagraph (i) is capable of benefiting; or (iii) a body corporate of which the member is an officer, or in which the member or a person of a kind referred to in subparagraph (i) has, or the member and such a person, the member and 2 or more such persons, or 2 or more such persons, together have, a controlling interest; (c) if the member is a member organisation of the participating exchange and is a body corporate: (i) a person who is an officer of the body corporate; (ii) a body corporate that is related to the first-mentioned body corporate; (iii) a person who is the spouse, or who is a relative, of a person of a kind referred to in subparagraph (i); (iv) a trustee of a trust in relation to which a person of a kind referred to in subparagraph (i) or (iii) is capable of benefiting; or (v) a body corporate in which a person of a kind referred to in subparagraph (i) or (iii) has, or 2 or more such persons together have, a controlling interest; (d) if the member is a partner in a member organisation of the participating exchange and is not a body corporate: (i) a person who is a partner in the member organisation; (ii) a person who is the spouse, or who is a relative, of a partner (not being a body corporate) in the member organisation; (iii) a trustee of a trust in relation to which a person of a kind referred to in subparagraph (i) or (ii) is capable of benefiting; (iv) a person who is an officer of a body corporate that is a partner in the member organisation; or (v) a body corporate of which a person of a kind referred to in subparagraph (i), (ii) or (iii) is an officer, or in which such a person has, or 2 or more such persons together have, a controlling interest; or (e) if the member is a partner in a member organisation of the participating exchange and is a body corporate: (i) a person who is an officer of a body corporate that is a partner in the member organisation; (ii) a body corporate that is related to the first-mentioned body corporate; (iii) a person who is a partner in the member organisation; (iv) a person who is the spouse, or who is a relative, of a person (other than a body corporate) of a kind referred to in subparagraph (i) or (iii); (v) a trustee of a trust in relation to which a person of a kind referred to in subparagraph (i), (iii) or (iv) is capable of benefiting; or (vi) a body corporate in which a person of a kind referred to in subparagraph (i), (iii) or (iv) has, or 2 or more such persons together have, a controlling interest. "(2) A reference in subsection (1) to a relative of a person includes a reference to a relative of the spouse (if any) of the person. "(3) A reference in subsection (1) to an officer of a body corporate is a reference to: (a) a director, secretary or executive officer of the body corporate; or (b) a person who is an officer of the body corporate by virtue of paragraph (b), (c), (d) or (e) of the definition of 'officer' in subsection 4 (1). Becoming insolvent "122ac. (1) For the purposes of this Part, a body corporate becomes insolvent at a particular time if, and only if, at that time: (a) the body corporate commences to be wound up, comes under official management or ceases to carry on business; (b) a receiver, or a receiver and manager, of property of the body corporate is appointed, whether by a court or otherwise; or (c) the body corporate enters into a compromise or arrangement with its creditors. "(2) For the purposes of this Part, a natural person becomes insolvent at a particular time if, and only if, at that time: (a) a creditor's petition or a debtor's petition is presented under Division 2 or 3, as the case may be, of Part IV of the Bankruptcy Act 1966 against: (i) the person; (ii) a partnership in which the person is a partner; or (iii) 2 or more joint debtors who include the person; (b) the person's property becomes subject to control under Division 2 of Part X of the Bankruptcy Act 1966; (c) the person executes a deed of assignment or deed of arrangement under Part X of the Bankruptcy Act 1966; or (d) the person's creditors accept a composition under Part X of the Bankruptcy Act 1966. "(3) A reference in subsection (2) to a Division or Part of the Bankruptcy Act 1966 includes a reference to provisions of a law of an external Territory, or a country other than Australia or an external Territory, that correspond with that Division or Part. Permitted investments "122ad. For the purposes of this Part, money shall be taken to be invested in a permitted manner if, and only if, it is invested: (a) in any manner in which trustees are for the time being authorised by a law in force in the Territory or in a participating State or participating Territory to invest trust funds; or (b) on deposit with a body corporate in respect of which a declaration made under: (i) paragraph 97 (7) (b) of the Companies Act 1981; or (ii) a provision of a law of a participating State or participating Territory that corresponds with that paragraph; is in force. "Division 2—The Corporation Ministerial Council to nominate "122ba. (1) Subject to subsection (3), the Ministerial Council may, by instrument in writing, nominate as the National Securities Exchanges Guarantee Corporation a body corporate (whether incorporated before or after the relevant commencement) that is, for the purposes of the Companies Act 1981, a company limited by guarantee. "(2) The Commission shall cause a copy of an instrument executed by the Ministerial Council under subsection (1) to be published in the Gazette, but failure of the Commission to d