Tasmania: Macquarie Point Development Corporation Act 2012 (Tas)

Macquarie Point Development Corporation Act 2012 An Act to establish a corporation for the purpose of undertaking the remediation of certain land at Macquarie Point, Hobart, in accordance with an Intergovernmental Agreement dated 22 June 2012 entered into by the Commonwealth of Australia and the State of Tasmania, and for the purpose of facilitating, undertaking and managing the redevelopment of that land, and for other purposes [Royal Assent 11 December 2012] Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows: PART 1 - Preliminary 1. Short title This Act may be cited as the Macquarie Point Development Corporation Act 2012 . 2. Commencement This Act commences on the day on which this Act receives the Royal Assent. 3. Interpretation (1) In this Act, unless the contrary intention appears – Agency has the same meaning as in the State Service Act 2000 ; Board means the board of directors of the Corporation established under section 9 ; Brooke Street pier means the pier and associated wharf infrastructure located in Sullivans Cove, Hobart, and known as "Brooke Street Pier"; chief executive officer means the chief executive officer of the Corporation appointed under section 15 ; Commission means the Tasmanian Planning Commission established under the Tasmanian Planning Commission Act 1997 ; corporate plan means a corporate plan referred to in section 38 ; Corporation means the Macquarie Point Development Corporation established by section 5 ; director means a person appointed as a director of the Board in accordance with this Act; employee means a person appointed or employed pursuant to section 19 ; financial statements means the financial statements referred to in section 49 ; Intergovernmental Agreement means the agreement, dated 22 June 2012, entered into by the Commonwealth of Australia and the State of Tasmania concerning the remediation of the Macquarie Point land and the redevelopment of the Brooke Street pier; Macquarie Point land means the land at Macquarie Point, Hobart, comprised in Tasmanian folio of the Register Volume 113521 Folio 1 registered under the Land Titles Act 1980 ; officer means – (a) a director; and (b) the chief executive officer; and (c) a person who is concerned with, or takes part in, the management of the Corporation; partner, in relation to a person, means a person with whom the person is in a personal relationship, within the meaning of the Relationships Act 2003 ; Planning Minister means the Minister to whom the administration of the Land Use Planning and Approvals Act 1993 is assigned; planning scheme has the same meaning as in the Land Use Planning and Approvals Act 1993 ; Register means the register of title to land referred to in section 33 of the Land Titles Act 1980 ; relative, in relation to a person, means – (a) the spouse or partner of the person; and (b) a parent or remoter linear ancestor of the person; and (c) a child or remoter issue of the person; and (d) a brother or sister of the person; relevant planning scheme means the planning scheme that, under the Land Use Planning and Approvals Act 1993 , applies from time to time to the site; relevant planning scheme planning authority means the planning authority, within the meaning of the Land Use Planning and Approvals Act 1993 , for any part of the land that comprises the site; relevant statutory authority means – (a) the Corporation within the meaning of the Water and Sewerage Corporation Act 2012 ; and (b) any company established under the Port Companies Act 1997 ; and (c) a person, or body, established under an Act, that is prescribed for the purposes of this definition; site means – (a) the Macquarie Point land; and (b) any Crown land, in proximity to the Macquarie Point land, that is transferred by the Minister to the Corporation for the purposes of this Act; and (c) any land, in proximity to the Macquarie Point land, purchased by the Corporation for the purposes of this Act with the written approval of the Minister; site master plan means the site master plan prepared under section 37 ; subsidiary has the same meaning as in the Corporations Act. (2) A body corporate is a subsidiary of the Corporation if, were the Corporation and body corporate corporations under the Corporations Act, the body corporate would be a subsidiary of the Corporation under that Act. 4. Material personal interest (1) In this Act – material personal interest in respect of a director of the Corporation includes – (a) a direct or indirect interest; and (b) a pecuniary or non-pecuniary interest; and (c) the interest of a relative of the director; and (d) the interest of an associated entity; and (e) an interest in a corporation, within the meaning of the Corporations Act; and (f) the director's employment by a person with a direct or indirect interest in the Corporation; and (g) the holding by the director of an office where there arises or may arise a conflict between his or her duties in that office and his or her duties as a director of the Corporation; and (h) the holding by the director of the office of a member in another statutory authority or in the governing authority of another statutory authority; and (i) any other interest that does, or may, give rise to a conflict of interest. (2) A director of the Corporation does not have a material personal interest by reason only of the director also being a State Service employee or State Service officer. (3) A director of the Corporation does not have a material personal interest by reason only of an interest in a contract with the Corporation for a good or service ordinarily supplied by the Corporation and supplied on the same terms as that good or service is ordinarily supplied to other persons in the same situation. (4) In relation to a director, each of the following persons is an associated entity if the director or a relative of the director has control over the person: (a) a body corporate; (b) a partnership or other unincorporated association of persons; (c) a majority of trustees of a trust. (5) For the purposes of determining whether the director has control over a person referred to in subsection (4) , the following matters may be taken into account: (a) whether the director or his or her relative is a shareholder in, a director or other officer of, or a trustee of, the other person; (b) whether the director or his or her relative is a beneficiary in the trust of which the other person is a trustee; (c) any other matter or relationship that is relevant. (6) For the purposes of determining whether the relative of a director has control over a person referred to in subsection (4) , the following matters may be taken into account: (a) whether the relative or his or her relative is a shareholder in, a director or other officer of or a trustee of that person; (b) whether the relative or his or her relative is a beneficiary in the trust of which that person is a trustee; (c) any other matter or relationship that is relevant. PART 2 - Macquarie Point Development Corporation Division 1 - Establishment of Macquarie Point Development Corporation 5. Establishment of Macquarie Point Development Corporation (1) The Macquarie Point Development Corporation is established. (2) The Corporation – (a) is a body corporate with perpetual succession; and (b) has a seal; and (c) may sue and be sued in its corporate name; and (d) is an instrumentality of the Crown. (3) The Corporation's seal is to be kept and used as authorised by the Board. (4) All courts and persons acting judicially must take judicial notice of the imprint of the Corporation's seal on a document and presume that it was duly sealed by the Corporation. 6. Principal objectives of Corporation The principal objectives of the Corporation are – (a) to plan, facilitate and manage the remediation of the Macquarie Point land in accordance with the Intergovernmental Agreement; and (b) to plan, facilitate and manage the redevelopment of the site so as to ensure that the site – (i) is redeveloped as a vibrant and active area, with a mix of uses, that connects with and complements adjacent areas within Hobart; and (ii) encourages inner-city living; and (iia) encourages pedestrian and bicycle traffic; and (iib) allows for public transport; and (iic) provides for public open space; and (iii) is redeveloped so as to deliver sustainable social and economic benefits to Hobart; and (iv) is redeveloped in accordance with sound planning, urban design and environmental principles; and (ba) to plan, facilitate and manage temporary and longer-term use of the site; and (c) to the extent practicable, to make a profit from carrying out its functions. 7. Functions of Corporation The Corporation has the following functions: (a) to plan, undertake, manage, or arrange for, the remediation of the site so that the site can be redeveloped; (b) to investigate options for redevelopment of the site and prepare and implement strategies for ensuring the redevelopment of the site; (c) to redevelop and maintain, or ensure the redevelopment and maintenance of – (i) public open space on the site; and (ii) a corridor allowing transit through the site by means of public transport and pedestrian and bicycle traffic, so as to enable the connection of the site with areas adjacent to the site; and (iii) such other corridors, to allow transit through the site by means of other forms of transport, as the Corporation or the Minister considers desirable; (ca) to encourage and provide, or ensure the encouragement and provision of, appropriate temporary and longer-term use of the site; (d) to consult with the Tasmanian community, and those persons or bodies whom the Corporation considers to have an interest in relation to the redevelopment of the site, in relation to options for the redevelopment of the site; (e) to advise the Minister in relation to the redevelopment of the site and other areas of land; (f) to advise the Minister as to any legislation that may be required to undertake or facilitate the redevelopment of the site; (g) to undertake, manage or facilitate the redevelopment of the site consistent with the Corporation's objectives and any site master plan; (h) to consider and advise the Minister in relation to options for the redevelopment or replacement of the Brooke Street pier; (i) subject to written approval by the Minister – (i) to undertake, manage or facilitate the redevelopment of the Brooke Street pier or its replacement, whether or not in the same location; and (ii) to provide financial assistance to other persons in connection with the redevelopment of the Brooke Street pier or its replacement, whether or not in the same location; (j) any other function of the Corporation under this or any other Act. 8. Powers of Corporation (1) The Corporation has the following powers: (a) subject to subsection (3) , to acquire, hold, dispose of and otherwise deal with property; (b) to enter into contracts; (c) to appoint agents and attorneys; (d) to engage consultants; (e) to do anything necessary or convenient in relation to the performance of its functions. (2) The Corporation also has the following powers that may only be exercised by the Corporation with the written approval of the Minister: (a) to acquire, conduct, participate in, or dispose of, any business undertaking related to the site or the Brooke Street pier; (b) to form, or participate in the formation of, a company; (c) to participate in a trust; (d) to participate in any or all of the following arrangements for the purpose of the sharing of profits: (i) a joint venture; (ii) a partnership; (iii) any other arrangement. (3) The Corporation must not, without the written approval of the Minister – (a) lease or license land held by the Corporation for any term exceeding 5 years; or (b) purchase, gift or sell any estate or interest in land. (4) Subject to subsection (5) , the Corporation must not carry out any works on the Macquarie Point land until that land is transferred by the Minister to the Corporation in accordance with section 53 . (5) Subsection (4) does not prevent the Corporation from undertaking works on any part of the Macquarie Point land that is leased by the Corporation from the Minister administering the Crown Lands Act 1976 or from a tenant of that Minister. Division 2 - Board of Corporation 9. Board (1) The Corporation has a board of directors consisting of – (a) the chairperson of the Board; and (b) the chief executive officer; and (c) not less than 3, and not more than 6, other persons. (2) The chairperson and the other directors, other than the chief executive officer, are appointed by the Governor on the recommendation of the Minister. (3) In making a recommendation under subsection (2) , the Minister is to have regard to – (a) the need for the chairperson, chief executive officer and other directors together to have the necessary knowledge and skills to achieve the principal objectives of the Corporation; and (b) if the Minister has called for expressions of interest for persons to be appointed to the Board, any expressions of interest received; and (c) the desirability of having as directors both men and women. (4) A person may not hold the office of chief executive officer in the Corporation in conjunction with the office of chairperson. (5) Schedule 1 has effect with respect to the directors. (6) Schedule 2 has effect with respect to meetings of the Board. 10. Responsibilities (1) The Board is responsible to the Minister for – (a) the performance of the functions of the Corporation; and (b) the achievement of the Corporation's principal objectives; and (c) ensuring that the site is redeveloped in accordance with the site master plan; and (d) ensuring that the business and affairs of the Corporation are managed and conducted – (i) in accordance with the principal objectives of the Corporation; and (ii) in accordance with sound business practice; and (iii) in a manner that is consistent with any directions given by the Minister under section 36 ; and (iv) in a manner consistent with any corporate plan approved by the Minister under section 38 . (2) The Board has the power to do anything necessary or convenient in relation to its responsibilities under this Act. 11. Delegation by Board The Board may delegate any of its powers or responsibilities, other than this power of delegation. 12. Committees (1) The Board – (a) must establish an audit committee; and (b) may establish such other committees as it considers appropriate. (2) A committee – (a) must provide the Board with advice on any matter referred to it by the Board; and (b) must perform any functions, and may exercise any powers, delegated to it by the Board. (3) In addition to its functions under subsection (2) , the audit committee must provide the Board with advice on – (a) the internal audit function of the Corporation; and (b) monitoring the Corporation's systems of financial reporting and internal control; and (c) the resources necessary for the performance of the internal audit function of the Corporation. (4) Schedule 3 has effect with respect to the members and meetings of a committee. 13. Acting directors (1) For the purposes of this section, a director is absent if he or she – (a) is absent from duty; or (b) is otherwise unable to perform the functions of the office of a director. (2) The Governor, on the recommendation of the Minister, may appoint a person to act as a director of the Corporation if the chairperson or a director referred to in section 9(1)(c) is absent. (3) The Minister must not make a recommendation under subsection (2) unless he or she has ensured that the person recommended has the experience and skills necessary to act as a director of the Corporation. (4) The appointment or other employment of a person to act as a director if the chairperson is absent is not an appointment to act in the position of chairperson. (5) While a person appointed or otherwise employed to act as a director is acting as a director that person is taken to be a director. (6) The appointment or other employment of a person to act as a director terminates when the absent chairperson or director resumes the performance of his or her functions as director. Division 3 - Assistance and facilities 14. Assistance and facilities (1) The Corporation may arrange with one or more of the following persons to provide assistance and facilities to it to enable it to perform and exercise its functions and powers: (a) the Secretary of the Department; (b) another Head of a State Service Agency; (c) any other person if the Minister approves it. (2) All expenses associated with the use by the Corporation of the assistance and facilities provided under subsection (1) are to be met by the Corporation unless otherwise agreed with – (a) the Secretary of the Department, in relation to assistance and facilities provided by the Secretary of the Department; or (b) another Head of a State Service Agency, in relation to assistance and facilities provided by that Head of Agency; or (c) any other person approved by the Minister, in relation to assistance and facilities provided by that person. PART 3 - Staff of Corporation 15. Chief executive officer (1) Subject to and in accordance with the State Service Act 2000 , a chief executive officer of the Corporation is to be appointed. (2) . . . . . . . . 16. Responsibilities of chief executive officer (1) The chief executive officer is responsible to the Board for the general administration and management of the Corporation. (2) The chief executive officer – (a) must carry out any responsibilities, and may exercise any powers, delegated by the Board; and (b) must perform any functions or carry out any responsibilities imposed by, and may exercise any other powers granted by, this or any other Act. 17. Delegation by chief executive officer The chief executive officer may delegate any of his or her responsibilities, functions or powers, other than this power of delegation. 18. Effect of chief executive officer ceasing to be chief executive officer (1) If a person holds the position of chief executive officer and the office of director, on the termination of his or her appointment as chief executive officer – (a) his or her appointment as director is revoked; and (b) any appointment of that person as director in a subsidiary of the Corporation is revoked; and (c) any membership of that person of any committee created by the Board or subsidiary ceases. (2) Subsection (1) does not affect the eligibility of the person to be reappointed to an office referred to in that subsection. 19. Employees Subject to and in accordance with the State Service Act 2000 , persons may be appointed or employed for the purposes of the Corporation. PART 4 - Powers and Duties of, Offences by and Indemnification of Directors and Staff 20. Power of former director to access records (1) In this section – former director means a person who ceased to be a director within the period of 7 years immediately preceding the relevant time. (2) A former director of the Corporation may inspect and make copies of the records of the Corporation, including its accounting records, financial statements and interim reports, at any reasonable time for the purpose of a legal proceeding – (a) to which the former director is a party; or (b) that the former director proposes in good faith to bring; or (c) that the former director has reason to believe will be brought against him or her. (3) The Corporation must allow a former director to exercise his or her powers under this section to inspect and make copies of records. Penalty: Fine not exceeding 500 penalty units. (4) This section does not limit any right of access to the records of the Corporation that a former director has apart from this section. 21. Power of director to access records (1) A director may inspect and make copies of the records of the Corporation, including its accounting records, financial statements and interim reports, at any reasonable time. (2) A director or officer must not prevent a director from exercising his or her powers under this section to inspect and make copies of records. Penalty: Fine not exceeding 50 penalty units. 22. Duties of officers and employees (1) In this section – business judgment means any decision to take or not take action in respect of a matter relevant to the business affairs of the Corporation; former employee means a person who ceased to be an employee within the period of 7 years immediately preceding the relevant time; former officer means a person who ceased to be an officer within the period of 7 years immediately preceding the relevant time. (2) An officer of the Corporation must perform and exercise the functions and powers of his or her office in the Corporation – (a) in good faith in the best interests of the Corporation; and (b) for a proper purpose. Penalty: Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both. (3) An officer of the Corporation must exercise his or her powers and perform his or her functions with the degree of care and diligence that a reasonable person would exercise if he or she – (a) were an officer of a corporation in the circumstances of the Corporation; and (b) occupied the office held by, and had the same responsibilities within the Corporation as, the officer. Penalty: Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both. (4) An officer of the Corporation who makes a business judgment is taken to meet the requirements of subsection (3) , and his or her equivalent duties at common law and in equity, in respect of the judgment if the officer – (a) makes the judgment in good faith for a proper purpose; and (b) does not have a material personal interest in the subject matter of the judgment; and (c) informs himself or herself about the subject matter of the judgment to the extent he or she reasonably believes to be appropriate; and (d) rationally believes that the judgment is in the best interests of the Corporation. (5) For the purposes of subsection (4)(d) , the belief of an officer of the Corporation that a business judgment is in the best interests of the Corporation is rational unless the belief is one that no reasonable person in the position of the officer would hold. (6) An officer, employee, former officer or former employee of the Corporation must not make improper use, in Tasmania or elsewhere, of information acquired because of his or her office or employment in the Corporation – (a) to gain, directly or indirectly, an advantage for himself or herself or another person; or (b) to cause damage to the Corporation or any of its subsidiaries. Penalty: Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both. (7) An officer or employee must not make improper use, in Tasmania or elsewhere, of his or her position as an officer or employee of the Corporation – (a) to gain, directly or indirectly, an advantage for himself or herself or another person; or (b) to cause damage to the Corporation or any of its subsidiaries. Penalty: Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both. 23. Duty to prevent insolvent trading (1) A director must prevent the Corporation from incurring a debt if – (a) the Corporation is insolvent at that time or will become insolvent by incurring at that time the debt or debts which include that debt; and (b) at that time there are reasonable grounds for suspecting that the Corporation is insolvent or would become insolvent by incurring the debt or those debts; and (c) the director is aware of those grounds or a reasonable person in the position of director would be aware of those grounds. (2) A director is guilty of an offence and liable, on conviction, to a penalty of a fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both, if he or she contravenes subsection (1) knowingly, intentionally or recklessly and – (a) dishonestly and intending to gain, directly or indirectly, an advantage for himself or herself or another person; or (b) intending to deceive or defraud any person. (3) It is a defence for an offence against subsection (2) or for a contravention of subsection (1) in proceedings under section 27 if it is proved – (a) that, at the time the debt was incurred, the director – (i) had reasonable grounds to believe and did believe that a competent and reliable person was responsible for providing the director with adequate information as to whether the Corporation was solvent; and (ii) had reasonable grounds to believe and did believe that the person referred to in subparagraph (i) was fulfilling the responsibility referred to in that subparagraph; and (iii) expected, on the basis of information provided by the person referred to in subparagraph (i) , that the Corporation was solvent at that time and would remain solvent even if it incurred the debt and any other debts that it incurred at that time; or (b) that, at the time when the debt was incurred, the director had other reasonable grounds to expect, and did expect, that the Corporation was solvent and would remain solvent even if it incurred the debt and any other debts that it incurred at that time; or (c) that the director took all reasonable steps to prevent the Corporation from incurring the debt; or (d) that the director did not take part at the time in the Corporation's management because of illness or for some other good cause; or (e) that the director informed the Minister, before the debt was incurred, that the Corporation was insolvent or would become insolvent if the debt or the debt and other debts were incurred; or (f) that the debt was incurred as the direct result of a direction given under this Act to the director or the Corporation by the Minister. 24. False or misleading information (1) An officer must not – (a) make a statement concerning the affairs of the Corporation or a subsidiary to a director, the Minister or the Auditor-General that the officer knows is false or misleading in a material particular; or (b) omit from a statement concerning the affairs of the Corporation or a subsidiary of the Corporation made to a director, the Minister or the Auditor-General anything without which the statement is, to the officer's knowledge, misleading in a material particular. Penalty: Fine not exceeding 50 penalty units or a term of imprisonment not exceeding 2 years, or both. (2) A complaint against a person for an offence against subsection (1)(a) or (b) is sufficient if it states that the information given was false or misleading to the person's knowledge. (3) An officer must not give to a director, the Minister or the Auditor-General a document containing information that the officer knows is false, misleading or incomplete in a material particular without – (a) indicating to the recipient that the document is false, misleading or incomplete and the respect in which the document is false, misleading or incomplete; and (b) giving the correct information to the recipient if the officer has, or can reasonably obtain, the correct information. Penalty: Fine not exceeding 25 penalty units or a term of imprisonment not exceeding one year, or both. 25. Reliance on information or advice If – (a) an officer of the Corporation relies on information, or professional or expert advice, given or prepared by – (i) an employee of the Corporation who the officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or (ii) a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the person's professional or expert competence; or (iii) another officer in relation to matters within the officer's authority; or (iv) a committee of officers on which the officer did not serve in relation to matters within the committee's authority; and (b) the reliance was made – (i) in good faith; and (ii) after making an independent assessment of the information or advice, having regard to the officer's knowledge of the Corporation and the complexity of the structure and operations of the Corporation; and (c) the reasonableness of the officer's reliance on the information or advice arises in proceedings brought to determine whether an officer has performed a duty under this Act or an equivalent general law duty – the officer's reliance on the information or advice is taken to be reasonable unless the contrary is proved. 26. Director to disclose material personal interest (1) A director who has or may have a material personal interest in a matter that relates to the affairs of the Corporation must give the other directors notice of the interest except where – (a) the interest – (i) arises in relation to the director's remuneration as a director of the Corporation; or (ii) relates to a contract that insures, or would insure, the director against liabilities the director incurs as an officer of the Corporation (but only if the contract does not make the Corporation or a related body the insurer); or (iii) relates to any payment by the Corporation to a related body in respect of an indemnity permitted under section 35 ; or (iv) is in a contract, or proposed contract, with or for the benefit of, or on behalf of, a related body of the Corporation and arises because the director is a director of the related body; or (v) is a beneficial interest in shares in a public company, within the meaning of the Corporations Act of the Commonwealth, and the total number of shares in which the director has a beneficial interest does not exceed 5% of the total number of shares issued by the company; or (b) all of the following conditions are satisfied: (i) the director has already given notice of the nature and extent of the interest and its relationship to the affairs of the Corporation to all directors under this subsection; (ii) if after the time when notice of the nature and extent of the interest and its relationship to the affairs of the Corporation under this subsection was given, a person who was not a director of the Corporation at that time is appointed as a director, that notice is given to the new director; (iii) the nature or extent of the interest has not materially increased above that disclosed in the notice; or (c) the director has given a standing notice of the nature and extent of the interest under section 28(3) and the notice is still effective in relation to the interest. Penalty: Fine not exceeding 500 penalty units. (2) For the purposes of subsection (1) , a body is a related body in respect of the Corporation if the body is a subsidiary of the Corporation. (3) The notice of a director's material personal interest in a matter that relates to the affairs of the Corporation must – (a) include details of – (i) the nature and extent of the interest; and (ii) the relationship of the interest to the affairs of the Corporation; and (b) be given at a meeting of the Board as soon as practicable after the director becomes aware of his or her interest in the matter. (4) The details of the notice of a director's material personal interest in a matter that relates to the affairs of the Corporation must be – (a) recorded in the minutes of the meeting at which the notice is given; and (b) provided to the Minister. (5) A contravention of subsection (1) by a director does not affect the validity of an act or proceeding of the Board or of any person (including that director) acting pursuant to any direction of the Board. 27. Board may declare material personal interest (1) If the Board is of the opinion that a director has a material personal interest in a matter that relates to the affairs of the Corporation, it may pass a resolution declaring – (a) that the director has such an interest; and (b) the nature and extent of the interest; and (c) the relationship of the interest to the affairs of the Corporation. (2) If a declaration is made under subsection (1) , the director declared to have a material personal interest is taken to have that interest. (3) The details of a declaration made under subsection (1) must be provided to the Minister. (4) The making of a declaration under subsection (1) does not preclude the taking of proceedings for an offence against section 26(1) in respect of the failure of the director to give notice of the material personal interest. 28. Standing notice of director's interest (1) A director who has an interest, whether direct or indirect, in a matter that relates to the affairs of the Corporation may give the other directors of the Corporation standing notice of the nature and extent of the interest. (2) The standing notice may be given at any time and whether or not the matter relates to the affairs of the Corporation at the time the notice is given. (3) The standing notice must – (a) include details of the nature and extent of the interest; and (b) be given – (i) at a meeting of the Board, either in writing or orally; or (ii) to the other directors individually in writing. (4) Standing notice given to the directors individually – (a) must be tabled at the next meeting of the Board after it has been given; and (b) is given when it has been given to every director. (5) The details of the standing notice given at or tabled at a meeting of the Board must be – (a) recorded in the minutes of the meeting; and (b) provided to the Minister. (6) A standing notice – (a) takes effect as soon as it is given; and (b) ceases to have effect if a person who was not a director of the Corporation at the time when the notice was given is appointed as a director. (7) A standing notice that has ceased to have effect under subsection (6) recommences to have effect if it is given to the new director referred to in that subsection. (8) A standing notice ceases to have effect in relation to a particular interest if the nature or extent of the interest materially increases above that disclosed in the notice. 29. Restriction on director's participation in case of material personal interest (1) If a director has a material personal interest in a matter being considered at a meeting of the Board, the director must not, except as allowed by the Board under subsection (4) – (a) be present while the matter is being considered; and (b) vote on the matter. (2) If – (a) a director has a material personal interest in a contract that the Corporation has with a person; and (b) either – (i) the director, in compliance with subsection (1) , was not present while the Board considered whether to enter into the contract and did not vote on the matter; or (ii) the director was allowed under subsection (4) to be present while the Board considered whether to enter into the contract and to vote on the matter – the Corporation, by reason of the director holding that interest, cannot avoid the contract and the director is not liable to account to the Corporation for any profits derived from that interest. (3) If – (a) a director has a material personal interest in a contract that the Corporation has with a person; and (b) the director, in contravention of subsection (1) , was present while the Board considered whether to enter into the contract or voted on the matter – the Corporation, by reason of the director holding that interest, may avoid the contract and the director is liable to account to the Corporation for any profits derived from that interest if the Board so determines by written notice provided to the director. (4) If a director has a material personal interest in a matter being considered by the Board and the Board, in the absence of the director, passes a resolution that – (a) identifies the director, the nature and extent of the interest and its relationship to the affairs of the Corporation; and (b) states that the interest should not disqualify the director from being present when the matter is considered by the Board or from voting on the matter – the director may be present when the matter is considered by the Board and may vote on the matter. (5) Nothing in subsection (4) affects the duty of the Board to provide notice of the material personal interest to the Minister under section 26(4) , section 27(3) or section 28(5) . 30. Director may be required to divest of material personal interest If the Minister considers that a material personal interest held by a director is such that holding the interest is not consistent with the proper discharge of his or her duties as director, the Minister may require the director to either divest himself or herself of the interest or resign as director. 31. Civil penalty order (1) In this section, court means a court of summary jurisdiction. (2) If a person contravenes section 22(2) , (3) , (6) or (7) or section 23(1) , the Corporation or a person authorised in writing by the Minister may apply to the court, within 6 years after the contravention, for an order under subsection (3) . (3) If the court is satisfied of the matters specified in subsection (4) , the court may make one or more of the following orders: (a) an order prohibiting the person from being an officer of the Corporation for the period specified in the order; (b) an order that the person pay to the Minister an amount not exceeding $200 000. (4) Before making an order under subsection (3) , the court must be satisfied that – (a) the person has contravened section 22(2) , (3) , (6) or (7) or section 23(1) ; and (b) the contravention of that section – (i) materially prejudices the interests of the Corporation; or (ii) materially prejudices the ability of the Corporation to pay its creditors; or (iii) is serious. (5) The court must not make an order under subsection (3)(a) if the court is satisfied that the person is a fit and proper person to be an officer of the Corporation despite the contravention. (6) The court must not make an order under subsection (3)(b) if the court or any other court has ordered the person to pay punitive damages because of the act or omission constituting the contravention. (7) In proceedings under this section, the court may relieve a person who has contravened section 22(2) , (3) , (6) or (7) or section 23(1) from the whole or part of a liability to which the person would otherwise be subject, or that might otherwise be imposed on the person, because of the contravention if the court is satisfied that – (a) the person has acted honestly; and (b) having regard to all the circumstances of the case (including, where appropriate, circumstances connected with the person's appointment as an officer), the person ought fairly to be excused for the contravention. (8) An application made under subsection (2) is a civil matter and the rules of evidence and procedure that the court applies in hearing and determining civil matters apply in relation to the hearing and determination of the application. (9) Proceedings may be commenced and determined under this section whether or not proceedings for an offence against section 22(2) , (3) , (6) or (7) or section 23(2) have been commenced or determined. (10) The Minister may enforce an order made under subsection (3)(b) as if it were a judgment of the court. 32. Proceedings under this Part prevail If, in respect of an act or omission, a person could be charged with an offence against this Part and could be found to have breached the Code of Conduct within the meaning of the State Service Act 2000 , proceedings may only be commenced under this Part. 33. Proceedings for offence (1) Proceedings for an offence against this Part may be commenced within 5 years after the commission of the act or omission which constitutes the offence notwithstanding any contrary provision in any other Act. (2) Proceedings for an offence against this Part may be instituted and determined in a court of summary jurisdiction. (3) Proceedings for an offence against this Part may be instituted by a person authorised in writing by the Minister. (4) Proceedings for an offence against section 22(2) , (3) , (6) or (7) or section 23(2) may be commenced and determined whether or not proceedings under section 31 in respect of the contravention of section 22(2) , (3) , (6) or (7) or section 23(1) have been commenced or determined. 34. Compensation and other payments for contravention of this Part (1) Sections 22 , 23 , 24 , 25 and 26 have effect in addition to any rule of law relating to the function, power or liability of a person because of the person's office or employment in the Corporation and do not affect the right of any person to institute civil proceedings in relation to a contravention of any of those provisions. (2) If a person is found guilty of an offence against section 22(2) , (3) , (6) or (7) or section 23(2) or an order is made under section 31(3) in respect of a contravention of section 22 or 23 , the court making that finding or order may, in addition to any other penalty it may impose or order it may make, order the person to pay to the Corporation or subsidiary of the Corporation – (a) any profit made by the person as a result of the contravention of section 22 or 23 ; and (b) an amount equal to any loss and damage the Corporation or subsidiary of the Corporation suffered as a result of the contravention of section 22 or 23 . (3) The Corporation or subsidiary of the Corporation may enforce an order made under subsection (2) as if it were a judgment of the court. 35. Indemnifying officers (1) The Corporation must not exempt a person, whether directly or through an interposed person, from a liability to – (a) the Corporation; or (b) a subsidiary of the Corporation – incurred as an officer. (2) A subsidiary of the Corporation must not exempt a person, whether directly or through an interposed person, from a liability to – (a) that subsidiary; or (b) the Corporation; or (c) another subsidiary of the Corporation – incurred as a person who is concerned with, or takes part in, the management of that subsidiary, the Corporation or other subsidiary. (3) The Corporation or subsidiary of the Corporation must not indemnify a person, whether by agreement or by making a payment and whether directly or through an interposed person, against any of the following liabilities incurred as an officer of the Corporation: (a) a liability owed to the Corporation, that subsidiary or another subsidiary of the Corporation; (b) a liability to pay compensation under an order made under section 34 ; (c) a liability that is owed to someone other than the Corporation, that subsidiary or another subsidiary of the Corporation and that did not arise out of conduct in good faith. (4) Subsection (3) does not apply to a liability for legal costs. (5) The Corporation or subsidiary of the Corporation must not indemnify a person, whether by agreement or by making a payment and whether directly or through an interposed person, against legal costs incurred in defending an action for a liability incurred as an officer of the Corporation if the costs are incurred – (a) in defending or resisting proceedings in which the person is found to have a liability for which he or she could not be indemnified under subsection (3) ; or (b) defending or resisting proceedings for an offence in which the person is found guilty. (6) For the purposes of subsection (5) , the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings. (7) An instrument is void so far as it provides for the Corporation to do something that is prohibited by this section. (8) The Statutory Authorities (Protection from Liability of Members) Act 1993 does not apply in respect of the Corporation or its directors. PART 5 - Directions, Plans, Property Instruments and Remediation Division 1 - Directions and plans 35A. Statement of ministerial expectations (1) The Minister may provide to the Board, not less than 3 months before the start of each financial year, a statement of ministerial expectations in relation to the financial year of the Corporation. (2) The Minister is to have regard to the Corporation's objectives and functions in preparing a statement of ministerial expectations. (3) The Minister, by notice to the Board, may amend a statement of ministerial expectations in relation to a financial year of the Corporation. (4) The Board is to make available for viewing by members of the public, in the manner that the Board thinks fit, a copy of the statement of ministerial expectations last provided by the Minister, as amended, if at all, under subsection (3) . (5) Subject to subsection (6) , the Board must ensure that the business and affairs of the Corporation in relation to a financial year of the Corporation are conducted in a manner that is consistent with the statement of ministerial expectations in relation to the financial year. (6) In the event of an inconsistency between a statement of ministerial expectations and another requirement under this Act, the other requirement prevails to the extent of the inconsistency. 36. Ministerial directions (1) Subject to subsection (2) , after consulting with the Board, the Minister, by notice in writing, may give the Board directions in connection with the functions and powers of the Corporation. (1A) The directions that may be given under subsection (1) include a direction to the Board to – (a) prepare a report in connection with the functions and powers of the Corporation and provide it to the Minister; and (b) provide to the Minister information in connection with the functions and powers of the Corporation. (2) The Minister must not direct the Board to enter into any contract on behalf of the Corporation, or direct the Board to vary, terminate or rescind any contract to which the Corporation is a party. (3) The Board must comply with any direction given by the Minister. 37. Site master plan (1) After consulting with the Board, the Minister, by notice in writing to the Board, may direct the Board to prepare a site master plan in respect of the site. (2) The site master plan is to include the following: (a) a framework for the redevelopment of the site in accordance with the principal objectives of the Corporation; (b) the major strategies the Board intends to use to facilitate the redevelopment of the site in accordance with that framework and the principal objectives of the Corporation. (3) The Board is to provide a copy of the site master plan to the Minister for approval. (4) The Minister may – (a) approve the site master plan; or (b) require the Board to amend the site master plan before approving it. (5) The Board may prepare an amendment of the site master plan at any time. (6) An amendment of the site master plan may take the form of a replacement site master plan. (7) An amendment of the site master plan takes effect when the Minister approves the amendment. (8) Except where the Minister otherwise approves, the Corporation must act in accordance with the site master plan for the time being in existence. 38. Corporate plan (1) The Board, by 31 May in each year, is to prepare a corporate plan in respect of the period of 3 years commencing on 1 July in that year. (2) The corporate plan is to include the following: (a) the objectives of the corporate plan; (b) the major strategies to be used to progress those objectives; (c) a statement of the Corporation's financial plans. (3) The corporate plan must be consistent with any site master plan for the time being in existence. (4) The Board is to provide a copy of the proposed corporate plan to the Minister for approval. (5) The Minister, may – (a) approve the corporate plan; or (b) require the Board to amend the corporate plan before approving it. (6) The Board may prepare an amendment of its corporate plan at any time. (7) An amendment of the corporate plan takes effect when the Minister approves the amendment. (8) An amendment of the corporate plan may take the form of a replacement corporate plan. (9) Except where the Minister otherwise approves, the Corporation must act in accordance with its corporate plan for the time being in existence. 39. Notification of matters The Board is to notify the Minister, as soon as practicable, of any matters that, in the opinion of the Board, may – (a) prevent or significantly affect the carrying out of any current site master plan approved by the Minister; or (b) prevent or significantly affect the achievement of the objectives specified in the current corporate plan; or (c) significantly affect the financial viability or operating ability of the Corporation; or (d) significantly affect any other policy or program specified in the current corporate plan. Division 2 - Property instruments and remediation 39A. Corporation is public authority for certain purposes For the avoidance of doubt, the Corporation is a public authority for the purposes of section 90A and 90AB of the Conveyancing and Law of Property Act 1884 . 39B. Corporation or Minister may enter into covenants and agreements affecting site (1) The Corporation or the Minister may enter into, with the purchaser or registered proprietor of land that is a part of the site, a positive or negative covenant, or both, relating to the land. (2) The Corporation or the Minister may enter into, with the purchaser or registered proprietor of land that is a part of the site, an agreement concerning the use or redevelopment, or both, of the land. (3) The Corporation or the Minister, in writing, may direct the Recorder of Titles to record, on the folio of the Register for the land that is the subject of the covenant or agreement, a covenant or agreement entered into under this section by the Corporation, or the Minister, respectively. (4) On receiving a direction under subsection (3) in relation to a covenant or agreement, the Recorder of Titles is to record, as he or she considers appropriate, the covenant or agreement on the relevant folio of the Register for the land that is the subject of the covenant or agreement. (5) The benefits and burdens of a covenant or agreement entered into under this section run with the land that is the subject of the covenant or agreement, and the covenant or agreement is enforceable between the parties to it and any person deriving title to the land under any such party. 39C. Amendment or extinguishment of covenant or agreement (1) The Corporation or the Minister may enter into, with the registered proprietor of land that is the subject of a covenant (the earlier covenant) entered into under section 39B(1) by the Corporation or the Minister, respectively, a covenant to amend or extinguish the earlier covenant. (2) The Corporation or the Minister may enter into, with the registered proprietor of land that is the subject of an agreement (the earlier agreement) entered into under section 39B(2) by the Corporation or the Minister, respectively, an agreement to amend or extinguish the earlier agreement. (3) If a covenant or agreement is – (a) recorded, under section 39B , on a folio of the Register for the land that is the subject of the covenant or agreement; and (b) amended or extinguished in accordance with a covenant or agreement entered into under this section by the Corporation or the Minister – the Corporation or the Minister, respectively, is to direct, in writing, the Recorder of Titles to alter the folio of the Register for the land, so as to reflect the amendment or extinguishment. (4) On receiving a direction under subsection (3) in relation to an amendment of a covenant or agreement, the Recorder of Titles is to alter, as he or she considers appropriate so as to reflect the amendment, the relevant folio of the Register for the land that is the subject of the covenant or agreement. (5) On receiving a direction under subsection (3) in relation to an extinguishment of a covenant or agreement, the Recorder of Titles is to alter, as he or she considers appropriate so as to reflect the extinguishment, the relevant folio of the Register for the land that is the subject of the covenant or agreement. 39D. Compensation No compensation is payable by the Corporation or the Crown in respect of any action taken under section 39B or 39C . 39E. Powers under this Act additional to other powers The powers given by section 39B or 39C in relation to any dealing with land, or in relation to altering or otherwise dealing with the Register, are in addition to any other powers under another Act or any other law of Tasmania to deal with land, or to alter or otherwise deal with the Register. 39F. Remediation of site (1) Redevelopment of a part of the site may not occur until an accredited environmental auditor has certified that the remediation of the part of the site has occurred to a standard that is satisfactory for the purposes of the proposed redevelopment. (2) For the purposes of subsection (1) , an accredited environmental auditor is a person who is accredited under subsection (3) . (3) The Director, within the meaning of the Environmental Management and Pollution Control Act 1994 , may accredit a person as an environmental auditor for the purposes of this section. (4) The Director may only accredit a person as an environmental auditor for the purposes of this section if the Director is satisfied that the person has the necessary qualifications and experience to determine whether the remediation of all or part of the site has occurred to a standard that is satisfactory for the purposes of the proposed redevelopment. (5) The Director may accredit a person under subsection (3) on the conditions the Director thinks fit and specifies on the instrument of accreditation in relation to the person. (6) The Director may revoke the accreditation of a person as an environmental auditor under subsection (3) if the person has failed to comply with a condition of his or her accreditation. Division 3 - Planning 39G. Corporation may request Minister to prepare proposed amendments to planning scheme (1) The Board, by notice to the Minister, may request the Minister to prepare, in accordance with a draft, of the proposed amendments to the planning scheme, attached to the request – (a) proposed amendments to the relevant planning scheme that are to apply to the area of land that is within the site on the day on which this section commences; or (b) proposed amendments to the relevant planning scheme that are to apply to an area of land that is within the site but was not within the site on the day on which this section commences. (2) The Board may only issue – (a) one request under subsection (1) for the purposes of subsection (1)(a) ; and (b) one request under subsection (1) for the purposes of subsection (1)(b) in relation to each area of land that is within the site but was not within the site on the day on which this section commences. (3) If the Board intends to make a request to the Minister under subsection (1) , the Board must give to the relevant planning scheme planning authority, and the owners and occupiers of each area of land, any part of which adjoins the site, a notice – (a) specifying that the Board intends to make a request to the Minister under subsection (1) ; and (b) including a copy of the draft, of the proposed amendments to the planning scheme, that it intends to attach to the request under subsection (1) ; and (c) inviting the authority, owner and occupiers to make, under subsection (4) , within 21 days, representations in relation to the intended request and the draft referred to in paragraph (b) . (4) The relevant planning scheme planning authority and those owners and occupiers to whom a notice has been given under subsection (3) may, within 21 days, make representations to the Board in relation to the request, and the copy of the draft, included in the notice in accordance with subsection (3)(b) . (5) Without limiting the generality of subsection (4) , a representation made under that subsection by the relevant planning scheme planning authority may include – (a) a statement that the authority does not support the proposed request or draft; and (b) a statement of the amendments that would need to be made to the request and the draft in order for the authority to support them. (6) If one or more representations have been made under subsection (4) in relation to a request and a draft of amendments, the Board must, after the last day on which a representation may be made under that subsection – (a) consider the representations; and (b) determine whether or not to amend the proposed request and the draft of the amendments so as to take into account any of the representations. (7) If the Board determines under subsection (6)(b) to amend the proposed request and the draft of the amendments so as to take into account a representation made under subsection (4) – (a) the Board may amend the proposed request and the draft of the amendments so as to take into account the representation; and (b) the Board may submit to the Minister under subsection (1) the request, as so amended, and the draft of the amendments, as so amended; and (c) subsection (3) does not apply in relation to the request and the draft of the amendments. (8) A request under subsection (1) is to include – (a) a statement as to the consultation that the Board has undertaken in relation to the draft of the proposed amendments to the relevant planning scheme; and (b) a statement setting out how the draft of the proposed amendments to the relevant planning scheme – (i) furthers the requirements of the objectives set out in Schedule 1 to the Land Use Planning and Approvals Act 1993 ; and (ii) is consistent with any applicable State Policy within the meaning of the State Policies and Projects Act 1993 ; and (iii) is, as far as practicable, consistent with the Southern Regional Land Use Strategy made under the Land Use Planning and Approvals Act 1993 . 39H. Preparation of proposed amendments (1) The Minister, after receiving a request under section 39G(1) containing a draft of proposed amendments to the relevant planning scheme, must – (a) prepare proposed amendments to the relevant planning scheme in the form of the draft of the proposed amendments to the relevant planning scheme to which the request relates; or (b) after consultation with the Board, prepare proposed amendments to the relevant planning scheme in the form of the draft of the proposed amendments to the relevant planning scheme to which the request relates, altered by the Minister as the Minister thinks fit; or (c) require the Board to amend, in ac