Western Australia: Government Trading Enterprises Act 2023 (WA)

Western Australia Government Trading Enterprises Act 2023 Western Australia Government Trading Enterprises Act 2023 Contents Part 1 — Preliminary 1. Short title 1 2. Commencement 1 3. Terms used 1 4. Term used: subsidiary 1 5. Relationship to GTEs' Establishing Acts 1 6. Act binds Crown 1 Part 2 — Purpose and functions of GTEs 7. GTE's purpose 1 8. GTE's functions 1 9. Performance of GTE's functions 1 10. GTE may act at its discretion 1 Part 3 — Boards of directors Division 1 — Boards and board membership 11. Board to be GTE's governing body 1 12. Board membership 1 13. Appointment of board members 1 14. Directors' skills matrix 1 15. Recommending candidates for vacancies 1 16. Chairperson and deputy chairperson 1 17. Terms and conditions of appointment 1 18. Remuneration 1 19. Same remuneration for directors of GTE 1 20. Expenses 1 21. Casual vacancies 1 22. Leave of absence 1 23. Alternate directors 1 Division 2 — Review of board performance 24. Review of board performance: self‑assessment 1 25. Review of board performance: external review 1 Division 3 — Board committees 26. Committees 1 27. Audit and risk management committees 1 Division 4 — Board procedures 28. Holding meetings 1 29. Quorum 1 30. Presiding members 1 31. Procedure 1 32. Presence at meetings may be remote 1 33. Voting 1 34. Resolution without meeting 1 35. Minutes to be kept 1 Part 4 — CEOs 36. GTE's chief executive officer 1 37. Appointment 1 38. Selection criteria 1 39. Remuneration 1 40. Resignation 1 41. Acting chief executive officer 1 42. Review of CEO's performance 1 Part 5 — Duties of directors, CEOs and staff Division 1 — Preliminary 43. Executive officers 1 44. Attempts 1 Division 2 — Duties stated 45. Fiduciary relationship with, and duties to, GTE 1 46. Care and diligence 1 47. Good faith and proper purpose 1 48. Honesty 1 49. False or misleading information 1 50. Use of position 1 51. Use of information 1 52. Conflict of duties: public service officers 1 Division 3 — Remedies for breach of duties 53. Civil proceedings for breach of duties 1 54. Compensation for breach of duties 1 Division 4 — Relief from liability 55. Relief from liability 1 56. Application for relief from liability 1 Division 5 — Disclosure of material personal interests Subdivision 1 — Directors 57. Term used: committee 1 58. Disclosure of material personal interests 1 59. Participation by interested members 1 60. Quorum if section 59 applies 1 61. Portfolio Minister may declare section 59(1) or 60(1) inapplicable 1 62. Register of material personal interests 1 63. Matters that must be included in departments' annual reports 1 Subdivision 2 — CEOs 64. Disclosure of material personal interests 1 Division 6 — Loans, insurance, indemnities and exemptions 65. Prohibition on loans to directors and related persons 1 66. Directors and others not to be exempted or indemnified from certain liabilities 1 67. Insurance for certain liabilities of directors and others not to be provided 1 68. Certain indemnities, exemptions and insurance void 1 Part 6 — Strategic planning Division 1 — Preliminary 69. Terms used 1 Division 2 — Statement of expectations 70. Statement of expectations 1 71. Preparing draft statement of expectations 1 72. Adopting statement of expectations 1 73. Varying statement of expectations 1 Division 3 — Annual performance statement 74. Terms used 1 75. Annual performance statement for GTE 1 76. Submitting draft annual performance statement and related information 1 77. Adopting annual performance statement 1 78. Varying annual performance statement 1 79. Continuation of annual performance statement 1 Part 7 — Accountability and control Division 1 — Reporting 80. Terms used 1 81. Annual reports must be given to Portfolio Minister and Treasurer 1 82. Interim reports must be given to Portfolio Minister and Treasurer 1 83. Copies of certain reports must be laid before Parliament 1 84. Copies of certain reports must be made publicly available 1 85. Deletion of commercially sensitive information from copies of reports 1 Division 2 — Consultation and provision of information 86. Terms used 1 87. Consultation 1 88. Right to request, obtain and retain information 1 89. Duty to comply with information request 1 90. Minister must be kept informed 1 91. Notice of financial difficulty 1 92. Legal professional privilege preserved 1 Division 3 — Matters requiring approval Subdivision 1 — Preliminary 93. Term used: relevant entity 1 94. Approvals and declarations 1 Subdivision 2 — Disposal of significant assets 95. Terms used 1 96. Restriction on disposal of significant asset 1 97. Consultation regarding disposal of significant asset 1 98. Disposal orders 1 Subdivision 3 — Significant transactions 99. Terms used 1 100. Term used: significant transaction 1 101. Restriction on effecting significant transactions 1 102. Consultation regarding significant transactions 1 103. Approval of significant transactions 1 104. Excluded transactions 1 Subdivision 4 — Significant initiatives 105. Term used: significant initiative 1 106. Consultation regarding significant initiatives 1 Division 4 — Ministerial directions 107. GTEs not generally subject to direction by Government 1 108. Ministerial directions 1 109. Limitation on directions under section 108 1 110. When directions take effect 1 Division 5 — Policy orders 111. Policy orders 1 112. When policy orders cease to apply 1 Division 6 — Subsidiaries Subdivision 1 — Formation, acquisition and control of subsidiaries 113. Restriction on forming or acquiring subsidiary 1 114. Consultation regarding formation or acquisition of subsidiary 1 115. Control of subsidiary 1 116. Provisions affecting the Corporations Act 1 Subdivision 2 — Remuneration and expenses of directors and CEOs of wholly owned subsidiaries 117. Terms used 1 118. Remuneration of directors 1 119. Same remuneration for directors of subsidiary 1 120. Expenses of directors 1 121. Remuneration of chief executive officers 1 Division 7 — Protection from liability 122. No liability for certain acts and omissions: disclosure of information and documents 1 123. No liability for certain acts and omissions: compliance with Ministerial directions 1 Part 8 — Financial provisions Division 1 — Preliminary 124. Terms used 1 125. Delegation by Treasurer 1 Division 2 — Bank and other accounts 126. Terms used 1 127. Primary account of GTE 1 128. Other bank accounts of GTE 1 129. Operation of accounts 1 Division 3 — Investment 130. Application of Financial Management Act 2006 Part 3 Division 3 1 131. Investment of funds 1 Division 4 — Borrowing and guarantees 132. Borrowing powers 1 133. Borrowing limits 1 134. Breach of borrowing limits 1 135. Guarantee by Treasurer 1 136. Charges for guarantee 1 Division 5 — Risk management 137. Hedging transactions 1 Division 6 — Dividends 138. Solvency requirement 1 139. Dividend formula 1 140. Final dividend 1 141. Interim and special dividends 1 Division 7 — Financial administration and audit 142. Terms used 1 143. Obligation to keep financial records 1 144. Preparation of annual financial reports and directors' reports 1 145. Audit of annual financial report 1 146. Preparation of interim reports 1 147. Application of Financial Management Act 2006 sections 81 and 82 1 148. Treasurer's GTE instructions 1 149. Regulations concerning financial administration and audit 1 Division 8 — Local government rates exemption 150. Exemption from local government rates 1 151. Payment in lieu of local government rates 1 Part 9 — General provisions Division 1 — Protection of persons dealing with GTEs 152. Person dealing with GTE may make assumptions 1 153. Third party may make assumptions 1 154. Assumptions that may be made 1 155. Exception to sections 152 and 153 1 Division 2 — Formalities 156. Execution of documents 1 157. Contract formalities 1 Part 10 — Miscellaneous 158. Making certain things publicly available 1 159. Laying documents before Parliament not sitting 1 160. Regulations 1 Part 11 — Transitional provisions Division 1 — Preliminary 161. Terms used 1 162. New provisions that correspond to old provisions 1 Division 2 — Application of Interpretation Act 1984 163. Application of Interpretation Act 1984 1 Division 3 — General transitional provisions 164. Completion of things commenced before commencement day 1 165. Continuing effect of things done before commencement day 1 166. Relationship of this Division to other transitional provisions 1 Division 4 — Specific transitional provisions 167. Boards of directors 1 168. Chief executive officers 1 169. Designation of executive officers 1 170. Indemnities, exemptions and insurance for certain liabilities of directors and others 1 171. Statement of expectations 1 172. Annual performance statement 1 173. Bank and other accounts 1 174. Hedging transactions 1 175. Dividends 1 176. Financial administration and audit 1 177. Local government rates 1 Division 5 — Transitional regulations 178. Transitional regulations 1 Part 12 — Consequential amendments Division 1 — Electricity Corporations Act 2005 amended 179. Act amended 1 180. Section 3 amended 1 181. Section 3A inserted 1 3A. Relationship to GTE Act 1 182. Part 2 Division 2 deleted 1 183. Part 2 Division 3 Subdivision 1 deleted 1 184. Part 2 Division 3 Subdivision 2 heading replaced 1 Subdivision 2 — Power to engage and manage staff 185. Section 20 deleted 1 186. Section 21 amended 1 187. Part 2 Division 3 Subdivision 5 heading replaced 1 Subdivision 5 — Superannuation 188. Part 2 Division 4 heading replaced 1 Division 4 — Staff codes of conduct 189. Sections 27 to 30 deleted 1 190. Section 33 amended 1 191. Section 53 amended 1 192. Section 54 amended 1 193. Section 55 deleted 1 194. Section 56 deleted 1 195. Section 58 deleted 1 196. Section 59 amended 1 197. Section 60 amended 1 198. Section 61 replaced 1 61. Limitation of corporation's duty to act on commercial principles 1 199. Section 63 amended 1 200. Sections 64 to 70 deleted 1 201. Section 71 amended 1 202. Part 3 Division 4 deleted 1 203. Part 5 heading replaced 1 Part 5 — Ministerial directions 204. Part 5 Divisions 1 to 3 deleted 1 205. Part 5 Division 4 heading deleted 1 206. Sections 110 to 113 replaced 1 111. Directions that cannot be given under GTE Act s. 108 1 207. Part 5 Divisions 5 and 6 deleted 1 208. Part 6 deleted 1 209. Sections 134 to 136 replaced 1 134. Laying documents before Parliament not sitting 1 210. Section 138 amended 1 211. Schedules 1 to 4 deleted 1 Division 2 — Gold Corporation Act 1987 amended 212. Act amended 1 213. Various references to Salaries and Allowances Act 1975 s. 7C amended 1 Division 3 — Perth Market (Disposal) Act 2015 amended 214. Act amended 1 215. Section 28 amended 1 Division 4 — Pilbara Port Assets (Disposal) Act 2016 amended 216. Act amended 1 217. Section 27 amended 1 Division 5 — Port Authorities Act 1999 amended 218. Act amended 1 219. Section 3 amended 1 220. Section 3A inserted 1 3A. Relationship to GTE Act 1 221. Part 2 Division 2 heading replaced 1 Division 2 — Community consultation committees 222. Sections 7 to 13 deleted 1 223. Section 14A amended 1 224. Sections 14, 15A, 15B and 15 deleted 1 225. Section 17 amended 1 226. Section 20 deleted 1 227. Section 23 amended 1 228. Part 4 Division 1 heading deleted 1 229. Section 31 replaced 1 31. Relationship to Environmental Protection Act 1986 1 230. Section 32 amended 1 231. Sections 33, 34A and 34 deleted 1 232. Section 35 amended 1 233. Sections 39 to 43 deleted 1 234. Section 44 amended 1 235. Part 4 Division 2 deleted 1 236. Part 5 deleted 1 237. Part 6 heading deleted 1 238. Part 6 Divisions 1 to 5 deleted 1 239. Part 6 Division 6 heading deleted 1 240. Sections 133 to 135 replaced 1 133. Laying documents before Parliament not sitting 1 241. Section 139 amended 1 242. Part 12 deleted 1 243. Schedules 2 to 5 deleted 1 Division 6 — Racing and Wagering Western Australia Act 2003 amended 244. Act amended 1 245. Section 21A amended 1 246. Section 21B amended 1 Division 7 — Salaries and Allowances Act 1975 amended 247. Act amended 1 248. Section 4 amended 1 249. Section 7C replaced 1 7BA. Term used: Government entity 1 7C. Determinations as to remuneration of executive officers of Government entities 1 7D. Determinations as to remuneration of directors of certain Government entities 1 7E. Determinations as to allowance for directors of certain GTEs: audit and risk committee members 1 250. Section 8 amended 1 251. Section 10 amended 1 252. Section 10A amended 1 253. Schedule 2 amended 1 Division 8 — Statutory Corporations (Liability of Directors) Act 1996 amended 254. Act amended 1 255. Section 4 amended 1 256. Schedule 1 amended 1 Division 9 — Water Corporations Act 1995 amended 257. Act amended 1 258. Section 3 amended 1 259. Section 3A inserted 1 3A. Relationship to GTE Act 1 260. Section 7A amended 1 261. Part 2 Division 2 replaced 1 Division 2 — Regional water corporation board members 7. Appointing board member: special provision for regional water corporations 1 262. Sections 13, 14A, 14B and 14 deleted 1 263. Section 16 amended 1 264. Section 18 deleted 1 265. Part 2 Division 4 heading replaced 1 Division 4 — Staff codes of conduct 266. Sections 20 to 23 deleted 1 267. Section 26 amended 1 268. Sections 28A and 28 deleted 1 269. Section 29 amended 1 270. Sections 30 to 34 deleted 1 271. Section 35 amended 1 272. Part 3 Division 3 deleted 1 273. Parts 4 and 5 deleted 1 274. Sections 87 to 89 replaced 1 87. Laying documents before Parliament not sitting 1 275. Section 91 amended 1 276. Schedules 1 to 4 deleted 1 Division 10 — Western Australian Land Authority Act 1992 amended 277. Act amended 1 278. Section 4 amended 1 279. Section 4A inserted 1 4A. Relationship to GTE Act 1 280. Sections 6 to 8B deleted 1 281. Sections 10, 11A and 11B deleted 1 282. Section 12 amended 1 283. Section 14 amended 1 284. Section 14A deleted 1 285. Section 14D amended 1 286. Section 16A deleted 1 287. Section 16C deleted 1 288. Section 17 amended 1 289. Sections 17A to 17C deleted 1 290. Section 19 deleted 1 291. Section 22 deleted 1 292. Section 23 amended 1 293. Sections 23A to 23D deleted 1 294. Parts 3A and 5 deleted 1 295. Sections 45, 45AA and 45A replaced 1 45. Laying documents before Parliament not sitting 1 296. Section 47 amended 1 297. Schedules 1 and 1A deleted 1 298. Schedule 2 amended 1 299. Schedules 3 and 3A deleted 1 Division 11 — Western Australian Treasury Corporation Act 1986 amended 300. Act amended 1 301. Section 8AA amended 1 302. Section 8AB amended 1 303. Section 9 amended 1 Schedule 1 — Effect of provisions to be included in constitution or governing instrument of subsidiary of GTE 1. Disposal of shares or interests 1 2. Board or governing body 1 3. Issue and transfer of shares or interests restricted 1 4. Subsidiary must not have subsidiaries 1 5. Subsidiary to furnish information to GTE 1 Notes Compilation table 1 Uncommenced provisions table 1 Defined terms Western Australia Government Trading Enterprises Act 2023 An Act — * to provide for the purpose and governance of, strategic planning by, and accountability and control of, certain government trading enterprises; and * to amend certain Acts consequentially; and * for related purposes. Part 1 — Preliminary 1. Short title This is the Government Trading Enterprises Act 2023. 2. Commencement This Act comes into operation as follows — (a) Part 1 — on the day on which this Act receives the Royal Assent; (b) the rest of the Act — on a day fixed by proclamation, and different days may be fixed for different provisions. 3. Terms used (1) In this Act — annual performance statement, for a GTE, means the GTE's annual performance statement for the time being in effect under Part 6 Division 3; board, in relation to a GTE, means the GTE's board under section 11; chief executive officer, in relation to a GTE, means the person holding or acting in the office of chief executive officer of the GTE under section 37 or 41; Corporations Act means the Corporations Act 2001 (Commonwealth); director, in relation to a GTE, means a member of the GTE's board; directors' skills matrix, in relation to a GTE, has the meaning given in section 14; Establishing Act, in relation to a GTE, means the Act under which the GTE is established; executive officer, in relation to a GTE, means a member of staff of the GTE designated as an executive officer under section 43; Government entity has the meaning given in the Salaries and Allowances Act 1975 section 7BA; GTE means a body corporate established under 1 of the following — (a) the Electricity Corporations Act 2005 section 4; (aa) the Keystart Act 2024 section 6; (b) the Port Authorities Act 1999 section 4; (c) the Water Corporations Act 1995 section 4; (d) the Western Australian Land Authority Act 1992 section 5; GTE Minister means the Minister to whom the administration of this Act is committed; member of staff, in relation to a GTE — (a) means a person employed under the GTE's Establishing Act; and (b) includes a person who is a member of staff of a port authority by operation of the Port Authorities Act 1999; Note for this definition: A GTE's chief executive officer is appointed under this Act and is not a member of staff as defined. policy order has the meaning given in section 111(1); Portfolio Minister, for a GTE or a subsidiary of a GTE, means the Minister to whom the administration of the GTE's Establishing Act is committed; prescribed means prescribed by regulations made under this Act; remuneration has the meaning given in the Salaries and Allowances Act 1975 section 4(1); specified, in relation to an instrument or document made under or referred to in this Act, means specified in that instrument or document; statement of expectations, for a GTE, means the GTE's statement of expectations for the time being in effect under Part 6 Division 2; statement period has the meaning given in section 69(1); subsidiary has the meaning given in section 4; Treasurer means the Treasurer of the State; unable to act, in relation to an office holder, includes being on leave, whether extended, for illness or otherwise. (2) A reference in this Act to doing a thing or to a thing done includes a reference to omitting to do a thing or to a thing omitted to be done. [Section 3 amended: No. 44 of 2024 s. 63.] 4. Term used: subsidiary (1) In this Act — subsidiary means an entity that is the subsidiary of another entity under subsection (2) or (3). (2) The Corporations Act Part 1.2 Division 6 applies for the purpose of determining whether one entity is a subsidiary of another. (3) An entity (entity B) is a subsidiary of another (entity A) if — (a) entity B is a unit trust, joint venture or partnership; and (b) entity A has an interest in, or other rights in connection with, entity B entitling entity A to — (i) control the composition of the governing body of entity B; or (ii) cast, or control the casting of, more than one‑half of the maximum number of votes that might be cast at a general meeting of entity B; or (iii) control the business affairs of entity B. 5. Relationship to GTEs' Establishing Acts This Act is, in relation to a GTE's Establishing Act, to be read with the Establishing Act as if they were a single Act. 6. Act binds Crown This Act binds the Crown in right of Western Australia and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities. Part 2 — Purpose and functions of GTEs 7. GTE's purpose A GTE's purpose is to advance the public benefit through the performance of its functions. 8. GTE's functions A GTE's functions are — (a) the functions conferred on it under its Establishing Act; and (b) any other functions conferred on it under this Act or another written law. 9. Performance of GTE's functions (1) A GTE must perform its functions in accordance with its statement of expectations and annual performance statement and, in particular, must — (a) endeavour to pursue performance objectives and attain key performance indicators contained in its annual performance statement; and (b) endeavour to achieve financial outcomes that are consistent with forecasts and forward year estimates contained in its annual performance statement. (2) A GTE in performing its functions must, consistently with its purpose — (a) endeavour to achieve policy objectives set out in a policy order applying to the GTE; and (b) act in accordance with prudent commercial principles. 10. GTE may act at its discretion (1) The fact that a GTE has a function given to it by its Establishing Act or any other written law does not impose a duty on it to do any particular thing. (2) A GTE has a discretion as to how and when it performs its functions, subject to — (a) this Act; and (b) the GTE's Establishing Act; and (c) any direction given to the GTE under this Act or the GTE's Establishing Act. Part 3 — Boards of directors Division 1 — Boards and board membership 11. Board to be GTE's governing body (1) A GTE must have a board. (2) A GTE's board is its governing body with authority, in the name of the GTE, to — (a) perform its functions; and (b) determine its policies; and (c) control its affairs. 12. Board membership (1) A GTE's board consists of between 5 and 9 members. (2) A board may, with the GTE Minister's approval, have less than 5 or more than 9 members. (3) A GTE must ensure that the prescribed details of the membership of the GTE's board are publicly available. 13. Appointment of board members (1) The Portfolio Minister must, after consultation with the board, appoint the members of a GTE's board. (2) The Portfolio Minister may, with the approval of the GTE Minister, appoint a GTE's chief executive officer to its board. (3) The Portfolio Minister cannot appoint a member of staff of a GTE to its board. (4) In appointing the members of a GTE's board, the Portfolio Minister must comply with any requirements contained in the GTE's Establishing Act. Note for this subsection: The Water Corporations Act 1995 section 7 sets out requirements applying to the appointment of a member to the board of a regional water corporation. (5) Upon making an appointment to a GTE's board, the Portfolio Minister must make the prescribed details of the appointment publicly available. 14. Directors' skills matrix (1) A GTE's board and the Portfolio Minister must endeavour to agree a skills matrix for the board (the directors' skills matrix). (2) The board and the Portfolio Minister may, by agreement, amend or replace the directors' skills matrix from time to time. (3) The directors' skills matrix must indicate the skills, qualifications and experience required of the GTE's directors, individually and collectively. (4) The Portfolio Minister for a GTE must take into account the directors' skills matrix of the GTE when making an appointment to the GTE's board. (5) The regulations may provide for any of the following — (a) the processes by which a directors' skills matrix is to be agreed, reviewed, amended or replaced; (b) the adoption of a directors' skills matrix in the absence of agreement; (c) the content of a directors' skills matrix. 15. Recommending candidates for vacancies (1) If a vacancy occurs, or is soon to occur, in the membership of a GTE's board, the board may recommend a candidate to the Portfolio Minister. (2) The recommendation must include advice to the Portfolio Minister on the extent to which the board, if the candidate were to be appointed, would satisfy the directors' skills matrix. (3) The Portfolio Minister is not required to wait for, or follow, a recommendation. 16. Chairperson and deputy chairperson (1) The Portfolio Minister for a GTE — (a) must designate a director to be the chairperson of the GTE's board; and (b) may designate a director to be the deputy chairperson of the GTE's board. (2) While the position of chairperson is vacant or while the chairperson is unable to act — (a) the deputy chairperson, if any, must act in the chairperson's place; and (b) if there is no deputy chairperson or if the deputy chairperson is unable to act, the Portfolio Minister must designate another director to act in the chairperson's place. (3) The Portfolio Minister cannot, under subsection (1)(a) or (b) or (2)(b), designate a director who is also the GTE's chief executive officer. (4) While the deputy chairperson or another director is acting in the chairperson's place — (a) the deputy chairperson or other director is taken to be the chairperson and has the equivalent entitlements of the chairperson; and (b) the chairperson, if any, is not entitled to remuneration under section 18, unless the Portfolio Minister approves otherwise. (5) An act or omission of the deputy chairperson or another director acting in place of the chairperson cannot be questioned on the ground that the occasion for acting had not arisen or had ceased. 17. Terms and conditions of appointment (1) The duties of a director of a GTE need not be performed on a full‑time basis. (2) A director of a GTE holds office on the terms and conditions of appointment determined by the Portfolio Minister. (3) A director of a GTE, other than a director who is also the GTE's chief executive officer — (a) holds office for the period, not exceeding 3 years, specified in the instrument of appointment; and (b) is eligible for reappointment, but cannot hold office for more than 9 consecutive years. (4) A director of a GTE who is also the GTE's chief executive officer — (a) holds office for the period specified in the instrument of appointment; and (b) is eligible for reappointment. (5) The power to determine a director's remuneration is subject to section 18. 18. Remuneration (1) Subsection (2) applies in relation to the remuneration of a director of a GTE while — (a) the GTE is a Government entity; and (b) the director is a director for the purposes of the Salaries and Allowances Act 1975 section 7D. (2) The remuneration of the director must be determined by the Portfolio Minister within the range determined by the Salaries and Allowances Tribunal under the Salaries and Allowances Act 1975 section 7D. (3) Subsection (4) applies in relation to the remuneration of a director of a GTE while either — (a) the GTE is not a Government entity; or (b) the GTE is a Government entity but the office of the director is prescribed for the purposes of paragraph (b) of the definition of director in the Salaries and Allowances Act 1975 section 7D(1). (4) The remuneration of the director must be determined by the Portfolio Minister. (5) The Portfolio Minister for a GTE is not required, under subsection (2) or (4), to redetermine the remuneration of a director of the GTE if they held office as a director of the GTE immediately before the day on which the subsection began to apply to them. (6) Despite subsections (1) to (5), a director is not entitled to remuneration under this Division if 1 or more of the following applies to the director — (a) the director is also the GTE's chief executive officer; (b) the director holds a full‑time office or position that is remunerated out of funds appropriated by Parliament; (c) a prescribed circumstance applies to or in relation to the director. (7) This section, other than subsection (6), has effect subject to section 19. 19. Same remuneration for directors of GTE (1) This section applies to the remuneration of a GTE's directors, other than of — (a) its chairperson; and (b) its deputy chairperson; and (c) a director whose office is prescribed for the purposes of paragraph (b) of the definition of director in the Salaries and Allowances Act 1975 section 7D(1). (2) A determination by the Portfolio Minister of the remuneration of a director of the GTE under section 18 has effect as the determination of the remuneration of each other director of the GTE to whom this section applies. 20. Expenses A GTE's director may be reimbursed expenses reasonably incurred in the performance of their functions as a director, as determined by the Portfolio Minister from time to time. 21. Casual vacancies (1) The office of a director of a GTE becomes vacant if the director — (a) dies, resigns under this section or is removed from office under this section; or (b) is, according to the Interpretation Act 1984 section 13D, a bankrupt or a person whose affairs are under insolvency laws; or (c) is convicted of an offence punishable by imprisonment for more than 12 months. (2) A director of a GTE may at any time resign from office by writing signed and given to the Portfolio Minister. (3) The resignation takes effect on the later of — (a) receipt by the Portfolio Minister; and (b) the day specified in the resignation. (4) The Portfolio Minister for a GTE may at any time remove a director from the GTE's board and is not required to give reasons. 22. Leave of absence (1) A GTE's board may grant a director leave of absence for a period not exceeding 1 month, on the terms and conditions that it considers appropriate. (2) With the prior approval of the Portfolio Minister, a GTE's board may grant a director leave of absence for a period exceeding 1 month, on the terms and conditions that it considers appropriate. 23. Alternate directors (1) If a GTE's director is unable to act, or it is anticipated that they will be unable to act, the Portfolio Minister may appoint another person as an alternate director to act in the director's place while the director is unable to act. (2) Subsection (1) does not apply in relation to the chairperson of a GTE's board. Note for this subsection: Section 16 makes provision for when a GTE's chairperson is unable to act. (3) In making an appointment under subsection (1), the Portfolio Minister must, to the extent practicable, take into account the directors' skills matrix of the GTE. (4) If a GTE's director is acting as the chairperson, the Portfolio Minister may, under subsection (1), appoint another person as an alternate director to act temporarily in the director's place. (5) A member of staff of a GTE cannot be appointed as an alternate director of the GTE. (6) While acting in accordance with their appointment, an alternate director is taken to be a director of the GTE and to have the equivalent entitlements of the director in whose place they are acting. (7) A director is not entitled to remuneration under section 18 while an alternate director is acting in the place of the director, unless the Portfolio Minister approves otherwise. (8) An act or omission of an alternate director cannot be questioned on the ground that the occasion for the appointment or acting had not arisen or had ceased. Division 2 — Review of board performance 24. Review of board performance: self‑assessment (1) A GTE's board must, on an annual basis, give the Portfolio Minister a report on its assessment of its performance over the year following the year covered by its previous report to the Minister under this section. (2) The first report of a GTE's board under this section must cover the period, and be given to the Portfolio Minister within the period, agreed by the Minister and the board. (3) The report of a GTE's board must include — (a) an assessment, by reference to the GTE's statement of expectations and annual performance statement, of the board's performance in governing the GTE; and (b) an assessment of the board's performance, collectively and individually, by reference to self‑assessment criteria agreed by the Portfolio Minister and the Board. (4) If a GTE's board and the Portfolio Minister cannot agree self‑assessment criteria within a reasonable time, the Minister may determine the criteria that are to apply. 25. Review of board performance: external review (1) A GTE's board must arrange for its performance to be externally reviewed, and a report to be given to the Portfolio Minister, in accordance with the regulations. (2) The matters that the regulations may deal with include — (a) the periodicity of review; and (b) the criteria of review, including by providing that some or all of the criteria may be determined by the Portfolio Minister; and (c) the process for appointing, and the skills, qualifications and experience of, a reviewer. (3) If a GTE's board does not arrange for external review in accordance with the regulations, the Portfolio Minister may arrange for external review at the expense of the GTE. (4) Regardless of the other provisions of this section, a Portfolio Minister may, at any time but subject to the approval of the GTE Minister, arrange for the external review of the performance of a GTE's board at the expense of the GTE. (5) The Portfolio Minister is not bound by regulations made for the purposes of subsection (1) when acting under subsection (3) or (4). Division 3 — Board committees 26. Committees (1) A GTE's board may appoint committees to assist it in the performance of its functions, and may alter or discharge any committee. (2) A committee may determine its own procedures, to the extent that they are not fixed under this Act, subject to the direction of the board. (3) A meeting of a committee cannot proceed unless the number of members of the committee present who are directors of the GTE exceeds the number of members present who are not. (4) The regulations may provide for the remuneration of the members of a committee who are not also directors or members of staff of the GTE. (5) The matters that the regulations may deal with include — (a) whether a member is entitled to remuneration; and (b) whether the remuneration may be determined by the GTE's board; and (c) whether the remuneration must be determined on the recommendation of the Portfolio Minister. (6) A member of a committee may be reimbursed expenses reasonably incurred in the performance of their functions as a member of the committee, as determined by the Portfolio Minister from time to time. (7) A GTE must provide a committee with the administrative support and facilities the committee reasonably requires for the performance of the committee's functions. 27. Audit and risk management committees (1) A GTE's board must appoint a committee to assist the board in performing its audit and risk management functions. (2) A member of a GTE's audit and risk management committee who is also a director of the GTE is entitled to an allowance determined by the Salaries and Allowances Tribunal. (3) The allowance is in addition to any other remuneration to which the director is entitled under this Act. (4) Despite subsections (2) and (3), a director is not entitled to remuneration under this section if 1 or more of the following applies to the director — (a) the director is also the GTE's chief executive officer; (b) the director holds a full‑time office or position that is remunerated out of funds appropriated by Parliament; (c) a prescribed circumstance applies to or in relation to the director. Division 4 — Board procedures 28. Holding meetings (1) Meetings of a GTE's board must be held at times and places determined by the board. (2) A GTE's board must meet at least 6 times a year. (3) A special meeting of a GTE's board — (a) may be convened by the chairperson at any time; and (b) must be convened by the chairperson if 2 or more directors request the chairperson to do so. 29. Quorum The quorum for a meeting of a GTE's board is one‑half of the number of directors. 30. Presiding members (1) The chairperson, if present, must preside at a meeting of a GTE's board. (2) Otherwise, the directors present at the meeting must elect 1 of their number to preside. 31. Procedure A GTE's board may determine its own procedures to the extent that they are not fixed under this Act. 32. Presence at meetings may be remote The presence of a person at a meeting of a GTE's board need not be by attendance in person but may be by that person and each other person at the meeting being simultaneously in contact by telephone or other means of instantaneous communication. 33. Voting (1) Each director present at a meeting of a GTE's board has a deliberative vote, unless they are prevented from voting under section 59. (2) A question is resolved by a majority of the votes cast. (3) In the case of an equality of votes, the person presiding has a casting vote in addition to a deliberative vote. 34. Resolution without meeting (1) The directors of a GTE may pass a resolution without a directors' meeting being held if all directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. (2) Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy. (3) The resolution is passed when the last director signs. (4) The resolution must be recorded in the minutes of the board's next meeting. (5) Section 59 has effect as if the resolution were being voted on at a meeting of the GTE's board. 35. Minutes to be kept A GTE's board must ensure that accurate records of the proceedings of the board are kept. Part 4 — CEOs 36. GTE's chief executive officer (1) A GTE must have a chief executive officer. (2) The chief executive officer is to administer the GTE's day‑to‑day operations, subject to the control of the GTE's board. 37. Appointment (1) A GTE's chief executive officer is appointed by, and may be removed by, the GTE's board. (2) The chief executive officer must be appointed on a full‑time basis. (3) The chief executive officer — (a) holds office for the period, not exceeding 5 years, specified in the instrument of appointment; and (b) is eligible for reappointment. (4) The chief executive officer holds office on the terms and conditions of appointment determined by the GTE's board. (5) The powers in this section, other than the power to determine remuneration, can only be exercised with the approval of the Portfolio Minister. (6) The power to determine the chief executive officer's remuneration is subject to section 39. 38. Selection criteria (1) A GTE's board and the Portfolio Minister must endeavour to agree selection criteria for the office of the GTE's chief executive officer. (2) The board and the Portfolio Minister may, by agreement, amend or replace the selection criteria from time to time. (3) A GTE's board must take into account the selection criteria when appointing the GTE's chief executive officer. (4) The regulations may — (a) deal with the process by which selection criteria may be agreed, amended, reviewed or replaced; and (b) provide for the occasions on which selection criteria must be reviewed or amended; and (c) provide for selection criteria in the absence of agreement, including by providing that some or all of the criteria may be determined by the Portfolio Minister; and (d) provide for the content of selection criteria. 39. Remuneration (1) Subsections (2) and (3) apply in relation to the remuneration of a GTE's chief executive officer while — (a) the GTE is a Government entity; and (b) the chief executive officer is an executive officer as defined in the Salaries and Allowances Act 1975 section 7C(1). (2) The remuneration of the chief executive officer must be determined by the GTE's board within the range determined by the Salaries and Allowances Tribunal under the Salaries and Allowances Act 1975 section 7C. (3) Any variation to the remuneration of the chief executive officer while they are treated as if they were not an executive officer because of the Salaries and Allowances Act 1975 section 7C(4) must be determined by the GTE's board with the approval of the Portfolio Minister. (4) Subsection (5) applies in relation to the remuneration of a GTE's chief executive officer while either — (a) the GTE is not a Government entity; or (b) the GTE is a Government entity but the office of the chief executive officer is prescribed for the purposes of paragraph (b) of the definition of executive officer in the Salaries and Allowances Act 1975 section 7C(1). (5) The remuneration, including any variation to the remuneration, of the chief executive officer must be determined by the GTE's board with the approval of the Portfolio Minister. (6) A GTE's board is not required, under subsection (2) or (5), to redetermine the remuneration of the GTE's chief executive officer if they held office as the GTE's chief executive officer immediately before the day on which the subsection began to apply to them. 40. Resignation (1) A GTE's chief executive officer may at any time resign from office by writing signed and given to the chairperson of the GTE's board. (2) The resignation takes effect on the later of — (a) receipt by the chairperson; and (b) the day specified in the resignation. (3) Despite subsections (1) and (2), if the chief executive officer's terms and conditions of appointment deal with the matter of resignation, the right to resign can only be exercised in accordance with those terms and conditions and the resignation has effect in accordance with those terms and conditions. (4) As soon as practicable after receiving a resignation, the chairperson must notify the Portfolio Minister of the resignation. 41. Acting chief executive officer (1) A GTE's board may appoint a person to act in place of the GTE's chief executive officer — (a) during a vacancy in that office; or (b) during any period when the chief executive officer is unable to act. (2) A person cannot act in place of a GTE's chief executive officer for a continuous period of more than 3 months without the Portfolio Minister's approval. (3) A person cannot act in place of a GTE's chief executive officer for a continuous period of more than 12 months. (4) An act or omission of a person acting in place of a GTE's chief executive officer cannot be questioned on the ground that the occasion for the appointment or acting had not arisen or had ceased. 42. Review of CEO's performance A GTE's board must review the chief executive officer's performance at least annually. Part 5 — Duties of directors, CEOs and staff Division 1 — Preliminary 43. Executive officers (1) A GTE's board may designate a member of staff as an executive officer for the purposes of this Part. (2) The designation does not have effect until the member of staff is notified in writing. 44. Attempts A person who attempts (within the meaning of The Criminal Code section 4) to commit an offence against a provision of this Part is guilty of that offence. Division 2 — Duties stated 45. Fiduciary relationship with, and duties to, GTE (1) A GTE's directors and chief executive officer each have — (a) the same fiduciary relationship with the GTE as a director of a company incorporated under the Corporations Act has with the company; and (b) the same duties to the GTE to act with loyalty and in good faith, in advancing the purpose of the GTE, as a director of a company incorporated under the Corporations Act has to the company. (2) The duties of a GTE's directors under subsection (1) are enforceable by the GTE Minister or the Portfolio Minister and not otherwise. (3) The duties of a GTE's chief executive officer under subsection (1) are enforceable by the GTE's board and not otherwise. (4) The duties under sections 46 to 51 are in addition to those under subsection (1). 46. Care and diligence (1) In this section — business judgment, in relation to a GTE, means any decision to take or not take action in respect of a matter relevant to the business operations of the GTE. (2) A director, chief executive officer or executive officer of a GTE must perform the functions of their office with the degree of care and diligence that a reasonable person would exercise if they — (a) were a director or officer of a corporation in the GTE's circumstances; and (b) occupied the office held by, and had the same responsibilities within the GTE as, the director or officer. (3) A person commits an offence if they contravene subsection (2). Penalty for this subsection: a fine of $5 000. (4) A director or officer of a GTE who makes a business judgment is taken to meet the requirements of subsection (2), and their duties under section 45(1), in respect of the judgment if they — (a) make the judgment in good faith for a proper purpose; and (b) do not have a material personal interest in the subject matter of the judgment; and (c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and (d) rationally believe that the judgment is in the best interests of the GTE. (5) A director's or officer's belief that a judgment is in the best interests of the GTE is a rational one unless the belief is one that no reasonable person in their position would hold. 47. Good faith and proper purpose (1) A director or chief executive officer of a GTE must perform the functions of their office — (a) in good faith in the best interests of the GTE; and (b) for a proper purpose. (2) A person commits an offence if they contravene subsection (1). Penalty for this subsection: a fine of $5 000. (3) A person commits a crime if they contravene subsection (1) — (a) with intent to deceive or defraud the GTE, its creditors or creditors of any other person; or (b) for any other fraudulent purpose. Penalty for this subsection: imprisonment for 5 years and a fine of $20 000. Summary conviction penalty for this subsection: imprisonment for 3 years and a fine of $12 000. 48. Honesty (1) A director, chief executive officer or executive officer of a GTE must at all times act honestly in the performance of the functions of their office. (2) A person commits an offence if they contravene subsection (1). Penalty for this subsection: a fine of $5 000. (3) A person commits a crime if they contravene subsection (1) — (a) with intent to deceive or defraud the GTE, its creditors or creditors of any other person; or (b) for any other fraudulent purpose. Penalty for this subsection: imprisonment for 5 years and a fine of $20 000. Summary conviction penalty for this subsection: imprisonment for 3 years and a fine of $12 000. 49. False or misleading information (1) In this section — false or misleading information means, subject to subsection (2), information provided, whether in documentary or any other form — (a) that relates to the affairs of a GTE (including information as to the state of knowledge of the person providing it with respect to the affairs of the GTE); and (b) that — (i) is false or misleading in a material particular; or (ii) has omitted from it a matter or thing, the omission of which renders the information misleading in a material respect; provide, in relation to information, means — (a) make available or furnish the information; and (b) authorise or permit the making available or furnishing of the information; relevant official, in relation to a GTE, means (a) the Treasurer, the GTE Minister or the GTE's Portfolio Minister; or (b) a director or auditor of the GTE. (2) In determining whether information provided to a relevant official is false or misleading information, if it is provided in response to a question asked by that relevant official the question and the information must be considered together. (3) A director, chief executive officer or executive officer of a GTE who provides information to a relevant official that, to the knowledge of the director, chief executive officer or executive officer, is false or misleading information commits an offence. Penalty for this subsection: imprisonment for 2 years and a fine of $10 000. (4) A director, chief executive officer or executive officer of a GTE who provides information to a relevant official that is false or misleading information without having taken reasonable steps to ensure that it is not false or misleading information commits an offence. Penalty for this subsection: imprisonment for 1 year and a fine of $5 000. 50. Use of position (1) A director, chief executive officer or member of staff of a GTE must not improperly use their position to — (a) gain, directly or indirectly, an advantage for themselves or someone else; or (b) cause detriment to the GTE. (2) A person commits a crime if they contravene subsection (1). Penalty for this subsection: imprisonment for 5 years and a fine of $20 000. Summary conviction penalty for this subsection: imprisonment for 3 years and a fine of $12 000. (3) It is irrelevant, for the purposes of this section, that — (a) the person intended to gain, directly or indirectly, an advantage for the GTE; or (b) the GTE gained, directly or indirectly, an advantage. 51. Use of information (1) A person who obtains information because they are, or have been, a director, chief executive officer or member of staff of a GTE must not improperly use the information to — (a) gain, directly or indirectly, an advantage for themselves or someone else; or (b) cause detriment to the GTE. (2) A person commits a crime if they contravene subsection (1). Penalty for this subsection: imprisonment for 5 years and a fine of $20 000. Summary conviction penalty for this subsection: imprisonment for 3 years and a fine of $12 000. (3) It is irrelevant, for the purposes of this section, that — (a) the person intended to gain, directly or indirectly, an advantage for the GTE; or (b) the GTE gained, directly or indirectly, an advantage. 52. Conflict of duties: public service officers If a director of a GTE is also a public service officer — (a) the person's duties as a director prevail if a conflict arises between those duties and the person's other duties as a public service officer; and (b) the person does not have any immunity of the Crown in respect of the duties and liabilities imposed on directors by this Act. Division 3 — Remedies for breach of duties 53. Civil proceedings for breach of duties (1) This section applies if a person contravenes section 46, 47, 48, 50 or 51, and 1 or both of the following is the case — (a) the person or any other person made a profit as a result of the contravention; (b) the GTE suffered loss or damage as a result of the contravention. (2) The GTE may, whether or not the person has been convicted of an offence in respect of that contravention, seek an order for the recovery of an amount equal to the profit or the loss or damage in a court of competent jurisdiction. 54. Compensation for breach of duties (1) This section applies if a person is convicted of an offence against section 46, 47, 48, 50 or 51. (2) If the court by which the person is convicted is satisfied that the GTE has suffered loss or damage as a result of the act or omission that constituted the offence, the court may, in addition to imposing a penalty, order the convicted person to pay compensation to the GTE of the amount specified by the court. (3) An order under this section may be enforced as if it were a judgment of the court. Division 4 — Relief from liability 55. Relief from liability (1) This section applies if, in proceedings under section 45, 53 or 54, it appears to the court that a person is, or may be, liable under that section but the person — (a) has acted honestly; and (b) ought fairly to be excused having regard to all the circumstances of the case, including those connected with the person's appointment. (2) The court may relieve the person either wholly or partly from liability on any terms (including as to costs) the court thinks appropriate. 56. Application for relief from liability (1) If a person has reason to believe that a claim may or will be made against them under section 45, 53 or 54, the person may apply to the Supreme Court for relief. (2) The court may relieve the person either wholly or partly from liability, on any terms (including as to costs) the court thinks appropriate, if it appears to the court that the person — (a) has acted honestly; and (b) ought fairly to be excused having regard to all the circumstances of the case, including those connected with the person's appointment. Division 5 — Disclosure of material personal interests Subdivision 1 — Directors 57. Term used: committee In this Subdivision — committee, in relation to a GTE, means a committee of the GTE's board. 58. Disclosure of material personal interests (1) A director of a GTE who has a material personal interest in a matter that relates to the GTE's affairs must, as soon as practicable after the relevant facts become known to the director, disclose the nature and extent of the interest to the other directors. Penalty for this subsection: a fine of $10 000. (2) A member of a GTE's committee who has a material personal interest in a matter that relates to the GTE's affairs must, as soon as practicable after the relevant facts become known to the member, disclose the nature and extent of the interest to the other members of the committee. Penalty for this subsection: a fine of $10 000. (3) Subsections (1) and (2) both apply to a director of a GTE who is also a member of a committee. (4) A director or member of a committee may fulfil a duty to disclose the nature and extent of a material personal interest by — (a) making the disclosure at a meeting of the board or committee; or (b) if the duty arises because of a resolution that is being dealt with under section 34 — making the disclosure to the chairperson of the GTE's board; or (c) if the matter is not being dealt with at a meeting or by a resolution dealt with under section 34 — making the disclosure to the chairperson of the GTE's board. (5) If a director of a GTE or a member of a GTE's committee has, in the opinion of the person presiding at a meeting of the board or committee, a material personal interest in a matter that relates to the GTE's affairs, the person presiding may — (a) call on the director or member to disclose the nature and extent of the interest under subsection (1) or (2); and (b) if the director or member does not do so — determine that the director or member has the interest. (6) A disclosure under subsection (1) or (2) at a meeting or a determination under subsection (5) must be recorded in the minutes of the meeting. (7) A contravention of this section by a director or member of a committee does not affect the validity of any act, transaction, agreement, instrument, resolution or other thing. 59. Participation by interested members (1) A director of a GTE or a member of a GTE's committee (the interested person) who has, or has been determined under section 58(5)(b) to have, a material personal interest in a matter that relates to the GTE's affairs — (a) must not vote (whether at a meeting or otherwise) on the matter; and (b) must not be present (whether in person or remotely) while the matter is being considered at a meeting. (2) The scope of the matter referred to in subsection (1) includes a proposed resolution under subsection (3) in respect of the matter, whether relating to the interested person or another person. (3) The restrictions in subsection (1) do not apply to the interested person to the extent that the board or committee has at any time passed a resolution that — (a) specifies the interested person, the interest and the matter; and (b) states that the directors or members voting for the resolution are satisfied that the interest should not disqualify the interested person from considering the matter or considering and voting on the matter. (4) For the purposes of subsection (1), a director or member — (a) does not have a material personal interest in a matter if the interest — (i) arises merely because the director or member has a shareholding in a public company; and (ii) is shared in common with other shareholders in that company; and (b) does not have a material personal interest in a matter relating to an existing or proposed contract of insurance merely because the contract insures, or would insure, the director or member against a liability incurred as a director of the board or a member of a committee, unless the GTE is the insurer. (5) Subsection (4) does not limit what is or is not a material personal interest. (6) A contravention of this section by a director or member of a committee does not affect the validity of any act, transaction, agreement, instrument, resolution or other thing. 60. Quorum if section 59 applies (1) If a director of a GTE is unable because of section 59 to act in relation to a matter, a quorum is present for the purposes of considering and voting on the matter if the number of directors present, who are able to vote in relation to the matter, is — (a) at least the quorum under section 29, less 1; and (b) not less than 3. (2) The Portfolio Minister may deal with a matter to the extent that the board cannot because of subsection (1). 61. Portfolio Minister may declare section 59(1) or 60(1) inapplicable (1) The Portfolio Minister for a GTE may in writing declare that section 59(1) or 60(1) does not apply in relation to the GTE and a specified matter — (a) either generally or for the purpose of dealing with particular proposed resolutions; and (b) either wholly or to a specified extent. (2) The Portfolio Minister must cause the declaration to be laid before each House of Parliament within 14 sitting days of the House after the declaration is made. 62. Register of material personal interests (1) A disclosure or determination under section 58 by or in relation to a director of a GTE or a member of a GTE's committee must, as soon as practicable, be recorded in a register kept by the GTE for that purpose. (2) A record must include particulars of the nature and extent of the interest. (3) The register must be available to the directors of the GTE. 63. Matters that must be included in departments' annual reports (1) In this section — annual report, in relation to a department, means the annual report submitted by the accountable authority of the department under the Financial Management Act 2006 Part 5. (2) If the Portfolio Minister for a GTE deals with a matter under section 60(2), the annual report of the department principally assisting in the administration of the GTE's Establishing Act must include — (a) a statement that the Minister dealt with the matter under section 60(2); and (b) a brief description of why and how the Minister dealt with it. (3) If the Portfolio Minister for a GTE makes a declaration under section 61(1), the annual report of the department principally assisting in the administration of the GTE's Establishing Act must include — (a) the text of the declaration; and (b) a brief description of why the Minister made the declaration. Subdivision 2 — CEOs 64. Disclosure of material personal interests (1) If a GTE's chief executive officer has a material personal interest in a matter that relates to the GTE's affairs, the chief executive officer must, as soon as practicable after the relevant facts become known to the chief executive officer — (a) disclose the nature and extent of the interest to the GTE's board; and (b) not take action or further action in relation to the matter unless authorised to do so by the GTE's board. Penalty for this subsection: a fine of $10 000. (2) The board's authorisation may be subject to conditions and restrictions. (3) If the chief executive officer is unable to act in relation to a matter, the board may appoint a member of staff to act in relation to the matter. Division 6 — Loans, insurance, indemnities and exemptions 65. Prohibition on loans to directors and related persons (1) In this section — relative, in relation to a person, means a parent or remoter lineal ancestor, child or remoter lineal descendant, or sibling of the person. (2) A GTE or a subsidiary of the GTE must not provide (whether directly or through an interposed entity) financial accommodation to — (a) a director or chief executive officer of the GTE or of a subsidiary of the GTE; or (b) a spouse or de facto partner of the director or chief executive officer; or (c) a relative of the director or chief executive officer, or of a spouse or de facto partner of the director or chief executive officer. (3) A GTE provides financial accommodation to a person if the GTE — (a) makes a loan to the person or to a company or entity owned or controlled by the person; or (b) gives a guarantee or provides security in connection with a loan made (whether or not by the GTE) to the person or to a company or entity owned or controlled by the person. (4) Financial accommodation provided in contravention of subsection (2) is void. (5) A director or chief executive officer of a GTE or of a subsidiary of the GTE commits an offence if they are concerned in a contravention of subsection (2) by the GTE or the subsidiary (whether or not the loan is in relation to the director or chief executive officer). Penalty for this subsection: a fine of $5 000. (6) A director or chief executive officer of a GTE or of a subsidiary of the GTE commits a crime if they are concerned in a contravention of subsection (2) by the GTE or the subsidiary (whether or not the loan is in relation to the director or chief executive officer) — (a) with intent to deceive or defraud — (i) the GTE; or (ii) creditors of the GTE or of any other person; or (b) for any other fraudulent purpose. Penalty for this subsection: imprisonment for 5 years and a fine of $20 000. Summary conviction penalty for this subsection: imprisonment for 3 years and a fine of $12 000. (7) In proceedings for an offence against subsection (5) or (6) it is a defence to prove that the person charged did not know, and could not by the exercise of reasonable diligence have known, that the person was concerned in a contravention of subsection (2). 66. Directors and others not to be exempted or indemnified from certain liabilities (1) A GTE must not exempt a person (whether directly or through an interposed entity) from a liability to the GTE incurred as a director, chief executive officer or executive officer of the GTE. (2) A subsidiary of a GTE must not exempt a person (whether directly or through an interposed entity) from a liability to the subsidiary incurred as a director, chief executive officer or executive officer of the subsidiary. (3) A GTE or a subsidiary of the GTE must not indemnify a person (whether by agreement or by making a payment and whether directly or through an interposed entity) against a liability incurred as a director, chief executive officer or executive officer of the GTE or subsidiary. (4) Subsection (3) does not prevent a person from being indemnified against a liability to a person who is neither the GTE nor a subsidiary of the GTE, unless the liability arises out of conduct involving a lack of good faith. (5) Subsection (3) does not prevent a person from being indemnified against a liability for costs and expenses incurred by the person — (a) in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or (b) in obtaining relief under section 55 or 56. (6) In determining the outcome of proceedings referred to in subsection (5), the result of any appeal in relation to the proceedings must be taken into account. 67. Insurance for certain liabilities of directors and others not to be provided (1) A GTE or a subsidiary of a GTE must not pay, or agree to pay, a premium for a contract insuring a person who is or has been a director, chief executive officer or executive officer of the GTE or a subsidiary of a GTE against a liability (other than one for legal costs) arising out of — (a) conduct involving a wilful breach of duty in relation to the GTE or the subsidiary; or (b) a contravention of section 50(1) or 51(1). (2) Subsection (1) applies to a premium whether it is paid directly or through an interposed entity. (3) A GTE or a subsidiary of a GTE must not itself insure or indemnify a person who is or has been a director, chief executive officer or executive officer of the GTE or a subsidiary of the GTE against a liability referred to in subsection (1). 68. Certain indemnities, exemptions and insurance void (1) Sections 66 and 67 do not authorise anything that would otherwise be unlawful. (2) Anything that purports to indemnify or insure a person against a liability or exempt a person from a liability is void to the extent that it contravenes section 66 or 67. Part 6 — Strategic planning Division 1 — Preliminary 69. Terms used (1) In this Part — community service obligation means a thing — (a) that the Portfolio Minister specifically wishes a GTE to do so as to advance the public benefit; and (b) that, in accordance with prudent commercial principles, the GTE would not do, but for the Portfolio Minister's wish; and (c) that is not something that businesses in the public or private sector are generally required or expected to do; general election means a general election in relation to the Assembly as defined in the Electoral Act 1907 section 4(1); p