Roadmap of CAC Act 1997 to Public Governance, Performance and Accountability Act 2013
Commonwealth Authorities and Companies Act 1997
Section
Section heading
Location in PGPA Act
Explanation for omission or change
1
Short title
Section 1
2
Commencement
Section 2
3
This Act binds the Crown
Section 3
4
This Act extends to things outside Australia
Section 4
5
Definitions
Section 8
6
Civil penalties
N/A
There is no civil penalties regime under the Bill. Non-criminal
breaches of the Bill will result in the dismissal of directors by the
responsible Minister, and administrative sanctions under enabling
legislation or employment framework for employees.
7
Meaning of Commonwealth authority
N/A
Corporate Commonwealth entity defined in sections 10 and 11
8
Role of Auditor-General
N/A
9
Directors must prepare annual report
Section 46
10
Modified requirements for first year of existence
N/A
The rules can provide a provision like this section if desired.
11
Contravention of annual report rules by directors
N/A
This is a civil penalty provision (refer section 6 discussion).
12
Audit of relevant subsidiary’s financial statements
Section 44
13
Interim reports
N/A
14
Estimates
Section 36
15
Responsible Minister to be notified of significant events
Section 19
16
Keeping responsible Minister and Finance Minister
informed
Section 19
17
Corporate plan for GBE
Section 35
Section 19 enables Ministers to request additional reports.
Extends corporate plans to all Commonwealth entities (not just
GBEs).
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Section
Section heading
Location in PGPA Act
Explanation for omission or change
18
Banking and investment (authorities other than GBEs
and SMAs)
Sections 54 & 55 (banking) and 59
(investments)
19
Banking and investment (GBEs and SMAs)
Sections 54 & 55 (banking) and 59
(investments)
20
Accounting records
Section 41
21
Background to duties of directors, other officers and
employees
N/A
Section 21 of CAC Act was only guide to directors’ duties, not a
substantive provision.
22
Care and diligence—civil obligation only
Section 25
Applies duties to all officials (not just officers)
23
Good faith—civil obligations
Section 26
Applies duties to all officials (not just officers)
24
Use of position—civil obligations
Section 27
25
Use of information—civil obligations
Section 28
26
Good faith, use of position and use of information—
criminal offences
N/A
27A
Compliance with statutory and other duties
N/A
27B
Interaction of sections 22 to 26 with other laws etc.
Section 31
27C
Disqualification order for contravention of civil penalty
provision
N/A
27D
Reliance on information or advice provided by others
N/A
This relates to the civil penalty regime (refer section 6
discussion).
Not needed given civil penalties have been removed
27E
Responsibility for actions of directors delegate
N/A
Not needed given civil penalties have been removed
27F
Material personal interest—director’s duty to disclose
Section 29
Simplifies duties around material personal interests. Additional
details will be included in the rules where necessary.
27G
Director may give other directors standing notice about
an interest
Section 29
Refer section 27F of the CAC Act
27H
Interaction of sections 27F and 27G with other laws etc.
Section 29
Refer section 27F of the CAC Act
27J
Restrictions on voting
Section 29
Refer section 27F of the CAC Act
27K
Minister’s power to make declarations and class orders
Section 29
Refer section 27F of the CAC Act
27L
Right of access to authority’s books
N/A
The rules can provide a provision like this section if desired.
27M
Indemnification and exemption of officer
Section 61
27N
Insurance for certain liabilities of officers
Section 62
Crime is covered by the Criminal Code Act 1995.
.
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Section
Section heading
Location in PGPA Act
Explanation for omission or change
27P
Certain indemnities, exemptions, payments and
agreements not authorised and certain documents void
Section 61
28
Compliance with General Policy Orders
Section 22
28A
Credit cards and credit vouchers
Section 57
28B
Misuse of credit cards or credit vouchers—criminal
offence
N/A
29
Activities of subsidiaries
Section 86
30
Aligning accounting periods of subsidiaries
N/A
The rules can provide a provision like this section if desired.
31
Exemption from requirement to align accounting periods
of subsidiaries
N/A
The rules can provide a provision like this section if desired.
32
Audit committee
Section 45
33
Special rules for Commonwealth authorities established
by regulation
N/A
33A
Interjurisdictional authorities
Sections 82 and 83
34
Meaning of Commonwealth company, wholly-owned
Commonwealth company and related terms
Sections 89 and 90
35
Role of Auditor-General
Section 98
36
Annual Report
Section 97
37
Audit of relevant subsidiary’s financial statements
Section 99
38
Interim reports
N/A
39
Estimates
Section 96
40
Responsible Minister to be notified of significant events
Section 91
41
Keeping responsible Minister and Finance Minister
informed
Section 91
42
Corporate plan for GBE
Section 95
43
Compliance with General Policy Orders
Section 93
44
Audit committee
Section 92
Crime is covered by the Criminal Code Act 1995.
Section 33 has never been used because there are very few
entities established by regulation.
Section 19 enables Ministers to request additional reports.
Section 95 applies to all Commonwealth companies (not just
GBEs).
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Section
Section heading
Location in PGPA Act
Explanation for omission or change
46
Companies conducted for the purposes of intelligence or
security agencies
Section 104
47
Regulations may deal with how this Act applies if body
stops being a Commonwealth authority
N/A
47A
Compliance with government procurement requirements
N/A
Section 47A CAC Act can be covered by a government policy
order under section 22 or 93.
48
Finance Minister’s Orders
N/A
No power in the PGPA Act to make orders. Additional legal
requirements will be set out in rules - sections 101 and 102
48A
General Policy Orders
Sections 22 & 93
48B
Delegation by Minister
N/A
49
Regulations
Sections 101, 102 and 103
Additional legal requirements will be set out in rules
Schedule 1—Annual report for Commonwealth
Authority
1
Summary of contents
Section 46
The rules can provide additional details if desired.
2
Financial statements
Section 42
The rules can provide additional details if desired.
3
Whether the statements comply with the Finance
Minister’s Orders
Section 43
4
Proper accounting records not kept
Section 43
5
Inadequate information and explanations
Section 43
6
Subsidiaries’ financial statements
N/A
The rules can provide additional details if desired.
7
Deficiencies in consolidation
N/A
The rules can provide additional details if desired.
Schedule 2—Civil consequences of contravening civil
penalty provisions
N/A
There is no civil penalties regime under the Bill. Non-criminal
breaches of the Bill may result in the dismissal of directors by the
responsible Minister, and administrative sanctions under enabling
legislation or employment framework for employees.
1
Declarations of contravention
N/A
2
Declaration of contravention is conclusive evidence
N/A
3
Pecuniary penalty orders
N/A
4
Compensation orders
N/A
5
Effect of clause 4
N/A
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Section
Section heading
Location in PGPA Act
6
Who may apply for a declaration or order
N/A
7
Time limit for application for a declaration or order
N/A
8
Civil evidence and procedure rules for declarations of
contravention and civil penalty orders
N/A
9
Civil proceedings after criminal proceedings
N/A
10
Criminal proceedings during civil proceedings
N/A
11
Criminal proceedings after civil proceedings
N/A
12
Evidence given in proceedings for penalty not admissible
in criminal proceedings
N/A
13
Finance Minister requiring person to assist
N/A
14
Relief from liability for contravention of civil penalty
provision
N/A
15
Power to grant relief
N/A
Schedule 3—Application, transitional and savings
provisions
N/A
1
Meaning of commencement, new Law and old Law
N/A
2
References to provisions of old Law in laws and other
documents
N/A
3
Conduct of officers
N/A
4
Contraventions of, and offences against, civil penalty
provisions
N/A
5
Civil penalty orders made under old Law
N/A
Explanation for omission or change
Schedule 3 is a transitional schedule inserted as part of the 1990s
CLERP reforms to corporate law. Given the effluxion of time,
the schedule does not appear relevant. If any contrary conclusion
is reached, the schedule can be included in the future Transitional
and Consequential Amendments Bill.
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