Wool International Act 1993

No. 64 of 1993

An Act to make provision for continuing the existence of the
Australian Wool Realisation Commission under a new name
and with new functions relating to the disposal of the wool
stockpile, and for related purposes

[Assented to 12 November 1993]

The Parliament of Australia enacts:

PART 1—PRELIMINARY

Short title

1. This Act may be cited as the Wool International Act 1993.

Commencement

2.(1) This section and section 1 commence on the day on which this Act receives the Royal Assent.

(2) The remaining provisions of this Part, and Parts 2 to 9, commence on the day on which the Australian Wool Research and Promotion Organisation Act 1993 commences.

(3) Parts 10 and 11 commence on a day to be fixed by Proclamation.

(4) Part 12 commences on a day to be fixed by Proclamation. The day fixed must be later than the day fixed under subsection (3).

Object of the Act

3.(1) The object of this Act is to foster the long-term profitability and efficiency of the Australian wool industry by:

(a) providing for the disposal and management of the wool stockpile in a manner that will enhance the value of the asset represented by the stockpile; and

(b) adopting measures directed towards the progressive reduction, and eventual elimination, of the accumulated debt; and

(c) encouraging the development of new market mechanisms allowing more efficient distribution of risk in connection with the sale of wool; and

(d) encouraging improvement of the effectiveness and efficiency of wool marketing and related activities through the provision of enhanced services to the Australian wool industry.

(2) The object stated in subsection (1) is to be achieved by investing a body, to be known as Wool International, with appropriate functions and powers and by enabling the body to operate in as commercial a manner as possible.

(3) It is the intention of the Parliament:

(a) that, at an appropriate time, Wool International be converted into a public company limited by shares; and

(b) that, under further provision to be made by the Parliament, the company be privatised by the allocation of all shares to wool-tax payers who have contributed, through wool tax and voluntary contributions, to the cost of managing, and disposing of, the wool stockpile since 1 July 1993; and

Definitions

4. In this Act, unless the contrary intention appears:

“Administration Act” means the Wool Tax (Administration) Act 1964;

“appointed member” means the Chairperson or a member referred to in paragraph 23(1)(d);

“articles” means articles of association;

“assessment action”, in relation to the equal employment opportunity program of Wool International, means action by Wool International to do all of the following things:

(a) to collect and record statistics and related information concerning employment by Wool International, including the number and types of jobs undertaken by, or job classifications of:

(i) employees of either sex; and

(ii) persons in designated groups;

(b) to monitor and evaluate the implementation of the program;

(i) the achievement of the objectives of the program; and (ii) the effectiveness of the program;

by comparing statistics and information referred to in paragraph (a) with the indicators set under the policy action of the program;

“bale” means:

(a) a bale of greasy wool; or

(b) 115 kilograms of top, scoured or carbonised wool;

“carpet wool” has the same meaning as in the Administration Act;

“Chairperson” means the Chairperson of Wool International;

“Chief Executive” means the Chief Executive of Wool International;

“consultation action”, in relation to the equal employment opportunity program of Wool International, means action by Wool International to:

(a) consult with its employees, particularly employees who are women or in designated groups; and

(b) consult with each trade union having members affected by the program;

in relation to the development and implementation of the program;

“current corporate plan”, in relation to anything done or to be done, means the corporate plan in force when the thing is done or is to be done;

“designated group” has the same meaning as in the Public Service Act 1922;

“discrimination” means:

(a) discrimination that is unlawful under the Racial Discrimination Act 1975 or the Sex Discrimination Act 1984; or

(b) discrimination by which a person with a physical or mental disability is, because of the disability, treated less favourably than a person without a disability;

but does not include discrimination that:

(d) is not unlawful under the Racial Discrimination Act 1975 or the Sex Discrimination Act 1984;

“disposal schedule” means the requirements of section 20;

“employee information action”, in relation to the equal employment opportunity program of Wool International, means action by Wool International to inform its employees of the content of the program and of the results of any assessment action;

“employment matters” includes:

(a) recruitment procedure, and selection criteria, for appointment or engagement of persons as employees; and

(b) promotion and transfer of employees; and

(d) conditions of service of employees;

“equal employment opportunity program”, in relation to Wool International, means a program of Wool International that is designed to ensure:

(a) that appropriate action is taken to eliminate any discrimination by Wool International against women and persons in designated groups in relation to employment matters; and

(b) that appropriate measures are taken by Wool International to promote equal opportunity for women and persons in designated groups in relation to employment matters;

being a program that includes provision for assessment action, consultation action, employee information action, and policy action, in relation to the program;

“former Commission” means the body corporate continued in existence by section 7 as it existed immediately before the repeal of the Australian Wool Realisation Commission Act 1991;

“member” means a member of Wool International;

“member of a Parliament” means a member of:

(a) the Parliament of the Commonwealth; or

(b) the Parliament of a State; or

(d) the Legislative Assembly for the Australian Capital Territory;

“memorandum” means memorandum of association;

“plan period”, in relation to a corporate plan, means the period to which the plan relates under section 12 or 13;

“policy action”, in relation to the equal employment opportunity program of Wool International, means action by Wool International to do all of the following things:

(a) confer responsibility for the development and implementation of the program (including a continuous review of the program) on a person having sufficient authority and status within the management of Wool International to enable the person properly to develop and implement the program;

(b) examine the policies and practices of Wool International in relation to employment matters to identify:

(i) any policies or practices that constitute discrimination against women or persons in designated groups; and

(ii) any patterns (whether ascertained statistically or otherwise) of lack of equality of opportunity for women or persons in designated groups; and

(i) the objectives to be achieved by the program; and

(ii) the quantitative and other indicators against which the effectiveness of the program is to be assessed;

“repealed Act” means the Australian Wool Realisation Commission Act 1991;

“sale value”, in relation to shorn wool, means the amount that is the sale value of the wool for the purposes of section 10 of the Administration Act;

“shorn wool” means wool that:

(a) has been obtained by shearing; and

(b) has not been subject to any process other than scouring or carbonising;

“stockpile wool” means wool that forms part of the wool stockpile;

“wool premises” means premises used, or to be used, by a number of persons as a centre for all or any of the following purposes:

(a) trading in wool;

(b) handling and storing wool;

(d) purposes related to a purpose referred to in paragraph (a), (b) or (c);

and includes equipment for use in relation to the use of any such premises;

“wool products” includes goods made wholly or partly from wool or from materials produced by processing wool;

“wool stockpile” means all wool owned by the former Commission immediately before the commencement of this section, together with wool bought under section 21 and still owned by Wool International, less wool disposed of under this Act;

“wool stores properties” means:

(a) any land or buildings that:

(i) were owned by the former Commission immediately before the commencement of Part 2; and

(ii) were wool stores properties within the meaning of the repealed Act; and

(b) any wool premises owned by the former Commission immediately before the commencement of Part 2;

“wool tax” means tax payable under a Wool Tax Act;

“Wool Tax Act” means the Wool Tax Act (No. 1) 1964, the Wool Tax Act (No. 2) 1964, the Wool Tax Act (No. 3) 1964, the Wool Tax Act (No. 4) 1964 or the Wool Tax Act (No. 5) 1964.

Definition: accumulated debt

5.(1) The accumulated debt is the total amount of the liabilities of Wool International under borrowings made for the purpose of the purchase of wool forming part of the wool stockpile, less the amount of any money derived from the sale of stockpile wool and held by Wool International or represented by investments held by Wool International.

(2) To avoid doubt, it is declared that a reference in subsection (1) to borrowings made by Wool International includes a reference to borrowings made by the former Commission, or by the Australian Wool Corporation under the Wool Marketing Act 1987, and not repaid before the commencement of this section.

Definition: wool-tax payer etc.

6.(1) For the purposes of this Act, a person is a wool-tax payer if the person has paid wool tax imposed, on or after 1 July 1993, by the Wool Tax Acts on shorn wool (other than carpet wool).

(2) For the purposes of this Act, a person is to be taken to be the person who has paid the wool tax imposed on particular shorn wool if:

(a) the person has paid to a wool-broker, or money due from a wool-broker to the person has been reduced by, an amount in respect of the wool tax payable by the wool-broker on the sale of the wool on behalf of the person; or

(b) in relation to the purchase of the wool from the person by a wool-dealer, the person has paid to the wool-dealer, or the amount payable by the wool-dealer for the wool has been reduced by, an amount in respect of the wool tax payable by the wool-dealer in respect of the purchase of the wool; or

(c) in relation to the purchase of the wool from the person by a manufacturer, the person has paid to the manufacturer, or the amount payable by the manufacturer for the wool has been reduced by, an amount in respect of the wool tax payable by the manufacturer in respect of the purchase of the wool; or

(d) the person has paid to a manufacturer an amount in respect of the wool tax payable by the manufacturer when the manufacturer subjects the wool to a process of manufacture; or

(e) the amount of the wool tax payable in respect of the wool has been recovered from the person, under section 12 of the Administration Act, by a wool-broker, a wool-dealer or a manufacturer.

(3) The amount of the wool tax that the person is to be taken to have paid is the amount referred to in whichever of the paragraphs of subsection (2) is applicable.

(4) In this section:

(a) “manufacturer”, “wool-broker” and “wool-dealer” have the same respective meanings as in the Administration Act; and

(b) a reference to a person includes a reference to a partnership or the trustee or trustees of a trust estate.

PART 2—WOOL INTERNATIONAL—ITS STATUS, FUNCTIONS AND POWERS

Wool International

7.(1) The body corporate that existed, immediately before the commencement of this Part, under the repealed Act with the name Australian Wool Realisation Commission is continued in existence under the name Wool International.

(2) Wool International:

(a) is a body corporate with perpetual succession; and

(b) has a common seal; and

(d) may sue and be sued in its corporate name.

(3) All courts, judges and persons acting judicially must take judicial notice of the imprint of the seal of Wool International appearing on a document and must presume that the document was duly sealed.

Functions

8.(1) Wool International has the following functions:

(a) to undertake the disposal of stockpile wool in such a manner as to enhance the value of the wool stockpile as much as possible, having regard to Wool International’s obligation to comply with the disposal schedule;

(b) to manage the wool stockpile;

(c) to buy wool only to the extent necessary to ensure that the sale of stockpile wool proceeds according to the disposal schedule;

(d) to prepare and implement a strategy for the management and progressive repayment of the accumulated debt;

(e) to manage wool premises and wool stores properties;

(f) to encourage the development of a viable international wool futures market;

(g) to develop mechanisms for the sale of wool that will allow more efficient management of risk;

(h) to provide services to the Australian wool industry;

(i) such other functions as are given to Wool International by this or any other Act.

(2) Wool International may only perform its functions:

(a) for purposes related to trade or commerce:

(i) with other countries; or

(ii) among the States; or

(iii) within a Territory; or

(iv) between a State and a Territory; or

(v) between 2 Territories; or

(b) for purposes related to external affairs.

(3) In exercising its powers under this Act, Wool International must not give preference to one State or a part of a State within the meaning of section 99 of the Constitution.

(4) Wool International may perform any of its functions outside Australia.

Powers

9.(1) Wool International has power to do all things necessary or convenient to be done for the performance of its functions.

(2) Without limiting subsection (1), Wool International may, with the written approval of the Minister:

(a) form, or participate with other persons in the formation of, a company; or

(b) acquire, hold or dispose of shares or stock in the capital of, or debentures or other securities of, a company; or

Commercial obligation

10.(1) Wool International is to perform its functions, and exercise its powers, in the manner most likely to further the object of this Act.

(2) Subject to subsection (1) and to the requirements of the disposal schedule, Wool International must, as far as possible, perform its functions, and exercise its powers, in such a way as would, if the performance of those functions constituted a business conducted by Wool International, best advance that business, having regard to the requirements of sound commercial practice.

(3) To avoid doubt, it is declared that the power of Wool International to dispose of property includes the power to dispose of real property of Wool International if Wool International is satisfied that such disposal would be in accordance with subsection (2).

Consultation

11.(1) Without limiting section 9, Wool International may, for the purpose of considering any matter relating to the performance of its functions, make arrangements for consulting persons and bodies representative of different sectors of the wool industry, including the Wool Council of Australia.

(2) Arrangements entered into by Wool International in relation to a consultation with a person or body may include Wool International’s agreeing, subject to any guidelines issued by the Minister, under subsection (3), to meet the expenses reasonably incurred in relation to the consultation by the person or body.

(3) The Minister may, in writing, issue guidelines to Wool International in relation to the payment of expenses to persons or bodies for the purposes of this section.

PART 3—CORPORATE PLANS

First corporate plan

12.(1) Wool International must prepare a corporate plan, and give the plan to the Minister, as soon as practicable after the commencement of this Part.

(2) The plan is to relate to the period beginning at the commencement of this Part and ending on 30 June 1997, 30 June 1998 or 30 June 1999, as Wool International thinks appropriate.

Subsequent corporate plans

13.(1) In each calendar year beginning on or after 1 January 1995, Wool International must prepare a corporate plan for the period of 3, 4 or 5 years beginning on 1 July in that year.

(2) The plan is to be given to the Minister before 1 May in the calendar year.

Revision of plans

14.(1) Wool International may review and revise a corporate plan at any time.

(2) If a corporate plan is revised, Wool International must give a copy of the revised plan to the Minister as soon as practicable.

Content of plans

15. Each corporate plan must:

(a) define Wool International’s principal objectives during the plan period; and

(b) outline the strategies Wool International will pursue to achieve those objectives; and

(c) specify performance indicators by reference to which an assessment may be made of the extent to which Wool International is achieving its objectives; and

(d) include financial targets; and

(e) include a forecast of the revenue and expenditure (including capital expenditure and borrowings) of Wool International and its subsidiaries; and

(f) specify Wool International’s human resources and industrial relations strategies; and

(g) include Wool International’s equal employment opportunity program.

Variation of plan at request of Minister

16.(1) When Wool International prepares or revises a corporate plan and gives a copy of the plan to the Minister, the Minister may request Wool International to vary the plan.

(2) The Minister’s request:

(a) must be in writing; and

(b) must be made within 60 days after the Minister receives a copy of the plan; and

Notification of significant events etc.

17. If Wool International forms the opinion that matters have arisen that may:

(a) prevent, or significantly affect, the achievement of the objectives defined in the current corporate plan; or

(b) significantly affect the strategies outlined in the plan; or

Wool International must, as soon as practicable, notify the Minister of its opinion and the reasons for the opinion.

PART 4—SCHEDULE OF DISPOSAL OF STOCKPILE WOOL

Definitions

18. In this Part:

“disposal period” means:

(a) a month that begins on or after 1 July 1994 and before 1 January 1995; or

(b) a quarter that begins on or after 1 January 1995;

“month” means one of the 12 months of the year;

“quarter” means a period of 3 months beginning on 1 January, 1 April, 1 July or 1 October.

Wool International’s powers and obligations until 30 June 1994

19.(1) Until the end of the financial year that commenced on 1 July 1993, Wool International’s powers in relation to the disposal of stockpile wool are the powers the former Commission would have had if the repealed Act had continued in force.

(2) For the purposes of subsection (1), in spite of the repeal of the Australian Wool Realisation Commission Act 1991:

(a) section 18 of that Act (except subsection (3)) continues to have effect until the end of the financial year that commenced on 1 July 1993; and

(b) guidelines in force under that section immediately before the commencement of this Part have effect as if a reference in that section to the former Commission were a reference to Wool International.

(3) Wool International must perform its functions, and exercise its powers, so that the accumulated debt at the end of the financial year that commenced on 1 July 1993 is not more than $2,280,000,000.

Disposal schedule from 1 July 1994

20.(1) Wool International’s power to dispose of stockpile wool on and after 1 July 1994 is to be exercised in such a way that the following requirements are satisfied:

(a) in each disposal period, the wool stockpile must be reduced by at least the minimum quantity applicable to the period;

(b) the reduction of the stockpile during a disposal period must not exceed the maximum quantity applicable to the period.

(2) For the purposes of subsection (1), the minimum quantity for a disposal period is:

(a) in the case of a month referred to in paragraph (a) of the definition of “disposal period” in section 18—27,700 bales; and

(b) in the case of a quarter referred to in paragraph (b) of that definition—182,000 bales.

(3) For the purposes of subsection (1), the maximum quantity for a disposal period is:

(a) in the case of a month referred to in paragraph (a) of the definition of “disposal period” in section 18—29,100 bales; and

(b) in the case of a quarter referred to in paragraph (b) of that definition—192,000 bales.

(4) Only the following transactions are to count as reducing the wool stockpile for the purposes of subsection (1) in a particular disposal period:

(a) sales made during the period under contracts requiring immediate delivery;

(b) sales made under forward contracts requiring delivery to be made during the period;

Wool purchases to meet disposal requirements

21.(1) If, during a disposal period referred to in paragraph (a) of the definition of “disposal period” in section 18, the wool stockpile is reduced by a quantity that exceeds the maximum quantity for the period:

(a) Wool International must buy a quantity of wool equal to the excess; and

(b) section 20 applies, in relation to the following disposal period, as if the excess quantity of wool had not been disposed of.

(2) The wool must be bought before the end of the month following the disposal period.

(3) If, during a disposal period referred to in paragraph (b) of the definition of “disposal period” in section 18, it becomes apparent that the wool stockpile will be reduced, during the period, by a quantity that exceeds the maximum quantity for the period, Wool International must buy a quantity of wool equal to the excess before the end of the period.

(4) Wool bought under subsection (1) or (3) becomes part of the wool stockpile.

Publication of notices regarding progress of disposal of stockpile

22.(1) In each month beginning on or after 1 August 1994 and before 1 February 1995, Wool International must cause to be published a notice reporting on Wool International’s compliance, at the end of the preceding month, with the disposal schedule.

(2) In each quarter beginning on or after 1 April 1995, Wool International must cause to be published a notice reporting on Wool International’s compliance, at the end of the preceding quarter, with the disposal schedule.

(3) Wool International may include in a notice under subsection (1) or (2) any additional information it thinks appropriate.

PART 5—CONSTITUTION AND MEETINGS OF WOOL INTERNATIONAL

Division 1—General

Membership

23.(1) Wool International consists of the following members:

(a) the Chairperson of Wool International;

(b) the Chief Executive;

(d) 8 other members.

(2) The members referred to in paragraph (1)(d) must be persons who have qualifications relevant to, or experience in, one or more of the following fields:

(a) wool production;

(b) wool processing, including the manufacture of wool products;

(d) financial services;

(e) marketing;

(f) international commodity trading;

(g) wool testing and specification;

(h) law and industrial relations.

(3) The members of Wool International, except the Chief Executive, are to be appointed by the Minister in writing.

(4) Before making an appointment of a member referred to in paragraph (1)(d), the Minister must take into consideration a nomination made by a selection committee constituted under this Act.

(5) In making appointments, the Minister must ensure that the members collectively possess qualifications and experience in all the fields referred to in subsection (2).

(6) The following persons cannot be members of Wool International:

(a) a member of a Parliament;

(b) an individual who is the president or chairperson of a prescribed organisation.

(7) An organisation may only be prescribed for the purposes of subsection (6) if it represents a sector of the wool industry.

(8) The Chairperson or a member referred to in paragraph (1)(d) holds office, on a part-time basis, for such period (not exceeding 4 years) as is specified in the document of appointment, but is eligible for re-appointment.

(9) The member representing the Commonwealth holds office during the Minister’s pleasure.

(10) Appointed members hold office on such terms and conditions (if any) relating to matters not provided for by this Act as are determined in writing by the Minister.

(11) Anything done by Wool International is not ineffective merely because of a vacancy or vacancies in the membership of Wool International.

Deputy of Chairperson

24.(1) The Minister may, in writing, appoint a member referred to in paragraph 23(1)(d) to be the deputy of the Chairperson.

(2) The person holds office as deputy of the Chairperson until the Minister ends the appointment or the person ceases to be a member, whichever first happens.

(3) A member may resign an appointment as deputy of the Chairperson by giving the Minister a signed notice of resignation, but the resignation is not effective until it is accepted by the Minister.

(4) The deputy of the Chairperson has the powers, and must perform the functions, of the Chairperson:

(a) during any vacancy in the office of Chairperson, whether or not an appointment has previously been made to the office; and

(b) during any period when the Chairperson is absent from Australia or is, for any other reason, unable to perform the duties of the office of Chairperson.

(5) Anything done by or in relation to a person purporting to act under subsection (4) is not ineffective on the ground that:

(a) the occasion for the person’s appointment had not arisen; or

(b) there is a defect or irregularity in connection with the person’s appointment; or

(d) the occasion for the person to act had not arisen or had ceased.

Disclosure of interests

25.(1) A member who has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of Wool International must, as soon as possible after the relevant facts have come to his or her knowledge, disclose the nature of the interest at a meeting of Wool International.

(2) The disclosure must be recorded in the minutes of the meeting.

(3) A member who is a wool producer, a wool processor or a manufacturer of wool products is not taken to have a pecuniary interest in a matter being considered or about to be considered by Wool International merely because the person is a wool producer, a wool processor or a manufacturer of wool products, as the case may be.

Leave of absence of appointed members

26.(1) The Minister may grant leave of absence to the Chairperson on such terms and conditions as the Minister determines.

(2) The Chairperson may grant leave of absence to any other appointed member on such terms and conditions as the Chairperson determines.

Resignation

27. An appointed member may resign his or her appointment by giving the Minister a signed notice of resignation, but the resignation is not effective until it is accepted by the Minister.

Ending of appointments for misbehaviour etc.

28.(1) The Minister may end the appointment of an appointed member for misbehaviour or for physical or mental incapacity.

(2) If an appointed member:

(a) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit; or

(b) is absent, except on leave of absence granted under section 26, from 3 consecutive meetings of Wool International; or

the Minister must end the member’s appointment.

Meetings

29.(1) Subject to this section, meetings of Wool International are to be held at such times and at such places within Australia as Wool International determines.

(2) The Chairperson may, and at the request of 3 or more members must, convene a meeting of Wool International.

(3) At a meeting of Wool International 6 members constitute a quorum.

(4) The Chairperson is to preside at all meetings of Wool International at which he or she is present.

(5) If the Chairperson is absent from a meeting of Wool International, the deputy of the Chairperson, if present, is to preside at the meeting.

(6) If neither the Chairperson nor the deputy of the Chairperson is present at a meeting, the members present must appoint one of their number to preside at the meeting.

(7) A question arising at a meeting of Wool International is to be determined by a majority of the votes of the members present and voting.

(8) The member presiding at a meeting has a deliberative vote and, if there is an equality of votes, also has a casting vote.

(9) Wool International must keep a record of its proceedings.

Conduct of meetings

30.(1) Wool International may regulate its proceedings as it thinks appropriate.

(2) Without limiting subsection (1), the Chairperson may permit members to participate in a particular meeting, or in all meetings:

(a) by telephone; or

(b) by closed-circuit television; or

(3) A member who participates in a meeting of Wool International in accordance with subsection (2) is taken to be present at the meeting.

Division 2—Nominations of persons for appointment to Wool International

Constitution of selection committee

31.(1) For the purpose of making an appointment of a member or members referred to in paragraph 23(1)(d), the Minister must constitute a selection committee.

(2) A selection committee is to consist of:

(a) a presiding member; and

(b) 3 other members, of whom one is nominated by the Wool Council of Australia;

appointed by the Minister in writing.

(3) The members of a selection committee are to hold their appointments on such terms and conditions as the Minister determines.

Request for nominations

32. When the Minister constitutes a selection committee, the Minister must give the presiding member a written notice:

(a) specifying the number of appointments that are to be made; and

(b) requesting the committee to give the Minister, within the period specified in the notice, the name of a person, or the names of persons, the committee considers suitable for appointment.

Proceedings of the committee

33.(1) Subject to any written directions given to the committee by the Minister, a selection committee may take such action as it thinks appropriate to invite applications for nomination or otherwise to identify persons suitable for nomination.

(2) In making a nomination or nominations, a selection committee must have regard to the requirements of subsections 23(2), (5) and (6).

(3) A selection committee may regulate proceedings of the committee as it thinks appropriate.

(4) Without limiting subsection (3), the presiding member may permit members of a selection committee to participate in a particular meeting, or in all meetings, of the committee:

(a) by telephone; or

(b) by closed-circuit television; or

(5) A member who participates in a meeting of a selection committee in accordance with subsection (4) is taken to be present at the meeting.

(6) A question arising at a meeting of a selection committee is to be determined by a majority of the votes of the members present and voting.

(7) The presiding member has a deliberative vote and, if there is an equality of votes, also has a casting vote.

Nominations by committee

34.(1) A selection committee must, within the period specified in the notice under section 32, give the Minister a written notice nominating a person or persons for appointment to Wool International.

(2) A selection committee must make only one nomination in respect of each appointment to be made by the Minister.

(3) The notice under subsection (1) must include:

(a) a statement containing, in respect of the person, or each person, nominated:

(i) details of the person’s qualifications and experience; and

(ii) such other information relating to the person as is, in the opinion of the committee, likely to help the Minister to decide whether to appoint the person; and

(b) a statement specifying how, in the opinion of the committee, the nomination or nominations will best ensure that the members referred to in paragraph 23(1)(d) collectively possess qualifications and experience in all the fields referred to in subsection 23(2).

(4) If the Minister considers the information contained in a notice under subsection (1) to be inadequate, the Minister may, by written notice given to the presiding member, require the committee to give the Minister, by a specified day, such further information relevant to the matters dealt with in the notice under subsection (1) as the Minister specifies.

(5) If the Minister is not satisfied as to the suitability of a person nominated for appointment, the Minister may, by written notice given to the selection committee, reject the nomination and may, in the notice, request the committee to make a further nomination within the period specified in the notice.

(6) Where a selection committee receives a request under subsection (5), subsections (1) to (3) again apply but, in their application because of this subsection, have effect as if the reference in subsection (1) to the notice under section 32 were a reference to the notice under subsection (5) of this section.

Abolition of selection committee

35. When:

(a) a selection committee has made a nomination or nominations in accordance with a notice under section 32; and

(b) either:

(i) there are no outstanding matters in a notice given by the Minister under subsection 34(4) or (5) still to be dealt with by the committee; or

(ii) the Minister has given the presiding member written notice that the Minister does not intend to give a notice under subsection 34(4) or (5);

the selection committee is abolished by force of this section.

PART 6—STAFF

Division 1—The Chief Executive

Appointment etc. of Chief Executive

36.(1) Wool International may appoint a person to be the Chief Executive of Wool International.

(2) Wool International:

(a) may determine the terms and conditions of service of the Chief Executive in relation to matters not provided for by this Act, including terms and conditions relating to remuneration and allowances; and

(b) may at any time end the appointment of the Chief Executive.

(3) If the Chief Executive:

(a) engages in paid employment outside the duties of his or her office without the approval of Wool International; or

(b) is absent from duty, except on leave of absence granted by Wool International, for 14 consecutive days, or for 28 days in any period of 12 months or is absent from 3 consecutive meetings of Wool International; or

(d) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit;

Wool International must terminate his or her appointment.

(4) The office of Chief Executive is not a public office for the purposes of the Remuneration Tribunal Act 1973.

Acting Chief Executive

37.(1) Wool International may, by resolution, appoint a person to act as Chief Executive:

(a) during a vacancy in the office of Chief Executive, whether or not an appointment has previously been made to the office; or

(b) during any period, or during all periods, when the Chief Executive is absent from duty or from Australia or is, for any other reason, unable to perform the functions of the office of Chief Executive.

(2) Anything done by or in relation to a person purporting to act under subsection (1) is not ineffective on the ground that:

(a) the occasion for the person’s appointment had not arisen; or

(b) there is a defect or irregularity in connection with the person’s appointment; or

(d) the occasion for the person to act had not arisen or had ceased.

Management of affairs of Wool International

38.(1) The affairs of Wool International are, to the extent determined by Wool International, to be managed by the Chief Executive.

(2) In managing the affairs of Wool International, the Chief Executive must act in accordance with the policy and directions of Wool International.

Division 2—Other staff of Wool International

Employees

39.(1) Wool International may employ such persons as it thinks necessary for the performance of its functions.

(2) Subject to subsection (3), the terms and conditions of employment of persons so employed are those determined by Wool International.

(3) In exercising its power to employ persons, Wool International must comply with any applicable guidelines determined in writing by the Minister for Industrial Relations.

Division 3—Equal employment opportunity program

Development of equal employment opportunity program

40. Wool International must develop an equal employment opportunity program for Wool International.

Implementation of program

41. Wool International must take whatever action is necessary to give effect to its equal employment opportunity program, and any person who exercises powers in relation to employment matters in Wool International must have regard to the program in exercising those powers.

Preservation of merit principle

42. Nothing in this Act is to be taken to require action that is incompatible with the principle that employment matters should be dealt with on the basis of merit.

PART 7—FINANCE

Payments to Wool International

43.(1) This section applies to amounts received by the Commonwealth after the commencement of this Part in respect of wool tax imposed in a financial year commencing on or after 1 July 1993.

(2) When all the tax imposed by the Wool Tax Acts in a financial year on particular shorn wool (other than carpet wool) has been received by the Commonwealth, there is payable to Wool International an amount equal to 4.5% of the sale value of the wool.

Payments representing pre-commencement tax

44.(1) If:

(a) before the commencement of this Part, an amount was received by the Commonwealth in respect of wool tax imposed by the Wool Tax Acts in a financial year that commenced on or before 1 July 1993 on particular shorn wool (other than carpet wool); and

(b) at that commencement, nothing had been paid by the Commonwealth to the former Commission under section 25 of the repealed Act in relation to the amount received;

there is payable to Wool International the amount that would have been payable to the former Commission in relation to the wool if the repealed Act had not been repealed.

(2) If, after the commencement of this Part, an amount is received by the Commonwealth in respect of wool tax imposed by the Wool Tax Acts in a financial year that commenced before 1 July 1993 on particular shorn wool (other than carpet wool), there is payable to Wool International, out of the amount received, the amount that would have been payable to the former Commission if the repealed Act had not been repealed.

Additional contributions by wool-tax payers

45.(1) A person who has paid wool tax imposed in a financial year commencing on or after 1 July 1993 on shorn wool (other than carpet wool) may make an additional contribution in relation to that financial year.

(2) An additional contribution is to be paid to the Commonwealth in accordance with the regulations.

(3) An additional contribution in relation to a financial year must not exceed 5.5% of the sale value of the wool.

(4) There is payable to Wool International an amount equal to the amount of any additional contribution made under this section.

Appropriation

46. Money payable to Wool International under section 43, 44 or 45 is payable out of the Consolidated Revenue Fund which is appropriated accordingly.

Money of Wool International

47. The money of Wool International consists of:

(a) money held by the Australian Wool Realisation Commission immediately before the commencement of this Part; and

(b) money paid to Wool International by the Commonwealth under this Act; and

(c) money received by Wool International from the sale of wool or other assets of Wool International or from the provision of services; and

(d) any other amounts received by Wool International.

Charges for services

48. Wool International may charge fair and proper fees for services provided by it.

Expenditure of Wool International money

49. Money of Wool International may only be expended:

(a) in payment or discharge of expenses and liabilities incurred by Wool International in the performance of its functions or the exercise of its powers; and

(b) in payments relating to the accumulated debt;

(d) in payment to the Commonwealth of amounts equal to expenses incurred by the Commonwealth in relation to appointments of members referred to in paragraphs 23(1)(a) and (d) including expenses incurred in connection with the appointment and operations of selection committees under Division 2 of Part 5; and

(e) in making payments under section 52; and

(f) in making any other payments that Wool International is authorised or required to make under this or any other Act.

Accounts and records

50.(1) Wool International must:

(a) keep proper accounts and records of the transactions and affairs of Wool International in accordance with the accounting principles generally applied in commercial practice; and

(b) do all things necessary to ensure that:

(i) all payments by Wool International are correctly made and properly authorised; and

(ii) adequate control is maintained over the assets of, or in the custody of, Wool International and over the incurring of liabilities by Wool International.

(2) The accounts and records kept by the former Commission immediately before the commencement of this Part continue as accounts and records of the body corporate continued in existence by this Act.

Separate accounting for revenue and payments relating to non-wool assets

51.(1) Wool International must maintain its accounts and records in a form that enables it to account for:

(a) income received from the management of real property of Wool International (including wool premises and wool stores properties); and

(b) payments relating to the management of such real property;

separately from other income and payments of Wool International.

(2) Wool International may, if it chooses to do so, earmark income referred to in paragraph (1)(a) for use in the performance of its function of providing services to the Australian wool industry.

(3) Subsection (2) has effect subject to section 10.

Payment of expenses of collection etc. of amounts paid under sections 43, 44 and 45

52. Wool International is required to pay to the Commonwealth, in respect of each financial year, an amount equal to the amount determined by the Minister to be the expenses incurred by the Commonwealth in connection with the collection and recovery of amounts paid to Wool International under sections 43, 44 and 45.

Borrowing etc.

53.(1) Wool International may, with the written approval of the Minister, borrow money.

(2) An approval may be given in relation to a particular transaction or a class of transactions.

(3) A borrowing under an approval must be on terms and conditions specified in, or consistent with, the approval.

(4) Subject to subsection (3), a borrowing may be made, in whole or in part, in a currency other than Australian currency.

(5) Wool International may give security over the whole or any part of its assets for the repayment of money borrowed in accordance with this section and the payment of money (including interest) that Wool International is liable to pay in respect of such a borrowing.

(6) Wool International is not authorised to borrow except in accordance with this section.

(7) Subject to subsection (8), the due payment by Wool International of any money that becomes payable by Wool International to a person other than the Commonwealth is, by force of this subsection, guaranteed by the Commonwealth.

(8) Subsection (7) only applies to the payment of money that becomes payable in connection with:

(a) the performance by Wool International of its functions relating to the wool stockpile or the accumulated debt; or

(b) contracts entered into, or dealt with, in accordance with section 54 by Wool International for the purposes of the performance of its functions relating to the wool stockpile or the accumulated debt.

(9) A reference in this section to the borrowing of money includes a reference to the borrowing or raising of money by dealing with securities.

(10) The reference in subsection (9) to dealing with securities includes a reference to:

(a) creating, executing, entering into, drawing, making, accepting, endorsing, issuing, discounting, selling, purchasing or reselling securities; and

(b) creating, selling, purchasing or reselling rights or options in respect of securities; and

Hedging through currency contracts etc.

54.(1) In this section:

“currency contract” means:

(a) a forward exchange rate contract; or

(b) a contract with respect to currency futures;

“futures contract” means:

(a) a deferred delivery contract; or

(b) a contract with respect to financial futures; or

(2) This section applies to the following contracts:

(a) currency contracts;

(b) interest rate contracts;

(d) contracts relating to:

(i) dealings known as currency swaps; or

(ii) dealings known as interest rate swaps; or

(iii) dealings known as commodity swaps;

(e) contracts relating to 2 or more of the dealings referred to in paragraph (d);

(f) options (including futures options);

(g) contracts of a kind approved by the Minister in writing.

(3) Subject to subsection (6), Wool International may enter into and deal with contracts to which this section applies for hedging purposes in relation to:

(a) a borrowing or raising, or a proposed borrowing or raising, of money by Wool International; or

(b) an investment of money by Wool International; or

(d) a transaction in foreign currency.

(4) The Minister may determine written guidelines for the exercise by Wool International of its powers under subsection (3) and must give Wool International a copy of each determination made.

(5) Without limiting subsection (4), the guidelines may provide that:

(a) Wool International is not to enter into or deal with contracts of a particular kind; or

(b) Wool International is to enter into or deal with contracts of a particular kind only in specified circumstances.

(6) Wool International must not enter into or deal with a contract to which this section applies contrary to guidelines in force under subsection (4).

(7) A contract is taken to be entered into or dealt with for hedging purposes only if the contract is entered into or dealt with for the purpose of:

(a) managing the risk of variations in:

(i) the costs of a borrowing or raising, or a proposed borrowing or raising, of money by Wool International; or

(ii) the revenue obtainable by Wool International from an investment; or

(iii) the amount payable to Wool International for any wool sold by it; or

(iv) the amount payable by Wool International for any wool bought by it; or

(v) a payment to or by Wool International in relation to a transaction in foreign currency; or

(b) maintaining the value of investments made by Wool International.

Bank accounts

55.(1) Wool International must always have at least 2 accounts with a bank or banks.

(2) Wool International must pay all money received by it into an account maintained under subsection (1).

Investment of Wool International money

56. Money of Wool International not immediately required for the purposes of Wool International must be invested:

(a) in securities of, or guaranteed by, the Commonwealth or a State; or

(b) on deposit with a bank; or

PART 8—AUDIT

Audit

57.(1) The Auditor-General must inspect and audit:

(a) the accounts and records of financial transactions of Wool International; and

(b) the records relating to assets of, or in the custody of, Wool International;

and must immediately draw the attention of the Minister to any irregularity disclosed by the inspection and audit that, in the opinion of the Auditor-General, is of sufficient importance to justify such action.

(2) The Auditor-General may dispense with all or a part of the detailed inspection and audit of any accounts or records referred to in subsection (1).

(3) The Auditor-General must, at least once in each financial year, report to the Minister the results of the inspection and audit carried out under subsection (1).

(4) The Auditor-General or a person authorised by the Auditor-General is entitled, at all reasonable times, to full and free access to all accounts, records and other documents of Wool International relating directly or indirectly to the receipt or payment of money, or to the acquisition, receipt, custody or disposal of assets, by Wool International.

(5) The Auditor-General or a person authorised by the Auditor-General may make copies of, or take extracts from, such accounts, records or other documents.

(6) The Auditor-General or a person authorised by the Auditor-General may require another person to furnish such information in the possession of the other person, or to which the other person has access, as the Auditor-General or authorised person considers necessary for the performance of the functions of the Auditor-General under this Act.

(7) A person must comply with a requirement under subsection (6). Penalty: 10 penalty units.

PART 9—MISCELLANEOUS

Ministerial directions

58.(1) Subject to subsection (2), the Minister may give Wool International such written directions relating to the performance of Wool International’s functions as appear to the Minister to be necessary in the public interest.

(2) The Minister may only give directions under subsection (1) after consultation with Wool International.

(3) Subsection (1) does not authorise the giving of directions in relation to the amount to be charged for goods or services supplied by Wool International.

(4) The Minister must cause a copy of a direction under subsection (1) to be laid before each House of the Parliament within 15 sitting days of that House after the day on which the direction is given.

(5) Subsection (4) does not apply in relation to a particular direction if:

(a) the Minister, on the recommendation of Wool International, makes a written determination that compliance with the subsection would, or would be likely to, prejudice the commercial activities of Wool International; or

(b) the Minister makes a written determination that compliance with the subsection would be, or would be likely to be, prejudicial to the national interest of Australia.

Delegation

59.(1) Wool International may delegate all or any of its powers under this Act to any person or body.

(2) A delegation must be under the common seal of Wool International.

(3) In the exercise of a delegated power, a delegate is subject to the directions of Wool International.

Consultants

60.(1) Wool International may engage as consultants persons having suitable qualifications and experience.

(2) Consultants are to be engaged on such terms and conditions as Wool International determines.

Liability to taxation

61.(1) Wool International is subject to taxation (other than income tax) under the laws of the Commonwealth.

(2) Subject to subsections (3) and (4), Wool International is not subject to taxation under a law of a State or a Territory.

(3) The regulations may provide that subsection (2) does not apply in relation to taxation under a specified law of a State or of a Territory.

(4) Stamp duty under a law of a State or of a Territory is payable by Wool International in respect of transactions entered into, and documents executed by or on behalf of, Wool International.

Remuneration and allowances of appointed members

62.(1) An appointed member is to be paid such remuneration as is determined by the Remuneration Tribunal but, if no determination of that remuneration by the Tribunal is in operation, the member is to be paid such remuneration as is prescribed.

(2) An appointed member is to be paid such allowances as are prescribed.

(3) This section has effect subject to the Remuneration Tribunal Act 1973.

Provision to Wool International of information given to Commissioner of Taxation

63. The Commissioner of Taxation is required, as soon as practicable, to transmit to Wool International information given to the Commissioner under subsection 28(2), 29(2), 30(2), 31(2) or 32(2) of the Administration Act.

Provision of wool tax records to wool-tax payers

64.(1) Wool International must, at such times, or as often, as the regulations require, send a wool tax record to each person who has paid tax imposed by the Wool Tax Acts, in a financial year commencing on or after 1 July 1993, on shorn wool (other than carpet wool).

(2) The purpose of a wool tax record is to inform the recipient of:

(a) the amounts paid to the Australian Wool Realisation Commission or Wool International that represent wool tax referred to in subsection (1) and paid by the person; and

(b) additional contributions made by the person under section 45.

(3) A wool tax record must:

(a) be in accordance with the regulations; and

(b) be sent in accordance with the regulations.

(4) It is sufficient compliance with subsection (1) if wool tax records are sent to all persons whose names are in the register kept under section 66 at a time when the regulations require wool tax records to be sent.

Meetings of wool-tax payers

65.(1) The regulations may make provision for the convening by Wool International of meetings for the purpose of Wool International reporting to wool-tax payers on the performance of its functions.

(2) Without limiting subsection (1), the provisions that may be made by the regulations include provisions regarding:

(a) the frequency of meetings; and

(b) the wool-tax payers who are entitled to attend, and participate in, meetings; and

66.(1) Wool International must keep a register of wool-tax payers.

(2) The register must contain:

(a) as far as Wool International is able to ascertain them, particulars of every wool-tax payer; and

(b) such other particulars as are prescribed.

(3) The register is to be kept in accordance with the regulations.

(4) Wool International must, on a request by the Australian Wool Research and Promotion Organisation made with the consent of a wool-tax payer:

(a) allow the Organisation access to an entry in the register relating to that wool-tax payer; or

(b) provide the Organisation with a copy of the entry.

Annual report

67.(1) Wool International must, as soon as practicable after the end of each financial year, give the Minister a written report of the operations of Wool International during that financial year, together with financial statements for that year in a form approved by the Minister for Finance.

(2) Without limiting the matters to be included in an annual report in respect of a financial year, an annual report must include such particulars (if any) as are prescribed.

(3) Before submitting financial statements to the Minister under subsection (1), Wool International must submit them to the Auditor-General, who must report to the Minister:

(a) whether, in the Auditor-General’s opinion, the statements are based on proper accounts and records; and

(b) whether the statements are in agreement with the accounts and records and, in the Auditor-General’s opinion, show fairly the financial transactions and state of affairs of Wool International; and

(c) whether, in the Auditor-General’s opinion, the receipt, expenditure and investment of money, and the acquisition and disposal of assets, by Wool International during the year have been in accordance with this Act; and

(d) as to such other matters arising out of the statements as the Auditor-General considers should be reported to the Minister.

(4) The Minister must cause the annual report and financial statements, together with the report of the Auditor-General, to be laid before each House of the Parliament within 15 sitting days of that House after their receipt by the Minister.

Judicial notice of Wool International’s seal

68.(1) All courts, judges and persons acting judicially are to take judicial notice of the imprint of the seal of Wool International appearing on a document and are to presume that it was duly affixed.

(2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the commencement of Part 12.

(3) This section only has effect after the commencement of Part 12.

Consequences of commencement of Part 12

69.(1) On the commencement of Part 12, the title of this Act is replaced by the following title:

“An Act relating to the constitution of Wool International
as a public company, and for related purposes”.

(2) Section 3, Part 2 (except section 7), Parts 3, 4 and 6, Part 7 (except sections 43, 44, 45, 46 and 52), Part 8 and sections 61 and 67 cease to have effect at the commencement of Part 12.

(3) Section 7 and Part 5 cease to have effect immediately after the commencement of Part 12.

(4) Section 8 of the Acts Interpretation Act 1901 has effect in relation to a provision that ceases to have effect because of subsection (1) or (2) as if the provision had been repealed by an Act on the day on which it ceases to have effect.

Market intelligence and statistics powers of Australian Wool Corporation

70.(1) In this section, “Wool Corporation Act” means the Australian Wool Corporation Act 1991, as in force immediately before the commencement of this Part.

(2) This Act has effect as if the powers conferred by paragraphs 7(2)(a) and (b) of the Wool Corporation Act were powers of Wool International.

(3) Subject to subsection (4), the Governor-General may, by Proclamation, fix a day on which this section is to cease to have effect.

(4) If this section does not cease to have effect under subsection (3) before 1 July 1994, it ceases to have effect on that day.

(5) If this section ceases to have effect because of subsection (3) or (4), section 8 of the Acts Interpretation Act 1901 has effect in relation to this section as if, on the day on which it ceases to have effect, this section had been repealed by an Act.

71. At the commencement of Part 12, the following section is substituted for section 4:

Definitions

“4. In this Act, unless the contrary intention appears:

‘amount’ includes a nil amount;

‘articles’ means articles of association;

‘authorised person’ means:

(a) the Minister; or

(b) the holder of an authorising office;

‘authorising office’ means an office in the Department declared by the Minister in writing to be an authorising office for the purposes of this Act;

‘memorandum’ means memorandum of association;

‘share’, in relation to a body corporate, means a share in the share capital of the body corporate;

‘Wool International’ means the body corporate that, at the commencement of Part 12, exists, because of section 7, under the name Wool International.”.

Regulations

72.(1) The Governor-General may make regulations prescribing all matters required or permitted by this Act to be prescribed, or necessary or convenient to be prescribed, for carrying out or giving effect to this Act.

(2) Without limiting subsection (1), the provisions that may be made by the regulations include provisions imposing penalties not exceeding 20 penalty units for offences against the regulations.

PART 10—CREATION OF CAPITAL STRUCTURE AND OTHER STEPS PRIOR TO CONVERSION OF WOOL INTERNATIONAL INTO PUBLIC COMPANY

Share capital of Wool International

73.(1) As from the commencement of this Part, Wool International has a share capital.

(2) The amount of the share capital is equal to the amount that subsection 74(1) requires to be applied as mentioned in that subsection.

(3) The share capital is divided into shares of $1 each.

(4) As from the commencement of Part 12, this section has effect subject to the Corporations Law.

Issue of shares

74.(1) As soon as practicable after the commencement of this Part, Wool International must apply the capital that it has at that commencement in paying up, in full, shares in Wool International.

(2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.

(3) As soon as practicable after complying with subsection (1), Wool International must issue the shares paid up under that subsection:

(a) to the Commonwealth; or

(b) to nominees of the Commonwealth;

as the Minister directs in writing.

(4) The issue of shares under subsection (3) discharges in full any obligation of Wool International to repay the capital to the Commonwealth.

(5) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, the consideration being the discharge effected by subsection (4).

(6) A person is not a member of Wool International at any time before the commencement of Part 12 merely because the person holds shares in Wool International.

New name of Wool International

75.(1) On the day immediately before the commencement of Part 12, Wool International’s name is, by force of this subsection, changed to “Wool International Limited”.

(2) Subsection 382(4) of the Corporations Law applies in relation to the change of name made by subsection (1) as if:

(a) Wool International were a company within the meaning of the Corporations Law when the change is made; and

(b) the change were made under the Corporations Law.

(3) This section has effect in spite of anything in the Corporations Law, but nothing in this section:

(a) prevents Wool International from later changing its name under the Corporations Law; or

(b) prevents the cancellation, under Division 1 of Part 4.2 of the Corporations Law, of the registration of a name.

Wool International to apply to be registered as company etc.

76.(1) Wool International must, before the commencement of Part 12:

(a) apply to the Australian Securities Commission under the Corporations Law to be registered as a company limited by shares within the meaning of the Corporations Law; and

(b) apply to the Australian Securities Commission under the Corporations Law for the reservation of the name “Wool International Limited”; and

(c) lodge with the Australian Securities Commission a proposed memorandum, and proposed articles, for Wool International.

(2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by section 118 of the Corporations Law to accompany such an application.

(3) The applications mentioned in paragraphs (1)(a) and (b) are to be made to the Australian Securities Commission by delivering them, together with the documents referred to in paragraph (1)(c), to an office of the Commission in the Australian Capital Territory.

(4) Wool International is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b) and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).

(5) The Australian Securities Commission is to be taken:

(a) to have been required to reserve the name “Wool International Limited” under section 374 of the Corporations Law; and

(b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).

PART 11—TAXATION MATTERS

Exemption from taxes and charges

77.(1) No tax is payable under a law of the Commonwealth or of a State or Territory in respect of:

(a) an exempt matter; or

(b) anything done (including a transaction entered into or a document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.

(2) An authorised person may, in writing, certify that:

(a) a specified matter or thing is an exempt matter; or

(b) a specified thing was done (including a transaction entered into or a document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.

(3) For all purposes and in all proceedings, a certificate under subsection (2) is conclusive evidence of the matter certified, except to the extent to which the contrary is established.

(4) In this section:

“exempt matter” means:

(a) the operation of this Act; or

(b) giving effect to this Act;

“tax” includes:

(a) sales tax; and

(b) tax imposed by the Debits Tax Act 1982; and

(d) stamp duty; and

(e) any other tax, fee, duty, levy or charge;

but does not include income tax imposed as such by a law of the Commonwealth.

Wool International taken to have had share capital

78. For the purposes of the Income Tax Assessment Act 1936, Wool International is to be taken to have had, at all times before it complies with subsection 74(3) of this Act, a share capital, all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.

PART 12—CONVERSION OF WOOL INTERNATIONAL INTO PUBLIC COMPANY

Wool International taken to be registered under Corporations Law

79.(1) The Australian Securities Commission is to be taken:

(a) to have been required to grant the application mentioned in paragraph 76(1)(a) and to register Wool International as a company under subsection 137(2) of the Corporations Law; and

(b) to have granted the application at the commencement of this Part; and

(i) by the name “Wool International Limited”; and

(ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and

(d) to have registered the name “Wool International Limited” in relation to Wool International at the commencement of this Part under subsection 374(5) of the Corporations Law.

(2) Wool International’s registration as a company under Division 3 of Part 2.2 of the Corporations Law is to be taken to have commenced on the day on which this Part commences.

(3) For the purposes of Division 3 of Part 2.2 of the Corporations Law, Wool International is to be taken to have been, on the day before the commencement of this Part, and to be, at that commencement, a corporation within the meaning of that Act.

Memorandum and articles of Wool International

80.(1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 76(1)(c):

(a) are respectively the memorandum, and the articles, of Wool International; and

(b) bind Wool International and its members accordingly.

(2) As from the commencement of this Part, the Corporations Law applies in relation to Wool International’s memorandum and articles as if they had been registered as such under that law.

Membership of Wool International

81.(1) A person who, immediately before the commencement of this Part, was a member, or was acting as a member, of Wool International ceases at that commencement to be, or to act as, such a member.

(2) Each person who holds shares in Wool International at the commencement of this Part:

(a) by force of this subsection, becomes a member of Wool International at the commencement of this Part; and

(b) in relation to membership of Wool International:

(i) is entitled to the same rights, privileges and benefits; and

(ii) is subject to the same duties, liabilities and obligations;

as if the person had become a member of Wool International under the memorandum and articles of Wool International.

Application of certain provisions of Corporations Law

82.(1) If all the shares in Wool International are beneficially owned by the Commonwealth, subsection 186(1), and paragraph 461(d), of the Corporations Law do not apply in relation to Wool International, and subsection 249(7) of the Corporations Law applies in relation to Wool International as if:

(a) the Commonwealth were a holding company, within the meaning of that subsection, of Wool International; and

(b) the Commonwealth held the whole of the issued shares in Wool International; and

(2) Subsections 139(2) and (3) and subsection 151(5) of the Corporations Law do not apply in relation to Wool International.

(3) For the purposes of Division 2 of Part 5.6 of the Corporations Law, a person is not a past member of Wool International merely because he or she was a member of Wool International, or acted as a member of Wool International, before the commencement of this Part.

Wool International not a public authority etc.

83. Wool International, as it exists after the commencement of this Part, is to be taken for the purposes of a law of the Commonwealth or a State or Territory:

(a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and

(b) not to be a public authority or an instrumentality or agency of the Crown; and

(c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914;

except so far as express provision is made by a law of the Commonwealth, of a State, or of a Territory, as the case may be.

Operation of section 25B of the Acts Interpretation Act

84. Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to Wool International.

Accounting records

85. For the purposes of the Corporations Law, accounts and records kept under section 50 of this Act, as in force immediately before the commencement of this Part, are to be taken to be accounting records kept by Wool International under a provision of a corresponding previous law, being a provision corresponding to section 289 of the Corporations Law.

Accounts

86.(1) This section has effect for the purposes of the Corporations Law.

(2) A report and financial statements that were prepared under section 67 of this Act, as in force immediately before the commencement of this Part, in relation to a period and furnished to the Minister on a particular day are to be taken to be a profit and a loss account of Wool International that was:

(a) made out in relation to that period; and

(b) laid before Wool International at an annual general meeting of Wool International held on that day.

Effect of Part—summary

87. After the commencement of this Part:

(a) Wool International is a company registered under the Corporations Law;

(b) Wool International’s name is “Wool International Limited”;

(d) the Corporations Law applies, subject to this Act, in relation to Wool International.

____________________________________________________________________________________________

[Minister’s second reading speech made in—

House of Representatives on 30 September 1993

Senate on 18 October 1993]