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Public Enterprises Act 2019


REPUBLIC OF NAURU
PUBLIC ENTERPRISES ACT 2019
______________________________

No. 11 of 2019
______________________________


An Act to provide for the regulation of public enterprises in Nauru and for related purposes.

Certified: 11th June 2019

Table of Contents

PART 1- PRELIMINARY

1 Short title

2 Commencement

3 Definitions

4 Purpose

5 Application of this Act with other Acts

6 Act binds the Republic


PART 2- PUBLIC ENTERPRISE PRINCIPLES

7 Public enterprise principles


PART 3- ESTABLISHMENT OF PUBLIC ENTERPRISE

Division 1––Nature of public enterprise

8 What is public enterprise

9 Types of public enterprise

10 Cabinet approval of designation as public enterp

11 Revocation of designation

12 Constitution of public enterprise must be consistent with this Act

13 Meaning of Government control

14 Republic not bound by public enterprises act or transaction


Division 2–Shares, securities and personal property

15 Republic may acquire shares and securities issued by public enterprise

16 Restrictions on dealing with public enterprise shares

17 Restrictions on charge over personal property


Division 3––Capacity, powers and restrictions on activities

18 Powers of public enterprise

19 Responsible Minister must approve certain activities


Division 4 ––Subsidiaries

20 Restrictions on subsidiaries of public enterprise

21 Subsidiary must provide information


PART 4 – PRINCIPLE OF PRUDENT AND EFFICIENT MANAGEMENT

Division 1 – Primary objective

22 State-owned enterprise – primary objective

23 Government controlled enterprise: primary objective

24 Public enterprise must give effect to statement of corporate intent


Division 2 – Community service obligation

25 State-owned enterprise may undertake community service obligations

26 Requirements for community service obligation agreement


PART 5 – PRINCIPLE OF MEASURABLE PERFORMANCE

Division 1 – Statement of corporate intent

27 Public enterprise must have statement of corporate intent

28 Content of statement of corporate intent


Division 2—Approval of statement of corporate intent

29 State-owned enterprise: approval of statement

30 State-owned enterprise: amendment of statement

31 Government controlled enterprise: approval and amendment of statement


Division 3––Business plan

32 Public enterprise must have business plan

33 Content of business plan


Division 4 – Approval of business plan

34 State-owned enterprise: approval of business plan

35 State-owned enterprise: amendment of business plan

36 Government controlled enterprise: approval and amendment of business plan


PART 6 – PRINCIPLE OF RESPONSIBLE MANAGEMENT

Division 1 – Appointment of Board

37 Board of directors

38 Eligibility for appointment

39 Chair and deputy chair

40 Term of office

41 When director ceases to hold office

42 Resignation and removal

43 Resignation of candidate for election to Parliament

44 Responsible Minister must table notice of change in directors

45 Defect or irregularity in appointment

46 Remuneration


Division 2 – Directors’ conduct

47 Honesty and good faith

48 Ensuring that primary objective achieved

49 Due compliance

50 Avoiding insolvency

51 Improper use of position as director or employee

52 Breach of confidentiality

53 Disclosure of interest

54 When interest of related party counts as director’s interest

55 Register of interests

56 Code of conduct

57 Content of code of conduct

58 Conduct of employees

59 Public enterprise must be good employer

60 Conduct in relation to subsidiaries


Division 3 – Management

61 Board meetings

62 Procedure at board meetings

63 Resolution in lieu of meeting

64 Chief executive officer

65 Delegations

66 Restrictions on indemnity for directors and executive officers

67 Restrictions on indemnity by subsidiary

68 Permitted indemnity of liability owed to third person


PART 7 – PRINCIPLE OF TRANSPARENT PERFORMANCE

Division 1 – Financial transparency

69 Financial records

70 Financial statements

71 Financial statements must be audited

72 Audit of financial statements


Division 2 – Operational transparency

73 Annual report

74 Content of annual report

75 Responsible Minister must table annual report in Parliament

76 Publication of summary of annual report

77 Half-yearly report


PART 8 – PRINCIPLE OF MONITORED PERFORMANCE

Division 1 – Oversight by Ministers

78 Role of Responsible and Accountable Ministers

79 Resolutions of wholly owned public enterprise are effected by Responsible and Accountable Ministers

80 Responsible Minister may require disclosure by public enterprise


Division 2 – Public enterprise monitoring unit

81 Public enterprise monitoring unit must be established

82 Functions of public enterprise monitoring unit

83 Public enterprise monitoring unit may require disclosure

84 Public enterprise monitoring unit must report on each public enterprise


PART 9 – MISCELLANEOUS

85 Regulations

86 Transitional provisions

87 Transitional regulations

88 Consequential amendments

SCHEDULE 1 42

SCHEDULE 2 43


Enacted by the Parliament of Nauru as follows:


PART 1- PRELIMINARY

  1. Short title

This Act may be cited as the Public Enterprises Act 2019.

  1. Commencement

This Act commences upon certification by the Speaker.

  1. Definitions

In this Act:

‘assessment’ includes a general or specific clinical or medical examination resulting in a provisional, differential or definitive diagnosis;

Accountable Minister in relation to a public enterprise, means the Minister appointed by Cabinet as the Accountable Minister for that public enterprise;

articles for a public enterprise that is a corporation means the corporation’s articles of incorporation required under the Corporations Act 1972;

board in relation to a public enterprise, means the directors of a public enterprise acting together;

‘chief executive officer means the person appointed under section 64 to be the chief executive officer of a public enterprise;

‘community service obligation’ means an obligation referred to in section 25;

‘community service obligation agreement means an agreement between the Responsible Minister and a State-owned enterprise for the undertaking of a community service obligation by the State-owned enterprise;

‘corporation means a corporation incorporated under the Corporations Act;

‘Corporations Act means the Corporations Act 1972;

‘constitution in the case of a public enterprise that is a corporation or of a subsidiary of a public enterprise, means its memorandum and articles of incorporation;

‘director in relation to a public enterprise that:

(a) is a corporation, has the same meaning as in section 2 of the Corporations Act;

executive officer in relation to a public enterprise, means:


(a) the chief executive officer (however described); or
(b) any other employee of the entity responsible for its management;

‘financial year’ for a public enterprise, means a period that is a financial year for accounting purposes for the public enterprise;

‘Government means the Government of the Republic;

Government controlled enterprise means a public enterprise that is stated to be a Government controlled enterprise under its designation under section 8(1);

prescribed’ means prescribed by regulations made under this Act;

‘primary objective’:


(a) in relation to a State-owned enterprise, has the meaning set out in section 22;
(b) in relation to a Government controlled enterprise, has the meaning set out in section 23;

‘public enterprise means a State-owned enterprise or a Government controlled enterprise;

public enterprise principles’ means the principles set out in section 7;

‘public service employee means a person employed in a department of the public service and includes a temporary employee, casual employee or contract employee;

Responsible Minister in relation to a public enterprise, means the Minister appointed by Cabinet as the Responsible Minister for that public enterprise;

statement of corporate intent means the statement of corporate intent required by section 27;

State-owned enterprise means a public enterprise that is stated to be a State-owned enterprise under its designation under section 10(1);

subsidiary has the same meaning as in section 4(1) of the Corporations Act 1972;

weighted average cost of capital means the cost of capital that is calculated in accordance with the prescribed methodology; and

working day means any day other than a Saturday, Sunday or public holiday.

  1. Purpose

The purpose of this Act is to provide for the regulation and governance of public enterprises according to public enterprise principles.

  1. Application of this Act with other Acts
  2. Act binds the Republic

This Act binds the Republic.


PART 2- PUBLIC ENTERPRISE PRINCIPLES

  1. Public enterprise principles

For the purposes of this Act, the public enterprise principles for a public enterprise are:

(a) the principle of prudent and efficient management according to which:

(b) the principle of measureable performance according to which a public enterprise must identify its business goals;

(c) the principle of responsible management according to which the management of a public enterprise must be competent, honest and accountable;

(d) the principle of transparent performance according to which a public enterprise must report its performance fully, publicly and timeously; and

(e) the principle of monitored performance according to which a public enterprise must be subject to rigorous monitoring, approval and review.

PART 3- ESTABLISHMENT OF PUBLIC ENTERPRISE

Division 1––Nature of public enterprise

  1. What is public enterprise
  2. Types of public enterprise
  3. Cabinet approval of designation as public enterprise
  4. Revocation of designation

The Responsible Minister, after consultation with the Accountable Minister, may by notice in the Gazette revoke the designation of an entity as a public enterprise and the revocation is effective on the date specified in the notice.


  1. Constitution of public enterprise must be consistent with this Act

The constitution of a public enterprise must be consistent with this Act and regulations made under this Act and shall be void to the extent of any inconsistency.


  1. Meaning of Government control

For the purposes of this Act, unless the context otherwise requires, an entity is controlled by the Government:

(a) in the case of a corporation, if the Republic:

(b) in the case of an entity created by an Act, if the Republic:
  1. Republic not bound by public enterprises act or transaction

Division 2–Shares, securities and personal property


  1. Republic may acquire shares and securities issued by public enterprise
  2. Restrictions on dealing with public enterprise shares
  3. Restrictions on charge over personal property

Division 3––Capacity, powers and restrictions on activities

  1. Powers of public enterprise
  2. Responsible Minister must approve certain activities

Division 4 ––Subsidiaries


  1. Restrictions on subsidiaries of public enterprise
  2. Subsidiary must provide information

The subsidiary of a public enterprise must provide the public enterprise with:

(a) all information and documents that are necessary or expedient for compliance by the public enterprise with its obligations under this Act in relation to the subsidiary; and

(b) any other information that the public enterprise requests in writing.

PART 4 – PRINCIPLE OF PRUDENT AND EFFICIENT MANAGEMENT

Division 1 – Primary objective

  1. State-owned enterprise – primary objective
  2. Government controlled enterprise: primary objective

The primary objective of a Government controlled enterprise is to operate in an efficient and effective manner, achieving the objectives contained in, and acting in accordance with its establishing Act or constitution.


  1. Public enterprise must give effect to statement of corporate intent

Each public enterprise, and each of its subsidiaries if it has any, must strive:

(a) to give effect to its statement of corporate intent; and

(b) not to do anything that is inconsistent with its statement of corporate intent.

Division 2 – Community service obligation

  1. State-owned enterprise may undertake community service obligations
  2. Requirements for community service obligation agreement

PART 5 – PRINCIPLE OF MEASURABLE PERFORMANCE

Division 1 – Statement of corporate intent

  1. Public enterprise must have statement of corporate intent
  2. Content of statement of corporate intent

Division 2—Approval of statement of corporate intent


  1. State-owned enterprise: approval of statement
  2. State-owned enterprise: amendment of statement
  3. Government controlled enterprise: approval and amendment of statement

Division 3––Business plan

  1. Public enterprise must have business plan
  2. Content of business plan

Division 4 – Approval of business plan


  1. State-owned enterprise: approval of business plan
  2. State-owned enterprise: amendment of business plan
  3. Government controlled enterprise: approval and amendment of business plan

PART 6 – PRINCIPLE OF RESPONSIBLE MANAGEMENT

Division 1 – Appointment of Board

  1. Board of directors
  2. Eligibility for appointment

The following persons are not eligible for appointment to the board of a public enterprise:

(a) a person who is under 18 years of age;

(b) a person who is not a natural person;

(c) a person who is an undischarged bankrupt in any jurisdiction;

(d) a person who has been convicted in any jurisdiction of an offence of dishonesty and sentenced to imprisonment for not less than 12 months;

(e) a person who is prohibited under a statute or by order of court from being a director or promoter of, or being concerned or taking part in the management of, a corporation;

(f) a person who is a mentally disordered person under section 4 of the Mentally-disordered Persons Act 1963;

(g) a Minister in Government, a Member of Parliament or any other elected public official;

(h) a public service employee in the department of the public service with policy or operational responsibility for the principal business of the public enterprise; or

(i) a public service employee if his or her appointment would result in more than 2 directors, or more than half of total directors appointed at any time, of the public enterprise who are public service employees.
  1. Chair and deputy chair

The Responsible Minister must appoint a member of the board to be the chairperson of the board.


  1. Term of office
  2. When director ceases to hold office
  3. Resignation and removal
  4. Resignation of candidate for election to Parliament
  5. Responsible Minister must table notice of change in directors
  6. Defect or irregularity in appointment

Anything done by or in relation to a person purporting to act under an appointment to the board of directors of a public enterprise is not invalid merely because:

(a) the occasion for the appointment had not arisen;

(b) there was a defect or irregularity in connection with the appointment;

(c) the appointment had ceased to have effect; or

(d) the occasion to act had not arisen or had ceased.
  1. Remuneration

Division 2 – Directors’ conduct

  1. Honesty and good faith

A director of a public enterprise, in discharging or exercising functions, duties and powers as a director, must:

(a) act honestly in the best interests of the public enterprise;

(b) act in good faith and for a proper purpose;

(c) act with reasonable care and diligence;

(d) ensure that he or she has sufficient information and advice to make conscientious and informed decisions; and

(e) comply with the code of conduct of the public enterprise.
  1. Ensuring that primary objective achieved

A director of a public enterprise must take all reasonable steps to ensure that the public enterprise achieves its primary objective.


  1. Due compliance

A director of a public enterprise must take all reasonable steps to ensure that the public enterprise complies with:

(a) the applicable law; and

(b) its constitution or establishing Act.
  1. Avoiding insolvency
  2. Improper use of position as director or employee
  3. Breach of confidentiality
  4. Disclosure of interest
  5. When interest of related party counts as director’s interest
  6. Register of interests

A public enterprise must maintain a register that records all disclosures of interests made by a director or employee of the public enterprise under section 53 or 58.


  1. Code of conduct
  2. Content of code of conduct

A code of conduct for a public enterprise must provide at least for the following matters:

(a) the standards of conduct for directors and employees;

(b) the active promotion of ethical behaviour and facilitating reporting of unlawful or unethical behaviour;

(c) the circumstances in which directors and employees may accept gifts and other benefits, including reporting and recording those gifts and benefits;

(d) the use by directors and employees of the resources of the public enterprise, including phones, vehicles, and other property;

(e) regulation of business travel, including its cross-over with personal travel;

(f) regulation of conflicts of interest, including procedures for identification, reporting, and resolving a conflict of interest;

(g) managing breaches of the code, including monitoring compliance and reporting breaches;

(h) the use and disclosure of information by directors and employees;

(i) reducing or eliminating improper influence on directors and employees in their position as a director or employee of the public enterprise; and

(j) trading in and holding shares, securities, or other financial instruments by directors and employees.
  1. Conduct of employees
  2. Public enterprise must be good employer

A public enterprise must take all reasonable steps to be a good employer and to promote gender equality through its employment policies and practices.


  1. Conduct in relation to subsidiaries

Sections 47 to 59 apply with any necessary modifications to the subsidiary of a public enterprise as if references in those sections to a public enterprise were references to its subsidiary.

Division 3 – Management

  1. Board meetings
  2. Procedure at board meetings
  3. Resolution in lieu of meeting

(i) agreed that it may from time to time pass a resolution without a meeting; and

(ii) determined the method for a director to assent to the resolution; and

(b) notice of the resolution, including its terms, has been given to each director or reasonable efforts have been made to give that notice.

(2) A resolution in lieu of a meeting is passed when the last director has assented to the resolution.


  1. Chief executive officer
  2. Delegations
  3. Restrictions on indemnity for directors and executive officers

A public enterprise must not:

(a) exempt a director or an executive officer of the public enterprise from a liability owed to it by the director or executive officer in that capacity;

(b) indemnify a director or an executive officer of the public enterprise or of its subsidiary in respect of a liability owed to the public enterprise or the subsidiary by the director or executive officer in that capacity; or

(c) except as permitted by section 67, indemnify a director or an executive officer of the public enterprise or its subsidiary in respect of a liability owed to a person other than the public enterprise or the subsidiary.
  1. Restrictions on indemnity by subsidiary

A subsidiary of a public enterprise must not:

(a) exempt a director or an executive officer of the subsidiary from a liability owed to the subsidiary by the director or executive officer in that capacity;

(b) indemnify a director or an executive officer of the subsidiary in respect of a liability owed by the director or executive officer in that capacity to:

(c) indemnify a director or an executive officer of the public enterprise or of another subsidiary of the public enterprise in respect of a liability owed by the director or executive officer in that capacity to:

(d) except as permitted by section 67, indemnify a director or an executive officer of the subsidiary in respect of a liability owed to a person other than the public enterprise or a subsidiary of the public enterprise.
  1. Permitted indemnity of liability owed to third person

(1) A public enterprise or the subsidiary of a public enterprise may indemnify a director or executive officer of the public enterprise or the subsidiary in respect of a liability owed by the director or executive officer to a person other than the public enterprise or the subsidiary if:

(a) the Responsible Minister with the approval of the Cabinet has given his or her prior written approval;

(b) the liability arose out of an act or omission of the director or executive officer in that capacity; and

(c) the act or omission was done in good faith and with due care.

(2) The Indemnity given under this section shall be reported in the annual report of the public enterprise.

PART 7 – PRINCIPLE OF TRANSPARENT PERFORMANCE

Division 1 – Financial transparency

  1. Financial records
  2. Financial statements
  3. Financial statements must be audited

The board of a public enterprise must ensure that the financial statements for the group consisting of the public enterprise and its subsidiaries are audited.


  1. Audit of financial statements

Division 2 – Operational transparency

  1. Annual report
  2. Content of annual report
  3. Responsible Minister must table annual report in Parliament

The Responsible Minister must table the annual report of a public enterprise in Parliament within 15 sitting days after receiving it.

  1. Publication of summary of annual report
  2. Half-yearly report

PART 8 – PRINCIPLE OF MONITORED PERFORMANCE

Division 1 – Oversight by Ministers

  1. Role of Responsible and Accountable Ministers
  2. Resolutions of wholly owned public enterprise are effected by Responsible and Accountable Ministers
  3. Responsible Minister may require disclosure by public enterprise

Division 2 – Public enterprise monitoring unit

  1. Public enterprise monitoring unit must be established

There must be established a public enterprise monitoring unit with the functions set out under section 82.


  1. Functions of public enterprise monitoring unit
  2. Public enterprise monitoring unit may require disclosure
  3. Public enterprise monitoring unit must report on each public enterprise

PART 9 – MISCELLANEOUS


  1. Regulations

The Minister responsible for the administration of this Act may, by notice in the Gazette setting out the regulations, make regulations for all or any of the following purposes:

(a) prescribing the methodology for the calculation of the weighted average cost of capital, and the regulations may:

(b) prescribing the weighted average cost of capital as a percentage;

(c) prescribing additional activities that require the prior approval of the Responsible Minister under section 19;

(d) prescribing additional matters that must be contained in the statement of corporate intent, or dis-applying one or more matters set out in section 28;

(e) prescribing the percentage of share ownership or control for the purposes of paragraph (e) of the definition of related party in section 54(2);

(f) providing for any other matters that are contemplated by, necessary for, or incidental to, giving full effect to this Act and its proper administration.
  1. Transitional provisions
  2. Transitional regulations

The Minister responsible for the administration of this Act may, by notice in the Gazette setting out the regulations, make regulations:


(a) providing transitional provisions relating to public enterprises, which may be in addition to, or in place of, or which may amend, the provisions of section 86;

(b) to facilitate the bringing into force of any regulations under this Act;

(c) providing that subject to such conditions as are specified in the regulations, during a specified transitional period, specified provisions of this Act (including definitions) do not apply; or

(d) providing for any other matters necessary for facilitating or ensuring an orderly transition from any enactments replaced or amended by this Act to the provisions of this Act.
  1. Consequential amendments

The Acts listed in Schedule 2 are amended as set out in that schedule.


SCHEDULE 1

Sections 3(1) and 4(2)

DEEMED PUBLIC ENTERPRISES

  1. State-owned enterprises

The following entities are State-owned enterprises for the purposes of this Act:


(a) Cenpac Corporation
(b) Eigigu Holdings Corporation
(c) Naoero Postal Services Corporation
(d) Nauru Air Corporation
(e) Nauru Ports Authority
(f) Nauru Rehabilitation Corporation
(g) Nauru (RPC) Corporation
(h) Nauru Utilities Corporation
(i) RONPHOS
  1. Government controlled enterprises

The following entities are Government controlled enterprises for the purposes of this Act:


(a) Nauru Fibre Cable Corporation
(b) Nauru Fisheries and Marine Resources Authority
(c) Nauru Tourism Corporation

SCHEDULE 2

Section 87

Consequential amendments

  1. Cenpac Corporation Act 2018

The Cenpac Corporation Act 2018 is amended:


(a) in section 3, by deleting the definition of ‘Minister’ and substituting:

‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;


(b) by deleting section 7 and substituting:

7 Board of directors

“(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

“(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(c) by deleting sections 8 to 14;

(d) by deleting sections 15, 17 and 18;

(e) by deleting section 19;

(f) in section 21(2), deleting “Cabinet” and substituting “Minister”; and

(g) by deleting sections 23 and 24.
  1. Naoero Postal Services Corporation Act 2018

The Naoero Postal Services Corporation Act 2018 is amended:


(a) in section 3, by deleting the definition of “Minister” and substituting:

‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;”;


(b) in section 4(1), by deleting “in consultation with the Minister”;

(c) by deleting section 7 and substituting:

7 Board of directors


“(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

“(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(d) by deleting sections 8 and 9;

(e) in section 10, by deleting subsections (1) to (6);

(f) by deleting sections 11 to 14;

(g) by deleting Parts 3 and 4; and

(h) by deleting sections 43 and 44.
  1. Nauru Air Corporation Act 1995

The Nauru Air Corporation Act 1995 is amended by:


(a) deleting section 3;

(b) in section 4 in the definition of “Accounts”, deleting “balance sheet and profit and loss account” and substituting “financial statements as required by the Public Enterprises Act 2019”;

(c) deleting the definition of “Board” and substituting the following definition:

‘Board’ means the board of directors referred to in section 7;”


(d) deleting the following definitions: “Chairman”, “Member” and “Vice-Chairman”;
(e) deleting the definitions of “Chief Executive Officer” and “Minister” and substituting the following definitions:

‘Chief Executive Officer’ means the chief executive officer appointed under the Public Enterprises Act 2019;”


“‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;”;


(f) deleting section 7 and substituting:

7 Board of directors


(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(g) deleting sections 8 to 18;

(h) deleting sections 22 and 23;

(i) in section 25(1), deleting “the Board” and inserting “the Chief Executive Officer after consultation with the Board”;

(j) in section 26(2), deleting “Board” and inserting “Chief Executive Officer”;

(k) deleting sections 29, 30 and 33 to 39; and

(l) deleting Schedules 1 and 2.
  1. Nauru Fibre Cable Corporation Act 2017

The Nauru Fibre Cable Corporation Act 2017 is amended:


(a) in section 4 by:

“‘Board’ means the board of directors referred to in section 7;”


(b) in the definition of “Chief Executive Officer”, deleting “in section 6(1)” and substituting “in accordance with the Public Enterprises Act 2019”;

(c) deleting the definition of “Minister” and substituting the following definition:

“‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;”


(d) deleting section 6;

(e) deleting section 7 and substituting:

7 Board of directors


(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(f) deleting sections 8 to 12;

(g) deleting section 17;

(h) in section 18, deleting “Cabinet” and substituting “the Minister”;

(i) deleting sections 19 to 21;

(j) deleting section 24; and

(k) deleting sections 26 to 30.
  1. Nauru Fisheries and Marine Resources Authority Act 1997

The Nauru Fisheries and Marine Resources Authority Act 1997 is amended:

(a) in section 2 by:

Board’ means the board of directors referred to in section 6;”


“‘Chief Executive Officer’ means the chief executive officer of the Authority appointed in accordance with the Public Enterprises Act 2019;”


(ii) inserting the following definition in the appropriate alphabetical order:

“Minister” means the Minister appointed as the Responsible Minister for the Authority under the Public Enterprises Act 2019;”


(iii) deleting the definitions of “annual accounts”, “chairman”, “Chief Executive Officer”, “Director” and “Vice-Chairman”;

(b) deleting section 6 and substituting the following section:

6 Board of directors


(1) The Authority must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Authority must be managed by, or under the direction or supervision of, the board.”

(c) deleting sections 7 to 14A;

(d) in section 16(2), deleting “with the approval of the Minister”;

(e) in section 18:

“(2) The Authority must not grant a security over any of its assets, or acquire any asset subject to a security, unless it has been disclosed in the business plan adopted by the board in accordance with the Public Enterprises Act 2019.”;


(f) in section 21:

(g) deleting section 22(1)(a);

(h) deleting sections 24 to 26; and

(i) deleting sections 27 and 28.
  1. Nauru (RPC) Corporation Act 2017

The Nauru (RPC) Corporation Act 2017 is amended by:


(a) in section 5, deleting the definitions of “Board”, “Chief Executive Officer”, “Minister”, and “Secretary” and substituting the following definitions:

‘Board’ means the board of directors referred to in section 10;”


“‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;”


(b) in section 6(1), deleting “in consultation with the Minister”;

(c) in section 9, deleting subsection (2):

(d) deleting section 10 and substituting the following section:

10 Board of directors


(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;


(e) deleting section 11;

(f) in section 12, deleting subsections (1) to (6);

(g) deleting sections 13 to 18;

(h) deleting sections 20 and 21;

(i) deleting section 22; and

(j) deleting sections 31 and 32.
  1. Nauru Tourism Corporation Act 2019

The Nauru Tourism Corporation Act 2019 is amended by:


(a) in section 3, deleting the definitions of “Board” and “Minister and substituting the following definitions:

‘Board’ means the board of directors referred to in section 11;”


‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019.”;


(b) in section 10, deleting subsection (2);

(c) deleting section 11 and substituting:

11 Board of directors

(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(d) deleting section 12;

(e) in section 13, deleting subsections (1) to (7);

(f) deleting sections 14 to 18;

(g) deleting sections 19, 21 and 22;

(h) deleting section 23; and

(i) deleting sections 25 and 26.
  1. Nauru Utilities Corporation Act 2011

The Nauru Utilities Corporation Act 2011 is amended by:


(a) in section 4:

“‘CEO’ means the chief executive officer of the Corporation appointed in accordance with the Public Enterprises Act 2019;”


(iii) inserting the following definition in the appropriate alphabetical order:

‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;” and


(iv) deleting the definition of “staff member” and substituting the following definition:

‘staff member’ means a person engaged by the Corporation to assist it in the exercise of its powers and the performance of its functions.”;


(b) deleting sections 6 and 6A;

(c) deleting section 7 and substituting the following section:

7 Board of directors

(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(d) deleting sections 7A to 7F;

(e) deleting sections 15 to 20; and

(f) deleting sections 25A to 25C.
  1. Nauru Rehabilitation Corporation Act 1997

The Nauru Rehabilitation Corporation Act 1997 is amended by:


(a) in section 2, inserting the following definition in its appropriate alphabetical order:

‘Minister’ means the Minister appointed as the Responsible Minister for the Corporation under the Public Enterprises Act 2019;”


(b) in section 4:

(c) in section 5, deleting subsection (3);

(d) deleting section 7 and substituting the following section:

7 Board of directors


(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the board.”;

(e) deleting sections 8 and 9;

(f) deleting sections 11 to 14;

(g) in the First Schedule, deleting clauses 2 to 6; and

(h) deleting the Second Schedule.
  1. Port Authority Act 2015

The Port Authority Act 2015 is amended by:


(a) in section 4:

“‘Minister’ means the Minister appointed as the Responsible Minister for the Authority under the Public Enterprises Act 2019;” and


(ii) deleting the definition of “Secretary for Finance”;

(iii) deleting sections 7 to 8B and substituting the following section:

7 Board of directors


(1) The Authority must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Authority must be managed by, or under the direction or supervision of, the board.”;

(b) in section 12(1), deleting “and to any directions of the Minister”;

(c) in section 13, deleting subsection (1) and substituting:

(d) deleting sections 15 and 15A;

(e) in section 16(4), deleting “Minister” and substituting “Board”;

(f) deleting Part 7 (sections 23 to 29); and

(g) deleting the Schedule.
  1. RONPHOS Act 2005

The RONPHOS Act 2005 is amended:


(a) in section 5 by:

“‘Board’ means the board of directors referred to in section 7;”


‘Chair’ means the chairperson of the Board appointed in accordance with the Public Enterprises Act 2019;”


(ii) deleting the following definitions: “associate”, “Chief Executive Officer”, “director”, “Director of Audit” and “relative”;

(iii) inserting the following definition in the appropriate alphabetical order;

“‘Minister’ means the Minister appointed as the Responsible Minister for the corporation under the Public Enterprises Act 2019;”


(b) deleting section 7 and substituting the following section:

7 Board of directors


(1) The Corporation must have a board of directors appointed and holding office in accordance with the Public Enterprises Act 2019.

(2) The business, operations and affairs of the Corporation must be managed by, or under the direction or supervision of, the Board.”;

(c) deleting section 8;

(d) deleting subsection 9(3) and substituting the following subsection:

“(3) to establish, maintain and operate such other activities that are included in the Corporation’s business plan adopted by the Board in accordance with the Public Enterprises Act 2019.”;


(e) in section 10(1), deleting “, and the limitations prescribed under section 11” and substituting “and the Public Enterprises Act 2019”;

(f) deleting section 11 and substituting the following section:

11 Limitations


“The Corporation shall implement and act in a manner consistent with its business plan adopted by the board in accordance with the Public Enterprises Act 2019.”; and


(g) deleting sections 11A to 26; and

(h) deleting the Second and Third Schedules.


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