Trade and Investment Queensland Act 2013 An Act to establish Trade and Investment Queensland and to amend the Industrial Relations Regulation 2011 for related purposes Part 1 Preliminary 1 Short title This Act may be cited as the Trade and Investment Queensland Act 2013. 2 Commencement The following provisions commence on a day to be fixed by proclamation— (a) parts 3 and 7; (b) schedule 1, definitions asset, employee, employee register, register, Trade Office, transfer, transferable asset, transferable assets and liabilities, transferable employee, transferable instrument, transferable liability, transferable proceeding and transfer day. 3 Object and achieving object (1) The object of this Act is to achieve economic and social benefits for Queensland by facilitating, supporting and encouraging trade, investment and other commercial opportunities for Queensland, including between Queensland and foreign countries. (2) The object is to be primarily achieved by establishing Trade and Investment Queensland. 4 Extraterritorial application of Act (1) This Act applies both within and outside Queensland. (2) This Act applies outside Queensland to the full extent of the extraterritorial legislative power of the Parliament. 5 Dictionary The dictionary in schedule 1 defines particular words used in this Act. 6 References to functions In this Act— (a) a reference to a function includes a reference to a power; and (b) a reference to performing a function includes a reference to exercising a power. Part 2 Trade and Investment Queensland Division 1 Establishment, functions and powers 7 Establishment and status (1) Trade and Investment Queensland (TIQ) is established. (2) TIQ— (a) is a body corporate; and (b) has a seal; and (c) may sue and be sued in its corporate name. 8 TIQ represents the State (1) TIQ represents the State. (2) Without limiting subsection (1), TIQ has the status, privileges and immunities of the State. 9 Application of other Acts (1) TIQ is a statutory body under— (a) the Financial Accountability Act 2009; and (b) the Statutory Bodies Financial Arrangements Act 1982 (the SBFA Act). (2) The SBFA Act, part 2B sets out the way in which TIQ's powers under this Act are affected by the SBFA Act. 10 Functions (1) TIQ has the following functions— (a) to facilitate, encourage, promote, identify, attract and develop trade and investment opportunities; (b) to assist, directly or indirectly, entities in relation to trade and investment opportunities; (c) to promote, or participate in or coordinate projects to promote trade and investment opportunities; (d) to obtain, and make available to entities, information relating to existing or future trade and investment opportunities; (e) to conduct research into, and analysis of, trade and investment opportunities; (f) to work collaboratively with public sector units and other entities in relation to increasing trade and investment opportunities; (g) to develop and administer schemes in relation to export markets and foreign direct investment; (h) to facilitate access by persons to Commonwealth and State entities if that access is likely to enhance trade and investment opportunities; (i) to undertake trade missions for purposes in relation to TIQ's functions; (j) to establish and administer offices in foreign countries for purposes in relation to TIQ's functions; (k) to act outside Australia as agent for the State if requested by the Minister; (l) to advise the Minister about the functions mentioned in paragraphs (a) to (k); (m) to provide policy advice to the Minister in relation to trade and investment opportunities; (n) anything else likely to complement or enhance a function mentioned under this section; (o) to perform functions of the type to which paragraph (n) applies and given to TIQ in writing by the Minister; (p) any other function given to it under an Act. (2) In this section— trade and investment opportunities means trade, investment and other commercial opportunities in Queensland and between Queensland and other States or foreign countries. 11 Powers TIQ has all the powers of an individual and may, for example— (a) enter into contracts or agreements; and (b) acquire, hold, deal with, and dispose of, property; and (c) appoint agents and attorneys; and (d) engage consultants and researchers; and (e) charge a fee for services and other facilities it supplies; and (f) do anything else necessary or convenient to be done in performing its functions. 12 Extraterritoriality TIQ may perform its functions inside and outside Queensland, including outside Australia. 13 Ministerial directions (1) The Minister may give TIQ a written direction in relation to TIQ and its subsidiaries. (2) TIQ must comply with the direction. (3) The board must ensure the direction is complied with in relation to TIQ and must, as far as practicable, ensure it is complied with in relation to its subsidiaries. (4) In this section— subsidiary, of TIQ, means a body corporate that is a subsidiary of TIQ under the Corporations Act, part 1.2, division 6. 14 Delegations (1) TIQ may delegate any of its functions under this Act or another Act to— (a) a member; or (b) the chief executive officer; or (c) an appropriately qualified person, including an employee of TIQ or of a department. (2) A person delegated a function under subsection (1) may subdelegate the function to an appropriately qualified person. (3) In this section— appropriately qualified includes having qualifications, experience or standing appropriate for the function. Example of standing— a person's seniority level in an entity 15 Authentication of documents (1) A document made by TIQ, other than a document required to be sealed, is sufficiently made if it is signed by the chief executive officer, the chairperson of the board or another person authorised by the board. Example of a document— an instrument under section 14 delegating a function of TIQ (2) A document made by TIQ that is required to be sealed is sufficiently made if it is sealed in the way authorised by the board and signed by the chief executive officer, the chairperson of the board or another person authorised by the board. Division 2 Board Subdivision 1 Establishment, membership and related matters 16 Establishment (1) A board is established as the governing body of TIQ. (2) The board consists of at least 4, but not more than 7, members appointed by the Governor in Council. (3) The board must include the chief executive, or a senior executive nominated by the chief executive, of both of the following departments— (a) the department responsible for administering this Act; (b) the department responsible for administering the State Development and Public Works Organisation Act 1971. (4) In deciding whether to appoint a person as a member, the Governor in Council must have regard to the person's ability to contribute to the performance of TIQ's functions. (5) The members, other than the members mentioned in subsection (3) (each a departmental representative), are appointed under this Act and not the Public Sector Act 2022. 17 Role of board (1) The board is responsible for the way TIQ performs its functions. (2) The board's role includes ensuring TIQ performs its functions in a proper, effective and efficient way. 18 Conditions of appointment (1) A member, other than a departmental representative, is to be paid the remuneration and allowances decided by the Governor in Council. (2) For matters not provided for by this Act, a member holds office on the terms and conditions decided by the Governor in Council. 19 Term of appointment (1) A member, other than a departmental representative, holds office for the term, not more than 5 years, stated in the member's instrument of appointment. (2) However, the term ends if the member becomes disqualified under section 22 from continuing as a member. (3) If otherwise qualified, a member is eligible for reappointment. 20 Chairperson (1) The Governor in Council must appoint a member as the chairperson of the board. (2) A person may be appointed as the chairperson at the same time as the person is appointed as a member. (3) The chairperson, other than a person who is a departmental representative, holds office for the term, ending not later than the person's term of appointment as a member, stated in the person's appointment as chairperson. (4) A vacancy occurs in the office of chairperson if the person holding office— (a) resigns from office by giving notice of the resignation to the Minister; or (b) stops being a member. (5) However, a person resigning the office of chairperson may continue to be a member. 21 Deputy chairperson (1) The Governor in Council may appoint a member, other than the chairperson, as the deputy chairperson of the board. (2) A person may be appointed as the deputy chairperson at the same time as the person is appointed as a member. (3) The deputy chairperson, other than a person who is a departmental representative, holds office for the term, ending not later than the person's term of appointment as a member, stated in the person's appointment as chairperson. (4) A vacancy occurs in the office of deputy chairperson if the person holding office— (a) resigns from office by giving notice of the resignation to the Minister; or (b) stops being a member. (5) However, a person resigning the office of deputy chairperson may continue to be a member. (6) The deputy chairperson is to act as chairperson— (a) during a vacancy in the office of chairperson; and (b) during all periods when the chairperson is absent from duty or, for another reason, can not perform the functions of the office. 22 Disqualification from membership (1) A person, other than a person who is a departmental representative, is disqualified from becoming, or continuing as, a member if the person— (a) is an insolvent under administration; or (b) has a conviction, other than a spent conviction, for an indictable offence. (2) In this section— indictable offence includes an indictable offence dealt with summarily, whether or not the Criminal Code, section 659 applies to the indictable offence. 23 Vacation of office (1) The office of a member, other than a member who is a departmental representative, becomes vacant if— (a) the member completes the member's term of office and is not reappointed; or (b) the member resigns from office by signed notice of resignation given to the Minister; or (c) the member becomes disqualified under section 22 from continuing as a member; or (d) the member is absent, without the board's permission and without reasonable excuse, from 3 consecutive board meetings; or (e) the member's appointment is ended by the Governor in Council under subsection (2). (2) The Governor in Council may, at any time, end the appointment for any reason or none. 24 Committees (1) The board may establish committees to assist it in performing its functions. (2) The board may decide the membership and functions of a committee it establishes. Subdivision 2 Business 25 Conduct of business Subject to this subdivision, the board may conduct its business, including its board meetings, in the way it considers appropriate. 26 Time and place of meetings (1) Board meetings are to be held at the times and places the board decides. (2) The board must meet at least once every 4 months. (3) The chairperson may, at any time, call a board meeting. (4) The chairperson must call a board meeting if asked, in writing, to do so by at least 2 members. 27 Quorum A quorum for the board is— (a) if the board has 4 members—2 members, provided neither of those members is a departmental representative; or (b) if the board has more than 4 members—3 members, provided at least 2 of those members are not departmental representatives. 28 Presiding at meetings (1) The chairperson of the board is to preside at all board meetings at which the chairperson is present. (2) If the chairperson is absent from a board meeting and the deputy chairperson is present, the deputy chairperson is to preside. (3) If the chairperson and deputy chairperson are both absent from a board meeting (including because of a vacancy in the office), a member chosen by the members present is to preside at the meeting. 29 Conduct of meetings (1) A question at a board meeting is decided by a majority of the votes of the members present. (2) Each member present at the meeting has a vote on each question to be decided and, if the votes are equal, the member presiding also has a casting vote. (3) A member present at the meeting who abstains from voting is taken to have voted for the negative. (4) The board may hold meetings, or allow members to take part in its meetings, by using any technology that reasonably allows members to hear and take part in discussions as they happen. Examples of use of technology— teleconferencing, videoconferencing (5) A member who takes part in a meeting under subsection (4) is taken to be present at the meeting. (6) A resolution is validly made by the board, even if it is not passed at a board meeting, if— (a) notice of the resolution is given under procedures approved by the board; and (b) a majority of the members give written agreement to the resolution. 30 Minutes (1) The board must keep minutes of its board meetings. (2) The board must keep a record of any resolutions made under section 29(6). Subdivision 3 Duty of members 31 Disclosure of interests (1) This section applies to a member if— (a) the member has a direct or indirect financial or personal interest in a matter being considered, or about to be considered, by the board; and (b) the interest could conflict with the proper performance of the member's duties about the consideration of the matter. (2) As soon as practicable after the relevant facts come to the member's knowledge, the member must disclose the nature of the interest to a board meeting. (3) The disclosure must be recorded in the board's minutes. (4) Unless the board otherwise directs, the member must not— (a) be present when the board considers the matter; or (b) take part in a decision of the board on the matter. (5) The member must not be present when the board is considering whether to give a direction under subsection (4). (6) Another member who also has a direct or indirect financial or personal interest in the matter must not— (a) be present when the board is considering whether to give a direction under subsection (4); or (b) take part in making the decision about giving the direction. (7) If— (a) because of this section, a member is not present at a board meeting for considering or deciding a matter, or for considering or deciding whether to give a direction under subsection (4); and (b) there would be a quorum if the member were present; the remaining members present are a quorum of the board for considering or deciding the matter, or for considering or deciding whether to give the direction, at the meeting. (8) If there are no members who may remain present for considering or deciding a matter, the Minister may, by signing consent to a proposed resolution, consider and decide the matter. Division 3 Chief executive officer 32 Appointment (1) TIQ must have a chief executive officer (the CEO). (2) The CEO is to be appointed by the board with the prior written approval of the Minister. (3) The CEO is to be employed under this Act and not the Public Sector Act 2022. 33 Term of appointment (1) Subject to this section, the CEO holds office for the term, not more than 5 years, stated in his or her contract of employment. (2) If otherwise qualified, the CEO is eligible for reappointment. (3) The board may, at any time, end the appointment for any reason or none. (4) The ending of the appointment under subsection (3) does not affect any rights to compensation to which the CEO is entitled under the contract of employment. (5) The CEO may resign by giving a signed notice of resignation to the board at least the required period before the notice is to take effect. (6) The CEO's appointment ends if he or she stops being qualified to be the CEO. (7) In this section— required period means the period stated in the CEO's contract of employment or otherwise agreed with the board. 34 Conditions of appointment For matters not provided for under this Act or stated in the contract of employment, the CEO holds office on the terms of appointment decided by the board. 35 CEO's responsibilities The CEO is responsible for ensuring the efficient and effective administration and operation of TIQ in accordance with the board's priorities. Division 4 Reporting 36 Half-year reports (1) The board must give the Minister a report on TIQ's operations for each half-year in a financial year (a half-year report). (2) A half-year report must be given to the Minister— (a) within 4 weeks after the end of the half-year; or (b) if another period after the end of the half-year is agreed between the board and the Minister—within the agreed period. (3) In this section— half-year, in a financial year, means the following periods in the year— (a) 1 July to 31 December; (b) 1 January to 30 June. 37 Board to keep Minister informed The board must keep the Minister reasonably informed of TIQ's operations, financial performance and financial position and its achievement of the objectives in its strategic and operational plans. 38 Reporting to department (1) The Minister may act under this section for the purpose of monitoring, assessing or reporting on TIQ's performance of its functions. (2) The Minister may require TIQ or the board to report to the department by, for example, giving stated information at stated times to the chief executive. (3) TIQ or the board must comply with the requirement. 39 Other reporting requirements Sections 37 and 38 do not limit the matters of which the board is required to keep the Minister informed, or limit the reports or information that the board is required, or may be required, to give under another Act. Part 3 Transfer of Trade Office's business to TIQ Division 1 Preliminary 40 Definitions for pt 3 In this part— employee register see section 45. register see section 41. Trade Office means the office, in the department, known as Trade Investment Queensland. transferable asset means an asset of the State that is— (a) controlled by the Trade Office immediately before the transfer day; and (b) stated in the register as an asset to be transferred to TIQ. transferable employee see section 46. transferable instrument means an instrument— (a) relating to the Trade Office and to which the State is a party; and (b) stated in the register as an instrument to be transferred to TIQ. transferable liability means a liability of the State that is— (a) controlled by the Trade Office immediately before the transfer day; and (b) stated in the register as a liability to be transferred to TIQ. transferable proceeding means a proceeding relating to the Trade Office that— (a) could have been continued or started by or against the State before the transfer day; and (b) is stated in the register as a proceeding to be transferred to TIQ. transfer day means the day on which the section in which the term is used commences. Division 2 Transferable assets and liabilities etc. 41 What is the register (1) The register is a register of assets, liabilities, instruments and proceedings that is prepared for TIQ and approved by the chief executive. (2) The chief executive may approve the register for the purpose of subsection (1). (3) At any time within 1 year after the transfer day, the chief executive may change the register to correct an omission or error as at the day immediately before the transfer day. 42 Transfer of transferable assets and liabilities etc. On the transfer day— (a) the State is divested of all transferable assets and liabilities and the transferable assets and liabilities become the assets and liabilities of TIQ; and (b) any transferable instrument is taken to be an instrument to which TIQ is a party and may be enforced by or against TIQ; and (c) transferable proceedings may be continued or started by or against TIQ. 43 Transfer of shares On the transfer day, the shares in Queensland Trade and Investment Office Pty Ltd (ACN 073 810 867) are transferred to TIQ. 44 Application of transferable instruments (1) A transferable instrument applies to TIQ in place of the State. (2) Without limiting subsection (1)— (a) any right, title, interest or liability of the State arising under or relating to the transferable instrument is taken to be transferred from the State to TIQ; and (b) if the transferable instrument, including a benefit or right provided by the instrument, is given to, by or in favour of the State, the instrument is taken to have been given to, by or in favour of TIQ; and (c) TIQ is taken to be a party to the transferable instrument in place of the State; and (d) a reference in the transferable instrument to the State is, to the extent possible and if the context permits, taken to be a reference to TIQ; and (e) if an application was made for the transferable instrument in the name of the State, the application is taken to have been made in the name of TIQ; and (f) if the transferable instrument is an instrument under which an amount is or may become payable to or by the State, the instrument is taken to be an instrument under which the amount is or may become payable to or by TIQ, in the way the amount was or might have been payable to or by the State; and (g) if the transferable instrument is an instrument under which property, other than money, is or may become liable to be transferred, conveyed or assigned to or by the State, the instrument is taken to be an instrument under which the property is or may become liable to be transferred, conveyed or assigned to or by TIQ, in the way it was or might have been liable to be transferred, conveyed or assigned to or by the State. Division 3 Employees 45 What is the employee register (1) The employee register is a register of employees of the department that is prepared for TIQ and approved by the chief executive. (2) The chief executive may approve the employee register for the purpose of subsection (1). (3) At any time within 1 year after the transfer day, the chief executive may change the employee register to correct an omission or error. 46 Who is a transferable employee A transferable employee is a person— (a) who, immediately before the transfer day, was an employee of the department; and (b) whose name is stated in the employee register as an employee to be transferred to TIQ. 47 Transfer of transferable employees (1) On the transfer day— (a) a transferable employee becomes an employee of TIQ; and (b) a transferable employee ceases to be a public service employee; and (c) the records of the department, to the extent they relate to the employment of transferable employees, become records of TIQ. (2) However, if an employee of the department becomes a transferable employee because of a register correction, subsection (1) applies to the employee as if the reference in the subsection to the transfer day were a reference to the day after the register correction happens. (3) Also, if a person ceases to be a transferable employee because of a register correction, the person is taken never to have been— (a) a transferable employee; or (b) transferred to TIQ. (4) In this section— register correction means a change to the employee register under section 45(3) to correct an omission or error. 48 Preservation of rights of transferable employees The transfer of a transferable employee to TIQ does not— (a) affect the employee's total remuneration; or (b) prejudice the employee's existing or accruing rights to superannuation or annual, sick or long service leave; or (c) interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or (d) constitute a retrenchment, redundancy or termination of the employee's employment by the State; or (e) entitle the employee to a payment or other benefit because he or she is no longer employed by the State; or (f) require the State to make any payment in relation to the employee's accrued rights to annual, sick or long service leave irrespective of any arrangement between the State and the employee. Division 4 Miscellaneous 49 TIQ successor in law TIQ is the successor in law of the State to the extent of the transfer to TIQ. 50 Registering authority to register or record transfer or other dealing (1) A registering authority must, on written application by TIQ, register or record in the appropriate way the transfer of, or another dealing affecting, an asset, liability or instrument under the Act to TIQ. (2) TIQ must comply with any relevant procedures required by the registering authority for the purpose of registering or recording the transfer. Example— The registering authority may require TIQ to complete and submit a particular form. (3) In this section— registering authority means the registrar of titles or another entity required or authorised by law to register or record transactions affecting assets, liabilities or instruments. 51 Effect on legal relationships (1) Nothing done under this part— (a) makes a relevant entity liable for a civil wrong or contravention of a law, including for a breach of a contract, confidence or duty; or (b) makes a relevant entity in breach of any instrument, including an instrument prohibiting, restricting or regulating the assignment, novation or transfer of a right or liability or the disclosure of information; or (c) is taken to fulfil a condition that— (i) terminates, or allows a person to terminate, an instrument or obligation; or (ii) modifies, or allows a person to modify, the operation or effect of an instrument or obligation; or (iii) allows a person to avoid or enforce an obligation or liability contained in an instrument or requires a person to perform an obligation contained in an instrument; or (iv) requires any money to be paid before its stated maturity; or (d) releases a surety or other obligee, wholly or partly, from an obligation. (2) If, apart from this subsection, the advice, consent or approval of a person would be necessary to do something under this Act, the advice is taken to have been obtained or the consent or approval is taken to have been given unconditionally. (3) If, apart from this subsection, giving notice to a person would be necessary to do something under this Act, the notice is taken to have been given. (4) A transfer to TIQ has effect despite any other contract, law or instrument. (5) In this section— relevant entity means— (a) the State or an employee or agent of the State; or (b) TIQ, a member or an employee or agent of TIQ. 52 Non-liability for State taxes (1) TIQ is not liable to pay a State tax in relation to— (a) a transfer of a share, transferable asset, transferable liability or transferable instrument, or any other thing done, under this part; or (b) another dealing affecting a share, transferable asset, transferable liability or transferable instrument as part of the transfer under this part. (2) In this section— State tax means a fee, levy or charge imposed under an Act, including a fee or charge under the Land Act 1994 or the Land Title Act 1994. Part 4 Miscellaneous provision 53 Regulation-making power The Governor in Council may make regulations under this Act. Part 5 Transitional provisions for Revenue Amendment and Trade and Investment Queensland Act 2013 54 Appointment of first CEO (1) Subsection (2) applies until the board consists of at least 2 members. (2) Despite section 32(2), the Minister may appoint TIQ's first CEO. (3) If the Minister acts under subsection (2)— (a) until the board consists of at least 2 members— (i) the CEO is responsible for the way TIQ performs its functions; and (ii) the CEO's role includes ensuring TIQ performs its functions in a proper, effective and efficient way; and (b) a term of appointment in the CEO's contract of employment must be that the CEO holds office for a term of no more than 5 years; and (c) subject to subsection (4), this Act applies to the appointee as if he or she had been appointed under section 32. (4) Despite section 34, for matters not provided for under this Act or stated in the contract of employment, the CEO holds office on the terms of appointment decided by the Minister. 55 TIQ's first strategic and operational plans (1) This section applies to TIQ's first strategic and operational plans. (2) Having regard to when TIQ is established, and any other relevant circumstances, the Minister may agree to the first plans being prepared and submitted at a time later than would otherwise apply under the Financial Accountability Act 2009. (3) If the Minister acts under subsection (2) in relation to a plan, the period for which the plan applies is— (a) the remainder of the financial year in which it is submitted; and (b) if TIQ and the Minister agree the plan is also to apply for the following financial year, for that financial year. 56 Effect of regulation amendment The amendment of the Industrial Relations Regulation 2011 by this Act does not affect the power of the Governor in Council to further amend the regulation or to repeal it. 57 [Expired] 58 [Expired] Schedule 1 Dictionary asset includes a right. board means the board of TIQ established under section 16(1). board meeting means meeting of the board. CEO see section 32. chairperson means the chairperson of the board holding office under section 20. departmental representative see section 16(5). employee includes officer. employee register see section 45. information includes a document. instrument means any document, and includes— (a) an oral agreement; and (b) an application; and (c) an accreditation, allocation, approval, certificate, entitlement, exemption, licence, manual, notice, permit, plan and any other authority. member, for a provision about TIQ or its board or if no body is mentioned, means a member of the board. operational plan, of TIQ, means TIQ's operational plan under the Financial Accountability Act 2009. record includes any document. register see section 41. right includes power, privilege and immunity. strategic plan, of TIQ, means TIQ's strategic plan under the Financial Accountability Act 2009. TIQ see section 7. Trade and Investment Queensland means Trade and Investment Queensland established under section 7. Trade Office see section 40. transfer, to TIQ, includes the transfer of a share, asset, liability, instrument, record or employee of the State to TIQ. transferable asset see section 40. transferable assets and liabilities means the transferable assets and transferable liabilities. transferable employee see section 46. transferable instrument see section 40. transferable liability see section 40. transferable proceeding see section 40. transfer day see section 40.