South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2021 (Qld)

South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2021

Part 1 Preliminary

1 Short title This regulation may be cited as the South-East Queensland Water (Distribution and Retail Restructuring) Regulation 2021.

2 Main purposes of regulation The main purposes of this regulation are to do the following— (a) provide, in relation to distributor-retailers, boards, officers or employees of distributor-retailers, for particular matters that the Corporations Act provides for corporations; (b) provide for a right to compensation for a contravention of a matter provided for under paragraph (a).

3 Definitions In this regulation— board member, of a distributor-retailer, means a member of the board of the distributor-retailer. compensation order see section 22(1). declaration of contravention see section 20(1). officer, of a distributor-retailer, means— (a) a person who is appointed as an officer of the distributor-retailer; and (b) anyone else who— (i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the distributor-retailer; or (ii) has the capacity to affect significantly the distributor-retailer's financial standing.

4 References to Corporations Act (1) In this regulation, the information included in square brackets after a section heading is a reference to a similar section of the Corporations Act. (2) The brackets and information do not form part of this regulation.

Part 2 Board members and officers

Division 1 General duties

5 Care and diligence—civil obligation only [CA, s 180] (1) A board member or an officer of a distributor-retailer must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they— (a) were a board member or an officer of a distributor-retailer in the distributor-retailer's circumstances; and (b) occupied the office held by, and had the same responsibilities within the distributor-retailer as, the board member or officer. (2) In deciding the degree of care and diligence required under subsection (1), regard must be had to— (a) the distributor-retailer's geographic area functions; and (b) the distributor-retailer's other functions under the Act; and (c) the distributor-retailer's other functions under another Act including, for example, the Financial Accountability Act 2009, Statutory Bodies Financial Arrangements Act 1982, Water Act and Water Supply Act; and (d) any requirement under the distributor-retailer's participation agreement; and (e) any relevant local government direction given to the distributor-retailer. (3) A board member or an officer of a distributor-retailer who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they— (a) make the judgment in good faith for a proper purpose, taking into account any relevant matters mentioned in subsection (2); and (b) do not have a material personal interest in the subject matter of the judgment; and (c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and (d) rationally believe the judgment is in the distributor-retailer's best interests. (4) For subsection (3)(d), the board member's or the officer's belief that the judgment is in the distributor-retailer's best interests is a rational one unless the belief is one that no reasonable person in their position would hold. (5) In this section— business judgment means any decision to take or not take action about a matter relevant to the business operations of the distributor-retailer. functions includes powers.