This Act may be cited as the Energy Companies Act 1992.
(2)
Except as provided in subsections (3) to (8) of this section and in section 80(2) of this Act, this Act shall come into force on the 1st day of July 1992.
(3)
Section 67 of this Act shall come into force on the day after the date on which this Act receives the Royal assent.
(4)
Sections 79, 89, 95, and 96 of this Act shall come into force on a date to be appointed for the commencement of those sections by the Governor-General by Order in Council; and one or more Orders in Council may be made bringing different sections into force on different dates.
(5)
In the case of section 79 of this Act, the date appointed under subsection (4) of this section shall be the date appointed by the Governor-General in the Order in Council made under section 76 of this Act.
(6)
In the case of section 89 of this Act, a date may be appointed under subsection (4) of this section only where the Governor-General is satisfied that on the date appointed for the coming into force of that section every local authority the operations of which include an energy undertaking will have transferred the whole of its energy undertaking to 1 or more energy companies.
(7)
In the case of section 95 of this Act, the date appointed under subsection (4) of this section shall be the date appointed by the Governor-General in the Order in Council made under section 47(1) of this Act in respect of the Auckland Electric Power Board constituted under the Auckland Electric Power Board Act 1978.
(8)
In the case of section 96 of this Act, a date may not be appointed under subsection (4) of this section until an Order in Council has been made under section 47(1) of this Act and has come into force in respect of each Board.
In this Act, unless the context otherwise requires,—
Appointed day means the date appointed by the Governor-General in an Order in Council made under section 47(1) of this Act for the vesting of the undertaking of a Board named in the order in that Board's successor company
Approved establishment plan, in relation to an establishing authority, means an establishment plan approved pursuant to section 27 or section 28 of this Act in respect of that authority
Approved person means any person (other than a local authority) who is identified in an approved establishment plan as a person to whom voting equity securities in an energy company should be issued and who is approved by the Minister, by notice in the Gazette, for the purposes of Part 4 of this Act
Board means—
(a)
An Electric Power Board constituted under the Electric Power Boards Act 1925:
(b)
The Auckland Electric Power Board constituted under the Auckland Electric Power Board Act 1978:
(c)
The Rotorua Area Electricity Authority (which was constituted by an Order in Council made on the 9th day of August 1971 and published in the Gazette on the 12th day of August 1971 at page 1586 and which was continued as a body corporate by section 726(3)(b) of the Local Government Act 1974):
Board's successor company, in relation to a Board, means the energy company to which the undertaking of the Board is to be, or has been, transferred in accordance with section 47 of this Act
Constituent local authority, in relation to a Board, means a local authority the whole or any part of whose district is situated within the district of that Board
Debt security has the same meaning as in section 2(1) of the Securities Act 1978
Directorate, in relation to an energy company, means the board of directors of that energy company
Electoral address, in relation to an elector of a local authority, means the address in respect of which that person is registered as an elector of that local authority
Electricity undertaking, in relation to a local authority, means the undertaking of that local authority as it relates to the generation, distribution, and supply of electricity; and includes—
(a)
The sale or supply of equipment or appliances that consume electricity; and
(b)
The sale or supply of services in relation to equipment or appliances that consume electricity; and
(c)
All the assets of the local authority used for or in connection with the electricity undertaking of that local authority, including all land, buildings, works, machinery, apparatus, fittings, appliances, contracts, and every other property, right, or interest, whether real or personal and whether legal or equitable, that is an asset of that electricity undertaking:
Energy means electricity and gas
Energy company means a company formed and registered in accordance with section 32 of this Act; and includes any subsidiary of an energy company; and also includes any company to which the energy undertaking of a Board, or all or part of any energy undertaking of a local authority, is transferred in accordance with section 47 or section 56 of this Act
Energy undertaking means—
(a)
An electricity undertaking:
(b)
A gas undertaking:
(c)
The undertaking of a Board:
Equity security has the same meaning as in section 2(1) of the Securities Act 1978
Establishing authority means—
(a)
A Board:
(b)
A local authority whose operations include an energy undertaking:
Establishment plan, in relation to an establishing authority, means the plan prepared by that establishing authority pursuant to section 18 of this Act; and includes a revised establishment plan prepared pursuant to section 27 of this Act
Gas has the same meaning as it has in section 2 of the Gas Act 1992
Gas: this definition was amended, as from 1 April 1993, by section 58(2) Gas Act 1992 (1992 No 124) by omitting the expression “section 2 of the Gas Act 1982”, and substituting the expression “section 2 of the Gas Act 1992”.
Gas undertaking, in relation to a local authority, means the undertaking of that local authority as it relates to the manufacture, extraction, storage, processing, treatment, distribution, or supply of gas; and includes—
(a)
The sale or supply of equipment or appliances that consume gas; and
(b)
The sale or supply of services in relation to equipment or appliances that consume gas; and
(c)
All the assets of the local authority used for or in connection with the gas undertaking of that local authority, including all land, buildings, works, machinery, mains, apparatus, fittings, appliances, stocks, by-products, contracts, and every other property, right, or interest, whether real or personal and whether legal or equitable, that is an asset of that gas undertaking:
Inland Revenue Acts means the Acts specified in the Schedule to the Tax Administration Act 1994
Inland Revenue Acts: this definition was amended, as from 1 April 1995, by section YB 1 Income Tax Act 1994 (1994 No 164) by substituting the words “Schedule to the Tax Administration Act 1994” for the words “Schedule 1 to the Inland Revenue Department Act 1974”.
Instrument includes—
(a)
Any instrument (other than an enactment) of any form or kind that creates, evidences, modifies, or extinguishes rights, interests, or liabilities or would do so if it or a copy thereof were lodged, filed, or registered under any enactment; and
(b)
Any judgment, order, or process of a court:
Instrument by way of security has the meaning assigned to it in section 2 of the Chattels Transfer Act 1924
Interim trustee, in relation to a Board, means a person who holds office pursuant to section 4 or section 8 of this Act in respect of that Board
Land has the meaning assigned to it in section 2 of the Land Transfer Act 1952
Liabilities means liabilities, debts, charges, duties, and obligations of every description (whether present or future, actual or contingent, and whether payable or to be observed or performed in New Zealand or elsewhere)
local authority means a territorial authority within the meaning of the Local Government Act 2002
Local authority: this definition was substituted, as from 1 July 2003, by section 262 Local Government Act 2002 (2002 No 84). See sections 273 to 314 of that Act as to the savings and transitional provisions.
Minister means, subject to any enactment, the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
Property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal; and, without limiting the generality of the foregoing, includes—
(a)
Choses in action and money:
(b)
Goodwill:
(c)
Rights, interests, and claims of every kind in or to property, whether arising from, accruing under, created or evidenced by, or the subject of, an instrument or otherwise and whether liquidated or unliquidated, actual, contingent, or prospective:
Qualifying elector, in relation to a local authority, means an elector of that local authority whose electoral address is within the district or, as the case may be, the part of the district of that local authority that is within a Board's district
Relevant energy company means,—
(a)
In relation to a Board, the Board's successor company:
(b)
In relation to a local authority, an energy company to which all or part of the energy undertaking of the local authority is proposed to be transferred:
Rights means all rights, powers, privileges, and immunities, whether actual, contingent, or prospective
Rules, in relation to an energy company, means the memorandum of association and articles of association of the energy company
Security means a mortgage, submortgage, charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, indemnity, defeasance, hypothecation, instrument by way of security, lien, pledge, or other security for the payment of money or for the discharge of any other obligation or liability and in any case whether upon demand or otherwise, whether present or future and whether actual or contingent; and includes an agreement or undertaking to give or execute whether upon demand or otherwise any of the foregoing
Share allocation plan means the recommendations of an establishing authority made pursuant to section 22 of this Act and included in an establishment plan
special consultative procedure means the procedure set out in section 83 of the Local Government Act 2002
Special consultative procedure: this definition was substituted, as from 1 July 2003, by section 262 Local Government Act 2002 (2002 No 84). See sections 273 to 314 of that Act as to the savings and transitional provisions.
Statement of corporate intent, in relation to an energy company, means the current statement of corporate intent for the energy company prepared pursuant to section 39 of this Act
Subsidiary has the same meaning as in sections 158 and 158A of the Companies Act 1955 or sections 5 and 6 of the Companies Act 1993, as the case may be
Subsidiary: this definition was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Undertaking, in relation to a Board, means the property, rights, and liabilities of the Board
Voting equity security, in relation to any company, means an equity security in that company that confers a right to vote at general meetings of the company (whether or not there is any restriction or limitation on the number of votes that may be cast by or on behalf of the holder of the security), not being a right to vote that, under the conditions attached to the security, is exercisable only in 1 or more of the following circumstances
(a)
During a period in which a dividend (or part of a dividend) in respect of the security is in arrears:
(b)
On a proposal to reduce the capital of the company:
(c)
On a proposal that affects rights attached to the security:
(d)
On a proposal to put the company into liquidation:
(e)
On a proposal for the disposal of the whole of the property, business, and undertaking of the company:
(f)
During the liquidation of the company;—
and includes a security that, in accordance with the terms of the security, is convertible into a security of that kind.
Voting equity security: paras (d) and (f) were substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(2)
For the purposes of this Act, to hold a controlling interest in an energy company means to hold equity securities in that company that carry in the aggregate 51 percent or more of the voting rights at any general meeting of the company.
(3)
For the purposes of subsection (2) of this section, a person holds equity securities in an energy company if that person is beneficially entitled to, or is beneficially entitled to an interest in, any equity securities in the company (whether or not the whole or any part of the legal ownership of the equity securities is vested in the person).
Subject to subsection (4) of this section, as from the commencement of the 21st day after the commencement of this section, there shall hold office, in respect of each Board, persons to be known as interim trustees.
(2)
Subject to subsection (3) of this section and to sections 6 to 8 of this Act, the interim trustees in respect of a Board shall,—
(a)
In the case of an Electric Power Board constituted under the Electric Power Boards Act 1925, comprise—
(i)
All the persons who, immediately before the 8th day of August 1990 (being the date of commencement of the Electric Power Boards Amendment Act 1990), were holding office—
(A)
As members of that Board under section 10 or section 23 of the Electric Power Boards Act 1925; or
(B)
As members of that Board continued in office by section 3, or appointed under section 4, of the Electric Power Boards Amendment Act 1989; and
(ii)
Every person (not being a person referred to in subparagraph (i) of this paragraph) who was appointed as a trustee of the Electric Power Trust established in respect of that Board by a trust deed executed under section 3 of the Electric Power Boards Amendment Act 1990:
(b)
In the case of the Auckland Electric Power Board, comprise—
(i)
All the persons who, immediately before the 8th day of August 1990, were holding office—
(A)
As members of that Board elected or appointed under Part 3 or Part 4 of the Auckland Electric Power Board Act 1978; or
(B)
As members of that Board continued in office by section 8, or appointed under section 9, of the Electric Power Boards Amendment Act 1989; and
(ii)
Every person (not being a person referred to in subparagraph (i) of this paragraph) who was appointed as a trustee of the Electric Power Trust established in respect of that Board by a trust deed executed under section 3 of the Electric Power Boards Amendment Act 1990:
(c)
In the case of the Rotorua Area Electricity Authority, comprise—
(i)
All the persons who, immediately before the 8th day of August 1990, were holding office—
(A)
As members of that Authority who were representatives of a constituent district of the Rotorua Electric Supply District; or
(B)
As members of that Authority continued in office by section 3, or appointed under section 4, of the Electric Power Boards Amendment Act 1989 (as applied by section 6 of that Act); and
(ii)
Every person (not being a person referred to in subparagraph (i) of this paragraph) who was appointed as a trustee of the Electric Power Trust established in respect of that Authority by a trust deed executed under section 3 of the Electric Power Boards Amendment Act 1990.
(3)
No person shall be an interim trustee pursuant to subsection (2) of this section unless that person has informed the Minister, within 20 days of the commencement of this section, that the person is willing to be an interim trustee.
(4)
Nothing in this section shall apply in respect of the Central Canterbury Electric Power Board.
Subject to section 8 of this Act, the interim trustees holding office in respect of a Board shall continue in office until that Board is dissolved pursuant to section 47 of this Act, and the interim trustees shall then vacate office; and no such interim trustee shall be entitled to any compensation in respect of loss of office.
6-
Disqualification of interim trustees
(1)
The following persons shall be incapable of being interim trustees:
(a)
A person who is mentally disordered within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992:
(b)
A bankrupt who has not obtained an order of discharge, or whose order of discharge is suspended for a term not yet expired, or is subject to conditions not yet fulfilled:
(c)
A person to whom an order made under section 299 of the Insolvency Act 2006 applies:
(d)
A person in respect of whom a composition or arrangement with that person's creditors is in force:
(e)
A person who is subject to a property order made under section 30 or section 31 of the Protection of Personal and Property Rights Act 1989:
(f)
A person who is convicted of an offence punishable by imprisonment for a term of 2 years or more, unless that person has obtained a pardon or has served the sentence or otherwise suffered the sentence imposed on that person:
(g)
A person who is convicted of any offence punishable by imprisonment for a term of less than 2 years and is sentenced to imprisonment for that offence, unless that person has obtained a pardon or has served the sentence:
(h)
A person who is disqualified from being appointed or holding office as a director of a company by virtue of paragraph (ba) or paragraph (c) or paragraph (d) or paragraph (e) of section 151(2) of the Companies Act 1993:
(i)
A person who holds office as a member of the Board in respect of which the person is, or is to be, an interim trustee.
(2)
In any case to which subsection (1)(f) of this section applies,—
(a)
The disqualification shall not take effect until the expiration of the time for appealing against the conviction and, in the event of an appeal against conviction, until the appeal is determined; and
(b)
The interim trustee concerned shall be deemed to have been granted leave of absence until the expiration of that time, and shall not be capable of acting as an interim trustee during the period of that leave of absence.
(3)
In any case to which subsection (1)(g) of this section applies,—
(a)
The disqualification shall not take effect until the expiration of the time for appealing against the conviction or the sentence and, in the event of an appeal against the conviction or against the sentence or both, until the appeal is determined; and
(b)
The interim trustee concerned shall be deemed to have been granted leave of absence until the expiration of that time, and shall not be capable of acting as an interim trustee during the period of that leave of absence.
(4)
Every person commits an offence and is liable on summary conviction to a fine not exceeding $1,000 who does any act as an interim trustee while incapacitated under subsection (1) of this section, except—
(a)
Where the incapacity arises under paragraph (a) of that subsection; or
(b)
While on leave of absence pursuant to paragraph (f) or paragraph (g) of that subsection.
Compare: 1989 No 63 s 200
Section 6(1)(c): amended, on 3 December 2007, by section 445 of the Insolvency Act 2006 (2006 No 55).
Subsection (1)(h) was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
