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Western Samoa Trust Estates Corporation Act 1977

LAWS OF WESTERN SAMOA

WESTERN SAMOA TRUST ESTATES CORPORATION ACT 1977

1977, No. 16

ANALYSIS

Title

PART I
PRELIMINARY

1. Short title
2. Interpretation

PART II
CONSTITUTION OF CORPORATION

3. Continuation of the Corporation
4. Assets and liabilities of the Corporation
5. Appointment of directors
6. Extraordinary vacancies
7. Deputy directors
8. Chairman and deputy chairman
9. Remuneration of directors
10. Liability of directors

PART III
FUNCTIONS AND POWERS OF CORPORATION

11. Functions of the Corporation
12. Powers of the Corporation
13. Policy of the Government
14. Disposal of land
15. Conduct of the business of the Corporation
16. Contracts of the Corporation

PART IV
MEETINGS OF THE CORPORATION

17. Meetings of the Corporation
18. Minutes of meetings
19. Disclosure of conflicting interest

PART V
EMPLOYEES OF THE CORPORATION

20. Officers of the Corporation
21. Conditions of employment
22. Delegation of powers by the board
23. Delegation of powers by general manager

PART VI
FINANCIAL PROVISIONS, ETC.

24. Application of profits
25. Investment of funds
26. Accounts and audit
27. Annual report
28. Regulations
29. Repeals and savings

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1977, No. 16

AN ACT to consolidate and amend the law relating to the Western Samoa Trust Estates Corporation.

[20 December 1977]

BE IT ENACTED by the Legislative Assembly of Western Samoa in Parliament assembled as follows:-

PART I
PRELIMINARY

1. Short title - This Act may be cited as the Western Samoa Trust Estates Corporation Act 1977.

2. Interpretation - In this Act, unless the context otherwise requires, -

"Board" or "Board of Directors" means the Board of Directors of the Corporation;

"Corporation" means the Western Samoa Trust Estates Corporation;

"Director" means a Director of the Corporation;

"General Manager" means the General Manager of the Corporation appointed under section 19;

"Year" and "Financial Year" mean a year commencing on the first day of January and ending on the 31st day of December.

PART II
CONSTITUTION OF CORPORATION

3. Continuation of the Corporation – [1] There shall continue to be the body corporate called the Western Samoa Trust Estates Corporation which shall be the successor to the Corporation, of the same name, established under the Samoa Amendment Act [No. 2] 1956* and continued under the Western Samoa Trust Estates Corporation Ordinance 1961**.

*1956, No. 46 (N.Z.).

**1961, No. 18.

[2] From the commencement of this Act, the Corporation shall continue to have a board of directors consisting of the following directors:-

[a] A chairman; and

[b] A deputy chairman; and

[c] 4 other directors.

[3] The Corporation is a body corporate with perpetual succession and a common seal, and has power and is capable of acquiring, holding, and disposing of real and personal property, of suing and being sued, of borrowing money on the security of its assets or otherwise, and of doing and suffering other acts and things that bodies corporate may lawfully do and suffer.

[4] The powers of the Corporation shall not be affected by any vacancy in its membership.

4. Assets and liabilities of the Corporation – [1] All property both real and personal, and all contracts, rights of action and other rights which were vested in the Corporation immediately before the coming into force of this Act.

[2] All debts, liabilities, and obligations of the Corporation immediately before the coming into force of this Act shall continue to be debts, liabilities, and obligations of the Corporation on the coming into force of this Act.

[3] If any question arises as to whether any property, right, debt, liability, or obligation has become or is the property, right, debt, liability, or obligation of the Corporation, that question shall be decided by the Head of State, acting on the advice of Cabinet, and his decision shall be final.

5. Appointment of directors – [1] The directors shall be appointed by the Head of State, acting on the advice of Cabinet.

[2] Every director shall be appointed for a term of 3 years, and may from time to time be reappointed.

[3] Every director, unless he sooner vacates his office under section 6, shall continue to hold his office until his successor comes into office notwithstanding that the term for which he was appointed may have expired.

[4] The directors in office on the coming into force of this Act shall be deemed to have been appointed under this Act.

6. Extraordinary vacancies – [1] Any director may at any time resign his office by delivering a notice in writing to that effect of the Head of State.

[2] The Head of State, acting on the advice of Cabinet, may at any time remove any director from office for disability, neglect of duty, or insolvency proved to the satisfaction of the Head of State, acting on the advice of Cabinet.

[3] If any director dies, resigns, or is removed from office, the Head of State, acting on the advice of Cabinet, shall appoint a person to be a director for the residue of the term for which the vacating director was appointed.

7. Deputy directors – [1] Where any director is temporarily incapacitated by illness, absence, or other sufficient cause from performing the duties of his office, the Head of State, acting on the advice of Cabinet; may appoint a deputy to act for that director during his incapacity.

[2] Any deputy shall, while he acts as such, be deemed to be a director.

[3] No appointment of any deputy and no acts done by him as such shall in any proceedings be questioned on the ground that the occasion for his appointment lead not arisen and had ceased.

8. Chairman and deputy chairman – [1] The Head of State, acting on the advice of Cabinet, shall appoint one director to be chairman of the Corporation and another director to be deputy chairman.

[2] Any person appointed as the chairman or deputy chairman shall, unless he sooner resigns that office by notice in writing to the Head of State, hold office as such while he continues to hold office as a director, and may be reappointed.

[3] Whenever any vacancy occurs in the office of chairman or deputy chairman, the Head of State, acting on the advice of Cabinet, shall appoint a director to be the chairman or deputy chairman of the Corporation, as the case may be.

[4] The chairman and deputy chairman in office on the coming into force of this Act shall be deemed to have been appointed under this Act.

9. Remuneration of directors – [1] There shall be paid to each director remuneration at such rates as Cabinet may from time to time determine.

[2] Every director shall be paid travelling expenses reasonably incurred by him in the performance of his duties at such rates as may from time to time be determined by Cabinet.

[3] All payments made pursuant to this section shall be paid out of the funds of the Corporation.

10. Liability of directors - No director shall be personally liable for any act done or omitted to be done in good faith in the exercise of the functions, powers, and authorities of the Corporation or for any debt or other liability lawfully incurred by the Corporation.

PART III
FUNCTIONS AND POWERS OF CORPORATION

11. Functions of the Corporation - The functions of the Corporation shall be:

[a] To control, manage, and develop as trustee for and on behalf of the people of Western Samoa-

[i] The assets of the Corporation vested in it and referred to in section 4; and

[ii] Any other assets that the Corporation may have acquired or may acquire, whether real or personal;

[b] To ensure the efficient and prudent agricultural, horticultural, pastoral, industrial, commercial or other development of its lands, assets and other enterprises:

Provided that nothing in this section shall prevent -

[a] The holding of any lands as reserves for any purposes consistent with the functions of the Corporation; or

[b] The dedication of any lands by the Corporation for any public purpose as defined in the Taking of Land Act 1964.

12. Powers of the Corporation – [1] The Corporation shall have all the powers and authorities necessary for the effective performance of its functions.

[2] Without limiting any provision of this section, the Corporation shall have the following specific powers:-

[a] To cultivate the lands of the Corporation and develop the resources of the same and sell or otherwise make use of the produce and livestock therefrom:

[b] To carry on all or any of the trades or businesses of general merchants, exporters and importers, wholesalers and retailers, garage proprietors and engineers, ship owners, wharf owners and wharf-fingers, warehousemen, manufacturers, builders, timber millers, fishermen, fish curers, canners, dealers in livestock, indent agents, farmers, planters, agents, hoteliers, transport operators, carriers of goods and passengers, and buyers and sellers of and dealers in merchandise and produce of all descriptions:

[c] To carry on any other business whatsoever which may seem to the Corporation capable of being conveniently carried on in connection with any of its businesses or calculated directly or indirectly to enhance the value of or render profitable any of the Corporation's property or rights:

[d] To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on any business which the Corporation is authorised to carry on, or possessed of property suitable for the purposes of the Corporation:

[e] To apply for purchase, or otherwise acquire any patents, patent rights, copyrights, trade marks, formulas, licences, concession, and the life, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to, any invention which may seem capable of being used for any of the purposes of the Corporation, or the acquisition of which may seem calculated directly or indirectly to benefit the Corporation; and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account, the property, rights, or information so acquired:

[f] To enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Corporation is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the Corporation:

[g] To take, or otherwise acquire, and hold, shares, debentures or other securities of any company:

[h] To enter into any arrangements with the Government or any other authority that may seem conducive to the Corporation's objects, or any of them; and to obtain from the Government or authority any rights, privileges, and concessions which the Corporation may think it desirable to obtain; and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions:

[i]To establish or participate in any provident, superannuation, pension, insurance or other scheme of a like nature, which has as its object the provisions of provident or retirement funds or pensions or retirement allowances for persons in or formerly in the services of the Corporation, or the dependants or connections of any of such persons; and, as employing authority under any such scheme, to make contributions thereto:

[j]To provide and maintain such recreational or holiday facilities for persons in the service of the Corporation, or for any other class or classes of the people of Western Samoa, as the board may think fit:

[k] To promote any company or companies for the purpose of acquiring or taking over all or any of the business, property, rights, and liabilities of the Corporation or for any other purpose which may seem directly or indirectly calculated to benefit the Corporation:

[l] To purchase, take on lease or in exchange, hire, and otherwise acquire any real and personal property and any rights or privileges which the Corporation may think necessary or convenient for the purposes of its business, and in particular any land, easements, buildings, works, apparatus, machinery, plant, and stock in trade:

[m] To erect, construct, improve, maintain, develop, work, manage, carry out or control any buildings, works, factories, mills, roads, ways, aerodromes, tramways, bridges, reservoirs, watercourses, wharves, warehouses, electric works, shops stores, and other works and conveniences which may seem calculated directly or indirectly to advance the Corporation's interests; and to contribute to, subsidise, or otherwise assist or take part in the construction, improvement, maintenance, development, working, management, carrying out, or control thereof:

[n] To invest any funds of the Corporation not required to be currently extended in the discharge of the functions of the Corporation in such Government or other securities in Western Samoa or elsewhere as the Corporation may deem fit from time to time, and to withdraw or realise such investments at any time:

[o] To lend and advance money or give credit to the Government of Western Samoa, or any statutory body, or any person or company; to guarantee and give guarantees for the payment of money or the performance of contracts or obligations by any person or company; and otherwise to assist any person or company:

[p] To borrow or raise or secure the payment of money in such planner as the Corporation may think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Corporation's property [both present and future]; and to purchase, redeem or pay off any such securities:

[q] To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments:

[r] To sell, exchange, lease or dispose of real or personal property, either by public auction or tender or private contract, for such consideration as the Corporation may thank fit, and in particular for shares, debentures or securities of any company having objects altogether or in part similar to the functions of the Corporation:

[s] To adopt such means of making known and advertising the business and products of the Corporation as may seem expedient:

[t] To apply for, secure, acquire by grant, legislative enactment, assignment transfer, purchase or otherwise, and to exercise, carry out and enjoy, enjoy any charter, licence, power, authority, franchise, concession, right or privilege, which any Government or authority or any corporation or other public body may be empowered to grant; and to pay for, aid in and contribute towards carrying the same into effect; and to appropriate any of the Corporation's securities and assets to defray the necessary costs, charges and expenses thereof:

[u] To apply for, promote, and obtain any statute, order, regulation or other authorisation or enactment which may seem calculated directly or indirectly to benefit the Corporation:

[v] To take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Corporation's property of whatsoever kind sold by the Corporation, or any money due to the Corporation from purchase and others:

[w] To carry out research and experimental work:

[x] To subscribe or guarantee money for any charitable or benevolent object, or for any exhibition, or for any public, general or useful object:

[y] To carry out all or any of the functions of the Corporation and do all or any of the above things as principal, trustee, agent, contractor or otherwise, and by or through agents or otherwise and either alone or in conjunction with others:

[z] To do all such other things as are incidental or conducive to the attainment of the functions and the exercise of the powers of the Corporation.

13. Policy of the Government - In carrying out of its functions and in the exercise of its powers the Corporation shall have regard to any policy of the Government its may be communicated to it in writing by the Prime Minister.

14. Disposal of land - The Corporation shall not dispose of any land or any interest therein [otherwise than by way of lease for a term not exceeding 10 years], unless the resolution to dispose of the land or interest has been approved by Cabinet.

15. Conduct of the business of the Corporation - The board of directors shall have the general conduct of the business of the Corporation, and may exercise any of it powers and authorities.

16. Contracts of the Corporation – [1] Contracts on behalf of the Corporation may be made as follows:-

[a] Any contract which, if made between private persons, must be by deed shall, if made by the Corporation, be in writing under the common Seal of the Corporation;

[b] Any contract which, if made between private persons must be in writing signed by the parties to be charged therewith shall, if made by the Corporation, be in writing either under the common seal of the Corporation or signed by any person on behalf and by direction [either general or specific] of the Corporation.

[2] The common seal of the Corporation shall not be affixed to any document except pursuant to a resolution of the directors, and the execution of any document so sealed shall be attested by 2 directors.

PART IV
MEETINGS OF THE CORPORATION

17. Meetings of the Corporation – [1] Meetings of the Corporation shall be held on such dates and at, such times and places as the Corporation from time to time determines.

[2] Every meeting of the Corporation shall be presided over by the chairman and, if the chairman is not present, by the deputy chairman. In the absence from any meeting of both the chairman and the deputy chairman, the members present shall appoint one of their number to be the chairman for that meeting.

[3] The chairman may at any time convene a special meeting of directors, and shall, on the requisition of any 3 directors, forthwith proceed to convene such a meeting.

[4] At all meetings of the Corporation 4 directors shall form a quorum.

[5] Every question before the Corporation shall be determined by a resolution carried by a majority of the valid votes of the directors present at any meeting and voting thereon.

[6] At any meeting the chairman shall have a deliberative vote and, in the case of an equality of votes, shall also have a casting vote.

[7] A resolution in writing signed, or assented to by letter or telegram, by all the directors shall be as valid and effectual as if it had been passed at a meeting of the Corporation.

[8] Subject to the provisions of this Act and of any regulations made under this Act, the Corporation may regulate its proceedings in such manner as it thinks fit.

18. Minutes of meetings – [1] The Corporation shall cause minutes to be kept in a book provided for the purpose -

[a] Of the names of the persons present at each meetings of the Corporation; and

[b] Of all resolutions and proceedings of meetings.

[2] Any such minutes if signed by any person purporting to be the chairman or the deputy chairman of the Corporation or the chairman of any meeting, shall be receivable in evidence without further proof.

[3] A copy of the minutes of every meeting shall be furnished to every director.

19. Disclosure of conflicting interest – [1] Any director who otherwise than as a director, is directly or indirectly interested in any business of the Corporation shall, as soon as possible after the relevant facts have come to his notice, disclose the nature of his interest at a meeting of the board.

[2] A disclosure under this section shall be recorded in the minutes of the board meeting and except as otherwise provided by a resolution of the board, the director shall not take part after the disclosure in any deliberation or decisions relating to the business, but shall be counted as present for the purpose of forming a quorum of the board meeting for any such deliberation or decision.

PART V
EMPLOYEES OF THE CORPORATION

24. Officers of the Corporation – [1] The Head of State, acting on the advice of the Prime Minister, shall appoint the general manager of the Corporation.

[2] The general manager shall be the chief executive officer of the Corporation and, subject to the provisions of this Act and of any regulations made under this Act and to the general direction of the board, shall be charged with the control and management of the operations of the Corporation.

[3] The Corporation may employ any other officers and employees as may be required for the efficient performance of the functions of the Corporation.

[4] The person holding office as general manager, and all other officers and employees in the service of the Corporation, on the date this Act comes into force shall continue to be employed by the Corporation under and subject to the same terms and conditions as applied immediately prior to the date this Act comes into force as if they had been appointed under the provisions of this section.

21. Conditions of employment - All appointments, appeals, dismissals, conditions or leave, salary scales, promotions and all other matters relating to the conditions of employment of persons in the service of the Corporation may be governed by regulations made under this Act, and subject to any such regulations shall be under the jurisdiction of the board.

22. Delegation of powers by the board – [1] The board may from time to time, either generally or for any particular transaction or class of transaction or for any particular act of administration, control, or management, delegate any of its powers under this Act or under any regulations made under this Act to any of its directors or to the general manager.

[2] No such delegation shall prevent the exercise by the board itself of any of the powers conferred on it by this Act or by any such regulation.

[3] Subject to any general or special directions given by the board any person to whom any powers are so delegated may exercise those powers in the same manner and with the same effect as if they had been directly conferred on him by this Act or any such regulation and not by delegation.

[4] Every person purporting to act under any delegation under this section shall, in the absence of proof to the contrary, be presumed to be acting within the terms of the delegation.

[5] Any delegation pursuant to this section may be at any time revoked by the board in whole or in part, but the revocation shall not affect in any way any act or thing done under the delegated authority.

23. Delegation of powers by general manager – [1] The general manager may from time to time, either generally or for any particular transaction or class of transactions or for any particular act of administration, control or management, delegate any of his powers conferred on him by this Act or any regulations made under this Act or by delegation from the board, to any of the other officers or employees of the Corporation.

[2] No such delegation shall prevent the exercise by the general manager himself of any of those powers.

[3] Subject to any general or special directions given by the general manager, any officer or employee to whom any powers are so delegated may exercise those powers in the same manner and with the same effect as if they had been directly conferred on him by this Act or any such regulation and not by delegation.

[4] Every officer or employee purporting to act under any delegation under this section shall, in the absence of proof to the contrary, be presumed to be acting within the terms of the delegation.

[5] Any delegation made pursuant to this section may at any time be revoked by the general manager in whole or in part, but the revocation shall not affect in any way any act or thing done under the delegated authority.

PART VI
FINANCIAL PROVISIONS, ETC.

24. Application of profits - The annual profits of the Corporation, after the Corporation has set aside such sum or sums as it deems necessary or expedient by way of general or specific reserves, shall be transferred to a separate account kept in the Treasury, and shall be applied for the welfare and economic and social benefit of the inhabitants of Western Samoa.

25. Investment of funds - Any funds of the Corporation not immediately required to be expended in the discharge of the functions of the Corporation may be invested by the Corporation in such classes of securities as the board may from time to time determine.

26. Accounts and audit – [1] The Corporation shall keep accounts and other records, and shall prepare in respect of each financial year a statement of accounts.

[2] The accounts of the Corporation shall include separate trading, profit and loss, and appropriation accounts and a balance sheet, all of which shall be approved by the board and signed on behalf of the board by the chairman or other director designated by the board.

[3] The accounts of the Corporation shall be audited by the Controller and Chief Auditor of the Government of Western Samoa, who may, with the consent of Cabinet, engage the services of such other auditor as shall be approved by Cabinet, to assist him.

[4] As soon as the accounts of the Corporation have been audited, the Corporation shall send a copy of the statement of accounts, together with a copy of any report made by the auditor, to Cabinet.

[5] The Prime Minister shall cause copies of the audited statement of accounts and any report made by the auditor to be laid before the Legislative Assembly within 28 days after the receipt of a copy by him if the Assembly is then in session or, if not, within 28 days after the commencement of the next ensuing session.

27. Annual report – [1] The Corporation shall, as soon as possible after the end of each financial year, make to Cabinet a report dealing generally with the operations of the Corporation during that year and containing such information with respect to the proceedings and policy of the Corporation as can be made public without retriment [sic] to the interests of the undertaking of the Corporation.

[2] The Prime Minister shall cause copies of every such report to be laid before the Legislative Assembly within 28 days after the receipt of a copy by him if the Assembly is then in session or, if not, within 28 days after the commencement of the next ensuing session.

28. Regulations - The Head of State, acting on the advice of Cabinet, may from time to time make all such regulations as may in his opinion be necessary or expedient for giving full effect to the provisions of this Act and for the due administration thereof.

[2] Without limiting the general power conferred by subsection (1), regulations may be made for all or any of the following purposes:-

[a] Prescribing the procedure of the Corporation and the board of directors;

[b] Providing for the payment of remuneration and expenses to directors;

[c] Providing for appointments, appeals, dismissals, conditions of leave, salary scales, promotions and any other matters relating to the conditions of employment of all persons in the service of the Corporation;

[d] Providing for the establishment of or participation in any superannuation, pension, insurance or other scheme of a like nature that has as its object the provision of retirement funds or pensions or retirement allowances for persons in or formerly in the service of the Corporation or its predecessors in business, or the dependants or connections of any such persons;

[e] Prescribing any records to be kept by the board or the Corporation.

29. Repeals and savings – [1] The Western Samoa Trust Estates Corporation Ordinance 1961* is repealed.

*1961, No. 18.

[2] The Western Samoa Trust Estates Corporation Regulations 1957** are revoked and shall cease to be part of the law of Western Samoa.

**S.R. 1957/61 (N.Z.).

[3] From the date this Act comes into force all references to the New Zealand Reparation Estates in any Act, Ordinance, Regulations, Rules, Order or other enactment, or in any agreement, deed, instrument, application, licence, notice or other document whatsoever shall, unless inconsistent with the context or with the provisions of this Act, be read as references to the Corporation.

[4] It is hereby declared that the enactment of this Act shall not affect any document made, or action commenced or thing done under the Western Samoa Trust Estates Corporation Ordinance 1961, or the Western Samoa Trust Estates Corporation Regulations 1957, and every such document, action, or thing, so far as it is subsisting or in force at the date this Act comes into force and could have been made, commenced, or done, under this Act shall continue and have effect as if it had been made, commenced, or done, under the corresponding provision of this Act, and as if that provision of this Act, and as if that provision had been in force when the document was made, action commenced, or thing done.

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