Document ID: chunk:federal_register_of_legislation:C2024C00492:section:44:p12
Version: federal_register_of_legislation:C2024C00492
Segment Type: section
Provision Reference: s 44 (pt 12/41)
Character Range: 807882–810492

with another person as mentioned in subsection (1), the associate reference includes a reference to that other person.

686‑15  Exclusions
 (1) A person is not an associate of another person by virtue of subsection 686‑10(1), or by virtue of subsection 686‑10(2) as it applies in relation to subsection 686‑10(1), merely because of one or more of the following:
 (a) one gives advice to the other, or acts on the other's behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship;
 (b) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a body corporate.
 (2) A person who is a common law holder of native title is not an associate of another person by virtue of subsection 686‑10(1), or by virtue of subsection 686‑10(2) as it applies in relation to subsection 686‑10(1), merely because a Native Title legislation obligation has been complied with.

Division 689—Subsidiaries and control

689‑1  What is a subsidiary
  A body corporate (the first body) is a subsidiary of another body corporate if, and only if:
 (a) the other body:
 (i) controls the composition of the first body's board; or
 (ii) is in a position to cast, or control the casting of, more than one‑half of the maximum number of votes that might be cast at a general meeting of the first body; or
 (iii) holds more than one‑half of the issued share capital of the first body (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or
 (b) the first body is a subsidiary of a subsidiary of the other body.
Note: Subparagraph (a)(iii)—although an Aboriginal and Torres Strait Islander corporation itself does not have shares, the corporation may hold shares in a body corporate that does have shares.

689‑5  Control of a body corporate's board
 (1) For the purposes of this Act, the composition of the board of a body corporate (the first body) is taken to be controlled by another body (the second body) if the second body, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all, or the majority, of the directors of the first body.
 (2) For the purposes of this Division, the second body is taken to have power to make such an appointment if:
 (a) a person cannot be appointed as a director of the first body without the exercise by