Insurance Act, 1936
|
FIFTH SCHEDULE. Conditions to which the Company is to Conform. | ||
1. The Memorandum and Articles of Association of the Company shall be subject to the approval of the Minister for Finance after consultation by him with the Minister for Industry and Commerce. | ||
2. The Memorandum of Association of the Company shall provide— | ||
(a) that the name of the Company shall be the Re-Insurance Company of Ireland, Limited; | ||
(b) that the registered office of the Company shall be situate in Dublin; | ||
(c) that the principal objects of the Company shall include the business of re-insuring assurance business and the doing of all such things as are required by Part VI of this Act or by the Minister or the Minister for Finance under Part VI of this Act for the purpose of transacting such business and the further re-insuring of the whole or any part of such business; | ||
(d) that the liability of the members of the Company shall be limited; | ||
(e) that the amount of the share capital of the Company shall not exceed five hundred thousand pounds in nominal value which shall be divided into shares of one pound each or such other denomination or such denominations as shall be specified in the said Memorandum. | ||
3. The Articles of Association of the Company shall specify the number of directors (including the chairman) of the Company and the number so specified shall be seven or five. | ||
4. The Articles of Association of the Company shall provide— | ||
(a) that, so long as the Minister for Finance holds not less than one half (in nominal value) of the issued shares of the Company— | ||
(i) in case the number of the directors of the Company is seven, four of the said directors shall be nominated by the said Minister from time to time as occasion requires, | ||
(ii) in case the number of directors of the Company is five, three of the said directors shall be nominated by the said Minister from time to time as occasion requires, | ||
(iii) the Chairman of the directors shall be nominated from time to time by the said Minister from amongst the directors nominated by him; | ||
(b) that there shall be a managing director of the Company, and, subject to the next following sub-paragraph, the directors of the Company shall from time to time appoint one of their body to be managing director of the Company; | ||
(c) that the first managing director of the Company shall be such one of the directors of the Company as the Minister for Finance may appoint and shall hold the office of managing director for such period, not exceeding five years, on such terms, and subject to such conditions as the said Minister may direct; | ||
(d) that the Company shall have power for the purposes of the Company to raise money by means of debentures, subject however as follows:— | ||
(i) the amount so raised shall not exceed at any time the paid up share capital of the Company, and | ||
(ii) the said power shall not, so long as the guarantee by the Government of Saorstát Eireann continues in respect of contracts of re-insurance entered into by the Company, be exercisable without the consent of the Minister for Finance; | ||
(e) that, so long as the Minister for Finance holds any shares of the Company, no person shall be capable of being appointed auditor of the Company unless the approval of the said Minister to the nomination of such person to the office of auditor has been given. |