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SCHEDULE.
Conditions to which the Company is to conform.
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1. The Memorandum and Articles of Association of the Company shall be subject to the approval of the Minister for Finance given after consultation with the Minister for Industry and Commerce.
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2. The Memorandum of Association of the Company shall provide—
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(a) that the name of the Company shall be Monarchana Alcóil na hÉireann, Teoranta;
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(b) that the registered office of the Company shall be situate within the State;
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(c) that the principal objects of the Company shall include the manufacture and sale of industrial alcohol;
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(d) that the liability of members of the Company shall be be limited;
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(e) that the amount of the share capital of the Company shall be five hundred thousand pounds divided into shares of one pound each, and that the Company shall, with the consent of the Minister for Finance, have power to divide the shares in the capital of the Company into several classes and to attach thereto respectively any preferential, deferred, qualified, or special rights, privileges or conditions.
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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 not be more than seven.
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4. The Articles of Association of the Company shall provide—
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(a) that, so long as the Minister for Finance holds not less than one-tenth (in nominal value) of the issued shares of the Company or so long as any debentures of the Company guaranteed by the said Minister under this Act are outstanding—
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(i) a majority of the said directors shall be nominated, from time to time as occasion requires, by the Minister for Finance, after consultation with the Minister for Industry and Commerce,
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(ii) the chairman of the directors shall be nominated from time to time by the Minister for Finance, after consultation with the Minister for Industry and Commerce, from amongst the directors nominated by him;
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(b) that, for such period as the Minister for Finance may direct, there shall be a managing director of the Company and, in that case, the directors of the Company shall, subject to the provisions of the next following sub-paragraph, from time to time appoint one of their body to be managing director of the Company;
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(c) that the first managing director of the Company shall be such one of the directors of the Company as the Minister for Finance, after consultation with the Minister for Industry and Commerce, may appoint and shall hold the office of managing director for such period, on such terms and subject to such conditions as the said Minister shall direct;
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(d) that the Company shall have power for the purposes of the Company to raise money by means of debentures, subject, however, as follows:—
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(i) the amount so raised shall not at any time exceed the paid up share capital of the Company,
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(ii) the said power shall not be exercisable without the consent of the Minister for Finance given after consultation with the Minister for Industry and Commerce;
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(e) that, so long as the Minister for Finance holds not less than one-tenth (in nominal value) of the issued shares of the Company or so long as any debentures of the Company guaranteed by the said Minister under this Act are outstanding, no person shall be capable of being appointed auditor of the Company unless the said Minister has, after consultation with the Minister for Industry and Commerce, approved of the nomination of such person to the office of auditor.
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