Telecommunications (Miscellaneous Provisions) Act, 1996
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Employee directors. |
10.—(1) Notwithstanding anything contained in the Worker Participation (State Enterprises) Acts, 1977 and 1988, or any other Act, where an order is made under section 23 (1) of the Worker Participation (State Enterprises) Act, 1977 , fixing the appropriate number, within the meaning of section 23 (2) of that Act, in relation to the company, the appropriate number specified in any such order shall not exceed one third of the number that the Minister is otherwise entitled to appoint under the articles of association of the company. | |
(2) Notwithstanding anything contained in the Worker Participation (State Enterprises) Acts, 1977 and 1988, or any order or warrant made thereunder, or any other Act, the 1996 election as regards the company shall be deferred by one year (or such shorter period as may be specified by the Minister by order) and subsequent elections shall be held each fourth year thereafter. | ||
(3) Not later than the holding of an election pursuant to subsection (2), and notwithstanding anything contained in the Worker Participation (State Enterprises) Acts, 1977 and 1988, or any order or warrant made thereunder, or any other Act, the term of office of such directors of the company appointed under the Worker Participation (State Enterprises) Acts, 1977 and 1988, shall expire on such date as the Minister may by order specify so as to ensure that the number of directors remaining appointed under those Acts shall be the number specified in an order made under section 23 (1) of the Worker Participation (State Enterprises) Act, 1977 . | ||
(4) Where one or more employee shareholding schemes have been established pursuant to section 8 (3), the members of such scheme or schemes, as the case may be, may nominate to the Minister, for appointment to be a director of the company— | ||
(a) a shareholder under any such scheme, or | ||
(b) any other person who is a former employee of the company. | ||
(5) The Minister shall appoint the person nominated under subsection (4) to be a director of the company and the person so appointed shall, notwithstanding anything contained in the Worker Participation (State Enterprises) Acts, 1977 and 1988, be deemed to be appointed as a director of the company for the purposes of those Acts. | ||
(6) Notwithstanding the articles of association of the company, the persons who are to serve as alternate directors to the directors appointed under subsection (5) and under section 15 of the Worker Participation (State Enterprises) Act, 1977 , shall be appointed by the Minister and shall, subject to subsection (7), have the same term of office as a director appointed under the Worker Participation (State Enterprises) Acts, 1977 and 1988. | ||
(7) Notwithstanding anything contained in the Worker Participation (State Enterprises) Acts, 1977 and 1988, or any order or warrant made thereunder or any other Act, where an appointment is made under subsection (5)— | ||
(a) the term of office of such director of the company appointed under the Worker Participation (State Enterprises) Acts, 1977 and 1988, shall expire on such date as the Minister may by order specify so as to ensure that the number of directors remaining appointed under those Acts shall be the number specified in an order made under section 23 (1) of the Worker Participation (State Enterprises) Act, 1977 , and | ||
(b) the term of office of such alternate director of the company appointed under subsection (6) shall expire on such date as the Minister may by order specify and the Minister shall thereupon appoint as an alternate director the director whose term of office has expired under paragraph (a). | ||
(8) In making an appointment under subsection (6), the Minister shall have regard to the results of the poll, if any, conducted at the last preceding election pursuant to the Worker Participation (State Enterprises) Acts, 1977 and 1988. | ||
(9) Without prejudice to any other rights conferred by the articles of association on an alternate director, a person appointed by the Minister under subsection (6) as an alternate director may attend and participate in meetings of the directors of the company but shall not vote except when the director to whom he or she is an alternate is not present. | ||
(10) A person appointed by the Minister under subsection (6) shall have the same duties and liabilities and enjoy the same exemptions from liabilities as a director of the company. | ||
(11) In this section “former employee” means a person who was entitled, at any time, to vote at a poll in the company held pursuant to the Worker Participation (State Enterprises) Acts, 1977 and 1988 or the Principal Act. |