Central Bank and Financial Services Authority of Ireland Act 2003

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General procedure.

1.—The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is, subject to this Schedule, to be as determined by the Board. The Board may determine that procedure by means of rules or standing orders or by any other means.

Quorum.

2.—(1) Subject to subparagraph (2), a quorum for all meetings of the Board is 7.

(2) Where the Board is considering budgetary, funding or staffing issues relating to the Regulatory Authority, there is no quorum unless, in addition to complying with subparagraph (1), there is present so many members of the Board as ensures that—

(a) if there is an even number of members present, at least half of them are not members of the Regulatory Authority,

(b) if there is an uneven number of members present, the majority of them are not members of the Regulatory Authority.

Who is to preside at meetings of the Board.

3.—(1) Subject to subparagraph (3), a meeting of the Board is to be presided over by—

(a) the Chairperson, or

(b) in the absence of the Chairperson or if there is no Chairperson—

(i) the Director appointed under section 22 to act as Governor, or

(ii) if no Director has been appointed under that section — a Director elected by the Directors present at the meeting.

(2) If the votes are equal on a motion put at a meeting of the Board, the person who is presiding at the meeting has a casting as well as a deliberative vote.

(3) Where the Board is dealing with—

(a) budgetary or funding issues relating to the Regulatory Authority, or

(b) staffing issues relating to the Bank,

the meeting of the Board must be presided over by the Governor or, where section 22A applies, the Director General of the Bank.

Voting at Board meetings.

4.—A decision supported by a majority of the votes cast at a meeting of the Board at which a quorum is present is the decision of the Board.

Transaction of business otherwise than at ordinary meetings.

5.—(1) The Board may, if it thinks fit, transact any of its business by the circulation of papers among all its members for the time being. A resolution approved in writing by a majority of those members is taken to be a decision of the Board.

(2) The Board may, if it thinks fit, transact any of its business at a meeting at which its members (or some of its members) participate by telephone, closed circuit television or other means, but only if any member who speaks on a matter being considered by the meeting can be heard by the other members. For the purposes of—

(a) the approval of a resolution under subparagraph (1), or

(b) a meeting held in accordance with subparagraph (2),

the members of the Board have the same voting rights as they have at an ordinary meeting of the Board.

(3) Papers may be circulated among Board members for the purposes of subparagraph (1) by the electronic transmission of the information in the papers concerned.

Disclosure of Directors' pecuniary interests.

6.—(1) If—

(a) a Director has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of the Board, and

(b) the interest appears to raise a conflict with the proper performance of the Director's duties in relation to the consideration of the matter,

the Director shall, as soon as possible after the relevant facts have come to the Director's knowledge, disclose the nature of the interest at a meeting of the Board or to the Secretary to the Board who shall advise the next meeting of the Board of the disclosure.

(2) A disclosure by a Director that the Director—

(a) is a director, or is in the employment, of a specified company or other body, or

(b) is a partner, or is in the employment, of a specified person, or

(c) has some other specified interest relating to a specified company or other body or to a specified person,

is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body, or to that person, that may arise after the date of the disclosure and that is required to be disclosed under subparagraph (1).

(3) The Secretary to the Board is required to make and keep a record of particulars of any disclosure made under this paragraph and, subject to section 33AK, to make that record available for inspection at all reasonable hours by any person who asks to see the record.

(4) After a Director has disclosed the nature of any interest in any matter, the Director may not, unless the Board otherwise determines—

(a) be present during any deliberation of the Board with respect to the matter, or

(b) take part in any decision of the Board with respect to the matter.

(5) For the purposes of the making of a determination by the Board under subparagraph (4), a Director who has a direct or indirect pecuniary interest in a matter to which the disclosure relates may not—

(a) be present during any deliberation of the Board for the purpose of making the determination, or

(b) take part in the making by the Board of the determination.

(6) A contravention of this paragraph does not invalidate any decision of the Board.

(7) This paragraph does not apply to or in respect of an interest of a Director in a matter or thing that arises merely because the Director is a contributor to a retirement benefits scheme.

Definitions.

1.—In this Schedule—

‘appointed member’ means a member appointed by the Minister, other than an official member;

‘official member’ means a person is a member by virtue of being the holder of an office specified by the Minister.

PART 2

Members

Terms of office of members.

2.—(1) Appointed members hold office for an indefinite period, but on the fifth anniversary after the commencement of section 33E, and on every subsequent anniversary, 2 of the appointed members are required to retire. Which of those members is or are to retire is to be determined as provided by the Regulatory Authority's rules of procedure.

(2) Appointed members who are required to retire under this paragraph are eligible for re-appointment. However, a person who retires after having served as an appointed member for 15 years is not eligible for reappointment.

Remuneration of members.

3.—An appointed member is entitled to be paid such remuneration (including travelling and subsistence allowances) and be subject to such conditions of service as the Minister determines in respect of the member from time to time.

Deputies of members.

4.—(1) The Minister may, from time to time, appoint a person to be the deputy of an appointed member. The Minister may also revoke such an appointment.

(2) In the absence of an appointed member, the member's deputy—

(a) may, if available, act in the place of the member, and

(b) while so acting, has all the functions of the member.

(3) The deputy of an appointed member who is the Chairperson does not (because of this subparagraph) have the member's functions as Chairperson.

(4) A person while acting in the place of an appointed member is entitled to be paid such allowances as the Minister determines in respect of the person from time to time.

Vacancy in office of member.

5.—(1) A person ceases to be an official member if the person dies or otherwise ceases to hold the office by virtue of which the person is a member.

(2) A person ceases to be an appointed member if the member—

(a) dies, or

(b) completes a term of office and is not re-appointed, or

(c) resigns the office by notice in writing addressed to the Minister, or

(d) has, without the permission of the other members, been absent from meetings of the Regulatory Authority for a consecutive period of 6 months, or

(e) is, with the person's consent, nominated as a candidate for election as a member of either House of the Oireachtas or is nominated as a member of Seanad Éireann, or

(f) is, with the person's consent, nominated as a candidate for election as a member of the European Parliament or to fill a vacancy in the membership of that Parliament, or

(g) is, with the person's consent, nominated as a candidate for election as a member of a local authority, or

(h) is adjudged bankrupt (either in the State or elsewhere) or enters into a composition with the person's creditors, or

(i) becomes physically or mentally incapable of performing the duties of a member, or

(j) is convicted of an offence (either in the State or elsewhere) and sentenced to serve a term of imprisonment for the offence, or

(k) is removed from office under subsection (3).

(3) The Minister may remove an appointed member from office—

(a) for proven misconduct or incompetence, or

(b) in order to enable the Regulatory Authority to function effectively.

Filling vacancy in office of member.

6.—(1) If the office of an appointed member becomes vacant, the Minister is required to arrange for a suitably qualified person to be appointed to fill the vacancy in accordance with this Act within 60 days after the date on which the vacancy occurred.

(2) Subparagraph (1) does not apply if the term of office of the member concerned was due to expire within 60 days after the vacancy occurred.

Disclosure of members' pecuniary interests.

7.—(1) If—

(a) a member has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of the Regulatory Authority, and

(b) the interest appears to raise a conflict with the proper performance of the member's duties in relation to the consideration of the matter,

the member shall, as soon as possible after the relevant facts have come to the member's knowledge, disclose the nature of the interest at a meeting of the Regulatory Authority or to the Secretary to the Authority who shall advise the next meeting of the Regulatory Authority of the disclosure.

(2) A disclosure by a member that the member—

(a) is a member, or is in the employment, of a specified company or other body, or

(b) is a partner, or is in the employment, of a specified person, or

(c) has some other specified interest relating to a specified company or other body or to a specified person,

is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body, or to that person, that may arise after the date of the disclosure and that is required to be disclosed under subparagraph (1).

(3) The Secretary to the Regulatory Authority is required to make and keep a record of disclosure made under this paragraph and, subject to section 33AK, to make that record available for inspection at all reasonable hours by any person who asks to see the record.

(4) After a member has disclosed the nature of any interest in any matter, the member may not, unless the Regulatory Authority otherwise determines—

(a) be present during any deliberation of that Authority with respect to the matter, or

(b) take part in any decision of that Authority with respect to the matter.

(5) For the purposes of the making of a determination by the Regulatory Authority under subparagraph (4), a member who has a direct or indirect pecuniary interest in a matter to which the disclosure relates may not—

(a) be present during any deliberation of that Authority for the purpose of making the determination, or

(b) take part in the making by that Authority of the determination.

(6) A contravention of this paragraph does not invalidate any decision of the Regulatory Authority.

(7) This paragraph does not apply to or in respect of an interest of a member in a matter or thing that arises merely because the member is a contributor to a retirement benefits scheme.

PART 3

Procedure of Regulatory Authority

Procedure for meetings.

8.—(1) The procedure for the calling of meetings of the Regulatory Authority and for the conduct of business at those meetings is, subject to this Schedule, to be as determined by that Authority.

(2) The Regulatory Authority may make rules of procedure, not inconsistent with this Schedule, for the purposes of paragraph 2 and of subparagraph (1) of this paragraph.

Quorum for meetings of Regulatory Authority.

9.—The quorum for a meeting of the Regulatory Authority is a majority of the members.

Who is to preside at meetings of the Regulatory Authority.

10.—(1) A meeting of the Regulatory Authority is to be presided over by—

(a) the Chairperson, or

(b) in the absence of the Chairperson, a member elected by the members present at the meeting.

(2) If the votes are equal on a motion put at a meeting of the Regulatory Authority, the person who is presiding at the meeting has a casting as well as a deliberative vote.

Voting at meetings of the Regulatory Authority.

11.—A decision supported by a majority of the votes cast at a meeting of the Regulatory Authority at which a quorum is present is the decision of that Authority.

Transaction of business of Regulatory Authority otherwise than at ordinary meetings.

12.—(1) The Regulatory Authority may, if it thinks fit, transact any of its business by the circulation of papers among all the members for the time being. A resolution approved in writing by a majority of those members is taken to be a decision of that Authority.

(2) The Regulatory Authority may, if it thinks fit, transact any of its business at a meeting at which members (or some members) participate by telephone, closed circuit television or other means, but only if any member who speaks on a matter being considered by the meeting can be heard by the other members.

(3) For the purposes of—

(a) the approval of a resolution under subparagraph (1), or

(b) a meeting held in accordance with subparagraph (2),

the members have the same voting rights as they have at an ordinary meeting of the Regulatory Authority.

(4) Papers may be circulated among members for the purposes of subparagraph (1) by the electronic transmission of the information in the papers concerned.

First meeting of the Regulatory Authority.

13.—The Chairperson is responsible for calling the first meeting of the Regulatory Authority.”.