Harbours Act 2015
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Chairperson and directors of transferred company | ||
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22. (1) The board of a transferred company shall consist of not more than 8 directors, one of whom shall be its chairperson. | ||
(2) (a) The directors of a transferred company (including a chairperson), other than the chief executive, shall be appointed by the local authority chief executive. | ||
(b) The directors of a transferred company (including a chairperson), other than the chief executive, shall be appointed for a period not exceeding 5 years and, subject to subsection (6), shall be eligible for reappointment. | ||
(3) (a) Prior to a person’s appointment as chairperson under subsection (2), the elected council concerned may by resolution require the person to attend before the council. | ||
(b) Paragraph (a) shall not apply if the period under paragraph (b) of subsection (2) is one year or less. | ||
(c) The Minister may issue guidelines to a local authority for the purposes of this subsection. Such guidelines may include procedures to be followed in respect of the manner and nature of the attendance of the person to be appointed as chairperson before the elected council. A local authority shall comply with any such guidelines. | ||
(4) There shall be paid to the directors of a transferred company such remuneration (if any) and such allowances for expenses (if any) incurred by them as the local authority chief executive concerned, with the consent of the Minister for Public Expenditure and Reform, may from time to time determine. | ||
(5) Each director of a transferred company shall hold office on such terms (other than the payment of remuneration and allowances for expenses) as the local authority chief executive concerned determines at the time of the director’s appointment. | ||
(6) A person shall not serve as a director of a transferred company for a period that is longer than 10 years in total. | ||
(7) (a) In appointing the directors of a transferred company under subsection (2), the local authority chief executive concerned shall ensure that— | ||
(i) at least one director is a person who has wide experience and competence in relation to maritime transport services, | ||
(ii) at least one director is a person who has wide experience and competence in relation to financial matters, | ||
(iii) at least one director is a person who has wide experience and competence in relation to legal matters, and | ||
(iv) at least one director is a person who has wide experience and competence in relation to trade and commerce. | ||
(b) In considering whether to appoint a person to be a director of a transferred company (not being a director to whom the requirements of paragraph (a) apply), the local authority chief executive concerned shall have regard to the desirability of there being appointed persons with wide experience and competence in areas such as— | ||
(i) infrastructure planning and development, | ||
(ii) environmental management and sustainability, | ||
(iii) project finance, | ||
(iv) commercial property management, | ||
(v) public administration, and | ||
(vi) local government. | ||
(c) In appointing a director of a transferred company under subsection (2), the local authority chief executive concerned shall, in so far as practicable and having regard to the relevant experience and competence detailed in paragraphs (a) and (b), ensure an equitable balance between men and women in the composition of the board of a transferred company. | ||
(8) In selecting one or more persons to be appointed as a director of a transferred company (not being the chief executive or a director to whom subsection (10)(b) or (c) applies), a local authority chief executive shall have regard to Government or nationally agreed guidelines which are for the time being extant, or to Government policy, concerning appointments to State boards. | ||
(9) (a) In this subsection “commercial service” means a commercial service to a transferred company (including any subsidiary) or to the port or ports of such a transferred company or to any person in connection with the use of the port or ports of the transferred company. | ||
(b) A person shall not be appointed under subsection (2) as a director of a transferred company if such person— | ||
(i) is a person on whom a charge was imposed by that transferred company under section 13 of the Act of 1996, | ||
(ii) was an employee of a person on whom such a charge was so imposed, | ||
(iii) had, in the opinion of the local authority chief executive concerned, provided a significant commercial service, or | ||
(iv) was an employee of a person who had provided such a service, | ||
at any time during the 3 years immediately preceding the date when the appointment would take effect. | ||
(10) (a) (i) An election under Schedule 3 , as referred to in paragraph (b), of an employee to be a director of a transferred company shall only be held where, in the opinion of the directors of the transferred company, the average number of its employees is expected to exceed 30 in the accounting year of the transferred company (in this subsection referred to as the “relevant accounting year”) that immediately follows the accounting year in which the election is, subject to this subparagraph, due to be held. | ||
(ii) For the purposes of this paragraph the average number of persons to be employed by a transferred company in the relevant accounting year shall be estimated— | ||
(I) by dividing the relevant annual number by the projected number of weeks in that year, where the relevant annual number is ascertained by estimating, for each week of the accounting year of the transferred company following the election, the number of persons expected to be employed under contracts of service by the transferred company in that week (whether throughout the week or not) and adding together all the weekly numbers, or | ||
(II) by establishing that more than 30 of its current full time employees are likely to continue to be so employed full time under contracts of service. | ||
(iii) There shall be included in the accounts for each accounting year of a transferred company— | ||
(I) a statement of the average number of employees that are expected to be employed under contracts of service during the accounting year following that to which the accounts relate, or | ||
(II) a statement that more than 30 of its current full time employees are likely to continue to be so employed full time under contracts of service during the accounting year following that to which the accounts relate. | ||
(b) Subject to paragraph (a), a local authority chief executive shall appoint the employee of the transferred company who is elected in accordance with Schedule 3 to be a director of the transferred company. | ||
(c) A local authority chief executive shall appoint to be a director of a transferred company (other than a transferred company to which paragraph (a) applies) a person who, in the opinion of that chief executive, is representative of the interests of the employees of the transferred company. | ||
(d) Before making any appointment under paragraph (c) a local authority chief executive shall consult with any recognised trade union or staff association concerned which, following such consultation, may recommend to the local authority chief executive concerned that a particular person be appointed under that paragraph and the local authority chief executive shall consider such a recommendation. | ||
(e) Without prejudice to the provisions of this Act or the Act of 1996 as respects the term of office of directors of a transferred company and their removal or disqualification from office, the term of office of a director of a transferred company who is appointed under paragraph (b) or (c) and who is an employee of the transferred company shall terminate on his or her resigning or retiring from employment with the transferred company or on his or her being dismissed from such employment. | ||
(f) A local authority chief executive shall, if the person is willing to act as such a director, appoint an employee of a transferred company selected in accordance with paragraph 8 of Schedule 3 to fill a casual vacancy arising in the office of a director of the transferred company appointed under paragraph (b) for the remainder of the term of office for which that director had been appointed. | ||
(g) A director of a transferred company appointed under paragraph (b) or (c) shall, subject to this section, be eligible for nomination as a candidate, and for election, at an election under Schedule 3 . | ||
(11) A director of a transferred company may at any time resign his or her directorship by letter addressed to the local authority chief executive concerned and the resignation shall take effect from the date specified therein or upon receipt of the letter by the local authority chief executive, whichever is the later. | ||
(12) A director of a transferred company may at any time for stated reasons be removed from office by the local authority chief executive concerned, if, in the local authority chief executive’s opinion, the director has become incapable through ill-health of performing his or her functions, or has committed stated misbehaviour, or his or her removal appears to the local authority chief executive to be necessary for the effective performance by the board of a transferred company of the functions of that transferred company. | ||
(13) Nothing in this section shall affect the balance of the term of office of a director of a transferred company appointed before the company transfer day of the transferred company concerned. | ||
(14) In this section a reference to a director of a transferred company includes a reference to its chairperson. |