|
|
|
Amendment of section 30 of Act of 1996 (employee, local authority and other directors)
|
| |
39. (1) The following is substituted for section 30 of the Act of 1996:
|
|
| |
“Chairperson and directors of company
|
|
| |
30. (1) The board of a company shall consist of not more than 8 directors, one of whom shall be its chairperson.
|
|
| |
(2) (a) The directors of a company (including a chairperson), other than the chief executive and the employee director appointed pursuant to subsection (10)(b), shall be appointed by the Minister with the consent of the Minister for Public Expenditure and Reform.
|
|
| |
(b) The directors of a company, 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 (1), that person shall, at the request of a Committee appointed by either House of the Oireachtas or jointly by both Houses of the Oireachtas or a subcommittee of such a committee, attend before it and the Committee shall inform the Minister in writing that such an attendance has occurred.
|
|
| |
(b) Paragraph (a) shall not apply if the period under paragraph (b) of subsection (2) is one year or less.
|
|
| |
(4) There shall be paid to the directors of a company such remuneration (if any) and such allowances for expenses (if any) incurred by them as the Minister, with the consent of the Minister for Public Expenditure and Reform, may from time to time determine.
|
|
| |
(5) Each director of a company shall hold office on such terms (other than terms relating to the payment of remuneration and allowances for expenses) as the Minister determines at the time of his or her appointment.
|
|
| |
(6) A person shall not serve as a director of a company for a period that is longer than 10 years in total.
|
|
| |
(7) (a) In appointing the directors of a company under subsection (2), the Minister 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 company (not being a director to whom the requirements of paragraph (a) apply), the Minister 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.
|
|
| |
(c) In appointing a director of a company under subsection (2), the Minister 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 company.
|
|
| |
(8) In selecting one or more persons to be appointed as a director or directors of a company (not being a director to whom subsection (10)(b) or (c) or section 36 applies), the Minister 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 company (including any subsidiary) or to the port or ports of such company or to any person in connection with the use of the port or ports of the company.
|
|
| |
(b) A person shall not be appointed under subsection (2) as a director of a company if such person—
|
|
| |
(i) is a person on whom a charge was imposed by that company under section 13,
|
|
| |
(ii) was an employee of a person on whom such a charge was so imposed,
|
|
| |
(iii) had, in the opinion of the Minister, 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 of an employee director shall only be held by a company under the Fifth Schedule where, in the opinion of the directors of the company, the average number of its employees is expected to exceed 30 in the accounting year of the company 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 company in its accounting year following the election 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 company following the election, the number of persons expected to be employed under contracts of service by the 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 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), the Minister shall as respects a company appoint the employee of the company who is elected in accordance with the Fifth Schedule to be a director of the company.
|
|
| |
(c) The Minister shall, as respects a company (other than a company to which paragraph (b) relates), appoint a person who, in the opinion of the Minister, is representative of the interests of the employees of the company to be a director of the company.
|
|
| |
(d) Before making any appointment under paragraph (c) the Minister shall consult with any recognised trade union or staff association concerned which, following such consultation, may recommend to the Minister that a particular person be appointed under the said paragraph and the Minister shall consider such a recommendation.
|
|
| |
(e) Without prejudice to the provisions of this Act as respects the term of office of directors of a company and their removal or disqualification from office, the term of office of a director of a company who is appointed under paragraph (b) or (c) and who is an employee of the company shall terminate on his or her resigning or retiring from employment with the company or on his or her being dismissed from such employment.
|
|
| |
(f) The Minister shall, if the person is willing to act as such a director, appoint an employee of a company selected in accordance with paragraph 8 of the Fifth Schedule to fill a casual vacancy arising in the office of a director of the 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 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 the Fifth Schedule.
|
|
| |
(h) An election under the Fifth Schedule shall be held within 12 months after the relevant vesting day or such longer period as may be agreed between the company and any recognised trade union or staff association concerned and in each fifth year thereafter.
|
|
| |
(11) A director of a company may at any time resign his or her directorship by letter addressed to the Minister and the resignation shall take effect from the date specified therein or upon receipt of the letter by the Minister, whichever is the later.
|
|
| |
(12) A director of a company may at any time for stated reasons be removed from office by the Minister, with the consent of the Minister for Public Expenditure and Reform, if, in the Minister’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 Minister to be necessary for the effective performance by the board of a company of the functions of that company.
|
|
| |
(13) In this section a reference to a director of a company includes a reference to its chairperson.”.
|
|
| |
(2) The Fifth Schedule to the Act of 1996 is amended—
|
|
| |
(a) in paragraph 1(1), by substituting “paragraph (a) of section 30(10) ” for “paragraph (a) or (b) of section 30(1) ”,
|
|
| |
(b) in paragraph 4(2), by substituting “section 30(10)(b) ” for “section 30(1)(b) ”, and
|
|
| |
(c) in paragraph 8, by substituting “section 30(10)(f) ” for “section 30(3) ”.
|
|
| |
(3) Nothing in this section shall affect the balance of the term of office of a director of a company appointed before the passing of this Act.
|
