Air Navigation and Transport (Amendment) Act, 1998
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PART IV Administration of Company | ||
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Memorandum and articles of association. |
22.—(1) The company and its subsidiaries shall take such steps as may be necessary under the Companies Acts to alter their memoranda and articles of association for the purpose of making them consistent with this Act. | |
(2) Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum or articles of association of the company shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Finance. | ||
(3) The articles of association of the company shall provide that— | ||
(a) the number of directors of the company shall be not more than 9; | ||
(b) each such director shall be appointed by the Minister with the consent of the Minister for Finance; | ||
(c) each such director shall be appointed for a period not exceeding 5 years and shall be eligible for reappointment; | ||
(d) three of the directors of the company shall be persons appointed under the Worker Participation (State Enterprises) Acts, 1977 to 1993, who are willing to accept office; | ||
(e) each such director may be removed from office by the Minister with the consent of the Minister for Finance; | ||
(f) each such director shall hold office upon such terms and conditions as the Minister may, with the consent of the Minister for Finance, determine; | ||
(g) the company or a subsidiary of the company shall not establish or acquire a subsidiary, or guarantee the borrowings or liabilities of a subsidiary, without the approval of the Minister given with the consent of the Minister for Finance; | ||
(h) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the company and its subsidiaries in undertakings (other than subsidiaries of the company) shall not exceed such amount as may be determined by the Minister from time to time with the approval of the Minister for Finance. | ||
(4) A reference in paragraph (b) of subsection (3) shall not include a reference to an employee director. | ||
(5) Notwithstanding anything contained in this section, a person who immediately before the commencement of this Act held office as a director of the company shall, subject to section 33 and the terms and conditions upon which he or she was appointed, continue in office as such director until the expiration of the period for which he or she was appointed, as if this Act had not been passed. |