Gas (Amendment) and Miscellaneous Provisions Act 2024
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Amendment of Act of 2013 | ||
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20. The Act of 2013 is amended— | ||
(a) in section 2— | ||
(i) by the substitution of the following definition for the definition of “majority shareholding Minister”: | ||
“ ‘majority-shareholding Minister’ has the same meaning as it has in the Gas (Amendment) and Miscellaneous Provisions Act 2024;”, | ||
and | ||
(ii) by the insertion of the following definitions: | ||
“ ‘board of directors’ means the board of directors of the network company appointed under section 7A; | ||
‘chief executive officer’ means, subject to section 7B(6), the person appointed to be the chief executive officer of the network company under that section; | ||
‘director’ means, other than in subsection (1) of section 7A, a person appointed to the board of directors under that section or the chief executive officer;”, | ||
(b) by the substitution of the following section for section 6: | ||
“6. (1) The constitution of the network company shall be in such form, consistent with the Companies Act 2014 , this Act, the Gas Act 1976 , the Gas (Amendment) and Miscellaneous Provisions Act 2024, and the Natural Gas Directive, as may be approved by the majority-shareholding Minister with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform. | ||
(2) The principal objects of the network company stated in its constitution shall include the ownership and operation of the transmission system and the distribution system in a manner consistent with this Act, the Gas Act 1976 , the Gas (Amendment) and Miscellaneous Provisions Act 2024, and the Natural Gas Directive. | ||
(3) Notwithstanding anything contained in the Companies Act 2014 , no alteration of the constitution of the network company shall be valid or effectual unless made with the prior approval of the majority shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.”, | ||
(c) by the insertion of the following sections before section 8: | ||
“Appointment of board of directors of network company | ||
7A. (1) Subject to section 7B(6), each director of the network company standing appointed pursuant to section 7 immediately before the transfer day shall cease to be a director of the network company on the transfer day. | ||
(2) The network company shall have a board (in this Act referred to as the ‘board of directors’) which shall consist of at least 5 and not more than 9 directors (including its chairperson and the chief executive officer), each of whom shall be appointed by the majority-shareholding Minister, having consulted with the Minister for Public Expenditure, National Development Plan Delivery and Reform. | ||
(3) The majority-shareholding Minister, having consulted with the Minister for Public Expenditure, National Development Plan Delivery and Reform, shall appoint one of the directors (other than the chief executive officer) to be its chairperson. | ||
(4) The board of directors may act notwithstanding one or more vacancies among its directors subject to having a quorum of 3. | ||
(5) There may be paid to the directors, out of moneys at the disposal of the network company, such allowances for expenses incurred by them as the majority-shareholding Minister, with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform, may determine. | ||
(6) The majority-shareholding Minister shall, in so far as is practicable, endeavour to ensure that among the directors there is an equitable balance between men and women. | ||
(7) A director (other than the chief executive officer) shall hold office for such period, not exceeding 5 years from the date of his or her appointment, as the majority-shareholding Minister shall determine. | ||
(8) A director (other than the chief executive officer) whose term of office expires by effluxion of time shall be eligible for reappointment to the board of directors provided he or she does not hold office for more than 2 terms of office, whether the terms are served consecutively or otherwise. | ||
(9) An appointment to the board of directors and the appointment of the company secretary of that board of directors shall each be subject to such terms and conditions as are set out in the constitution of the network company. | ||
(10) A person shall not be appointed or act as a director if he or she is a director or an officer of a company or other body corporate which engages, within or outside the State, in— | ||
(a) the supply of natural gas, | ||
(b) the shipping of natural gas, | ||
(c) the production of natural gas, | ||
(d) the supply of electricity, or | ||
(e) the generation of electricity. | ||
(11) (a) The majority-shareholding Minister may, at any time, remove a director (other than the chief executive officer) from office if the majority-shareholding Minister is of the opinion that— | ||
(i) the director has become incapable through ill-health of performing the functions of such director, | ||
(ii) the director has committed stated misbehaviour, | ||
(iii) the director has contravened subsection (10) or section 10(1), or | ||
(iv) the removal of the director appears to the majority-shareholding Minister to be necessary for the effective performance by the network company of its functions. | ||
(b) Where a person is removed from office pursuant to paragraph (a), he or she shall cease to be qualified, and cease, to be a director. | ||
(12) A director may resign from office by giving notice in writing to the majority shareholding Minister of his or her resignation and the resignation shall take effect on the day on which the majority-shareholding Minister receives the notice. | ||
(13) In this section and section 7B, ‘transfer day’ has the same meaning as it has in the Gas (Amendment) and Miscellaneous Provisions Act 2024. | ||
Chief executive officer | ||
7B. (1) Subject to subsection (6), the board of directors shall, with the consent of the majority-shareholding Minister, appoint the chief executive officer of the network company. | ||
(2) The chief executive officer shall— | ||
(a) carry on, manage and control generally, the administration of the network company, and | ||
(b) advise the directors of the network company in relation to the performance by the network company of its functions. | ||
(3) Subject to section 7A(2), the chief executive officer shall be an ex officio director but he or she shall not be the chairperson. | ||
(4) The chief executive officer shall not hold any other office or occupy any other position in respect of which emoluments are payable or carry on any business without the consent of the board of directors of the network company. | ||
(5) Subject to subsection (6), the chief executive officer shall hold office under a written contract of service for such term, and subject to such terms and conditions (including terms and conditions relating to remuneration, allowances and superannuation) as are specified in the contract, as may be determined by the board of directors with the approval of the majority-shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform. | ||
(6) The person who stands appointed as chief executive officer of the network company immediately before the transfer day shall, for the remainder of his or her term of office, continue to— | ||
(a) hold that office upon and subject to the same terms and conditions as applied to his or her appointment immediately before the transfer day, and | ||
(b) be an ex officio director. | ||
(7) The chief executive officer may, with the consent of the majority shareholding Minister, be removed from office by the board of directors for stated reasons.”, | ||
and | ||
(d) in section 12— | ||
(i) by the substitution of the following subsection for subsection (2): | ||
“(2) Subsection (1) shall not operate to prohibit the disclosure of confidential information by a person referred to in that subsection where— | ||
(a) the board of directors of the network company authorises the disclosure, | ||
(b) the disclosure is made to the board of directors of the network company, the chief executive officer or a member of the staff of the network company, | ||
(c) the disclosure is made in the performance of functions of the network company, | ||
(d) the disclosure is made by or on behalf of the network company to the Minister, the majority-shareholding Minister, the Minister for Public Expenditure, National Development Plan Delivery and Reform or the Minister for Finance, | ||
(e) the disclosure is made in compliance with a requirement of this Act or the Gas Act 1976 or is otherwise required by law, | ||
(f) the disclosure is made by a person in the circumstances referred to in section 35 (2) of the Ethics in Public Office Act 1995 , | ||
(g) the disclosure is a protected disclosure (within the meaning of the Protected Disclosures Act 2014 ), or | ||
(h) the disclosure is made to a member of the Garda Síochána and, in the opinion of the person making the disclosure, the information may relate to the commission of an offence (whether an offence under this Act or not).”, | ||
and | ||
(ii) by the insertion of the following subsection after subsection (3): | ||
“(4) A person who contravenes subsection (1) shall be guilty of an offence and shall be liable on summary conviction to a class D fine.”. |