Harbours Act 2015

Harbours Act 2015 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 2015 Harbours Act 2015 Harbours Act 2015 Permanent Page URL View by SectionAmharc de réir Ailt View Full ActAmharc ar an Acht Iomlán Bill History Stair Bille Commencement, Amendments, SIs made under the Act Tosach Feidhme, Leasuithe, IRí arna ndéanamh faoin Acht Open PDFOscail PDF Print Full ActPriontáil an tAcht Iomlán Number 61 of 2015 HARBOURS ACT 2015 CONTENTS PART 1 Preliminary and General Section 1. Short title and collective citation 2. Definitions 3. Expenses 4. Orders 5. Repeals and revocations 6. Temporary appointment of additional directors 7. Stamp duty not chargeable on transfer of shares or property under Act PART 2 Transfer of Shareholding of Companies to Local Authorities Chapter 1 Transfer of shareholdings to local authorities 8. Transfer of shareholding of company 9. Future disposal or issue of shares 10. General Ministerial powers of direction Chapter 2 Matters relating to administration of transferred companies 11. Non-application of certain provisions of Act of 1996 to transferred company 12. Consequential amendments to Act of 1996 13. Form of memorandum and articles of association of transferred company 14. Restriction on alteration of memorandum or articles of association of transferred company 15. Commercial activities outside harbour limits by transferred company 16. Provisions with respect to sale, leasing and acquisition of land by transferred company 17. Payment of dividends by transferred company 18. Power to borrow by transferred company 19. Accounts and audits of transferred company 20. Chairperson’s report 21. Performance review of transferred company 22. Chairperson and directors of transferred company 23. Accountability of chairperson and chief executive to local authority 24. Disclosure by directors of transferred companies of certain interests 25. Chief executive of transferred company 26. Superannuation schemes of transferred company 27. General policy power of direction in relation to transferred company PART 3 Transfer and Dissolution of Companies 28. Transfer and dissolution of company 29. Continuance of harbour and pilotage limits of dissolved company 30. Provisions with respect to staff of dissolved company 31. Superannuation with respect to staff of dissolved company 32. Transfer of property, rights and liabilities of dissolved company 33. Final accounts of dissolved company PART 4 Bantry Bay Harbour and Dundalk Harbour 34. Future transfer of Bantry Bay Harbour 35. Future transfer of Dundalk Harbour 36. Pilotage district of Dundalk Harbour PART 5 Amendment of Harbours Act 1996 37. Amendment of section 2 of Act of 1996 (interpretation) 38. Amendment of section 17 of Act of 1996 (articles of association) 39. Amendment of section 30 of Act of 1996 (employee, local authority and other directors) 40. Accountability to Oireachtas committees 41. Amendment of section 32 of Act of 1996 (disclosure by directors of certain interests) 42. Amendment of section 34 of Act of 1996 (membership of either House of Oireachtas, European Parliament or local authority) 43. Amendment of section 41 of Act of 1996 (existing superannuation schemes, establishment of pension funds, arrangements for pilots) 44. Amendment of section 43 of Act of 1996 (transfer of functions from one company to another company) 45. Amendment of section 44 of Act of 1996 (general Ministerial powers) 46. Amendment of section 72 of Act of 1996 (pilotage exemption certificates) 47. Amendment of section 79 of Act of 1996 (power of Minister to re-organise provision of pilotage services) 48. Amendment of section 83 of Act of 1996 (adaption of references in enactments to harbour authorities and pilotage authorities) 49. Amendment of section 91 of Act of 1996 (limits of harbours under the control or management of local authorities) 50. Amendment of Third Schedule to Act of 1996 (limits of harbours and pilotage districts) Dublin Port Company PART 6 Amendment of Merchant Shipping Act 1992 and Fishery Harbour Centres Act 1968 51. Amendment of Merchant Shipping Act 1992 52. Amendment of Fishery Harbour Centres Act 1968 SCHEDULE 1 Companies to which an Order under Section 8 or 28 may refer SCHEDULE 2 Consequential Amendments to the Act of 1996 in respect of a Transferred Company SCHEDULE 3 Election of Employee Director of Transferred Company Acts Referred to Adoptive Leave Acts 1995 and 2005 Carer’s Leave Act 2001 (No. 19) Companies Act 2014 (No. 38) Companies Acts European Parliament Elections Act 1997 (No. 2) Fishery Harbour Centres (Amendment) Act 1992 (No. 10) Fishery Harbour Centres Act 1968 (No. 18) Foreshore Act 1933 (No. 12) Harbours (Amendment) Act 2009 (No. 26) Harbours Act 1946 (No. 9) Harbours Act 1947 (No. 34) Harbours Act 1996 (No. 11) Local Government Act 2001 (No. 37) Local Government Reform Act 2014 (No. 1) Maritime Safety Act 2005 (No. 11) Maternity Protection Acts 1994 and 2004 Merchant Shipping (Certification of Seamen) Act 1979 (No. 37) Merchant Shipping Act 1947 (No. 46) Merchant Shipping Act 1992 (No. 2) Merchant Shipping Acts 1894 to 2014 Minimum Notice and Terms of Employment Acts 1973 to 2005 Organisation of Working Time Act 1997 (No. 20) Parental Leave Acts 1998 and 2006 Pensions Act 1990 (No. 25) Planning and Development Act 2000 (No. 30) Planning and Development Acts 2000 to 2014 Protection of Employees (Fixed-Term Work) Act 2003 (No. 29) Protection of Employees (Part-Time Work) Act 2001 (No. 45) Public Service Pensions (Single Scheme and Other Provisions) Act 2012 (No. 37) Redundancy Payments Acts 1967 to 2014 Sport Ireland Act 2015 (No. 15) Stamp Duties Consolidation Act 1999 (No. 31) Terms of Employment (Information) Acts 1994 to 2012 Unfair Dismissals Acts 1977 to 2007 Vehicle Clamping Act 2015 (No. 13) Number 61 of 2015 HARBOURS ACT 2015 An Act to allow for the transfer of shareholdings in certain port companies to local authorities, for the transfer of certain port companies to local authority control and for the dissolution of certain port companies, to amend and extend the Harbours Acts 1996 to 2015, to repeal the Harbours Acts 1946 and 1947 and to amend the Merchant Shipping Act 1992 and the Fishery Harbour Centres Act 1968 and to provide for connected matters. [25 th December, 2015] Be it enacted by the Oireachtas as follows: PART 1 Preliminary and General Short title and collective citation 1. (1) This Act may be cited as the Harbours Act 2015. (2) The collective citation “the Harbours Acts 1996 to 2015” includes this Act, other than Part 6. (3) The Merchant Shipping Acts 1894 to 2014 and section 51 may be cited together as the Merchant Shipping Acts 1894 to 2015. (4) The collective citation “the Fishery Harbour Centres Acts 1968 to 2015” includes section 52 . Definitions 2. In this Act— “Act of 1996” means Harbours Act 1996 ; “chief executive” means a chief executive of a transferred company; “company” means a company formed under section 7 of the Act of 1996; “company transfer and dissolution day” shall be construed in accordance with section 28 ; “company transfer day” shall be construed in accordance with section 8 ; “dissolved company” means a company or companies specified in an order made under section 28 ; “elected council” shall be construed in accordance with section 2 of the Local Government Act 2001 ; “harbour” shall be construed in accordance with section 2 of the Act of 1996 (as amended by section 37 ); “harbour master” shall be construed in accordance with section 37(1) of the Act of 1996; “local authority” means a local authority within the meaning of section 2 of the Local Government Act 2001 (as amended by Part 1 of Schedule 1 to the Local Government Reform Act 2014 ); “local authority chief executive”, in relation to a transferred company, means the chief executive (within the meaning of section 144 (inserted by section 54 of the Local Government Reform Act 2014 ) of the Local Government Act 2001 ) of the local authority in which shares in the company have been vested by an order made under section 8 ; “Minister” means Minister for Transport, Tourism and Sport; “subsidiary” has the meaning assigned to it by section 2 (as amended by section 37 ) of the Act of 1996; “transferred company” means a company or companies specified in an order made under section 8 . Expenses 3. The expenses incurred by the Minister in the administration of the Act shall, to such extent as may be sanctioned by the Minister for Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas. Orders 4. Every order (other than an order made under section 8 or 28 ) made under this Act shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House sits after the order is laid before it, the order is annulled, but without prejudice to the validity of anything previously done under it. Repeals and revocations 5. (1) The following are repealed: (a) the Harbours Act 1946 ; (b) the Harbours Act 1947 . (2) The Port Companies (Appointment of Local Authority Directors) Regulations 2002 ( S.I. No. 34 of 2002 ) are revoked. Temporary appointment of additional directors 6. (1) Notwithstanding section 30(1) of the Act of 1996 (as amended by section 39 ) and the memorandum and articles of association of a company, the Minister may, in respect of a company referred to in Schedule 1 , appoint 2 additional directors to the board of a company for a period specified under subsection (4). (2) In respect of an appointment under subsection (1), the Minister may consult with the chief executive of the local authority in which shares in a company are proposed to be vested under section 8 or to which a company’s harbour is proposed to be transferred under section 28 and the chief executive of that local authority may, following such consultation, recommend to the Minister that a particular person be appointed under subsection (1) and the Minister shall consider such a recommendation. (3) Subsections (4), (5), (7), (9), (11) and (12) of section 30 (as amended by section 39 ) and section 34 (as amended by section 42 ) of the Act of 1996 apply to a person appointed under subsection (1). (4) A director appointed under subsection (1) shall be appointed for a period specified by the Minister which period shall expire on— (a) 31 July 2018, or (b) such earlier date as the Minister may specify in the appointment. (5) In this section “chief executive” means the chief executive within the meaning of section 144 (inserted by section 54 of the Local Government Reform Act 2014 ) of the Local Government Act 2001 of the local authority concerned. Stamp duty not chargeable on transfer of shares or property under Act 7. The Stamp Duties Consolidation Act 1999 is amended by inserting after section 99B (inserted by section 28 of the Sport Ireland Act 2015 ) the following: “Harbours Act 2015 99C. Stamp duty shall not be chargeable on any instrument under which ownership of— (a) any shares stand vested in a local authority under section 8 of the Harbours Act 2015, or (b) any land, easement, way-leave, water right or any other right over or in respect of land or water is transferred under sections 28 , 32 , 34 and 35 of the Harbours Act 2015.”. PART 2 Transfer of Shareholding of Companies to Local Authorities Chapter 1 Transfer of shareholdings to local authorities Transfer of shareholding of company 8. (1) The Minister may, with the consent of the Minister for Public Expenditure and Reform and the Minister for the Environment, Community and Local Government, in respect of a company referred to in Schedule 1, by order provide that, without the need for any instrument of transfer or other form of assignment, ownership of all shares in the share capital of the company concerned— (a) held by the Minister and the Minister for Public Expenditure and Reform, and (b) held in trust for the Minister, shall vest in a local authority specified in the order on such day as is specified in the order (in this Act referred to as a “company transfer day”). (2) No consideration shall be payable by the local authority specified in an order made under this section in respect of the shares vested in that local authority under this section. Future disposal or issue of shares 9. (1) (a) Subject to paragraphs (b) and (c), a local authority chief executive may, at such time or times as appear to him or her appropriate, sell, transfer, exchange, surrender or otherwise dispose of any shares vested in the local authority of which he or she is the chief executive by order made under section 8. (b) The number of shares the subject of a sale, transfer or other disposal under paragraph (a) (or the aggregate number of shares the subject of sales, transfers or other disposals under that paragraph) shall not exceed 49 per cent of the issued share capital, at the time of the sale, transfer or other disposal, of the transferred company concerned. (c) A local authority chief executive shall not dispose of any shares or acquire new shares in a transferred company without— (i) the consent by resolution of the elected council concerned, and (ii) the approval of the Minister, given after consultation with the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform. (2) Subject to subsection (1), a transferred company may in accordance with the Companies Act 2014 — (a) issue new shares, and (b) divide and sub-divide shares into one or more than one class and attach thereto respectively any preferential, deferred, qualified or special rights or conditions. (3) (a) Subject to subsection (1), the local authority chief executive concerned may enter into one or more than one agreement in connection with the sale or issue of shares in a transferred company or enter into one or more than one agreement in connection with both the sale and issue of shares in a transferred company, and any such agreement may include— (i) representations, warranties and indemnities and provisions relating thereto, (ii) provisions customarily contained in a shareholders’ agreement or an underwriting agreement, and (iii) such other matters as the local authority chief executive may agree to. (b) Without prejudice to the generality of the foregoing an agreement referred to in paragraph (a) may include provisions relating to— (i) amendments to the memorandum of association or articles of association of the transferred company, (ii) directors, (iii) shareholders, (iv) voting rights, (v) dividend policy, (vi) investments, and (vii) restrictions on alienability of shares. (4) Section 82 of the Companies Act 2014 shall not apply to— (a) any representation made or warranty or indemnity given by a transferred company or any subsidiary of a transferred company in connection with the sale or transfer by the local authority chief executive concerned, or the issue by a transferred company of any shares in the transferred company, or (b) any financial obligations undertaken by a transferred company or any subsidiary of a transferred company in connection with the sale or transfer by the local authority chief executive concerned of any shares in the transferred company or the issue by a transferred company of any shares in the transferred company, for the purposes of an agreement entered into by that local authority chief executive under subsection (3). General Ministerial powers of direction 10. (1) The Minister may, after consultation with the Minister for the Environment, Community and Local Government and the local authority chief executive concerned, give a direction in writing to a transferred company, requiring it to comply with— (a) policy decisions of a general kind made by the Minister in relation to— (i) the development of harbours, (ii) navigational safety, and (iii) security and operations generally in harbours, and (b) such policies of Government as may be specified in the direction. (2) A transferred company shall comply with a direction given to it under this section. (3) Subsection (1) shall not be construed as enabling the Minister to exercise any power or control in relation to the performance in particular circumstances by a transferred company of a function conferred on it by or under this Act, the Act of 1996 or any other Act. Chapter 2 Matters relating to administration of transferred companies Non-application of certain provisions of Act of 1996 to transferred company 11. Sections 10, 12A, 15, 17, 18, 22, 23, 27, 28, 29, 30, 32, 35, 36, 40, 41, 44 of, and the Fifth Schedule to, the Act of 1996 shall not apply to a transferred company on and from the company transfer day. Consequential amendments to Act of 1996 12. The Act of 1996 is amended as provided for in Schedule 2. Form of memorandum and articles of association of transferred company 13. (1) (a) The memorandum and articles of association of a transferred company on and from the company transfer day shall be in such form consistent with this Act and the Act of 1996 as may be approved by the local authority chief executive concerned. (b) Subject to section 14 , a transferred company shall, as soon as practicable after the company transfer day, make such amendments, if any, to its memorandum and articles of association as it considers necessary or expedient in consequence of the vesting of shares by virtue of an order under section 8. (2) The articles of association of a transferred company shall provide that— (a) the transferred company shall consult with any recognised trade union or staff association concerned for the purposes of negotiations in relation to pay and conditions of service of members of its staff, (b) the transferred company shall not establish or acquire a subsidiary without the approval of the local authority chief executive, (c) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the transferred company in undertakings (other than subsidiaries) shall not exceed €1,250,000 without the approval of the local authority chief executive. (3) (a) Subject to paragraph (b), a harbour master may attend formal meetings of directors of the transferred company by whom he or she is employed and may, if the directors, in their discretion, permit him or her to do so, take part in the deliberations by those directors of any matter arising at such a meeting. (b) The directors of a transferred company may, where they are of the opinion that the attendance by the harbour master at a particular meeting aforesaid or at a part of such a meeting would not be in the best interests of the proper and orderly conduct by them of business at that meeting or the administration of the transferred company’s affairs generally, require the harbour master not to exercise his or her right to attend that meeting or a specified part of that meeting and the harbour master shall comply with such a requirement. (c) Nothing in this subsection shall be construed as conferring on a harbour master a right to cast a vote in respect of any matter arising at a meeting aforesaid. Restriction on alteration of memorandum or articles of association of transferred company 14. Notwithstanding anything contained in the Companies Act 2014 , no alteration made on or from the company transfer day in the memorandum and articles of association of a transferred company or of any subsidiary shall be valid or effectual unless made with the prior approval of the local authority chief executive concerned. Commercial activities outside harbour limits by transferred company 15. (1) Subject to subsection (2), where it appears to a transferred company to be requisite, advantageous or incidental to the performance by it of its other functions under this Act or the Act of 1996 in respect of its harbour, the transferred company may on and from the company transfer day invest in or engage in commercial activities outside the limits of its harbour. (2) A transferred company shall not engage in a commercial activity to which subsection (1) relates unless it has received the prior approval for such activity from the local authority chief executive concerned. Provisions with respect to sale, leasing and acquisition of land by transferred company 16. (1) (a) A decision by a transferred company to acquire any land or to dispose of any of its land (whether by sale or the grant of a lease) shall only be made by the directors of the transferred company. (b) Section 183 of the Local Government Act 2001 does not apply to any decision by the directors of a transferred company made under paragraph (a). (2) Subject to subsection (4)(a), the consideration for which any land is sold by a transferred company shall, in so far as is practicable, not be less than its open market value. (3) The rent to be reserved under a lease of land granted by the transferred company shall be of an amount not less than the open market rent obtainable for that land save that a rent of below such an amount may be reserved under such a lease if— (a) in case any business or trade is to be carried on at the land, the transferred company considers that, having regard to— (i) the amount of business or trade that is likely to be transacted at the land, or (ii) the effect the granting of the lease is otherwise likely to have on the amount of business or trade transacted in its harbour, it is appropriate to reserve a rent at below such an amount, or (b) in any other case, the local authority chief executive concerned consents to the reservation of a rent at below such an amount. (4) (a) In making any decision as to— (i) the acquisition of land or the consideration to be paid for such acquisition, or (ii) the disposal of any land or the consideration to be accepted, the directors of a transferred company shall have regard to any Government policy or guidelines in relation to the acquisition of land or the disposal of land, as appropriate, by State enterprises which is or are for the time being extant. (b) Without prejudice to paragraph (a), where a transferred company proposes to acquire land it shall cause a valuation of the land to be made by an appropriately qualified independent person. (c) In this subsection “State enterprise” means a company (within the meaning of the Companies Act 2014 ) one or more shares in the shareholding of which is held by a Minister of the Government, or a transferred company, and the principal objects of which (as stated in its memorandum of association) are prescribed in whole or part by statute. Payment of dividends by transferred company 17. (1) All amounts representing dividends or other moneys received by a local authority in respect of shares held by it in the share capital of a transferred company shall be disposed of for the benefit of the local authority in such manner as the elected council may by resolution decide. (2) This section is without prejudice to any provision of an agreement entered into under section 9 . Power to borrow by transferred company 18. (1) A transferred company or a subsidiary may, with the approval of the local authority chief executive concerned, raise or borrow money (including money in a currency other than the currency of the State) including, by means of the issue of debentures (or other debt security) or otherwise. (2) A transferred company or a subsidiary may borrow money (including money in a currency other than the currency of the State) temporarily but the aggregate standing unrepaid at any time of such borrowings by a transferred company and a subsidiary or either of them shall not exceed such amount as may stand approved for the time being by the local authority chief executive. (3) The aggregate at any one time of moneys standing borrowed by a transferred company and a subsidiary or either of them under this section shall not exceed the higher of— (a) such amount, not exceeding €200,000,000, as the Minister for the Environment, Community and Local Government, with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance, after consultation with the Minister, approves with respect to a particular transferred company or subsidiary, or (b) 50 per cent of the value of so much of the transferred company’s or subsidiary’s assets, as the case may be, as are treated as fixed assets for the purposes of its accounts. (4) In respect of borrowings under this section by a transferred company or a subsidiary and for the purposes of paragraph (b) of subsection (3), the Minister for the Environment, Community and Local Government may, with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance, after consultation with the Minister, by order provide for a percentage, other than 50 per cent, to apply, having regard to— (a) the needs of the transferred company or subsidiary, (b) the purpose of the borrowing and the ability of the transferred company or subsidiary to make repayments, and (c) the financial stability generally of the transferred company or subsidiary. Accounts and audits of transferred company 19. (1) A transferred company shall keep all proper and usual accounts in accordance with the requirements of the Companies Act 2014 . (2) Accounts kept in pursuance of subsection (1) shall be submitted annually by a transferred company to an auditor for audit and, immediately after such audit, copies of the profit and loss account, the cash flow statement, the balance sheet, such other (if any) of the accounts kept by a transferred company as the local authority chief executive concerned may direct, the auditor’s report on the accounts and the report to the shareholders for the accounting year in question, shall be presented by the transferred company to the local authority chief executive who shall as soon as may be furnish a copy to each member of the elected council. (3) A transferred company shall, if so required by the local authority chief executive concerned, furnish to the local authority chief executive, in such form and in respect of such period, as may be approved of by the local authority chief executive, such information as he or she may require in respect of any balance sheet or other account or any report on its accounts of the transferred company or any of its subsidiaries or in relation to the policy and operations (other than day-to-day operations) of the transferred company or any of its subsidiaries. Chairperson’s report 20. (1) The chairperson of a transferred company shall, not later than 4 months after the end of each accounting year, make a report to the local authority chief executive concerned of the transferred company’s activities and those of any subsidiaries during that year. (2) A report under this section shall include— (a) (i) a statement of all significant developments involving the transferred company which occurred in that year (including the acquisition of shares or establishment of subsidiaries by the transferred company), and (ii) in so far as such a description is not included in a statement referred to in sub paragraph (i), a description of any acquisitions or disposals of land made by the transferred company during that year, (b) a statement of the transferred company’s borrowings, (c) a description of each of the following things the chairperson anticipates will occur in the accounting year next following that year, namely— (i) acquisitions of land by the transferred company, (ii) disposals by the transferred company of any of its land (whether by sale or the grant of a lease), and (iii) such other matters in the accounting year next following that year (or, where the chairperson considers it appropriate in any particular case, any subsequent accounting year) which may affect the transferred company to any significant extent, (d) a statement, to the best of the chairperson’s knowledge or belief, with regard to the transferred company, as to whether— (i) each of the following has been complied with or adhered to, that is to say— (I) the requirements of this Act and the Act of 1996 or any other enactment in relation to the accounts of a transferred company and statements as to the financial affairs of a transferred company, (II) section 24 , (III) directions under section 10 (1) or 27 (1), (IV) the requirements of any enactment or instrument made under an enactment, in relation to the entering by a public authority into a contract with any person for the provision of goods or services by that person to such authority, and (V) any code of conduct for the directors and members of staff of State enterprises issued by the Government or the Minister for Public Expenditure and Reform, and (ii) regard has been had to guidelines issued by the Government or the Minister for Public Expenditure and Reform— (I) in relation to the entering by a public authority into a contract with any person for the provision of goods or services by that person to such authority, (II) in relation to the accounts of State enterprises or statements in respect of their financial affairs, and (III) in relation to the remuneration to be paid by State enterprises to their chief executives, (e) where anything referred to in paragraph (d)(i) is stated not to have been complied with or adhered to, an explanation as to why there was a failure to comply with it or adhere to it, (f) where anything referred to in paragraph (d)(ii) is stated that regard has not been given to, an explanation as to why there was a failure to have regard to it, and (g) a statement— (i) 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) 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, as determined in accordance with section 22 (10)(a)(ii). (3) In this section— “public authority” means— (a) a Minister of the Government, (b) a local authority, (c) a body established— (i) by or under any enactment (other than the Companies Act 2014 (or the prior Companies Acts within the meaning of that Act)) or charter, or (ii) by any scheme administered by the Government, (d) a company formed under the Companies Act 2014 (or the prior Companies Actswithin the meaning of that Act), in pursuance of powers conferred by or under another enactment, and financed wholly or partly, whether directly or indirectly, by means of moneys provided, or loans made or guaranteed, by a Minister of the Government or by subscription for shares held by or on behalf of a Minister of the Government, (e) a company (within the meaning of the Companies Act 2014 ) a majority of the shares in which are held by or on behalf of a Minister of the Government, or (f) a transferred company; “State enterprises” has the same meaning as it has in section 16 (4). Performance review of transferred company 21. (1) A local authority chief executive— (a) shall at the end of the period of 3 years beginning on the company transfer day of a company to the local authority of which he or she is its chief executive, and (b) may at the end of each subsequent period of 5 years beginning on the expiration of the last previous period, appoint a suitably qualified person to carry out an examination as to the efficiency and cost-effectiveness of the performance by the transferred company of its functions and to report in writing to the local authority chief executive of the results of the examination. (2) Any examination and report referred to in subsection (1) shall be completed by the person appointed under that subsection within the period of 4 months from the date of his or her appointment. (3) A local authority chief executive shall submit a copy of a report under subsection (1) to the transferred company to which the report relates. (4) A local authority chief executive shall report to the elected council on the findings of a report under subsection (1). Chairperson and directors of transferred company 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. Accountability of chairperson and chief executive to local authority 23. (1) The elected council of a local authority specified in an order under section 8 may by resolution require the chairperson, or the chief executive, or both, of the transferred company to which the order relates, to attend before that council to give account for the administration of the transferred company. (2) Neither the chairperson nor the chief executive of a transferred company referred to in subsection (1) shall be required to attend before the elected council if a resolution referred to in that subsection was made within a period of 6 months of the making of the last such resolution. (3) Any account given under subsection (1) shall relate to the functions of the transferred company under this Act and the Act of 1996 but that subsection shall not require there to be disclosed any information that is determined by the transferred company to be of a commercially sensitive nature. Disclosure by directors of transferred companies of certain interests 24. (1) Where at a meeting of the directors of a transferred company or a subsidiary any of the following matters arises, namely— (a) an arrangement to which the transferred company or any subsidiary is a party or a proposed such arrangement, (b) a contract or other agreement with the transferred company or any subsidiary or a proposed such contract or other agreement, (c) the giving, grant or renewal by the transferred company or any subsidiary of a certificate, licence, authorisation or instrument of approval, or (d) the revocation, cancellation, withdrawal, suspension or endorsement by the transferred company or any subsidiary of a certificate, licence, authorisation or instrument of approval, then any director of the transferred company or the first-mentioned subsidiary present at the meeting who otherwise than in his or her capacity as such a director has a material interest in the matter shall— (i) at the meeting disclose to the transferred company or the first-mentioned subsidiary the fact of such interest and the nature thereof, (ii) neither influence nor seek to influence a decision to be made in relation to the matter, (iii) absent himself or herself from the meeting or that part of the meeting during which the matter is discussed, (iv) take no part in any deliberations of the directors relating to the matter, and (v) not vote on a decision relating to the matter. (2) Where a material interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting. (3) Where at a meeting of the directors of a transferred company or a subsidiary a question arises as to whether or not a course of conduct, if pursued by a director of the transferred company or the subsidiary, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may, subject to subsection (4), be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting. (4) Where, at a meeting of a transferred company or a subsidiary the chairperson of the meeting is the director in respect of whom a question to which subsection (3) applies falls to be determined, then the other directors of a transferred company or a subsidiary attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned. (5) Where a local authority chief executive is satisfied that a director has contravened subsection (1), that local authority chief executive may, if he or she thinks fit, remove that director from office, and, where a person is removed from office pursuant to this subsection, he or she shall henceforth be disqualified from being a director of the transferred company concerned or a subsidiary. (6) Section 231 of the Companies Act 2014 does not apply to a director of a transferred company or a subsidiary. (7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a transferred company from having any interest in contracts with the transferred company. Chief executive of transferred company 25. (1) There shall be a chief executive of a transferred company. (2) The chief executive of a transferred company shall be ex officio a director of the transferred company. (3) On and from a company transfer day the chief executive of the transferred company— (a) subject to subsection (6), stands appointed, and (b) may be removed from office, by the other directors of a transferred company after consultation with the local authority chief executive concerned. (4) The functions of the chief executive of a transferred company shall be to carry on, manage and control generally the administration of the transferred company, subject to the lawful directions of the directors of the transferred company. (5) The chief executive of a transferred company shall hold office upon and subject to such terms and conditions (including terms and conditions relating to remuneration and allowances) as may be determined by the directors of the transferred company with the consent of the local authority chief executive concerned given with the approval of the Minister for Public Expenditure and Reform. (6) Notwithstanding subsections (3) and (5), the person who, immediately before a company transfer day, was the chief executive appointed under section 35 of the Act of 1996 of the company specified in the order concerned under section 8 , shall continue as such chief executive of that transferred company for the remainder of the term of office for which he or she was appointed, unless he or she sooner dies, resigns from office or otherwise ceases to hold office and shall stand appointed on the same terms and conditions on which the person was previously retained. Superannuation schemes of transferred company 26. (1) Subject to subsection (7), a transferred company may prepare and submit to the local authority chief executive concerned a scheme or schemes for the granting of superannuation benefits to or in respect of such members of staff (including a chief executive) as it decides. (2) Every such scheme shall fix the time and conditions of retirement for all persons to or in respect of whom superannuation benefits are payable under the scheme and different times and conditions may be fixed in respect of different classes of persons. (3) Every such scheme may be amended or revoked by a subsequent scheme prepared, submitted and approved under this section. (4) A scheme submitted to the local authority chief executive concerned under this section shall, if approved of by the local authority chief executive, with the consent of the Minister for Public Expenditure and Reform, be carried out by the transferred company concerned in accordance with its terms. (5) (a) A scheme made under this section shall make provision for appeals. (b) A person who, on a company transfer day, is a member of a scheme referred to in paragraph (a) of subsection (7), may, if any dispute arises as to the claim of such a person to, or to the amount of, any superannuation benefit payable in pursuance of a scheme referred to in paragraph (a) of subsection (7) , submit the dispute to the Minister who shall refer it to the Minister for Public Expenditure and Reform, whose decision shall be final. (6) Subject to subsection (7) , superannuation benefits shall not be granted by a transferred company nor shall any other arrangements be entered into by a transferred company for the provision of such benefit to a member of the staff of a transferred company, otherwise than in accordance with a scheme under this section, or otherwise as may be approved of by the local authority chief executive concerned, with the consent of the Minister for Public Expenditure and Reform. (7) (a) A superannuation scheme made by a transferred company under section 40 of the Act of 1996 and which is in place immediately before a company transfer day, or continued in force under section 41 of the Act of 1996, shall continue in force and apply to each person to whom it applied immediately before a company transfer day. (b) Should a transferred company have such a scheme referred to in paragraph (a) in operation immediately before the company transfer day, that scheme may be provided for the benefit of such members of staff (including a chief executive), other than members of staff referred to in paragraph (a), of a transferred company as the transferred company concerned decides. (c) In relation to a scheme referred to in paragraph (a), a transferred company may, or, if directed by the local authority chief executive concerned shall, in the manner specified in the direction, amend or revoke, the scheme as if it were a scheme made under this section, but, save in accordance with a collective agreement negotiated with a recognised trade union or staff association, no amendment shall be made to the scheme that would result in superannuation benefits that may be granted by the scheme or the terms or conditions in relation thereto being less favourable to the members of the transferred company’s staff and other persons concerned than those to which they were entitled under the scheme before the making of the amendment. (d) Superannuation benefits granted under schemes referred to in paragraph (a) to persons who, immediately before the transferred company’s relevant vesting day for the purposes of the Act of 1996, were members of the staff of a harbour authority within the meaning of the Harbours Act 1946 or the Department of the Marine, as the case may be, and the terms and conditions relating to those benefits shall not be less favourable to those persons than those to which they were entitled immediately before that day. (e) In the case of members of staff of Dún Laoghaire Harbour Company disbursement of superannuation benefits which may be granted to or in respect of such of those members who, immediately before the relevant vesting day for the purposes of the Act of 1996, were members of the staff of the Department of the Marine, shall be on conditions no less favourable to such members than those that would apply if those benefits had continued to be paid out of moneys provided by the Oireachtas. (8) Where the Minister is satisfied, after consultation with the relevant transferred company, local authority chief executive and the trustees of the superannuation scheme concerned, that— (a) a fund established, or continued in existence, by a transferred company pursuant to sections 40 or 41 of the Act of 1996 does not comprise sufficient moneys as will enable the payment from that fund of superannuation benefits under the scheme or schemes concerned as and when those benefits fall due for payment, and (b) the said company does not have resources from which there could be paid the said benefits as and when they fall due for payment, then the Minister may, with the consent of the Minister for Finance, pay to the trustees concerned such amount in respect of liabilities of the said scheme or schemes that have arisen prior to the relevant vesting day for the purposes of the Act of 1996 as he or she may determine. (9) All moneys from time to time required by the Minister or the Minister for Public Expenditure and Reform to meet sums which are, or may become, payable by him or her under subsection (8) shall, with the approval of the Minister for Public Expenditure and Reform, be advanced by the Minister for Finance out of the Central Fund or the growing produce thereof. General policy power of direction in relation to transferred company 27. (1) A local authority chief executive may, after consultation with a transferred company, give a direction in writing to the transferred company, requiring it to comply with policy decisions of a general kind in relation to— (a) such policies of the local authority concerned as are specified in the direction, or (b) matters affecting the functions of the transferred company. (2) A transferred company shall comply with a direction given to it under this section. (3) A local authority chief executive may stipulate, in consultation with a transferred company, financial or other targets to be achieved by a transferred company. In stipulating such targets the local authority chief executive shall have due regard to any direction it has given to the transferred company concerned under subsection (1). (4) Subsections (1) and (3) shall not be construed as enabling a local authority or a local authority chief executive to exercise any power or control in relation to the performance in particular circumstances by a transferred company of a function conferred on it by or under this Act or the Act of 1996. PART 3 Transfer and Dissolution of Companies Transfer and dissolution of company 28. (1) In respect of a company referred to in Schedule 1 , the Minister may, with the consent of the Minister for Public Expenditure and Reform and the Minister for the Environment, Community and Local Government, by order provide for— (a) the dissolution without winding up of the company, and (b) the transfer of the company’s harbour to the local authority specified in the order, on such day as the Minister appoints in the order (in this Act referred to as a company transfer and dissolution day). (2) Without prejudice to section 89 of the Act of 1996, all bye-laws of a dissolved company made under section 42 or section 71 of the Act of 1996, which are subsisting on a company transfer and dissolution day shall continue in force and may be amended or revoked by the local authority— (a) in like manner as they could have been revoked by a dissolved company before that day, or (b) under section 89 of the Act of 1996 as if they had been made under that section. Continuance of harbour and pilotage limits of dissolved company 29. (1) The limits of the harbour of a dissolved company continues to be those as provided for by section 9 of, and Part I of the Third Schedule to, the Act of 1996. (2) (a) Where applicable, the limits of the pilotage district of the harbour of a dissolved company continues to be those as provided for in section 57 of, and Part II of the Third Schedule to, the Act of 1996. (b) The Act of 1996 in so far as it relates to pilotage services applies on and after the company transfer and dissolution day to the pilotage district referred to in paragraph (a) by substituting “local authority” for “company” in each place where it occurs. Provisions with respect to staff of dissolved company 30. (1) A local authority specified in an order made under section 28 shall, on the company transfer and dissolution day, accept into its employment each person who immediately before that day was a member of staff of the dissolved company concerned. (2) Save in accordance with a collective agreement negotiated with a recognised trade union or staff association by the local authority, and approved by the Minister after consultation with the Minister for the Environment, Community and Local Government and with the consent of the Minister for Public Expenditure and Reform, a person referred to in subsection (1) shall be subject to such terms and conditions of service, including terms and conditions relating to remuneration, as are not less favourable than the terms and conditions of service, including terms and conditions relating to remuneration, to which the person was subject immediately before the coming into operation of this section. (3) In relation to persons transferred to the staff of a local authority under subsection (1), previous service with a dissolved company shall be reckonable for the purposes of, but subject to any exceptions or exclusions in, the following enactments: (a) the Adoptive Leave Acts 1995 and 2005; (b) the Carer’s Leave Act 2001 ; (c) the Maternity Protection Acts 1994 and 2004; (d) the Minimum Notice and Terms of Employment Acts 1973 to 2005; (e) the Organisation of Working Time Act 1997 ; (f) the Parental Leave Acts 1998 and 2006; (g) the Protection of Employees (Fixed-Term Work) Act 2003 ; (h) the Protection of Employees (Part-Time Work) Act 2001 ; (i) the Redundancy Payments Acts 1967 to 2014; (j) the Terms of Employment (Information) Acts 1994 to 2012; (k) the Unfair Dismissals Acts 1977 to 2007. Superannuation with respect to staff of dissolved company 31. (1) (a) Save in accordance with a collective agreement negotiated with a recognised trade union or staff association by the local authority, and approved by the Minister after consult …