No. 31/1986:

TRANSPORT (RE-ORGANISATION OF CÓRAS IOMPAIR ÉIREANN) ACT, 1986

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

Section

1. Short title.

2. Interpretation.

3. Orders.

4. Expenses.

5. Repeals.

PART II

SUBSIDIARY COMPANIES

6. Formation and registration of subsidiary companies.

7. Names and capital formation of companies.

8. Principal objects of companies.

9. Adaptation of enactments.

10. Form of memorandum of association of companies.

11. Form of articles of association.

12. Restriction on alteration of memorandum or articles of association.

13. Membership of either House of the Oireachtas or Assembly of European Communities.

14. Staff.

15. Superannuation.

16. Licence by Board to use property.

17. Transfer of property.

18. Transfer of rights and liabilities.

19. Accounts and audits.

20. Borrowing by a company.

21. Disclosure by directors of certain interests.

22. Prohibition on unauthorised disclosure of information.

23. Non-application of Prices Acts, 1958 to 1972.

24. Continuance of pending legal proceedings.

PART III

PROVISIONS RELATING TO CÓRAS IOMPAIR ÉIREANN AND SUBSIDIARIES

25. Conferring of additional functions on the Board.

26. Policy directions.

27. Compulsory acquisition of land.

28. Bye-laws relating to functions of companies.

29. Temporary borrowing by Board.

30. Amendment of section 35 of the Transport Act, 1950.

31. Exemption from stamp duty.

ACTS REFERRED TO

Number 31 of 1986

No. 31/1986: TRANSPORT (RE-ORGANISATION OF CÓRAS IOMPAIR ÉIREANN) ACT, 1986

AN ACT TO PROVIDE FOR THE FORMATION BY CÓRAS IOMPAIR ÉIREANN OF THREE SUBSIDIARY COMPANIES TO EXERCISE RAILWAY, ROAD TRANSPORT AND OTHER FUNCTIONS, TO PROVIDE FOR CERTAIN MATTERS CONNECTED THEREWITH AND TO MAKE FURTHER PROVISION IN RELATION TO TRANSPORT.

[11th December, 1986]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

PART I PRELIMINARY

1.—This Act may be cited as the Transport (Re-organisation of Córas Iompair Éireann) Act, 1986.

2.—(1) In this Act, unless the context otherwise requires—

"the Act of 1950" means the Transport Act, 1950 ;

"the Board" means Córas Iompair Éireann;

"the Companies Acts" means the Companies Act, 1963 , and every enactment which is to be construed as one with that Act;

" company" means a company formed pursuant to section 6;

"the Dublin bus company" means the company to which a name is assigned by section 7 (1) (c) or by order under section 7 (2);

"functions" includes powers and duties;

"the Irish bus company" means the company to which a name is assigned by section 7 (1) (b) or by order under section 7 (2);

"the Minister" means the Minister for Communications;

"the railway company" means the company to which a name is assigned by section 7 (1) (a) or by order under section 7 (2);

"vesting day" means the day appointed under section 6.

(2) A reference in this Act to a section is to a section of this Act, unless it is indicated that reference to some other enactment is intended.

(3) A reference in this Act to a subsection is to the subsection of the section in which the reference occurs, unless it is indicated that reference to some other section is intended.

(4) A reference in this Act to any enactment shall be construed as a reference to that enactment as amended or adapted by or under any subsequent enactment.

3.—(1) The Minister may by order revoke or amend any order made by him under any provision of this Act other than section 6 subject to such consent as is required under that provision.

(2) Every order under any provision of this Act other than section 6 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 House within the next twenty-one days on which that House has sat after the order has been laid before it, the order shall be annulled accordingly but without prejudice to the validity of any thing previously done thereunder.

4.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

5.—Section 14 of the Act of 1950 and section 35 (2) (inserted by section 12 of the Transport Act, 1964 ) of that Act are hereby repealed.

PART II SUBSIDIARY COMPANIES

6.—(1) The Board shall cause three companies limited by shares conforming to the conditions laid down in this Act, to be formed and registered under the Companies Acts.

(2) The Minister, after consultation with the Board, shall by order appoint a day to be the vesting day for each of the companies as soon as practicable after the companies have been registered.

7.—(1) Subject to subsection (2), the names of the companies shall be respectively—

( a ) Iarnród Éireann-Irish Rail;

( b ) Bus Éireann-Irish Bus;

( c ) Bus Átha Cliath-Dublin Bus.

(2) The Minister may by order direct that the name of a company be changed to such name as he specifies in the order and the company shall comply with the direction. Section 23 of the Companies Act, 1963 , shall apply to a change of name under this subsection.

(3) Each company shall be exempt from the requirement of section 6 (1) (b) of the Companies Act, 1963 , to include the word "limited" or "teoranta" in its title.

(4) The whole of the issued share capital of each company shall be held by the Board or by nominees of the Board.

(5) One share in the share capital of each company shall be allotted to each of the subscribers to the memorandum of association of that company.

(6) The cost of the shares referred to in subsection (5) shall be advanced to the subscribers by the Board.

(7) A member of a company (other than the Board) shall hold his share in the company in trust for the Board and shall accordingly be bound to pay all dividends and other money which he receives in respect of the share to the Board and to transfer, as and when required by the Board, the share to the Board or a person nominated in that behalf by the Board.

(8) The Board may, from time to time as occasion requires for the purpose of compliance with so much of the Companies Acts as requires that there shall always be at least two members of each company, transfer to any person one of its shares in the company.

(9) Save as authorised by this section neither the Board nor any other member shall transfer or alienate any share in the company concerned.

(10) A resolution for the voluntary winding up of a company shall not be adopted unless resolutions have been passed by each House of the Oireachtas consenting to such winding up.

8.—(1) The principal object of the railway company shall be stated in its memorandum of association to be to provide, within the State and between the State and places outside the State, a railway service and a road freight service and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(2) The principal object of the Irish bus company shall be stated in its memorandum of association to be to provide, within the State and between the State and places outside the State, a passenger service by road, except in so far as such a service is provided by the Dublin bus company, and to provide ancillary services and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(3) The principal object of the Dublin bus company shall be stated in its memorandum of association to be to provide a passenger service by road for the city and county of Dublin and contiguous areas and to provide ancillary services, within the State and between the State and places outside the State, and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(4) There may be included among the objects of each company such other functions of the Board as may be approved by the Board with the consent of the Minister and the Minister for Finance.

(5) Nothing in this section shall prevent or restrict the inclusion among the objects of a company as stated in its memorandum of association of all such objects and powers as are proper for or incidental or ancillary to the due attainment of the objects aforesaid.

(6) Each of the companies shall have power to do any thing which appears to it to be requisite, advantageous or incidental to or which appears to it to facilitate the achievement by it of any of its objects as specified in this Act or in its memorandum of association and is not inconsistent with any enactment for the time being in force.

(7) Where any function of the Board is, by virtue of this Act, a function of a company every provision of any enactment relating to the Board shall, in respect of that function and subject to the provisions of this Act, apply to the company as it applies to the Board.

(8) Each company shall undertake the functions assigned to it by virtue of this Act in compliance with such directions as the Board may give to the company in writing from time to time.

(9) In relation to competition between services of the companies, the companies shall have regard to the overall interest of the Board and in any conflict between the companies the Board shall decide the issue with due regard to its overall interest and the interests of the particular companies concerned.

(10) The Board and the companies shall have due regard to the Board's social role and the need to maintain public transport services integrated to the maximum extent possible within the financial resources available to them.

9.—(1) Where any function of the Board is, by virtue of this Act, a function of a company the Government may by order make such adaptations and modifications of the provisions of any enactment (including this Act) in its application to the company as the Government think proper.

(2) Without prejudice to the generality of the foregoing, references to the Board in Part VII of the Act of 1950 (other than references to a canal undertaking) shall be construed as including references to the railway company and references to the Board in section 50 (1) of that Act shall be construed as including each of the other companies in relation to any transport service which is within its functions.

10.—The memorandum of association of each of the companies shall be in such form consistent with this Act as may be approved of by the Board with the consent of the Minister and the Minister for Finance and, where appropriate, the Minister for the Public Service.

11.—(1) The articles of association of each company shall be in such form consistent with this Act as may be approved of by the Board with the consent of the Minister and the Minister for Finance and, where appropriate, the Minister for the Public Service.

(2) The articles of association of each company shall provide that—

( a ) the number of directors (including the chairman) shall be not more than 6;

( b ) the chairman and other directors shall be appointed and may be removed from office by the Chairman of the Board with the consent of the Minister;

( c ) the Chairman of the Board may, with the consent of the Minister, be appointed on his own nomination to be chairman or a director of the company and may be removed from that office by the Minister;

( d ) the remuneration of the chairman and other directors shall be determined by the Board with the consent of the Minister and the Minister for the Public Service;

( e ) no person shall be appointed as auditor of the company without the approval of the Board, given with the consent of the Minister;

( f ) the company shall, within a period specified by the Board, set up machinery for the purposes of negotiation concerned with the pay and conditions of its staff and to this end consult with and make every reasonable endeavour to reach agreement with the trade unions concerned.

(3) The directors to be appointed to each company shall include two persons selected from the members of the Board appointed under the Worker Participation (State Enterprises) Act, 1977 , provided that such persons are willing to accept office.

(4) A majority of the directors of the railway company and the Irish bus company shall be common to both companies.

12.—Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum of association or articles of association of a company shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service.

13.—(1) Where a director of a company is—

( a ) nominated as a member of Seanad Éireann, or

( b ) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

( c ) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984 ) of the European Assembly Elections Act, 1977 , as having been elected to such Assembly to fill a vacancy,

he shall thereupon cease to be a director of the company

(2) Where a person employed by a company is—

( a ) nominated as a member of Seanad Éireann, or

( b ) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

( c ) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984 ) of the European Assembly Elections Act, 1977 , as having been elected to such Assembly to fill a vacancy,

he shall thereupon stand seconded from employment by the company and shall not be paid by, or be entitled to receive from, the company any remuneration or allowances in respect of the period commencing on such nomination or election or when he is so regarded as having been elected, as the case may be, and ending when he ceases to be a member of either such House or such Assembly.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or who is a member of the Assembly of the European Communities shall, while he is so entitled or is such a member, be disqualified from becoming a director of or from employment in any capacity by a company.

14.—(1) Each company shall appoint such officers and servants as the company thinks fit.

(2) An officer or servant of a company shall hold his office or employment on such terms and conditions as the company determines.

(3) There shall be paid by a company to its officers and servants such remuneration and allowances for expenses as the company thinks fit, subject to, in the case of its chief executive (whether that officer is so described or otherwise), the approval of the Minister given with the consent of the Minister for the Public Service.

(4) Every person who, immediately before the vesting day, is an officer or servant of the Board and who is designated by the Board for employment by a company shall, on the vesting day or with effect from such later day as the Board may, as occasion requires, appoint in that behalf, become and be an officer or servant, as the case may be, of that company.

(5) Save in accordance with a collective agreement negotiated with any recognised trade union concerned, every person who, immediately before the vesting day, is an officer or servant of the Board shall not, while in the service of the Board or a company, as the case may be, receive a lesser scale of pay or be brought to less beneficial conditions of service than the scale of pay to which he was entitled and the conditions of service to which he was subject immediately before the vesting day.

(6) Until such time as the scales of pay and conditions of service of such officers or servants are varied by the Board or a company, as the case may be, following consultation and after agreement with recognised trade unions, the scales of pay to which they were entitled and the conditions of service, restrictions, requirements and obligations to which they were subject immediately before the vesting day shall continue to apply to them and may be exercised or imposed by the Board or the chief executive of the Board or by the board or chief executive of the relevant company, as the case may be, while they are in its service. As provided in subsection (5) no such variation shall operate to worsen the scales of pay and conditions of service applicable to such persons immediately before the vesting day, save in accordance with a collective agreement negotiated with any recognised trade union concerned.

(7) If any of the companies is wound up, the functions of the company shall be exercised by the Board, and the Board shall accept into its employment without interruption of service all officers and servants employed by the company in consequence of subsection (4). Such officers and servants shall resume their employment with the Board on the same conditions of service as applied before the vesting day unless otherwise provided for in a collective agreement negotiated with any recognised trade union concerned.

(8) For the purposes of the Worker Participation (State Enterprises) Act, 1977 , an employee of any of the companies shall be deemed to be an employee of the Board.

15.—For all purposes of superannuation, employment of any person by a company shall be treated as employment by the Board and section 44 of the Act of 1950 shall have effect accordingly.

16.—(1) The Board may by licence from time to time authorise the use by any of the companies of any land held by the Board on such terms as the Board may prescribe.

(2) The Board may make to a company a lease or assignment of any premises of the Board to which a licence under the Licensing Acts or the Refreshment Houses (Ireland) Act, 1860, is attached.

17.—(1) On the vesting day all property other than land, including choses-in-action, which immediately before that day was the property of the Board and was used in connection with a function conferred on a company by virtue of this Act shall stand vested in that company without any assignment, unless, in respect of specified property, the Board otherwise decides.

(2) The Board may on its own initiative and shall on the application of a company issue a certificate in respect of specified property, certifying, as it thinks proper, that the property vested in a particular company under this section or did not so vest in any of the companies and the certificate shall be conclusive evidence of the facts so certified.

(3) Every chose-in-action transferred by subsection (1) to a company may, after the vesting day, be sued on and recovered or enforced by the company in its own name and it shall not be necessary for the company or the Board to give notice to the person bound by the chose-in-action of the transfer effected by that subsection.

18.—(1) All rights and liabilities of the Board arising by virtue of any contract or commitment (expressed or implied) entered into by it before the vesting day in relation to functions assigned to a company under this Act shall on that day stand transferred to that company.

(2) The Board may on its own initiative and shall on the application of a company issue a certificate in respect of a specified contract or commitment certifying, as it thinks proper, that the rights and liabilities of the Board thereunder were transferred on the vesting day to a particular company under this section or were not so transferred to any of the companies and the certificate shall be conclusive evidence of the facts so certified.

(3) Every right and liability transferred by subsection (1) to a company may, on and after the vesting day, be sued on, recovered or enforced by or against the company in its own name and it shall not be necessary for the company or the Board to give notice to the person whose right or liability is transferred by this section of such transfer.

(4) Every licence, right or privilege granted to or enjoyed by the Board shall be exercisable by a company in so far as it relates to a function conferred on the company by this Act.

19.—(1) Each company shall keep all proper and usual accounts of all money received or expended by it including a capital account, revenue account, profit and loss account, and a balance sheet, and, in particular, shall keep all such special accounts as the Minister of his own motion or at the request of the Minister for Finance shall from time to time direct.

(2) The Minister, after consultation with the Minister for Finance, may direct the form in which a company's accounts are to be kept.

(3) The accounts of each company shall in each year be audited by an auditor to be appointed by the company with the approval of the Board, given with the consent of the Minister.

(4) Immediately after every audit each company shall send to the Board a copy of the accounts as passed by the auditor together with a copy of the auditor's report.

(5) The Board shall, within such period after the end of each accounting year as the Minister may direct, send to the Minister a copy of each of the said accounts and reports together with a report on the performance of the Board and each of the companies for that accounting year.

(6) The Minister shall cause a copy of every account and report furnished to him under subsection (5) to be laid before each House of the Oireachtas.

(7) Each company shall furnish the Board for transmission to the Minister with such information, accounts, statistics and returns as the Minister may from time to time require.

20.—(1) The Board may lend money to a company to defray expenditure incurred by it for such purposes and subject to such terms and conditions as the Board thinks fit.

( 2 ) ( a ) A company may, with the prior consent of the Board, borrow temporarily by arrangement with bankers such money (including money in a currency other than the currency of the State) as it may require for meeting its obligations and carrying out its duties.

( b ) The Board shall not in any case so exercise its powers under paragraph (a) that the total indebtedness of the Board and the companies in respect of temporary borrowing exceeds the amount permitted to the Board under section 28 of the Act of 1950.

(3) Section 30 of the Act of 1950 (which relates in part to State guarantees of borrowing) shall not apply in relation to any money borrowed by a company by virtue of this section.

21.—(1) Where at a meeting of the directors of a company any of the following matters arises, namely—

( a ) an arrangement to which the company is a party or a proposed such arrangement, or

( b ) a contract or other agreement with the company or a proposed such contract or other agreement,

then any director of the company present at the meeting who otherwise than in his capacity as such a director is in any way, whether directly or indirectly, interested in the matter shall at the meeting disclose to the company the fact of such interest and the nature thereof and shall not vote on a decision relating to the matter and, where an 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.

(2) Where at a meeting of the directors of a company a question arises as to whether or not a course of conduct, if pursued by a director of the company, would be a failure by him to comply with the requirements of subsection (1), the question may be determined by the chairman 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.

(3) Section 194 of the Companies Act, 1963 , shall not apply to a director of a company.

22.—(1) A person shall not disclose confidential information obtained by him while performing duties as a member of the Board or director of a company or a member of the staff of, or an adviser or consultant to, the Board or a company unless he is duly authorised to do so.

(2) A person who contravenes subsection (1) shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000.

(3) In this section—

"confidential" means that which is expressed to be confidential either as regards particular information or as regards information of a particular class or description;

"duly authorised" means authorised by, as may be appropriate, the Board or the company or by some person authorised in that behalf by the Board or the company.

23.—The Prices Acts, 1958 to 1972, shall not apply to any service provided by a company.

24.—Where legal proceedings to which the Board is a party are pending immediately before the vesting day and the proceedings relate to functions assigned to a particular company by virtue of this Act, the proceedings shall be continued with the substitution for the Board of that company.

PART III PROVISIONS RELATING TO CÓRAS IOMPAIR ÉIREANN AND SUBSIDIARIES

25.—(1) The Minister may by order confer on the Board such further functions, including functions in relation to the development of the assets of the Board, as the Minister thinks proper and specifies in the order.

(2) Any such order may contain such incidental and supplementary provisions as the Minister thinks necessary or expedient for giving full effect to the order.

(3) Every order under this section shall be made with the consent of the Minister for Finance.

26.—(1) The Minister may give to the Board such directions in writing as to policy in relation to the functions of the Board, the companies, or any of them, as he thinks proper.

(2) The Board shall comply and ensure compliance by the companies with every direction under this section.

(3) A direction under this section shall, if the Board so requests in writing, be given by the Minister by order.

27.—Section 17 of the Act of 1950, which relates to the compulsory acquisition of land by the Board, is hereby amended by the substitution, for subsection (1), of the following subsection:

"(1) The Minister may, if and whenever he thinks fit, on the application of the Board, by order (in this section referred to as an acquisition order) authorise the Board for the purpose of the exercise of its powers and duties or of the powers and duties of any of its subsidiary companies to acquire compulsorily such land as may be specified in the order.".

28.—(1) The power of the Board to make bye-laws, conferred by section 22 of the Act of 1950, shall be exercisable by the Board for the purpose of the exercise by the companies of their functions.

(2) For the purposes of subsection (1), references to any vehicles, craft or vessels belonging to the Board, to any stations, depots or other premises belonging to or occupied by the Board and to any transport services provided by the Board shall be construed as including, respectively, any vehicles, craft, vessels, premises and services belonging to or used, occupied or provided by a company.

(3) Bye-laws affecting any functions of a company shall be made by the Board only after consultation with the company.

29.—Section 28 of the Act of 1950 (which relates to temporary borrowing by the Board) shall be construed as including borrowing in a currency other than the currency of the State.

30.—Section 35 of the Act of 1950 is hereby amended by the substitution of the following subsection for subsection (1):

"(1) The Board shall appoint such officers and servants as the Board may determine, and their remuneration shall be paid by the Board out of funds at its disposal.".

31.—Section 12 of the Finance Act, 1895, shall not apply to the vesting of any property or rights transferred by this Act and stamp duty shall not be chargeable on any licence under section 16