Irish Aviation Authority Act 1993

Disclosure by directors of certain interests.

33

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

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

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

( c) the giving, grant or renewal by the company or a subsidiary of a certificate, licence, authorisation or instrument of approval, or

( d) the revocation, cancellation, withdrawal, suspension or endorsement by the company or a subsidiary of a certificate, licence, authorisation or instrument of approval, given or granted—

(i) by the company or a subsidiary, or

(ii) by the Minister under a provision of, or made under, the Acts,

then, any director of the company or the first-mentioned subsidiary 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—

(I) shall at the meeting disclose to the company or the first-mentioned subsidiary the fact of such interest and the nature thereof,

(II) shall absent himself from the meeting or that part of the meeting during which the matter is discussed,

(III) shall take no part in any deliberations of the directors relating to the matter, and

(IV) shall not vote on a decision relating to the matter.

(2) 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.

(3) Where at a meeting of the directors of the company or a subsidiary a question arises as to whether or not a course of conduct, if pursued by a director of the company or the subsidiary, would constitute 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.

(4) Where the Minister is satisfied that a director has contravened subsection (1), he may, if he thinks fit, and with the consent of the Minister for Finance, remove that director from office and, in case a person is removed from office pursuant to this subsection, he shall thenceforth be disqualified from being a director of the company or a subsidiary.

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

(6) A person who fails to comply with this section shall be guilty of an offence.

(7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

Annotations

Modifications (not altering text):

C21

Functions under subs. (4) transferred and references to “Department of Finance” and “Minister for Finance” construed (29.07.2011) by Finance (Transfer of Departmental Administration and Ministerial Functions) Order 2011 (S.I. No. 418 of 2011), arts. 2, 3, 5 and sch. 1 part 2, in effect as per art. 1(2), subject to transitional provisions in arts. 6-9.

2. (1) The administration and business in connection with the performance of any functions transferred by this Order are transferred to the Department of Public Expenditure and Reform.

(2) References to the Department of Finance contained in any Act or instrument made thereunder and relating to the administration and business transferred by paragraph (1) shall, on and after the commencement of this Order, be construed as references to the Department of Public Expenditure and Reform.

3. The functions conferred on the Minister for Finance by or under the provisions of —

(a) the enactments specified in Schedule 1, and

(b) the statutory instruments specified in Schedule 2,

are transferred to the Minister for Public Expenditure and Reform.

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5. References to the Minister for Finance contained in any Act or instrument under an Act and relating to any functions transferred by this Order shall, from the commencement of this Order, be construed as references to the Minister for Public Expenditure and Reform.

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Schedule 1

Enactments

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Part 2

1922 to 2011 Enactments

Number and Year

Short Title

Provision

(1)

(2)

(3)

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No. 29 of 1993

Irish Aviation Authority Act 1993

Sections 8, 9, 12, 13, 17, 18, 22, 23, 30, 31, 33(4), 36(2)(f) and 45

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