1. The SEM Committee shall consist of—

(a) not more than 3 persons appointed by the Minister after consultation with the Commission,

(b) not more than 3 persons appointed by the Minister, with the approval of the Department,

(c) a person (the “independent member”) appointed by the Minister with the approval of the Department and after consultation with the Commission,

(d) subject to the provisions of paragraph 3, where a person stands appointed under that paragraph, that person (the “deputy independent member”).

2. (a) A person appointed under paragraph (1)(a) shall be a member of the Commission.

(b) A person appointed under paragraph (1)(b) shall be a member of, or a member of the staff of, the Authority.

3. The Minister may, with the approval of the Department and after consultation with the Commission, appoint a person (the “deputy independent member”) who—

(a) may attend and take part in meetings of the SEM Committee, but,

(b) may not vote on any matter except in the absence of the independent member.

4. Paragraphs 5 to 12 apply in relation to the deputy independent member as they apply in relation to the independent member.

5. (a) Subject to this Schedule, the members shall hold and vacate office in accordance with the terms of their appointment.

(b) Those terms of appointment shall be determined by the Minister with the approval of the Minister for Finance and the Department F488[and those terms shall include a term that an appointee is not to disclose information which is subject to a duty of confidentiality either while holding office or after holding office].

F488[(c) The members of the SEM Committee shall be appointed –

(i) by means of an independent and impartial procedure, and

(ii) on the basis of objective, transparent and published criteria,

which ensure that candidates for appointment to membership of the SEM Committee have the necessary skill and experience for such membership.]

6. A person shall not be appointed as a member for a term exceeding 5 years.

7. A person holding office as a member may resign that office by giving notice in writing to the Minister and the Department.

8. A person holding office as an independent member may be removed from office by the Minister with the approval of the Department on the grounds of incapacity or misbehaviour F488[, being incapacity or misbehaviour that is established by reference to transparent criteria that have been put in place prior to the incapacity coming to the Minister’s notice or the act or default concerned, as the case may be].

9. A person holding office as a member under paragraph 1(a)—

(a) may be removed from office by the Minister—

(i) on the grounds of incapacity or misbehaviour F488[, being incapacity or misbehaviour that is established by reference to transparent criteria that have been put in place prior to the incapacity coming to the Minister’s notice or the act or default concerned, as the case may be], or

(ii) at the request of the Commission,

(b) shall cease to hold office if he or she ceases to be a member of the Commission.

10. A person holding office as a member under paragraph 1(b)—

(a) may be removed from office by the Minister with the approval of the Department—

(i) on the grounds of incapacity or misbehaviour F488[, being incapacity or misbehaviour that is established by reference to transparent criteria that have been put in place prior to the incapacity coming to the Minister’s notice or the act or default concerned, as the case may be], or

(ii) at the request of the Authority,

(b) shall cease to hold office if he or she ceases to be a member of, or a member of the staff of, the Authority.

11. A previous appointment as a member does not affect a person’s eligibility for appointment to that office.

12. (a) The Commission shall pay to the persons appointed under paragraph 1(c) and 3 such remuneration as may be determined by the Minister with the consent of the Minister for Finance.

(b) The Commission shall pay to the members such travelling and other allowances as may be determined by the Minister with the consent of the Minister for Finance.

13. (a) The SEM Committee may establish sub-committees.

(b) A sub-committee of the SEM Committee may include persons who are not members of the SEM Committee.

14. (a) Subject to the provisions of this Schedule, the SEM Committee may regulate its own procedures.

(b) A person shall be treated for the purposes of those procedures as being present at a meeting of the SEM Committee if, in accordance with arrangements made under those procedures, that person is able to hear and be heard by all the persons participating in the meeting.

(c) A meeting of the SEM Committee may be held outside the State.

(d) The validity of anything done by the SEM Committee is not affected by a vacancy or vacancies in its membership or by a defect in the appointment of a member.

15. The quorum for a meeting of the SEM Committee is—

(a) the independent member (or the deputy independent member) and one other member, or

(b) one member appointed under paragraph 1(a) and one member appointed under paragraph 1(b).

16. (a) A matter may be decided by agreement—

(i) of all the members of the SEM Committee (whether at a meeting or not), or

(ii) of all the members of the SEM Committee present at a meeting.

(b) Where at any meeting of the SEM Committee all the members present are not agreed as to any matter falling to be decided at that meeting, the following provisions of this paragraph apply.

(c) The matter shall be put to a vote and may be decided by a majority of the votes cast.

(d) For this purpose there shall be 3 votes of which—

(i) the independent member (or the deputy independent member) if present shall have one,

(ii) the members appointed under paragraph 1(a) who are present shall have one, and

(iii) the members appointed under paragraph 1(b) who are present shall have one.

(e) There shall be no casting vote, and accordingly where there is an equality of votes cast the matter shall not be decided at the meeting (but may be decided at a later meeting).

(f) In relation to a vote falling to be cast under clause (ii) or (iii) of paragraph (d)—

(i) where all the members mentioned in the clause concerned are agreed as to how the vote is to be cast, the vote shall be cast in that manner,

(ii) where a majority of those members are agreed as to how the vote is to be cast, the vote shall be cast in that manner,

(iii) in any other case, no vote shall be cast.

(g) Nothing in this paragraph affects the application of paragraph 15.

17. (a) Anything which is authorised or required to be done by the SEM Committee may be done by—

(i) any member of the SEM Committee who is authorised for that purpose by the Committee, either generally or specifically,

(ii) any sub-committee of the SEM Committee which is so authorised, or

(iii) any member of the staff of the Commission or the Authority who is so authorised.

(b) Subparagraph (a)(ii) does not apply to a sub-committee whose members include any person who is not a member, or member of the staff, of the Commission or the Authority.]