Credit Union and Co-operation with Overseas Regulators Act 2012
Board of directors.
15.— (1) The Principal Act is amended by substituting the following for section 53:
“53.— (1) A credit union shall have a board of directors which shall have responsibility for the general control, direction and management of the credit union.
(2) The board of directors of a credit union shall be of sufficient number and expertise to adequately oversee the operations of the credit union.
(3) Except in the circumstances set out in subsection (4), the number of directors shall be specified in the registered rules as set out in section 13 and shall be—
( a) not less than 7,
( b) not more than 11, and
( c) an odd number.
(4) The number of directors of a credit union may be more than 11 or may be an even number if an additional director is appointed under section 95A.
(5) Each director of a credit union shall ensure that he or she has sufficient time to devote to the role of director and the responsibilities associated with that role as indicated by the nomination committee under section 56B(4)( g).
(6) The board of directors of a credit union shall be elected—
( a) where the organisation meeting occurs after the commencement of this provision (as amended by section 15 of the Credit Union and Co-operation with Overseas Regulators Act 2012), by secret ballot at the organisation meeting and, subject to subsection (15) and section 57, subsequent vacancies on the board of directors shall be filled by secret ballot at an annual general meeting, and
( b) in any other case, by secret ballot at the annual general meeting first occurring after the commencement of this provision (as amended by section 15 of the Credit Union and Co-operation with Overseas Regulators Act 2012) or, if earlier than that annual general meeting, at a special general meeting called for the purpose of such ballot and, subject to subsection (15) and section 57, subsequent vacancies on the board of directors shall be filled by secret ballot at an annual general meeting.
(7) The term of office of a director of a credit union—
( a) shall begin at the conclusion of the general meeting at which the director is elected,
( b) shall not extend beyond the third subsequent annual general meeting after his or her election, and
( c) subject to paragraph ( b), subsections (8) and (12) and all other applicable requirements of financial services legislation, shall be determined in accordance with the registered rules,
but, except where this Act or any other applicable requirement of financial services legislation or the registered rules otherwise provides, a retiring director shall be eligible for re-election.
(8) At each annual general meeting of a credit union the number of directors whose term of office expires shall, as near as possible, be the same.
(9) Only a natural person of full age may be a director of a credit union.
(10) The following persons are not eligible to become a director of a credit union:
( a) an employee or voluntary assistant of the credit union or an employee of any other credit union;
( b) a member of the board oversight committee of the credit union;
( c) a director of any other credit union;
( d) an employee of a representative body of which the credit union is a member, where that employee’s role could expose them to a potential conflict of interest;
( e) a public servant (within the meaning of the Financial Emergency Measures in the Public Interest Act 2009) assigned to the Department of Finance and involved in advising the Minister on credit union issues or in the examination of credit union issues;
( f) a member of the Commission of the Bank;
( i) a member of the Irish Financial Services Appeals Tribunal or a member of its staff (including the Registrar of the Appeals Tribunal appointed under section 57J of the Central Bank Act 1942);
( k) the auditor of the credit union or a person employed or engaged by that auditor;
( l) a solicitor or other professional adviser who has been engaged by or on behalf of the credit union within the previous 3 years;
( m) a person who is a spouse or civil partner, parent, sibling or child of a director, board oversight committee member or employee of that credit union.
(11) A person shall resign from being a director of a credit union if and when he or she becomes a person to whom any provision of subsection (10) relates.
(12) A member of a credit union may not be appointed or elected to the board of directors if he or she has served for more than 12 years in aggregate in the previous 15 years on either the board of directors or the board oversight committee of thecredit union.
(13) For directors of a credit union or members of the board oversight committee who were already directors or members of the board oversight committee on the date of the commencement of this section in respect of such credit union, the 12 year period set out in subsection (12) commences on the date this subsection so commences.
(14) Directors of a credit union may not serve more than 3 consecutive years in any one principal post (as referred to in section 63) and a person who has been the holder of such a principal post shall not be eligible for re-election thereto until after the expiry of one year since he or she last held it.
(15) Subject to the requirements set out in this section and all other applicable requirements of financial services legislation, the board of directors may at any time and from time to time appoint a member of the credit union (including a former director) to be a director to fill a casual vacancy.
(16) A director appointed under subsection (15) shall hold office from the date of the appointment to the next following annual general meeting of the credit union or, if it is earlier, the next special general meeting at which an election is held for directors of the board of directors.
(17) Where all the directors of a credit union intend to resign on the same date, the secretary shall give written notice of the directors’ intention to the Bank and the board oversight committee.”.
(2) An amendment to the rules of a credit union passed in accordance with section 14(1) of the Principal Act to give effect to a reduction in the number of board of directors in compliance with that Act, shall have immediate effect notwithstanding section 14(2) of that Act.