45. (1) Unless otherwise appointed as a director, none of the persons to whom this section applies is to be taken to be a shadow director (within the meaning given by section 27(1) of the Companies Act 1990) nor what is known as a de facto director nor as a person discharging managerial responsibilities of—

(a) a company in which the Agency or a Fund investment vehicle has a directed investment, or

(b) any subsidiary or subsidiary undertaking of such a company.

(2) This section applies to the following persons:

(a) the Minister;

(b) a member of the Agency;

(c) a member of the Investment Committee of the Agency;

(d) a member of any committee established under section 5B of the Act of 1990;

F11[(da) a member of any subcommittee established under section 5C of the Act of 1990;]

(e) any member of the staff of the Agency.

(3) In this section—

“subsidiary”, in relation to a company, has the same meaning as in section 155 of the Companies Act 1963;

“subsidiary undertaking”, in relation to a company, has the same meaning as in the European Communities (Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of 1992).