12. (1) A person who immediately before the establishment day was—

(a) a member of the Competition Authority, or

(b) the chief executive officer of the National Consumer Agency,

shall, on the establishment day, become and be a member of the Commission, and shall continue as such member for the remainder of the term of office for which he or she was appointed, unless he or she sooner dies, resigns from office or otherwise ceases to hold office.

(2) The person who immediately before the establishment day was the chairperson of the Competition Authority shall, on the establishment day, become and be the chairperson of the Commission, and shall continue as such chairperson for the remainder of the term of office for which he or she was appointed, unless he or she sooner dies, resigns from office or otherwise ceases to hold office.

(3) Subject to subsections (1) and (2) the membership of the Commission shall consist of—

(a) a chairperson and such number of other whole-time members, not being less than 2 nor more than 6, as the Minister determines and appoints (but that limitation on numbers does not affect an appointment under paragraph (b)),

(b) in any case where it appears to the Minister that a member referred to in paragraph (a) is temporarily unable to discharge his or her duties, a whole-time member appointed by the Minister, for all or part of that period of inability, to act in that member’s place, and

(c) such number of part-time members as the Minister may determine and appoint.

(4) Without prejudice to subsection (3)(b), where it appears to the Minister that the chairperson of the Commission is temporarily unable to discharge his or her duties, the Minister may authorise another whole-time member to act, for all or part of that period of inability, in the chairperson’s place and for so long as such a member is so authorised and references in this Act to the chairperson of the Commission shall be construed as including references to that member.

(5) (a) If a member of the Commission dies, retires, resigns, ceases to be qualified for office and ceases to hold office, is removed from office or otherwise ceases to be a member of the Commission, the Minister may, subject to subsections (7) and (8), appoint a person to be a member of the Commission to fill the vacancy so occasioned.

(b) Paragraph (a) shall not operate to prevent the appointment of a person to be a member of the Commission under subsection (3)(a) to fill a vacancy occasioned by any of the circumstances referred to in the said paragraph (a).

(6) Subject to subsection (7), the members of the Commission shall be recruited in accordance with the Public Service Management (Recruitment and Appointments) Act 2004 and appointed by the Minister.

(7) Subsection (6) does not apply to—

(a) a person to whom subsection (1) or (2) applies,

(b) an appointment under paragraph (b) or (c) of subsection (3) or the reappointment under that subsection of a person as a member of the Commission, or

(c) an appointment under subsection (5) of a person as a member of the Commission.

(8) An appointment under paragraph (b) or (c) of subsection (3) or under subsection (5) shall not be made unless the person who the Minister proposes to appoint possesses, in the opinion of the Minister, sufficient expertise in, or experience of, one or more of the following areas, namely, law, economics, public administration, consumer affairs, or business generally.

(9) The term of office of a member of the Commission shall be fixed by the Minister when appointing him or her and shall not exceed 5 years.

(10) Notwithstanding subsection (9), a person appointed to be a member of the Commission under subsection (5) shall, subject to subsection (11), hold office for such period not exceeding 6 months as the Minister may determine commencing on the date of his or her appointment.

(11) The Minister may extend a period of appointment under subsection (10) for—

(a) such period not exceeding 6 months as he or she may determine, or

(b) such periods, the aggregate of which shall not exceed 6 months, as he or she may determine.

(12) Subject to subsection (13), a member of the Commission whose term of office expires by the effluxion of time shall be eligible for reappointment to the Commission.

(13) A member of the Commission who has served 2 terms of office shall not be eligible for reappointment to the Commission, and any period during which a person serves as a member of the Commission by virtue of subsection (1) F4[, (3)(b) or (5)(a)] shall, for the purposes of this subsection, be deemed not to be a term of office.

(14) A person appointed to be a member of the Commission under subsection (5) shall, subject to subsection (22) and section 16, be eligible to be appointed to be a member of the Commission under subsection (3), upon the expiration of—

(a) the period referred to in subsection (10), or

(b) that period as extended under subsection (11),

as may be appropriate, unless he or she was removed from office pursuant to subsection (19) .

(15) Each member of the Commission shall hold office on such conditions as may be fixed by the Minister after consultation with the Minister for Public Expenditure and Reform.

(16) A member of the Commission may be paid such remuneration, if any, as the Minister with the consent of the Minister for Public Expenditure and Reform determines.

(17) Subject to subsection (6), the Public Service Management (Recruitment and Appointments) Act 2004 shall not apply to the office of a member.

(18) If a member of the Commission is personally interested in a particular matter with which the Commission is dealing, he or she shall inform the Minister accordingly and shall not act as a member during the consideration of the matter.

(19) The Minister may remove from office a member of the Commission who has become incapable through ill-health of performing efficiently his or her duties as such member or whose removal appears to the Minister to be necessary in the interests of the effective and economical performance of the functions of the Commission.

(20) Where the Minister removes a member of the Commission from office, he or she shall lay before each House of the Oireachtas a statement in writing of the reasons for such removal.

(21) A member of the Commission may resign from the Commission by letter addressed to the Minister and the resignation shall take effect on the date specified in the letter, or the date on which the Minister receives the letter, whichever is the later.

(22) A person shall be disqualified from holding and shall cease to hold office as a member of the Commission if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with his or her creditors,

(c) is convicted of an indictable offence in relation to a company,

(d) is convicted of an offence involving fraud or dishonesty, whether or not in connection with a company,

(e) is the subject of an order under section 160 of the Companies Act 1990, has a declaration under section 150 of the Companies Act 1990 made against him or her or is subject or is deemed to be subject to a disqualification order by virtue of Part VII of that Act,

(f) has a conflict of interest of such significance that, in the opinion of the Minister requires that he or she should not hold or should cease to hold such office, or

(g) is sentenced to a term of imprisonment by a court of competent jurisdiction.