Section 15

1. The Board shall retain in its possession a seal of An tÚdarás.

2. (1) A member of An tÚdarás, holds office upon such terms and conditions (including terms and conditions relating to remuneration and allowances for expenses) as may be determined by the Minister, with the approval of the Minister for Public Expenditure and Reform.

(2) There may be paid by An tÚdarás to the members of the Board such remuneration (if any) and such allowances for expenses (if any) as the Minister, with the approval of the Minister for Public Expenditure and Reform, may determine.

3. (1) A member of the Board may resign from office by giving notice in writing to the Minister of his or her resignation and the resignation shall take effect on the day on which the Minister receives the notice.

(2) If the chairperson of the Board resigns as chairperson he or she shall then also cease to be a member of the Board.

(3) The Minister may at any time remove from office a member of the Board if, in the opinion of the Minister—

(a) the member has become incapable through ill-health of performing his or her duties,

(b) the member has committed stated misbehaviour, or

(c) the removal of the member appears to be necessary for the effective performance by the Board of its functions.

(4) A member of the Board shall cease to be qualified for office and shall cease to hold office if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with creditors,

(c) is sentenced by a court of competent jurisdiction to a term of imprisonment,

(d) is convicted of any indictable offence in relation to a company or any other body corporate,

(e) is convicted of an offence involving fraud or dishonesty,

(f) has a declaration under section 819 of the Companies Act 2014 made against him or her or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14 of that Act, or

(g) is subject, or is deemed to be subject, to a disqualification order within the meaning of Chapter 4 of Part 14 of the Companies Act 2014, whether by virtue of that Chapter or any other provision of that Act.

4. (1) If a member of the Board dies, resigns, ceases to be qualified for or ceases to hold office or is removed from office for any reason, the Minister may appoint a person to be a member of the Board to fill the casual vacancy so occasioned in the same manner as the member who occasioned the casual vacancy was appointed.

(2) A person appointed to be a member of the Board pursuant to subparagraph(1)—

(a) holds office for so much of the term of office of the member who occasioned the casual vacancy concerned as remains unexpired at the date of the appointment, and

(b) is eligible for re-appointment as a member of the Board on the expiry of that term of office.

5. (1) The Board shall hold such and so many meetings as may be necessary for the due performance of its functions but in each year shall hold not less than one meeting in each period of 3 months.

(2) The chairperson shall convene a meeting of the Board when requested to do so by not less than the number of members which constitutes a quorum.

(3) The quorum for a meeting of the Board shall be 6.

(4) At a meeting of the Board—

(a) the chairperson shall, if present, be the chairperson of the meeting, or

(b) if and so long as the chairperson is not present or the office of chairperson is vacant, the members of the Board who are present shall choose one of their number to be chairperson of the meeting.

(5) Every question at a meeting of the Board shall be determined by a majority of the votes of the members of the Board present and voting on the question and, in the case of an equal division of votes, the chairperson shall have a second or casting vote.

(6) Subject to subparagraph (3), the Board may act notwithstanding one or more vacancies among its members.

(7) The Board may hold or continue a meeting by the use of any means of communication by which all the members can hear and be heard at the same time (in this Schedule referred to as an “electronic meeting”).

(8) A member of the Board who participates in an electronic meeting is taken for all purposes to be present at the meeting.

6. (1) The Board may establish committees, consisting in whole or in part of persons who are members of the Board or members of the staff of An tÚdarás, to assist and advise it in relation to the performance of any of its functions.

(2) In appointing members of a committee established under this paragraph, the Board shall have regard to—

(a) the range of qualifications and experience necessary for the proper and effective discharge of the functions of the committee, and

(b) the objective that not less than 40 per cent of members of the committee shall be women and not less than 40 per cent of them shall be men.

(3) An tÚdarás may pay to members of a committee established under this paragraph such allowances for expenses (if any) incurred by them as the Board may, with the consent of the Minister and the approval of the Minister for Public Expenditure and Reform, determine.

(4) The Board may for stated reasons remove a member of a committee established under this paragraph from the committee at any time.

(5) The acts of a committee shall be subject to confirmation by the Board, unless the Board otherwise determines.

(6) A committee established under this paragraph may regulate, by standing order or otherwise, its procedure and business.

(7) The Board may appoint a person to be chairperson of a committee established under this paragraph.

(8) A committee shall provide the Board with such information as it may from time to time require, in respect of the committee’s activities and operations, for the purposes of the performance by the Board of its functions.

(9) The Board may at any time dissolve a committee established under this paragraph.

7. (1) Where a member of the Board is—

(a) nominated as a member of Seanad Éireann,

(b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament, or

(c) regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament,

he or she shall thereupon cease to be a member of the Board.

(2) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit in that House or who is a member of the European Parliament shall be disqualified, while he or she is so entitled or is such a member, from being a member of the Board or a member of a committee established under paragraph 6.

8. (1)Subparagraph(2) applies where at a meeting of the Board any of the following matters arise, namely—

(a) an arrangement to which An tÚdarás is a party,

(b) an arrangement to which An tÚdarás proposes to become a party,

(c) a contract or other agreement with An tÚdarás, or

(d) a proposed contract or other agreement with An tÚdarás.

(2) Any member of the Board present at the meeting referred to in subparagraph(1) who has a pecuniary interest or other beneficial interest in, or material to, the matter concerned shall—

(a) disclose to the Board at the meeting the fact of that interest and its nature,

(b) not influence (or seek to influence) a decision to be made in relation to the matter,

(c) absent himself or herself from the meeting, or that part of the meeting, during which the matter is being discussed,

(d) take no part in any deliberation of the Board relating to the matter, and

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

(3) Where an interest is disclosed pursuant to this paragraph, 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 member of the Board by whom the disclosure is made shall not be counted in the quorum for the meeting.

(4) Where at a meeting of the Board a question arises as to whether or not a course of conduct, if pursued by a member of the Board, would constitute a failure by him or her to comply with the requirements of subparagraph(2), the question may, subject to subparagraph (5), be determined by the chairperson of the meeting, whose decision shall be final, and where the question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(5) Where, at a meeting of the Board, the chairperson of the meeting is the member in respect of whom a question to which subparagraph (4) applies falls to be determined, the other members of the Board attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(6) Where the Minister is satisfied that a member of the Board has failed to comply with the requirements of subparagraph(2), the Minister may, if he or she considers it appropriate to do so, remove that member from office and, where a person is removed from office pursuant to this subparagraph, he or she shall thenceforth be disqualified for membership of the Board.

9. Paragraph 8 shall apply to a member of a committee established under paragraph 6 where the member is not also a member of the Board and for the purposes of that application—

(a) a reference to a member of the Board shall be construed as reference to a member of the committee, and

(b) a reference to the Board shall be construed as reference to the committee.

10. (1) A person shall not disclose confidential information obtained by him or her while performing functions as—

(a) a member of the Board, or

(b) a member of a committee established under paragraph 6,

unless he or she is authorised by the Board to so do.

(2) A person who contravenes subparagraph(1) commits an offence.

(3) Nothing in this paragraph shall prevent the disclosure of information—

(a) in a report made to the Board,

(b) by or on behalf of the Board to the Minister,

(c) by a member of the Board to the Minister, or

(d) by a person in the circumstances referred to in section 35(2) of the Ethics in Public Office Act 1995.

(4) In this paragraph, “confidential information” includes—

(a) information that is expressed by the Board to be confidential either as regards particular information or as regards information of a particular class or description, and

(b) proposals of a commercial nature or tenders submitted to the Board by contractors, consultants or any other person.

11. Subject to this Act, the Board shall regulate, by standing orders or otherwise, its procedure and business.