Air Navigation and Transport Act 2022


Disclosure by directors of certain interests

31. (1) (a)Paragraph (b) applies where, at a meeting of the directors of the IANS or any subsidiary, any of the following matters arise:

(i) an arrangement to which the IANS or a subsidiary is a party or a proposed such arrangement;

(ii) a contract or other agreement with the IANS or a subsidiary or a proposed such contract or other agreement.

(b) Any director of the IANS or the subsidiary concerned present at the meeting who otherwise than in his or her capacity as such a director is in any way, whether directly or indirectly, interested in the matter—

(i) shall at the meeting disclose to the IANS or the subsidiary, as the case may be, the fact of such interest and the nature thereof,

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

(iii) shall take no part in any deliberations of the directors relating to the matter, and

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

(2) Where an interest is disclosed pursuant to this section, 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 director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where, at a meeting of the directors of the IANS or a subsidiary, a question arises as to whether or not a course of conduct, if pursued by a director of the IANS or the subsidiary, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may be determined by the chairperson of the meeting whose decision shall be final and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(4) Section 231 of the Act of 2014 shall not apply to a director of the IANS or a subsidiary.

(5) A person who contravenes subsection (1)(b) shall be guilty of an offence.

(6) (a) Paragraph (b) applies to a person who is or was a director of the IANS on the day (in this subsection referred to as the “relevant day”) on which he or she becomes the subject of a ‘section 31 adverse final determination’.

(b) Without prejudice to the generality of section 17(2)(b)(ii), the person shall—

(i) on the relevant day, if applicable, cease to be a director of the IANS, and

(ii) on and after the relevant day, be disqualified from being a director of the IANS or a subsidiary.

(7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of the IANS from having any interest in contracts with the IANS.

(8) In this section—

“relevant proceedings”, in relation to a person, means criminal proceedings instituted against the person for an offence under subsection (5);

section 31 adverse final determination”, in relation to any relevant proceedings and a person, means—

(a) the person is found guilty of an offence under subsection (5) at the conclusion of those proceedings without the person making an appeal against that finding within the ordinary time in the State for making such an appeal, or

(b) if such an appeal is made—

(i) the abandonment or withdrawal of the appeal, or

(ii) the determination of the appeal where such finding is upheld,

whichever first occurs.