Air Navigation and Transport Act 2022

• Permanent Page URL

Articles of association

17. (1) The articles of association of the IANS shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Public Expenditure and Reform.

(2) The articles of association of the IANS shall provide that—

(a) the number of directors (including the chairperson) of the IANS shall be 7, 8 or 9,

(b) subject to paragraph (c), the chairperson and other directors of the IANS—

(i) shall be appointed by the Minister with the consent of the Minister for Public Expenditure and Reform, and

(ii) may be removed from office by the Minister with the consent of the Minister for Public Expenditure and Reform if, in the opinion of the first-mentioned Minister—

(I) the director has become incapable through ill health of effectively performing the functions of such director, or

(II) the director’s removal appears to be necessary for the effective performance of the functions of the IANS,

(c) subject to paragraphs (d) and (e), each director of the IANS shall be appointed for a period of not more than 5 years but be eligible for reappointment,

(d) if the Minister appoints, amongst the first directors, a director of the IAA to be a director of the IANS—

(i) the consent referred to in paragraph (b) (i) is not required in respect of that appointment, and

(ii) the appointment shall be for the unexpired portion of the period the director of the IAA had left to run as such director at the time his or her appointment takes effect as a director of the IANS,

(e) of the first directors of the IANS, other that the chairperson or any director to whom paragraph (d) applies, one-third (or as near as may be), who shall be selected by lot at the first meeting of directors, shall hold office for a period of 2 years, one-third (or as near as may be), who shall be selected by lot at such meeting, shall hold office for a period of 3 years and one-third (or as near as may be), who shall be selected by lot at such meeting, shall hold office for a period of 5 years,

(f) the directors may act notwithstanding one or more vacancies in their number,

(g) the remuneration and allowances for expenses of the chairperson and other directors of the IANS shall be determined by the Minister with the consent of the Minister for Public Expenditure and Reform,

(h) a person shall not be appointed as auditor of the IANS without the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform,

(i) the IANS may, in consultation with recognised trade unions and staff associations, review the existing machinery for the purposes of negotiations concerned with the pay and conditions of service of its staff,

(j) the IANS may, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, acquire or establish subsidiaries or invest in other undertakings for the purpose of carrying out its objects as stated in its memorandum of association, and may assign any of its functions to subsidiaries,

(k) the IANS shall not dispose of a subsidiary to which a function specified in any of paragraphs (a) to (k) of section 14 (1) stands assigned, and

(l) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the IANS in enterprises (including subsidiaries) shall not exceed €25,000,000 without the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, such investments by a subsidiary being regarded for the purposes of this paragraph as investments of the IANS.

(3) A director of the IANS to whom subsection (2) (d) applies shall, by virtue of this subsection and notwithstanding anything contained in the Act of 1993 or the Act of 2014, cease to be a director of the IAA immediately upon the date on which his or her appointment as a director of the IANS takes effect.