Harbours Act, 1996

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Articles of association.

17.—(1) (a) Subject to paragraph (b), a reference in subsection (3) to a director includes a reference to the chairperson and to every person who this Act provides is to be a director of a company.

(b) A reference to a director—

(i) in paragraph (b) of subsection (3), does not include a reference to the chief executive, the employee director or directors or the local authority directors,

(ii) in paragraphs (c) and (d) of subsection (3), does not include a reference to the chief executive.

(c) A reference in paragraph (e) of subsection (3) to the remuneration of a director is, in the case of the chief executive, a reference to his or her remuneration in his or her capacity as a director as distinct from a chief executive.

(d) In this subsection—

“employee director” means a director referred to in section 30 (1);

“local authority director” means a director referred to in section 30 (6).

(2) The articles of association of a company shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance.

(3) The articles of association of a company shall provide that—

(a) the number of directors of the company shall be not more than 12;

(b) each such director shall be appointed by the Minister with the consent of the Minister for Finance;

(c) each such director shall be appointed for a period not exceeding 5 years and shall be eligible for reappointment;

(d) each such director may be removed from office by the Minister with the consent of the Minister for Finance;

(e) the remuneration of each such director shall be determined by the Minister with the consent of the Minister for Finance;

(f) the company shall consult with any recognised trade union or staff association concerned for the purposes of negotiations in relation to the pay and conditions of service of members of its staff;

(g) the company shall not establish or acquire a subsidiary without the approval of the Minister given with the consent of the Minister for Finance;

(h) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the company in undertakings (other than subsidiaries) shall not exceed £1,000,000, without the approval of the Minister given with the consent of the Minister for Finance.

(4) In addition to the matters provided for in subsection (3), the articles of association of Dún Laoghaire Harbour Company shall provide that the company shall, in consultation with any recognised trade union or staff association concerned, set up machinery for the purposes of negotiations in relation to the pay and conditions of service of members of its staff.

(5) (a) Subject to paragraph (b), a harbour master may attend formal meetings of directors of the company by whom he or she is employed and may, if the directors, in their discretion, permit him or her to do so, take part in the deliberations by those directors of any matter arising at such a meeting.

(b) The directors of a company may, where they are of the opinion that the attendance by the harbour master at a particular meeting aforesaid or at a part of such a meeting would not be in the best interests of the proper and orderly conduct by them of business at that meeting or the administration of the company's affairs generally, require the harbour master not to exercise his or her right to attend that meeting or a specified part of that meeting and the harbour master shall comply with such a requirement.

(c) Nothing in this subsection shall be construed as conferring on a harbour master a right to cast a vote in respect of any matter arising at a meeting aforesaid.