Irish Aviation Authority Act, 1993

Articles of association.

17.—(1) The articles of association of the 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.

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

(a) the number of directors (including the chairman) shall be 9;

(b) the chairman and other directors shall be appointed and may be removed from office by the Minister with the consent of the Minister for Finance;

(c) (i) subject to subparagraph (ii), each director (including the chairman) shall be appointed for a period of 4 years and shall be eligible for reappointment,

(ii) of the first directors, other than the chairman, 2, who shall be selected by lot at the first meeting of the directors, shall hold office for a period of 1 year, 2, who shall be selected as aforesaid, shall hold office for a period of 2 years, 2, who shall be selected as aforesaid, shall hold office for a period of 3 years and 2, who shall be selected as aforesaid, shall hold office for a period of 4 years;

(d) the directors may act notwithstanding one or more vacancies in their number;

(e) the remuneration and allowances for expenses of the chairman and other directors shall be determined by the Minister with the consent of the Minister for Finance;

(f) a person shall not be appointed as auditor of the company without the approval of the Minister given with the consent of the Minister for Finance;

(g) the company shall, in consultation with recognised trade unions and staff associations, establish machinery for the purposes of negotiations concerned with the pay and conditions of service of its staff;

(h) the company may, with the approval of the Minister given with the consent of the Minister for Finance, 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;

(i) the company shall not dispose of a subsidiary to which a function specified in paragraphs (a) to (k) of section 14 (1) stands assigned;

(j) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the company in enterprises (including subsidiaries) shall not exceed £25,000,000 without the approval of the Minister given with the consent of the Minister for Finance, investments such as aforesaid by a subsidiary being regarded for the purposes of this paragraph as investments of the company.