Irish Takeover Panel Act, 1997

Directors of Panel.

6.—(1) The articles of association of the Panel shall provide that—

(a) the number of directors of the Panel (other than the directors referred to in paragraph (d) but including the chairperson and deputy chairperson) shall be 7;

(b) the following bodies (or their successors) shall each nominate and appoint one of the said directors (other than the chairperson and deputy chairperson), namely—

(i) the Consultative Committee of Accountancy Bodies—Ireland,

(ii) the Law Society of Ireland,

(iii) the Irish Association of Investment Managers,

(iv) the Irish Bankers Federation,

(v) the Irish Stock Exchange;

(c) the Governor of the Central Bank shall nominate and appoint the chairperson and deputy chairperson;

(d) the directors of the Panel may nominate and appoint 3 persons to be each a director of the Panel;

(e) the Governor of the Central Bank and each body referred to in paragraph (b) may nominate and appoint one or more persons to be each an alternate director to the director or directors of the Panel appointed by him or her or it;

(f) the directors of the Panel may act notwithstanding one or more vacancies in their number.

(2) The Panel may, if it reasonably considers it is appropriate to do so having regard to its duties generally under this Act, perform any of its functions through or by any of its officers or employees or any other person duly authorised by the Panel in that behalf.

(3) The members of the Panel shall not at any meeting of members of the Panel or by any other means instruct the directors of the Panel regarding the carrying out by the directors of their duties in so far as they relate to the functions of the Panel.

(4) Section 182 of the Act of 1963 shall not apply to the Panel.

(5) (a) The Minister may, after consultation with such persons as appear to him or her ought to be consulted for the purposes of this subsection, by regulations—

(i) vary paragraph (b) of subsection (1) by adding to, or deleting from, that paragraph one or more bodies;

(ii) make such consequential amendment of subsection (1) (a) as respects the number specified in that provision as he or she considers necessary or expedient.

(b) Upon a body ceasing, by virtue of regulations under this subsection, to be a body mentioned in subsection (1) (b), any person who was appointed a director of the Panel by that body shall cease to hold office as such a director.