State Airports (Shannon Group) Act 2014

Board of Shannon Group

16. (1) The board of Shannon Group shall consist of not more than 10 directors.

(2) The Minister may, with the consent of the Minister for Public Expenditure and Reform following consultation with such trade union representatives as he or she believes appropriate, appoint 2 persons representing the employees of Shannon Group and its subsidiaries, as directors of Shannon Group.

(3) The chief executive shall, for the duration of his or her appointment, be ex officio a director of Shannon Group.

(4) The directors of Shannon Group (other than the chief executive) shall be appointed by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(5) The first directors shall be appointed as soon as may be after the formation and registration of Shannon Group.

(6) There shall be paid to the directors of Shannon Group such remuneration (if any) and such allowances for expenses incurred by them as the Minister, with the consent of the Minister for Public Expenditure and Reform, may from time to time determine.

(7) Each director of Shannon Group shall hold office on such terms (other than the payment of remuneration and allowances for expenses) as the Minister determines at the time of his or her appointment. The Minister, when appointing a director of Shannon Group under subsection (2) or (4), shall fix such director’s period of office which shall not exceed 5 years.

(8) A director of Shannon Group (other than the chief executive) shall not serve for more than a period of 10 years in total.

(9) A director of Shannon Group shall be disqualified from being such a director where he or she—

(a) is adjudicated bankrupt in the State or another jurisdiction, and if so adjudicated, has not obtained a certificate of discharge from the bankruptcy in that jurisdiction,

(b) is convicted of an indictable offence in relation to a company (within the meaning of the Companies Acts),

(c) is convicted of an offence involving fraud or dishonesty,

(d) is disqualified or restricted from being a director of any company (within the meaning of the Companies Acts), or

(e) has, in the opinion of the Minister, a conflict of interest that is of such importance that it requires him or her to cease to hold such office.

(10) A director of Shannon Group may at any time resign his or her directorship by letter addressed to the Minister and the resignation shall take effect from the date specified therein or upon receipt of the letter by the Minister, whichever is the later.

(11) A director of Shannon Group may at any time for stated reasons be removed from office by the Minister, with the consent of the Minister for Public Expenditure and Reform, if, in the Minister’s opinion, the member has become incapable through ill- health of performing his or her functions, or has committed stated misbehaviour, or his or her removal appears to the Minister to be necessary for the effective performance by the board of Shannon Group of the functions of Shannon Group.

(12) If a director of Shannon Group dies, resigns, retires, becomes disqualified or is removed from office, the Minister may, with the consent of the Minister of Public Expenditure and Reform, appoint a person to be a director of Shannon Group to fill the casual vacancy so occasioned and the person so appointed shall be appointed in the same manner as the director of Shannon Group who occasioned the casual vacancy.

(13) The Minister shall, in so far as is practicable and having regard to relevant experience, ensure an equitable balance between men and women in the composition of the board of Shannon Group.

(14) Directors of Shannon Group may also be appointed to serve on one or more of the boards of the subsidiaries of Shannon Group, including on the boards of Shannon Commercial Enterprises and Shannon Airport Authority.