State Airports (Shannon Group) Act 2014

Disclosure by directors of certain interests

25. (1) Where at a meeting of the directors of Shannon Group or of any subsidiary thereof any of the following matters arises, namely—

(a) an arrangement to which Shannon Group or a subsidiary of Shannon Group is a party or a proposed such arrangement,

(b) a contract or other agreement with Shannon Group or a subsidiary of Shannon Group or a proposed such contract or other agreement,

(c) the giving, grant or renewal by Shannon Group or a subsidiary of Shannon Group of a certificate, lease, licence, authorisation or instrument of approval, or

(d) the revocation, cancellation, withdrawal, suspension or endorsement by Shannon Group or a subsidiary of Shannon Group of a certificate, licence, authorisation or instrument of approval,

then, any director of Shannon Group or the first-mentioned subsidiary present at the meeting who otherwise than in his or her capacity as such a director has a material interest in the matter shall—

(i) at the meeting disclose to Shannon Group or the first-mentioned subsidiary the fact of such interest and the nature thereof,

(ii) neither influence nor seek to influence a decision to be made in relation to the matter,

(iii) absent himself or herself from the meeting or that part of the meeting during which the matter is discussed,

(iv) take no part in any deliberation of the directors relating to the matter, and

(v) not vote on a decision relating to the matter.

(2) Where a material interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where at a meeting of the directors of Shannon Group or a subsidiary of Shannon Group a question arises as to whether or not a course of conduct, if pursued by a director of Shannon Group or the subsidiary of Shannon Group, would constitute a failure by him or her to comply with the requirements of subsection (1) , the question may, subject to subsection (4) , be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(4) Where, at a meeting of Shannon Group or a subsidiary of Shannon Group the chairperson of the meeting is the director in respect of whom a question to which subsection (3) applies falls to be determined, then the other directors of Shannon Group or the subsidiary of Shannon Group attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(5) In the case of a director of Shannon Group or of a subsidiary of Shannon Group who is also a director of any subsidiary of Shannon Group or Shannon Group as the case may be, the interest thereby created is not to be considered an interest to be disclosed and acted upon under subsection (1) .

(6) Where the Minister is satisfied that a director has contravened subsection (1) , the Minister may, if he or she thinks fit, and with the consent of the Minister for Public Expenditure and Reform, remove that director from office and, in case a person is removed from office pursuant to this subsection, he or she shall thenceforth be disqualified from being a director of Shannon Group or a subsidiary of Shannon Group.

(7) Section 194 (as amended by section 2 of the Companies (Amendment) Act 2009 ) of the Companies Act 1963 does not apply to a director of Shannon Group or a subsidiary of Shannon Group.

(8) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of Shannon Group or a subsidiary of Shannon Group from having any interest in contracts with Shannon Group or a subsidiary of Shannon Group.