Tailte Éireann Act 2022

SCHEDULE 1

Section 9

1. (1) The Board shall consist of the following members:

(a) a chairperson;

(b) 6 ordinary members.

(2) The Minister may, where he or she considers it necessary having regard to the volume of business coming before Tailte Éireann and the need to ensure the effective and efficient discharge by Tailte Éireann of its functions, by order, increase the number of members of the Board to not more than 12 for such period as the Minister shall specify in the order, which period shall not, in any case, be longer than 2 years from the date on which the order comes into operation.

(3) The chairperson and the ordinary members of the Board shall be appointed by the Minister.

(4) The Minister shall, in so far as is practicable, endeavour to ensure that among the members of the Board there is an equitable balance between men and women.

(5) A member of the Board shall hold office for the period of 5 years from the date of his or her appointment.

(6) Subject to subparagraph (5), a member of the Board whose term of office expires by the efflux of time shall be eligible for reappointment to the Board.

(7) A person who is reappointed to the Board in accordance with subparagraph (6) shall not hold office for periods the aggregate of which exceeds 10 years.

(8) A member of the Board shall, subject to the provisions of this Act, hold office upon such terms and conditions (including terms and conditions relating to remuneration, allowances or expenses) as may be determined by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(9) There may be paid by the Minister to members of the Board such allowances in respect of expenses (if any) incurred by them as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine.

2. (1) A member of the Board may resign from office by giving notice in writing to the Minister of his or her resignation and the resignation shall take effect on the day on which the Minister receives the notice.

(2) The Minister may at any time remove from office a member of the Board if, in the Minister’s opinion—

(a) the member has become incapable through ill-health of performing his or her functions,

(b) the member has committed stated misbehaviour, or

(c) the member’s removal appears to the Minister to be necessary for the effective performance by the Board of its functions.

(3) A member of the Board shall cease to be qualified for office and shall cease to hold office if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with his or her creditors,

(c) is sentenced by a court of competent jurisdiction to a term of imprisonment,

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

(e) has a conflict of interest of such significance that, in the opinion of the Minister, requires that he or she should not hold or should cease to hold such office,

(f) has a declaration under section 819 of the Act of 2014 made against him or her or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14 of that Act, or

(g) is subject, or is deemed to be subject, to a disqualification order, within the meaning of Chapter 4 of Part 14 of the Act of 2014, whether by virtue of that Chapter or any other provision of that Act.

3. (1) If a member of the Board dies, resigns, ceases to be qualified for office or is removed from office, the Minister may appoint a person to be a member of the Board to fill the casual vacancy so occasioned in the same manner as the member of the Board who occasioned the casual vacancy was appointed.

(2) A person appointed to be a member of the Board pursuant to subparagraph (1) shall hold office for that period of the term of office of the member who occasioned the casual vacancy concerned that remains unexpired at the end of his or her appointment and shall, subject to paragraph 1(7), be eligible for reappointment as a member of the Board on the expiry of the said period.

4. (1) The Board shall hold such and so many meetings as may be necessary for the due fulfilment of its functions.

(2) The Minister shall fix the date, time and place of the first meeting of the Board.

(3) At a meeting of the Board—

(a) the chairperson of the Board shall, if present, be the chairperson of the meeting, or

(b) if and so long as the chairperson of the Board is not present or if that office is vacant, the other members of the Board who are present shall choose one of their number to be chairperson of the meeting.

(4) At a meeting of the Board—

(a) subject to clause (b), each member of the Board present has one vote,

(b) every question at a meeting of the Board shall be determined by a majority of the votes of the members of the Board present and voting on the question, and, in the case of an equal division of votes, the chairperson shall have a second or casting vote.

(5) Subject to subparagraph (6), the Board may act notwithstanding one or more vacancies among its members.

(6) The quorum for a meeting of the Board shall, unless the Minister otherwise directs, be 5.

(7) Subject to the provisions of this Act, the Board shall regulate its procedure by rules or otherwise.

5. (1) The Board may establish committees, consisting in whole or in part of persons who are members of the Board, to—

(a) assist and advise it in relation to the performance of any or all of its functions, and

(b) perform such functions of the Board as may stand delegated to them under subparagraph (6).

(2) In appointing members of a committee established under this paragraph, the Board shall—

(a) have regard to the range of qualifications and experience necessary for the proper and effective discharge of the functions of the committee, and

(b) in so far as is practicable, endeavour to ensure that among the members of the committee there is an equitable balance between men and women.

(3) There may be paid by the Board to members of a committee established under this paragraph such allowances for expenses (if any) incurred by them as the Board may, with the consent of the Minister and the Minister for Public Expenditure and Reform, determine.

(4) A member of a committee established under this paragraph may be removed from office at any time by the Board.

(5) The acts of a committee shall be subject to confirmation by the Board, unless the Board otherwise determines.

(6) The Board may determine the terms of reference and regulate the procedure of a committee established under this paragraph.

(7) The Board may appoint a person to be chairperson of a committee established under this paragraph.

(8) A committee established under this paragraph shall provide the Board with such information as the Board may from time to time require, in respect of its activities and operations, for the purposes of the performance of the functions of the Board.

(9) The Board may at any time dissolve a committee established under this paragraph.

6. The Board may, with the consent of the Minister, delegate such one or more of its functions as it considers appropriate to a committee established under paragraph 5.