AIR COMPANIES ACT, 1966

AN ACT TO PROVIDE FOR THE TRANSFER TO THE MINISTER FOR FINANCE OF THE SHARES OF AER LINGUS, TEORANTA, AND AERLINTE EIREANN, TEORANTA, HELD BY AER RIANTA, TEORANTA, AND THE TRANSFER TO AERLINTE EIREANN, TEORANTA, OF CERTAIN OTHER SHARES AND DEBENTURE STOCK HELD BY AER RIANTA, TEORANTA, TO PROVIDE FOR A REDUCTION OF THE SHARE CAPITAL OF AER RIANTA, TEORANTA, TO ENABLE THE MINISTER FOR FINANCE TO TAKE UP SHARES OF AER LINGUS, TEORANTA, TO THE VALUE OF £700,000, TO PROVIDE FOR THE MAKING OF ADVANCES TO AND THE GUARANTEEING OF SUMS BORROWED BY AER LINGUS, TEORANTA, AND AERLINTE EIREANN, TEORANTA, TO MAKE FURTHER AND OTHER PROVISION IN RELATION TO THE SAID COMPANIES AND TO PROVIDE FOR OTHER MATTERS CONNECTED WITH THE MATTERS AFORESAID. [16th February, 1966.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

1 Definitions.

1.—In this Act—

“Aer Lingus” means Aer Lingus, Teoranta;

“Aerlinte” means Aerlinte Eireann, Teoranta;

“Aer Rianta” means Aer Rianta, Teoranta;

“the air companies” means Aer Lingus, Aerlinte and Aer Rianta and “air company” shall be construed accordingly;

“the Minister” means the Minister for Transport and Power.

2 Transfer of shares held by Aer Rianta and reduction of its share capital.

2.—Notwithstanding anything contained in the Companies Act, 1963, or the memorandum or articles of association of Aer Rianta, on the commencement of this Act—

• (a) the shares of Aer Lingus and Aerlinte held by Aer Rianta immediately before such commencement shall stand transferred to the Minister for Finance,

• (b) the ordinary shares and mortgage debenture stock of Irish and Intercontinental Hotels, Limited, held by Aer Rianta immediately before such commencement shall stand transferred to Aerlinte, and Aerlinte shall issue to the Minister for Finance, and that Minister may take up without payment therefor, two hundred and eighty-four thousand, three hundred and seven shares of one pound each of Aerlinte, and

• (c) the share capital of Aer Rianta shall stand reduced to sixty thousand pounds divided into sixty thousand shares of one pound each and the number of shares of the company held by the Minister for Finance shall stand reduced to fifty-one thousand, two hundred and sixty-one.

3 Transfer of £700,000 from Aer Rianta to Aer Lingus and issue of shares of Aer Lingus to value of £700,000 to Minister for Finance.

3.—As soon as may be after the commencement of this Act Aer Rianta shall transfer to Aer Lingus the sum of seven hundred thousand pounds advanced to Aer Rianta by the Minister for Finance upon the 12th day of May, 1965, and upon such transfer—

• (a) subsection (3) of section 3 and sections 5 and 6 of the Air Navigation and Transport Act, 1961, shall stand repealed and shall be deemed never to have applied in relation to the said sum of seven hundred thousand pounds, and

• (b) in addition to the shares of Aer Lingus transferred to the Minister for Finance by section 2 of this Act, Aer Lingus shall issue to the Minister for Finance and that Minister may take up without payment therefor any class or classes of shares of Aer Lingus to the nominal value of seven hundred thousand pounds.

4 Advances to Aer Lingus and Aerlinte by Minister for Finance.

4.—(1) For the purpose of enabling Aer Lingus to perform its functions the Minister for Finance may, on the recommendation of the Minister, advance from time to time to that company such sums not exceeding one million pounds as it may from time to time request.

• (2) For the purpose of enabling Aerlinte to perform its functions the Minister for Finance may, on the recommendation of the Minister, advance from time to time to that company such sums not exceeding one million pounds as it may from time to time request.

• (3) Advances under subsection (1) or (2) of this section shall be made on such terms as to repayment, interest and other matters as may be determined by the Minister for Finance.

• (4) All sums paid by Aer Lingus or Aerlinte in repayment of an advance under subsection (1) or (2) of this section or in pursuance of any term or condition subject to which an advance was made under this section shall be paid into or disposed of for the benefit of the Exchequer.

5 Guarantee by Minister for Finance of borrowings by Aer Lingus and Aerlinte.

5.—(1) The Minister for Finance may, after consultation with the Minister, guarantee in such form and manner and in such moneys (including moneys in a currency other than the currency of the State) and on such terms and conditions as he thinks fit, the due repayment of moneys borrowed either before or after the commencement of this Act by Aer Lingus or Aerlinte or the payment of interest on such moneys or both the repayment of the principal and the payment of the interest.

• (2) The Minister for Finance shall not so exercise the powers conferred by subsection (1) of this section and subsection (1) of section 4 of this Act that—

• (a) advances to Aer Lingus under the latter subsection together with the amount, or the aggregate amount, of principal which he may at any one time be liable to pay on foot of any guarantees under subsection (1) of this section for the time being in force in relation to moneys borrowed by Aer Lingus after the commencement of this Act together with the amount of principal (if any) which the Minister for Finance has previously paid on foot of any such guarantees and has not been repaid by Aer Lingus exceeds five million pounds, or

• (b) the amount, or the aggregate amount, of principal which he may at any one time be liable to pay on foot of any guarantees under the said subsection (1) (other than a guarantee to which subsection (12) of this section relates) for the time being in force in relation to moneys borrowed by Aer Lingus before the commencement of this Act together with the amount of principal (if any) which the Minister has previously paid on foot of any such guarantees and has not been repaid by Aer Lingus exceeds one million pounds.

• (3) The Minister for Finance shall not so exercise the powers conferred by subsection (1) of this section and subsection (2) of section 4 of this Act that advances to Aerlinte under the latter subsection together with the amount, or the aggregate amount, of principal which he may at any one time be liable to pay on foot of any guarantees under subsection 1 of this section for the time being in force in relation to moneys borrowed by Aerlinte together with the amount of principal (if any) which the Minister for Finance has previously paid on foot of any such guarantees and has not been repaid by that company exceeds six million pounds.

• (4) Where a guarantee under this section is or has been given, the company given it shall, if the Minister for Finance so requires, give to him such security (including, in particular, debentures) as may be specified in the requisition for the purpose of securing to the Minister for Finance the repayment of any moneys which he may be liable to pay or has paid under the guarantee.

• (5) The Minister for Finance shall, as soon as may be after the expiration of every financial year, lay before each House of the Oireachtas a statement setting out with respect to each guarantee under this section given during that year or given at any time before, and in force at, the commencement of that year—

• (a) particulars of the guarantee,

• (b) in case any payment has been made by the Minister for Finance under the guarantee before the end of that year, the amount of the payment and the amount (if any) repaid to the Minister for Finance on foot of the payment,

• (c) the amount of principal covered by the guarantee which was outstanding at the end of that year.

• (6) Moneys advanced out of the Central Fund to enable the Minister for Finance to make a payment under a guarantee under this section shall be repaid to the Minister for Finance (with interest thereon at such rate or rates as the Minister for Finance appoints) by Aer Lingus or Aerlinte, as the case may be, within two years from the date of the advance of the moneys out of the Central Fund.

• (7) Where the whole or any part of moneys required by subsection (6) of this section to be repaid to the Minister for Finance has not been repaid in accordance with that subsection, the amount so remaining outstanding shall be repaid to the Central Fund out of moneys provided by the Oireachtas.

• (8) Notwithstanding the provision of moneys under subsection (7) of this section to repay an amount to the Central Fund, Aer Lingus or Aerlinte, as the case may be, shall remain liable to the Minister for Finance in respect of that amount and that amount (with interest thereon at such rate or rates as the Minister for Finance appoints) shall be paid to the Minister for Finance by Aer Lingus or Aerlinte, as the case may be, at such times and in such instalments as the Minister for Finance appoints and, in default of payment as aforesaid and without prejudice to any other method of recovery, shall be recoverable as a simple contract debt in any court of competent jurisdiction.

• (9) Moneys paid by Aer Lingus or Aerlinte to the Minister for Finance or recovered from Aer Lingus or Aerlinte by the Minister for Finance under this section shall be paid into or disposed of for the benefit of the Exchequer.

• (10) In relation to a guarantee under this section in moneys in a currency other than the currency of the State—

• (a) each of the references to principal in subsections (2) and (3) of this section shall be taken as referring to the equivalent in currency of the State of the actual principal, such equivalent being calculated according to the rate of exchange at the time of the giving of the guarantee,

• (b) each of the references to moneys in subsection (6) of this section and subsection (1) of section 7 of this Act shall be taken as referring to the cost in currency of the State of the actual moneys.

• (11) Where—

• (a) the equivalent in currency of the State of other currency is being calculated pursuant to paragraph (a) of the foregoing subsection, and

• (b) the currencies having, at the time specified in that paragraph, par values established under the Articles of Agreement of the International Monetary Fund include the currency of the State and the other currency,

the reference in that paragraph to the rate of exchange at that time shall be taken as referring to the rate of exchange based on those values.

• (12) A guarantee given by the Minister for Finance under section 75 of the Air Navigation and Transport Act, 1936, of the due payment by Aer Rianta in accordance with the terms of debentures securing the repayment of moneys borrowed by Aer Rianta and issued by Aer Rianta before the commencement of this Act of the principal moneys and interest secured by the debentures shall, upon such commencement, be deemed to be a guarantee given under this section of the due payment by Aer Lingus in accordance with the terms of the debentures of the principal moneys and interest secured by the debentures and shall continue in full force and effect accordingly.

• (13) Moneys payable by Aer Lingus or Aerlinte under a contract for the provision of goods entered into whether before or after the commencement of this Act with the approval of the Minister given with the consent of the Minister for Finance shall be deemed, for the purposes of this section, to be moneys borrowed by Aer Lingus or Aerlinte, as the case may be.

6 Vesting in Minister for Finance upon death of director of an air company of director's share.

6.—Notwithstanding anything in section 2 of this Act, upon the retirement or death of a director of an air company or upon the office of a director of an air company becoming vacated in accordance with the articles of association of the company, the share held by such director shall, without the necessity of a transfer, vest in the Minister for Finance upon payment by the said Minister of the nominal value of such share to such former director or his legal personal representative.

7 Provision of moneys for payments under the Act out of the Central Fund.

7.—(1) All moneys from time to time required by the Minister for Finance to meet sums which may become payable by him under this Act shall be advanced out of the Central Fund or the growing produce thereof.

• (2) The Minister for Finance may, for the purpose of providing for the advance of moneys out of the Central Fund under this section, borrow on the security of the Central Fund or the growing produce thereof any moneys required for that purpose, and for the purposes of such borrowing, he may create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption or otherwise as he thinks fit, and shall pay all moneys so borrowed into the Exchequer.

• (3) The principal of and interest on all securities issued under this section and the expenses incurred in connection with the issue of such securities shall be charged on and payable out of the Central Fund or the growing produce thereof.

8 Exercise by Minister for Finance of right or power exercisable by holder of shares of the air companies.

8.—The Minister for Finance may exercise in respect of the shares of an air company held by him all the rights and powers of a holder of such shares and, where a right or power is exercisable by attorney, exercise it by his attorney.

9 Payment of dividends, etc., into Exchequer.

9.—All dividends and other moneys received by the Minister for Finance in respect of shares of the air companies shall be paid into or disposed of for the benefit of the Exchequer.

10 Restriction on issue of shares of the air companies.

10.—Shares of an air company shall not be issued without the consent of the Minister for Finance given after consultation with the Minister.

11 Borrowing by the air companies.

11.—(1) (a) Each air company may, with (but only with) the consent of the Minister for Finance given after consultation with the Minister, borrow money (including money in a currency other than the currency of the State) upon such terms and conditions as may be approved of by the Minister for Finance by such means as it thinks fit.

• (b) Without prejudice to the generality of paragraph (a) of this subsection, each air company may, with the consent of the Minister for Finance given after consultation with the Minister, borrow money by means of the creation of stock or other forms of security to be issued, transferred, dealt with and redeemed in such manner and on such terms and conditions as the company borrowing the money may, with the consent aforesaid given after the consultation aforesaid, determine.

• (2) The borrowing powers conferred by this section on the air companies may be exercised for any purpose arising in the performance of their functions.

• (3) The terms upon which moneys are borrowed under this section by an air company may, subject to the consent of the Minister for Finance given after consultation with the Minister, include provisions charging the moneys and interest thereon upon all property of whatsoever kind for the time being vested in the company or upon any particular property of the company and provisions establishing the priority of such charges amongst themselves and in relation to charges in respect of advances made, whether before or after the passing of this Act, to the company out of the Central Fund and such terms may, notwithstanding anything to the contrary in any enactment, provide that any charge in respect of moneys so borrowed may rank before or equally with charges in respect of such advances.

• (4) The total amount borrowed under this section by an air company shall not exceed such amount as may be sanctioned by the Minister for Finance from time to time in respect of that company.

• (5) The liabilities and obligations of Aer Rianta under any debentures issued by Aer Rianta before the commencement of this Act and in relation to which the Minister for Finance has given a guarantee under section 75 of the Air Navigation and Transport Act, 1936, shall, upon such commencement, stand transferred to Aer Lingus.

12 Directors of the air companies.

12.—(1) The number of directors of Aer Lingus shall be such number not exceeding seven as the Minister may, with the consent of the Minister for Finance, from time to time determine.

• (2) The number of directors of Aerlinte shall be such number not exceeding seven as the Minister may, with the consent of the Minister for Finance, from time to time determine.

• (3) The number of directors of Aer Rianta shall be such number not exceeding five as the Minister may, with the consent of the Minister for Finance, from time to time determine.

• (4) The directors of the air companies shall be appointed by the Minister with the consent of the Minister for Finance.

• (5) A director of an air company may be removed from office at any time by the Minister with the consent of the Minister for Finance.

• (6) The directors of the air companies shall hold office upon such terms and conditions as the Minister may, with the consent of the Minister for Finance, determine when appointing them.

• (7)
• (a) A managing director or joint managing director of an air company may, if the Minister so thinks fit, be appointed from time to time from amongst the directors of the company by (but only by) the Minister with the consent of the Minister for Finance and shall hold the office to which he is appointed for such term and upon such terms and conditions (including terms and conditions relating to superannuation benefits) as may be determined by the Minister with the consent of the Minister for Finance.

• (b) A person appointed to an office under this subsection may be removed from office at any time by the Minister with the consent of the Minister for Finance.

• (8) Notwithstanding anything contained in this section, a person who immediately before the commencement of this Act held office as a director of any of the air companies shall, subject to the terms and conditions upon which he was appointed, continue in office as such director until the expiration of the period for which he was appointed as if this Act had not been passed.

13 Chairmen of the boards of directors of the air companies.

13.—(1) The chairmen of the boards of directors of the air companies shall be appointed by the Minister with the consent of the Minister for Finance and every chairman shall be a director of the company of whose board of directors he is chairman.

• (2) The chairmen of the boards of directors of the air companies may be removed from office at any time by the Minister with the consent of the Minister for Finance.

• (3) The chairmen of the boards of directors of the air companies shall hold office upon such terms and conditions as the Minister may, with the consent of the Minister for Finance, determine when appointing them.

• (4) A person who immediately before the commencement of this Act held office as chairman of the board of directors of any of the air companies shall, subject to the terms and conditions upon which he was appointed, continue in office as such chairman until the expiration of the period for which he was appointed as if this Act had not been passed.

14 Membership of either House of the Oireachtas by directors, officers and servants of the air companies.

14.—(1) Where a director of an air company is nominated either as a candidate for election to either House of the Oireachtas or as a member of Seanad Éireann, he shall thereupon cease to be a director of the company.

• (2) Where a person who is either an officer or a servant in the employment of an air company becomes a member of either House of the Oireachtas—

• (a) he shall, during the period commencing upon his becoming entitled under the Standing Orders of that House to sit therein and ending either when he ceases to be a member of that House, or, if it should sooner happen, upon his resignation or retirement from such employment or upon the termination of such employment by the company, stand seconded from such employment,

• (b) he shall not be paid by, or entitled to receive from, the company any salary or wages, as the case may be, in respect of that period.

• (3) If a person who is or was an officer or servant of an air company becomes entitled to a pension under the Ministerial and Parliamentary Offices Acts, 1938 to 1960, he shall not be entitled to reckon the whole or any part of his period of pensionable service, within the meaning of those Acts, for any superannuation benefits payable under a scheme made by the company for the payment of superannuation benefits to or in respect of the officers or servants of the company.

• (4) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein shall, while so entitled, be disqualified from becoming a director of the company or an officer or servant of the company.

15 Alteration of memoranda and articles of association of the air companies.

15.—The air companies shall take such steps as may be necessary under the Companies Act, 1963, to alter their memoranda and articles of association to make them consistent with this Act.

16 Restriction on alteration of memoranda and articles of association of the air companies.

16.—Notwithstanding anything contained in the Companies Act, 1963, or in the memorandum or articles of association of an air company, an alteration in the said memorandum or articles shall not be valid or effectual unless made with the previous approval of the Minister given with the consent of the Minister for Finance.

17 Furnishing of accounts to Minister.

17.—(1) Each air company shall, as soon as may be after the end of every accounting year of the company, furnish to the Minister—

• (a) a balance sheet as at the end of that accounting year duly audited by the auditor of the company,

• (b) a profit and loss account for that accounting year duly audited by the auditor of the company, and

• (c) a copy of the report of the directors of the company to the shareholders of the company for that accounting year.

• (2) The balance sheets and profit and loss accounts furnished pursuant to subsection (1) of this section shall be drawn up in such manner as the Minister, after consultation with the Minister for Finance, shall direct.

• (3) The Minister shall cause a copy of every balance sheet, profit and loss account and report furnished to the Minister pursuant to subsection (1) of this section to be laid before each House of the Oireachtas as soon as may be after the balance sheet, profit and loss account and report are so furnished to him.

• (4) An air company shall, if so required by the Minister, furnish to him such information as he may require in respect of any balance sheet, profit and loss account or report of the company or in relation to the policy and operations of the company.

18 Appointment of auditors by the air companies.

18.—The appointment by the air companies of auditors shall be subject to the approval of the Minister given after consultation with the Minister for Finance.

19 Exemption from stamp duty.

19.—Stamp duty shall not be charged in respect of any transfer of property effected by this Act.

20 Approval by Minister of superannuation schemes for officers and servants of the air companies.

20.—(1) A scheme for the granting of pensions, gratuities or other allowances on retirement to or in respect of any officers or servants of an air company shall not be carried out by the company unless the scheme has been approved of by the Minister following consultation with the Minister for Finance.

• (2) A scheme amending or revoking a scheme in operation at the commencement of this Act or coming into operation thereafter for the granting of pensions, gratuities or other allowances on retirement to or in respect of any officers or servants of an air company shall not be carried out by the company unless the former scheme has been approved of by the Minister following consultation with the Minister for Finance.

• (3) This section does not apply to superannuation schemes of the kind referred to in subsection (1) or (2) of this section which are in operation at the commencement of this Act.

21 Repeals.

21.—The enactments mentioned in the Schedule to this Act are hereby repealed to the extent mentioned in the third column of that Schedule.

22 Expenses.

22.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

23 Short title and commencement.

23.—(1) This Act may be cited as the Air Companies Act, 1966.

• (2) This Act shall come into operation on such day as the Minister may by order appoint.

SCHEDULE Enactments Repealed