Transport (Re-organisation of Córas Iompair Éireann) Act , 1986

PART I

1 Short title.

1.—This Act may be cited as the Transport (Re-organisation of Córas Iompair Éireann) Act, 1986.

2 Interpretation.

2.—(1) In this Act, unless the context otherwise requires—

“the Act of 1950” means the Transport Act, 1950;

“the Board” means Córas Iompair Éireann;

“the Companies Acts” means the Companies Act, 1963, and every enactment which is to be construed as one with that Act;

“company” means a company formed pursuant to section 6;

“the Dublin bus company” means the company to which a name is assigned by section 7 (1) (c) or by order under section 7 (2);

“functions” includes powers and duties;

“the Irish bus company” means the company to which a name is assigned by section 7 (1) (b) or by order under section 7 (2);

“the Minister” means the Minister for Communications;

“the railway company” means the company to which a name is assigned by section 7 (1) (a) or by order under section 7 (2);

“vesting day” means the day appointed under section 6.

(2) A reference in this Act to a section is to a section of this Act, unless it is indicated that reference to some other enactment is intended.

(3) A reference in this Act to a subsection is to the subsection of the section in which the reference occurs, unless it is indicated that reference to some other section is intended.

(4) A reference in this Act to any enactment shall be construed as a reference to that enactment as amended or adapted by or under any subsequent enactment.

3 Orders.

3.—(1) The Minister may by order revoke or amend any order made by him under any provision of this Act other than section 6 subject to such consent as is required under that provision.

(2) Every order under any provision of this Act other than section 6 shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either House within the next twenty-one days on which that House has sat after the order has been laid before it, the order shall be annulled accordingly but without prejudice to the validity of any thing previously done thereunder.

4 Expenses.

4.—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.

5 Repeals.

5.—Section 14 of the Act of 1950 and section 35 (2) (inserted by section 12 of the Transport Act, 1964) of that Act are hereby repealed.

PART II

6 Formation and registration of subsidiary companies.

6.—(1) The Board shall cause three companies limited by shares conforming to the conditions laid down in this Act, to be formed and registered under the Companies Acts.

(2) The Minister, after consultation with the Board, shall by order appoint a day to be the vesting day for each of the companies as soon as practicable after the companies have been registered.

7 Names and capital formation of companies.

7.—(1) Subject to subsection (2), the names of the companies shall be respectively—

(a) Iarnród Éireann—Irish Rail;

(b) Bus Éireann—Irish Bus;

(c) Bus Átha Cliath—Dublin Bus.

(2) The Minister may by order direct that the name of a company be changed to such name as he specifies in the order and the company shall comply with the direction. Section 23 of the Companies Act, 1963, shall apply to a change of name under this subsection.

(3) Each company shall be exempt from the requirement of section 6 (1) (b) of the Companies Act, 1963, to include the word “limited” or “teoranta” in its title.

(4) The whole of the issued share capital of each company shall be held by the Board or by nominees of the Board.

(5) One share in the share capital of each company shall be allotted to each of the subscribers to the memorandum of association of that company.

(6) The cost of the shares referred to in subsection (5) shall be advanced to the subscribers by the Board.

(7) A member of a company (other than the Board) shall hold his share in the company in trust for the Board and shall accordingly be bound to pay all dividends and other money which he receives in respect of the share to the Board and to transfer, as and when required by the Board, the share to the Board or a person nominated in that behalf by the Board.

(8) The Board may, from time to time as occasion requires for the purpose of compliance with so much of the Companies Acts as requires that there shall always be at least two members of each company, transfer to any person one of its shares in the company.

(9) Save as authorised by this section neither the Board nor any other member shall transfer or alienate any share in the company concerned.

(10) A resolution for the voluntary winding up of a company shall not be adopted unless resolutions have been passed by each House of the Oireachtas consenting to such winding up.

8 Principal objects of companies.

8.—(1) The principal object of the railway company shall be stated in its memorandum of association to be to provide, within the State and between the State and places outside the State, a railway service and a road freight service and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(2) The principal object of the Irish bus company shall be stated in its memorandum of association to be to provide, within the State and between the State and places outside the State, a passenger service by road, except in so far as such a service is provided by the Dublin bus company, and to provide ancillary services and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(3) The principal object of the Dublin bus company shall be stated in its memorandum of association to be to provide a passenger service by road for the city and county of Dublin and contiguous areas and to provide ancillary services, within the State and between the State and places outside the State, and for those purposes to exercise functions in that behalf conferred on the Board by the Act of 1950 or any other enactment.

(4) There may be included among the objects of each company such other functions of the Board as may be approved by the Board with the consent of the Minister and the Minister for Finance.

(5) Nothing in this section shall prevent or restrict the inclusion among the objects of a company as stated in its memorandum of association of all such objects and powers as are proper for or incidental or ancillary to the due attainment of the objects aforesaid.

(6) Each of the companies shall have power to do any thing which appears to it to be requisite, advantageous or incidental to or which appears to it to facilitate the achievement by it of any of its objects as specified in this Act or in its memorandum of association and is not inconsistent with any enactment for the time being in force.

(7) Where any function of the Board is, by virtue of this Act, a function of a company every provision of any enactment relating to the Board shall, in respect of that function and subject to the provisions of this Act, apply to the company as it applies to the Board.

(8) Each company shall undertake the functions assigned to it by virtue of this Act in compliance with such directions as the Board may give to the company in writing from time to time.

(9) In relation to competition between services of the companies, the companies shall have regard to the overall interest of the Board and in any conflict between the companies the Board shall decide the issue with due regard to its overall interest and the interests of the particular companies concerned.

(10) The Board and the companies shall have due regard to the Board's social role and the need to maintain public transport services integrated to the maximum extent possible within the financial resources available to them.

9 Adaptation of enactments.

9.—(1) Where any function of the Board is, by virtue of this Act, a function of a company the Government may by order make such adaptations and modifications of the provisions of any enactment (including this Act) in its application to the company as the Government think proper.

(2) Without prejudice to the generality of the foregoing, references to the Board in Part VII of the Act of 1950 (other than references to a canal undertaking) shall be construed as including references to the railway company and references to the Board in section 50 (1) of that Act shall be construed as including each of the other companies in relation to any transport service which is within its functions.

10 Form of memorandum of association of companies.

10.—The memorandum of association of each of the companies shall be in such form consistent with this Act as may be approved of by the Board with the consent of the Minister and the Minister for Finance and, where appropriate, the Minister for the Public Service.

11 Form of articles of association.

11.—(1) The articles of association of each company shall be in such form consistent with this Act as may be approved of by the Board with the consent of the Minister and the Minister for Finance and, where appropriate, the Minister for the Public Service.

(2) The articles of association of each company shall provide that—

(a) the number of directors (including the chairman) shall be not more than 6;

(b) the chairman and other directors shall be appointed and may be removed from office by the Chairman of the Board with the consent of the Minister;

(c) the Chairman of the Board may, with the consent of the Minister, be appointed on his own nomination to be chairman or a director of the company and may be removed from that office by the Minister;

(d) the remuneration of the chairman and other directors shall be determined by the Board with the consent of the Minister and the Minister for the Public Service;

(e) no person shall be appointed as auditor of the company without the approval of the Board, given with the consent of the Minister;

(f) the company shall, within a period specified by the Board, set up machinery for the purposes of negotiation concerned with the pay and conditions of its staff and to this end consult with and make every reasonable endeavour to reach agreement with the trade unions concerned.

(3) The directors to be appointed to each company shall include two persons selected from the members of the Board appointed under the Worker Participation (State Enterprises) Act, 1977, provided that such persons are willing to accept office.

(4) A majority of the directors of the railway company and the Irish bus company shall be common to both companies.

12 Restriction on alteration of memorandum or articles of association.

12.—Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum of association or articles of association of a company shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service.

13 Membership of either House of the Oireachtas or Assembly of European Communities.

13.—(1) Where a director of a company is—

(a) nominated as a member of Seanad Éireann, or

(b) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

(c) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984) of the European Assembly Elections Act, 1977, as having been elected to such Assembly to fill a vacancy,

he shall thereupon cease to be a director of the company.

(2) Where a person employed by a company is—

(a) nominated as a member of Seanad Éireann, or

(b) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

(c) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984) of the European Assembly Elections Act, 1977, as having been elected to such Assembly to fill a vacancy,

he shall thereupon stand seconded from employment by the company and shall not be paid by, or be entitled to receive from, the company any remuneration or allowances in respect of the period commencing on such nomination or election or when he is so regarded as having been elected, as the case may be, and ending when he ceases to be a member of either such House or such Assembly.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or who is a member of the Assembly of the European Communities shall, while he is so entitled or is such a member, be disqualified from becoming a director of or from employment in any capacity by a company.

14 Staff.

14.—(1) Each company shall appoint such officers and servants as the company thinks fit.

(2) An officer or servant of a company shall hold his office or employment on such terms and conditions as the company determines.

(3) There shall be paid by a company to its officers and servants such remuneration and allowances for expenses as the company thinks fit, subject to, in the case of its chief executive (whether that officer is so described or otherwise), the approval of the Minister given with the consent of the Minister for the Public Service.

(4) Every person who, immediately before the vesting day, is an officer or servant of the Board and who is designated by the Board for employment by a company shall, on the vesting day or with effect from such later day as the Board may, as occasion requires, appoint in that behalf, become and be an officer or servant, as the case may be, of that company.

(5) Save in accordance with a collective agreement negotiated with any recognised trade union concerned, every person who, immediately before the vesting day, is an officer or servant of the Board shall not, while in the service of the Board or a company, as the case may be, receive a lesser scale of pay or be brought to less beneficial conditions of service than the scale of pay to which he was entitled and the conditions of service to which he was subject immediately before the vesting day.

(6) Until such time as the scales of pay and conditions of service of such officers or servants are varied by the Board or a company, as the case may be, following consultation and after agreement with recognised trade unions, the scales of pay to which they were entitled and the conditions of service, restrictions, requirements and obligations to which they were subject immediately before the vesting day shall continue to apply to them and may be exercised or imposed by the Board or the chief executive of the Board or by the board or chief executive of the relevant company, as the case may be, while they are in its service. As provided in subsection (5) no such variation shall operate to worsen the scales of pay and conditions of service applicable to such persons immediately before the vesting day, save in accordance with a collective agreement negotiated with any recognised trade union concerned.

(7) If any of the companies is wound up, the functions of the company shall be exercised by the Board, and the Board shall accept into its employment without interruption of service all officers and servants employed by the company in consequence of subsection (4). Such officers and servants shall resume their employment with the Board on the same conditions of service as applied before the vesting day unless otherwise provided for in a collective agreement negotiated with any recognised trade union concerned.

(8) For the purposes of the Worker Participation (State Enterprises) Act, 1977, an employee of any of the companies shall be deemed to be an employee of the Board.

15 Superannuation.

15.—For all purposes of superannuation, employment of any person by a company shall be treated as employment by the Board and section 44 of the Act of 1950 shall have effect accordingly.

16 Licence by Board to use property.

16.—(1) The Board may by licence from time to time authorise the use by any of the companies of any land held by the Board on such terms as the Board may prescribe.

(2) The Board may make to a company a lease or assignment of any premises of the Board to which a licence under the Licensing Acts or the Refreshment Houses (Ireland) Act, 1860, is attached.

17 Transfer of property.

17.—(1) On the vesting day all property other than land, including choses-in-action, which immediately before that day was the property of the Board and was used in connection with a function conferred on a company by virtue of this Act shall stand vested in that company without any assignment, unless, in respect of specified property, the Board otherwise decides.

(2) The Board may on its own initiative and shall on the application of a company issue a certificate in respect of specified property, certifying, as it thinks proper, that the property vested in a particular company under this section or did not so vest in any of the companies and the certificate shall be conclusive evidence of the facts so certified.

(3) Every chose-in-action transferred by subsection (1) to a company may, after the vesting day, be sued on and recovered or enforced by the company in its own name and it shall not be necessary for the company or the Board to give notice to the person bound by the chose-in-action of the transfer effected by that subsection.

18 Transfer of rights and liabilities.

18.—(1) All rights and liabilities of the Board arising by virtue of any contract or commitment (expressed or implied) entered into by it before the vesting day in relation to functions assigned to a company under this Act shall on that day stand transferred to that company.

(2) The Board may on its own initiative and shall on the application of a company issue a certificate in respect of a specified contract or commitment certifying, as it thinks proper, that the rights and liabilities of the Board thereunder were not so transferred on the vesting day to a particular company under this section or were not so transferred to any of the companies and the certificate shall be conclusive evidence of the facts so certified.

(3) Every right and liability transferred by subsection (1) to a company may, on and after the vesting day, be sued on, recovered or enforced by or against the company in its own name and it shall not be necessary for the company or the Board to give notice to the person whose right or liability is transferred by this section of such transfer.