Turf Development Act 1998

PART I Preliminary and General

1 Short title and collective citation.

1.—(1) This Act may be cited as the Turf Development Act, 1998.

(2) The Turf Development Acts, 1946 to 1995, and this Act may be cited together as the Turf Development Acts, 1946 to 1998.

2 Interpretation.

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

“the Act of 1946” means the Turf Development Act, 1946;

“the Act of 1953” means the Turf Development Act, 1953;

“the Act of 1963” means the Companies Act, 1963;

“the Act of 1990” means the Turf Development Act, 1990;

“the Acts” means the Companies Acts, 1963 to 1990;

“approval of the Minister” means the prior approval in writing of the Minister and cognate expressions shall be construed accordingly;

“the Board” means Bord na Móna;

“company” means a company formed and registered under the Acts;

“the Company” means the company formed and registered under the Acts, pursuant to section 7;

“consent of the Minister” means the prior consent in writing of the Minister;

“director” means a director of the Company;

“enactment” includes an instrument made under an enactment;

“functions” includes powers and duties and references to the performance of a function include, as respects a power or a duty, references to the exercise of the power or the carrying out of the duty;

“the Managing Director” means the chief officer of the Company appointed under section 26;

“the Minister” means the Minister for Public Enterprise;

“recognised trade unions or staff associations” means trade unions or staff associations recognised by the Company or a subsidiary for the purposes of negotiations that are concerned with the remuneration or conditions of employment, or the working conditions, of members of the staff of the Company or the subsidiary, as the case may be;

“shares” means fully paid-up shares in the share capital of the Company,

“subsidiary”, other than in Part III of this Act, means a subsidiary (within the meaning of the Act of 1963) of the Company;

“the subsidiaries” means the companies formed and registered under the Acts pursuant to section 34 and “subsidiary” in Part III of this Act shall be construed accordingly;

“the transfer day”, in relation to each of the subsidiaries, means the day appointed under section 35 to be the transfer day in relation to that subsidiary;

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

(2) In this Act—

(a) a reference to a section is a reference to a section of this Act unless it is indicated that reference to some other provision is intended,

(b) a reference to a subsection, paragraph or subparagraph is a reference to a subsection, paragraph or subparagraph of the provision in which the reference occurs unless it is indicated that reference to some other provision is intended, and

(c) a reference to any enactment shall be construed as a reference to that enactment as amended, adapted or extended by or under any subsequent enactment.

3 Provision in relation to orders.

3.—The Minister may by order amend or revoke an order under this Act (including an order under this section).

4 Repeal.

4.—Section 25 of the Energy (Miscellaneous Provisions) Act, 1995, is hereby repealed.

5 Expenses of Minister and Minister for Finance.

5.—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 and the expenses incurred by the Minister for Finance in the administration of this Act shall be paid out of moneys provided by the Oireachtas.

PART II Bord na Móna, public limited company

6 The vesting day.

6.—The Minister shall, as soon as may be after the registration of the Company under the Acts, and after consultation with the Minister for Finance and the Board, by order appoint a day to be the vesting day.

7 Formation of Bord na Móna, public limited company.

7.—The Board shall, as soon as may be, subject to the consent of the Minister and the Minister for Finance, cause a public company limited by shares and conforming to the conditions laid down in this Act to be formed and registered under the Acts.

8 Name and capital formation of Company.

8.—(1) The name of the company formed under section 7 shall be Bord na Móna, public limited company, and the company so formed is referred to in this Act as “the Company”.

(2) The authorised share capital of the Company shall be £300,000,000 or such other amount as may be determined by the Minister for Finance after consultation with the Minister.

(3) The Company may, with the consent of the Minister for Finance given after consultation with the Minister, divide the shares into different classes and attach to those classes any rights, privileges or conditions.

9 Form of memorandum of association of Company.

9.—(1) The memorandum of association of the Company shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance.

(2) The principal objects of the Company shall be those comprised in the functions conferred on the Board by the Turf Development Acts, 1946 to 1995.

(3) Nothing in this section shall prevent or restrict the inclusion among the objects of the Company as stated in its memorandum of association of all such objects and powers as are reasonably necessary or proper for or incidental or ancillary to the due attainment of its principal objects and are not inconsistent with this Act.

(4) The Company shall have all those functions that were vested in the Board immediately before the vesting day and are not otherwise conferred on the Company by or under this Act.

(5) Any enactment that, immediately before the vesting day, applied to the Board and whose application to the Company is necessary for the purpose of giving full effect to the conferral of functions by or under this Act on the Company and is not otherwise effected by this Act shall apply on and after that day with any necessary adaptations to the Company as it applied to the Board in so far as such application is necessary as aforesaid.

10 Form of articles of association of Company.

10.—The articles of association of the Company shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance.

11 Restriction on alteration of memorandum or articles of association.

11.—Notwithstanding anything contained in the Acts, an alteration in the memorandum of association or articles of association of the Company shall not be valid or effectual unless made with the approval of the Minister given with the consent of the Minister for Finance.

12 Issue of share to Minister.

12.—(1) The Company shall issue one share to the Minister.

(2) The Minister may exercise in respect of his or her share all the rights and powers of a holder of such a share and, where a right or power is exercisable by attorney, exercise it by his or her attorney.

(3) The cost of such share shall be advanced to the Minister out of the Central Fund or the growing produce thereof.

13 Issue of shares to subscribers to memorandum of association of Company.

13.—(1) The Company shall issue one share to each of the subscribers to the memorandum of association of the Company.

(2) The cost of such shares shall be advanced to the subscribers out of the Central Fund or the growing produce thereof.

14 Obligation of certain shareholders to hold shares in trust.

14.—(1) A member of the Company to whom a share is issued under section 13 or transferred under section 16(2) shall hold that share in trust for the Minister for Finance and shall accordingly be bound to pay all dividends and other money which he or she receives in respect of the share to the Minister for Finance for the benefit of the Exchequer and to transfer the share, as and when required by the Minister for Finance, to him or her or a person nominated in that behalf by him or her.

(2) Save when required pursuant to subsection (1), such member as aforesaid shall not transfer or alienate his or her share.

(3) Upon the death of a member of the Company referred to in subsection (1), the share held by such member shall, without the necessity for a transfer, vest in the Minister for Finance.

15 Issue of shares to Minister for Finance.

15.—(1) As soon as may be after the vesting day, the Company shall issue to the Minister for Finance shares whose nominal value is such that, when it is added to the nominal value of the shares issued under sections 12 and 13, the total nominal value of issued shares is equal to the value of the net assets of the Company on the vesting day as determined by the Minister with the concurrence of the Minister for Finance.

(2) As soon as may be after the making of a payment by the Minister for Finance under section 21, the Company shall issue to the Minister for Finance shares equal in nominal value to the amount of the payment.

16 Exercise of powers by Minister for Finance in respect of shares.

16.—(1) Subject to the provisions of this Act, the Minister for Finance may, in respect of shares held by him or her, exercise all the rights of a holder of such shares and, where such a right or power is exercisable by attorney, exercise it by his or her attorney and, subject to subsection (3), may dispose of shares held by him or her.

(2) The Minister for Finance may, from time to time as occasion requires for the purposes of compliance with so much of the Acts as requires that there shall always be a minimum number of members of a company, transfer without payment therefor to any person one of his or her shares.

(3) The Minister for Finance shall not, unless authorised by Dáil Éireann by resolution to do so, reduce his or her holding of shares to less than a majority of the issued shares.

17 Payment of dividends, etc., into Exchequer.

17.—All amounts representing dividends or other money received by the Minister for Finance in respect of shares held by him or her shall be paid into or disposed of for the benefit of the Exchequer in such manner as he or she may direct.

18 Directors.

18.—(1) The number of directors shall not exceed 12.

(2) Subject to subsection (3), the directors (other than the Managing Director) shall be appointed and may be removed from office by the Minister with the consent of the Minister for Finance.

(3) The members of the Board shall, on the vesting day, become and be directors and shall hold office as directors for the remainder of the terms for which they were appointed to be members of the Board.

(4) A person who holds the office of director shall be eligible for re-appointment to that office.

(5) Subject to subsections (2), (3) and (6), the directors (other than the Managing Director) shall hold office for such period not exceeding 5 years as may be determined by the Minister with the consent of the Minister for Finance at the time of their appointment.

(6) Four of the directors shall be persons appointed under the Worker Participation (State Enterprises) Acts, 1977 to 1993, who are willing to accept office.

(7) A director may at any time resign his or her office as a director by letter addressed and given or sent to the Minister and the resignation shall take effect on and from the date (which shall be the date of, or a date later than the date of, the letter) specified in the letter for that purpose.

(8) Subsections (3) and (4) of section 9 and section 10 of the Act of 1946 shall, during the period when a person holds office as a director by virtue of subsection (3), apply in relation to that person as if the references to the Board were references to the Company and the references to a member of the Board or to members of the Board were references to a director or, as the case may be, to directors and with any other necessary adaptations, and subsections (1) and (2) of section 19 and subsections (2) and (5) shall have effect accordingly.

19 Chairperson of Company.

19.—(1) Subject to subsection (2), the chairperson of the Company shall be appointed from among the directors by the Minister with the consent of the Minister for Finance and may, subject to section 18(8), be removed from office by the Minister with the like consent and shall hold office as such chairperson for such period not exceeding 5 years as may be determined by the Minister with the consent of the Minister for Finance at the time of his or her appointment.

(2) The person who, immediately before the vesting day, is the Chairman of the Board shall, on that day, become and be the chairperson of the Company and shall hold office as such chairperson for the remainder of the term for which he or she had been appointed to be the Chairman of the Board.

(3) A person who holds the office of chairperson of the Company shall be eligible for re-appointment to that office.

(4) A person who ceases to hold the office of chairperson of the Company may, if the Minister, with the consent of the Minister for Finance, so determines, continue to hold the office of director and he or she shall be eligible for re-appointment as a director.

20 Terms and conditions of office of chairperson and other directors.

20.—The remuneration (including allowances for expenses) of the chairperson of the Company and the other directors and the other terms and conditions upon and subject to which they hold their respective offices shall be determined by the Minister with the consent of the Minister for Finance.

21 Payment by Minister for Finance to Company.

21.—(1) The Minister for Finance may pay to the Company, in one or more amounts, a sum not exceeding £10,000,000.

(2) An amount paid to the Company under subsection (1) shall be applied by the Company solely in the payment of debts transferred to the Company under section 52 and shall be so applied as soon as may be.

22 Borrowing by Company and subsidiaries.

22.— (1) (a) Subject to the consent of the Minister and the Minister for Finance, the Company or a subsidiary may, whether on the security of its assets or otherwise, borrow money (including money in a currency other than the currency of the State).

(b) Subject to subsection (2), the aggregate at any time of borrowings under paragraph (a) (other than borrowings from the Company or a subsidiary) shall not exceed £100 million.

(2) The Company or a subsidiary may borrow money temporarily (including money in a currency other than the currency of the State) but the aggregate at any time of such borrowings (other than borrowings from the Company or a subsidiary) shall not exceed such amount as may be specified by the Minister with the consent of the Minister for Finance.

(3) For the purposes of this section moneys borrowed in a currency other than the currency of the State shall be deemed to be the equivalent in the currency of the State of the actual moneys borrowed, such equivalent being calculated according to the rate of exchange at the time of such borrowing for that currency and the currency of the State.

23 Guaranteeing by Minister for Finance of borrowing.

23.— (1) The Minister for Finance may, after consultation with the Minister, guarantee, in such form and manner and on such terms and conditions as he or she thinks fit, the due repayment by the Company or a subsidiary of the principal of any money (including money in a currency other than the currency of the State) borrowed by the Company or the subsidiary or the due payment of instalments or other amounts of money owed by the Company or a subsidiary under a contract entered into by the Company or the subsidiary or the payment of interest on any such money, instalment or amount or both the repayment of principal or payment of such instalments or amounts, as the case may be, and the payment of the interest, and any such guarantee may include a guarantee of payment of commission and incidental expenses arising in connection with such borrowings or such contract.

(2) The Minister for Finance shall not so exercise the powers conferred on him or her by this section that the amount or the aggregate amount of principal which he or she may at any one time be liable to repay on foot of any guarantee or guarantees under this section for the time being in force, together with the amount of principal (if any) which the Minister for Finance has previously paid on foot of any guarantee under this section and which has not been repaid by the Company or a subsidiary exceeds £100 million.

(3) In calculating the amount of borrowings or instalments or other money guaranteed by the Minister for Finance under this section for the purposes of subsection (2), the equivalent in the currency of the State of borrowings or instalments or other money in a foreign currency shall be calculated at the rate of exchange at the time of the giving of the guarantee for that currency and the currency of the State.

(4) Where a guarantee under this section is or has been given, the Company shall, if the Minister for Finance so requires give to him or her such security (including, in particular, debentures) as may be specified in the requirement for the purpose of securing to the Minister for Finance the repayment of any money which he or she 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 him or her under the guarantee before the end of that year, the amount of the payment and the amount (if any) repaid to him or her on foot of the payment,

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

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

(7) Money paid by the Minister for Finance under a guarantee under this section shall be repaid to him or her (with interest thereon at such rate or rates as the Minister for Finance appoints) by the Company or by the subsidiary concerned within such period from the date of payment by the Minister for Finance as may be specified by him or her after consultation with the Company or the subsidiary, as may be appropriate.