State Airports Act 2004

PART 1 Preliminary and General

1. Short title, collective citation and construction.

1. —(1) This Act may be cited as the State Airports Act 2004.

(2) The Air Navigation and Transport Acts 1936 to 1998, the Air Navigation and Transport (International Conventions) Act 2004 and this Act (other than Part 3 and section 25) may be cited together as the Airports and Aviation Acts 1936 to 2004, and are to be construed together as one.

(3) The Customs-free Airport Acts 1947 and 1958 and section 25 may be cited together as the Customs-free Airport Acts 1947 to 2004.

(4) The Aviation Regulation Act 2001 and Part 3 may be cited together as the Aviation Regulation Acts 2001 to 2004.

2. Interpretation.

2. —(1) In this Act—

“Act of 1998” means Air Navigation and Transport (Amendment) Act 1998;

“Act of 2001” means Aviation Regulation Act 2001;

“Minister” means Minister for Transport.

(2) In this Act—

(a) a reference to a section, Part or Schedule is a reference to a section or Part of, or Schedule to, this Act, unless it is indicated that a reference to some other enactment is intended,

(b) a reference to a subsection or paragraph is a reference to a subsection or paragraph of the provision in which the reference occurs, unless it is indicated that a 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 including this Act.

3. Expenses.

3. —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.

PART 2 Dublin, Cork and Shannon Airport Authorities (Restructuring of Aer Rianta)

4. Definitions (Part 2).

4. —In this Part, unless the context otherwise requires—

“Act of 1977” means Worker Participation (State Enterprises) Act 1977;

“Aer Rianta” means Aer Rianta, cuideachta phoiblí theoranta;

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

“company” other than in section 15, means F1[daa], Cork Airport Authority and Shannon Airport Authority or, as the case may be, any of them;

“Cork Airport” means the State airport known as Cork Airport;

“Cork Airport Authority” means Cork Airport Authority, public limited company;

“Cork appointed day” means the day appointed under section 5 to be the appointed day in respect of Cork Airport Authority;

F1[‘daa’ means daa, public limited company;]

“Dublin Airport” means the State airport known as Dublin Airport;

“Dublin appointed day” is to be construed in accordance with section 5(4);

“functions” includes powers and duties, and a reference to the performance of functions includes, with respect to powers and duties, a reference to the exercise of the powers and the carrying out of duties;

“recognised trade union or staff association” means a trade union or staff association recognised by Aer Rianta or a company for the purposes of negotiations which are concerned with the remuneration or conditions of employment, or the working conditions of employees;

“relevant appointed day” means Dublin, Cork or Shannon appointed day or any or all of those days, as the case may be;

“restructuring” means the doing of all things as are necessary for the purposes of giving effect to this Part, and, in particular to sections 7 and 8, in providing for full legal autonomy and independence of each of Dublin Airport Authority, Cork Airport Authority and Shannon Airport Authority;

“Shannon Airport” means the State airport known as Shannon Airport;

F1[‘Shannon Airport Authority’ has the meaning assigned to it in section 2 of the State Airports (Shannon Group) Act 2014;]

“Shannon appointed day” means the day appointed under section 5 to be the appointed day in respect of Shannon Airport Authority;

F1[‘State Airport’ means an airport in the State, managed and controlled by a company;]

“subsidiary” other than in section 13, has the same meaning as in section 155 of the Companies Act 1963;

“worker director” means a director appointed under this Act in accordance with the Act of 1977.

5. Appointed days.

5. —(1) Subject to this section, the Minister may, after the Dublin appointed day, for the purposes of this Part, with the consent of the Minister for Finance, by order or orders appoint a day to be the appointed day in respect of each of the following:

(a) Cork Airport Authority (“Cork appointed day”); and

(b) Shannon Airport Authority (“Shannon appointed day”).

(2) The Cork and Shannon appointed days shall not be earlier than 30 April 2005.

(3) Before the making of an order under subsection (1), the Minister and the Minister for Finance shall be satisfied as to the state of operational and financial readiness, including business planning, of Dublin, Shannon and Cork airports.

(4) The Dublin appointed day is the day appointed by order under section 9(6).

6. Dublin, Cork and Shannon Airport Authorities.

6. —(1) Aer Rianta, cuideachta phoiblí theoranta, shall on the Dublin appointed day be re-named as, in the English language, Dublin Airport Authority, public limited company, or in the Irish language, Údarás Aerfort Bhaile Átha Cliath, cuideachta phoiblí theoranta. The company shall amend its memorandum and articles of association to reflect this change of name.

(2) The Minister shall, after consultation with the Minister for Finance at any time after the passing of this Act, but—

(a) F2[…]

(b) before the Shannon appointed day, cause a public company limited by shares with effect from such appointed day to have vested in it, manage, operate and develop Shannon Airport,

to be formed and registered under the Companies Acts and to conform to the conditions laid down in this Act.

(3) The name of the company to have vested in it, manage, operate and develop—

(a) F3[…]

(b) Shannon Airport, on the Shannon appointed day, shall be in the English language, Shannon Airport Authority, public limited company, or in the Irish language Údarás Aerfort na Sionna, cuideachta phoiblí theoranta.

(4) The Act of 1998 is amended as set out in the Schedule with effect from the Dublin appointed day.

F4[(5) A reference in any other enactment or instrument made under an enactment to Aer Rianta is to be read as a reference to—

(a) daa,

(b) Shannon Airport Authority, and

(c) from the Cork appointed day, Cork Airport Authority,

or any of them, as the case may be.]

7. Restructuring of Aer Rianta.

7. —(1) Subject to Part IV of the Companies (Amendment) Act 1983, the transfer of assets, liabilities, contracts, rights, obligations and other things necessary to give effect to the restructuring shall as soon as possible, with effect from the Cork or Shannon appointed day, as the case may be, be effected by Dublin Airport Authority and (where relevant) any of its subsidiaries or by the Minister under subsection (2), or by a combination of both.

(2) The Minister may, with the consent of the Minister for Finance, by order or orders, provide for the doing of all such matters as he or she believes necessary to give effect to the restructuring.

(3) An order under subsection (2) may contain such provisions as the Minister considers necessary, including provisions dealing with assets, liabilities, contracts, rights, obligations and other things and provisions specifying the manner, the order in which and the effect of any transfer or transaction relating to such assets, liabilities, contracts, rights, obligations and other things.

(4) Dublin Airport Authority or any of its subsidiaries may, with the consent of the Minister, or shall at his or her direction enter into such arrangements with Cork Airport Authority and Shannon Airport Authority (including the terms and conditions upon which such arrangements may be entered into) for the purposes of effecting the restructuring and enabling Cork Airport Authority and Shannon Airport Authority to discharge their functions under this Act.

(5) The Minister may also give a direction prohibiting Aer Rianta or any of the companies from dealing with specified assets in a manner contrary to the direction.

(6) In addition to section 38 of the Act of 1998, the Minister may give a direction to Aer Rianta or a company in relation to any matter relating to or in anticipation of the restructuring.

(7) Aer Rianta and each company shall provide to the Minister all such information and other assistance as the Minister may require for the purpose of or in connection with the restructuring.

(8) Costs arising from the restructuring may be paid by the Minister, to such extent as may be sanctioned by the Minister for Finance.

(9) Section 12 of the Act of 1998 does not apply to the transfer of any asset under this section.

(10) For the purposes of the restructuring a company or any of its subsidiaries may issue any class of shares in the share capital of the company or any of its subsidiaries (as the case may be) to any other company or subsidiary of that company with the consent of the Minister for Finance given after consultation with the Minister.

(11) The Minister may, with the consent of the Minister for Finance, by order confer on Aer Rianta, such additional functions connected with the restructuring as he or she thinks fit (including those required under section 9(6)) subject to such conditions (if any) as may be specified in the order. An order under this subsection may contain such incidental or supplementary provisions as may, in the opinion of the Minister, be necessary to give full effect to the order.

(12) In this section “assets” includes any property (real or personal) land, subsidiaries and any direct or indirect shareholdings of Aer Rianta, or Dublin Airport Authority, as the case may be, or any of its subsidiaries.

8. Power of company to manage and develop its airport, etc.

8. —(1) F5[…]

(2) F5[…]

(3) F5[…]

(4) F5[…]

F6[(5) daa shall have vested in it, manage, operate and develop Dublin Airport and, until the Cork appointed day, Cork Airport.]

(6) Cork Airport Authority shall, from the Cork appointed day, have vested in it, manage, operate and develop Cork Airport.

(7) Shannon Airport Authority shall, from the Shannon appointed day, have vested in it, manage, operate and develop Shannon Airport.

(8) There shall be prepared and submitted to the Minister and the Minister for Finance, for their approval a comprehensive business plan—

(a) before the Cork appointed day, by Cork Airport Authority, for the management, operation and development of Cork Airport from the Cork appointed day, and

(b) before the Shannon appointed day, by Shannon Airport Authority, for the management, operation and development of Shannon Airport from the Shannon appointed day.

(9) Dublin Airport Authority, in connection with the preparation and submission of the business plans for Cork Airport and Shannon Airport under subsection (8), shall, from such date as decided by the Minister, prepare and submit to the Minister and the Minister for Finance for their approval a comprehensive business plan for the management, operation and development of Dublin Airport.

(10) Each company shall manage, operate and develop any other airport that may be established or owned by it under subsection (13).

(11) A company shall manage, operate and develop any other airport that may become or remain vested in it under section 7 and (where relevant) under any arrangement in place under subsection (1).

(12) Each company shall ensure the provision of such services and facilities as are, in the opinion of that company, necessary for the operation, maintenance and development of its airports, including roads, bridges, tunnels, approaches, water supply works and water mains, gasworks and gas pipelines, sewers and sewage disposal works, electric lines, telecommunications facilities, lights and signs, apparatus, equipment, buildings and accommodation of whatever kind.

(13) Each company may, with the consent of the Minister given after consultation with the Minister for Finance and subject to such conditions as the Minister may determine, establish a new airport (whether within or outside the State) or become the owner in whole or in part or manager or operator of an existing airport. This subsection does not apply to an arrangement under this section.

(14) Where the Irish Aviation Authority ceases to provide terminal services at a State airport the company to which that airport belongs or which has responsibility for such airport shall, with the consent of that Authority, ensure the provision of those services at the airport.

(15) The Irish Aviation Authority shall not unreasonably withhold its consent under subsection (14).

(16) Section 16 of the Act of 1998 is repealed on the Dublin appointed day.

(17) Unless otherwise paid by the Minister under section 7(8), the costs incurred in the establishment and running of each of Cork and Shannon Airport Authorities prior to their respective appointed days in connection with the restructuring shall to such extent as may be sanctioned by the Minister for Transport, with the consent of the Minister for Finance, be paid by Aer Rianta or the Dublin Airport Authority, as the case may be.

(18) Any function of Dublin Airport Authority which is necessary for the discharge of functions by Cork Airport Authority and Shannon Airport Authority under an arrangement entered into under subsection (1) shall, to the extent necessary for the performance of such arrangement, also be regarded as a function of Cork Airport Authority and Shannon Airport Authority.

9. Memorandum and articles of association of company.

9. —F7[(1) The memorandum and articles of association of daa and, from its appointed day, Cork Airport Authority, shall be in such form consistent with the Airports and Aviation Acts 1936 to 2014 as may be approved of by the Minister with the consent of the Minister for Public Expenditure and Reform.

(2) The articles of association of daa and from its appointed day, Cork Airport Authority, shall be consistent with section 22(3) of the Act of 1998.]

(3) The principal objects of each company shall, from its appointed day, be those set out in section 23 of the Act of 1998.

(4) (a) It shall be the general duty of each company from its appointed day—

(i) to conduct its affairs so as to ensure that the revenues of the company are not less than sufficient taking one year with another to—

(I) meet all charges which are properly chargeable to its revenue account,

(II) generate a reasonable proportion of the capital it requires, and

(III) remunerate its capital and pay interest on and repay its borrowings,

(ii) to take such steps either alone or in conjunction with other persons as are necessary for the efficient operation, safety, management and development of its airports,

(iii) to conduct its business at all times in a cost-effective manner, and

(iv) to regulate operations within its airports.

(b) Nothing in this subsection shall be construed as imposing on a company, either directly or indirectly, any form of duty or liability enforceable by proceedings before any court to which it would not otherwise be subject.

(c) In carrying out its functions, a company shall have regard to—

(i) the development of air transport,

(ii) any policy, financial or other guidelines given by the Minister to a company, in relation to the functions conferred on a company, and

(iii) the safety standards in relation to the operation of aircraft and air navigation applied and enforced by the Irish Aviation Authority.

(5) Notwithstanding the Act of 1998, the memorandum and articles of association of Aer Rianta may be amended in such manner as may for the purpose of the restructuring be determined by the Minister with the consent of the Minister for Finance.

(6) The principal objects of Aer Rianta shall, with effect from such day as the Minister shall by order appoint, in addition to those set out in section 23 of the Act of 1998, include an additional object to do all things as are necessary to give effect to the restructuring and its memorandum of association shall be amended accordingly. The day so appointed is the Dublin appointed day.

(7) In the formation of Cork Airport Authority and Shannon Airport Authority the Minister shall, with the consent of the Minister for Finance, draw up memoranda and articles of association for them and their principal objects shall be stated in their memoranda of association and each authority shall have all such functions as are necessary to give effect to such objects.

(8) In the formation of Cork Airport Authority and Shannon Airport Authority, the Minister shall, with the consent of the Minister for Finance, appoint such persons as directors to the boards of Cork Airport Authority and Shannon Airport Authority in accordance with the articles of association of the relevant company and section 22 (as amended by paragraph 9 of the Schedule) of the Act of 1998 applies to such appointments.

(9) The Minister may, with the consent of the Minister for Finance and following consultation with such trade union representatives as he or she believes appropriate, appoint on a temporary basis persons as worker directors to the boards of Cork Airport Authority F8[…] until the Minister is in a position to appoint persons as directors under the Act of 1977.

(10) Prior to their respective appointed days a chairperson shall be appointed to each of the boards of Cork Airport Authority and Shannon Airport Authority by the Minister, with the consent of the Minister for Finance, and section 27 (as amended by paragraph 12 of the Schedule) of the Act of 1998 applies to such appointments.

(11) Prior to their respective appointed days, a Chief Executive may be appointed to Cork Airport Authority and to Shannon Airport Authority by such directors appointed under subsection (8) and (9) (if any) and section 29 (inserted by paragraph 14 of the Schedule) of the Act of 1998 applies to such appointments.

10. Share capital of Cork and Shannon Airport Authorities.

F9[10.(1) The authorised share capital of Cork Airport Authority shall be such amount as may be determined from time to time by the Minister for Public Expenditure and Reform, after consultation with the Minister, divided into shares of €1 each.