Gas Regulation Act 2013

PART 1 Preliminary and General

1. Short title and commencement

1. (1) This Act may be cited as the Gas Regulation Act 2013.

(2) This Act, other than section 47, shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

2. Interpretation

2. In this Act—

“Act of 1976” means Gas Act 1976;

“Act of 1987” means Gas (Amendment) Act 1987;

“Act of 2002” means Gas (Interim) (Regulation) Act 2002;

“Act of 2006” means Energy (Miscellaneous Provisions) Act 2006;

“assets” means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money) and includes securities, choses in action and documents;

“BGÉ” means Bord Gáis Éireann;

F1["board of directors" means the board of directors of the network company appointed undersection 7A;]

F1["chief executive officer" means, subject tosection 7B(6), the person appointed to be the chief executive officer of the network company under that section;]

“Commission” means Commission for Energy Regulation (as adapted by section 5 of the Act of 2002);

F1["director" means, other than insubsection (1)ofsection 7A, a person appointed to the board of directors under that section or the chief executive officer;]

“disposal date”, in relation to an energy company, means the date on which the energy company is disposed of pursuant to section 30;

“distribution system” means the system owned by BGÉ and operated by Gaslink for the transport of natural gas through local or regional pipelines with a view to its delivery to customers;

“employees of BGÉ” includes employees of the Board within the meaning of section 7A of the Act of 1976;

“energy business” means the energy business owned and operated by BGÉ and its subsidiaries and includes the functions, business activities, assets and licences of BGÉ and its subsidiaries that relate to—

(a) the supply of natural gas,

(b) the generation of electricity,

(c) the supply of electricity, and

(d) the operations of the subsidiary of BGÉ registered under the laws of the United Kingdom of Great Britain and Northern Ireland as firmus energy (Distribution) Limited under company registration number 05375370;

“energy company” shall be construed in accordance with section 21;

“Gaslink” means Gaslink Independent System Operator Ltd., being the company formed pursuant to Regulation 5 of the European Communities (Internal Market in Natural Gas) (BGÉ) Regulations 2005 (S.I. No. 760 of 2005);

“liabilities” means liabilities, debts or obligations (whether present or future and whether vested or contingent);

“licences” includes licences, authorisations and permits under —

(a) the Foreshore Act 1933,

(b) the Environmental Protection Agency Act 1992,

(c) the Electricity Regulation Act 1999,

(d) the Gas (Amendment) Act 2000,

(e) the Act of 2002,

(f) the European Communities (Greenhouse Gas Emissions Trading) Regulations 2012 (S.I. No. 490 of 2012).

F2["majority-shareholding Minister" has the same meaning as it has in the Gas (Amendment) and Miscellaneous Provisions Act 2024;]

“material interest” shall be construed in accordance with section 2(3) of the Ethics in Public Office Act 1995;

“Minister” means Minister for Communications, Energy and Natural Resources;

“Natural Gas Directive” means Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009 ^2 concerning common rules for the internal market in natural gas and repealing Directive 2003/55/EC;

“network company” shall be construed in accordance with section 5;

“network transfer date” shall be construed in accordance with section 15;

“network transfer plan” shall be construed in accordance with section 13;

“ownership”, in relation to an asset, includes proprietary rights arising under a lease, a licence or a bailment of the asset;

“rights” means any rights, powers, privileges or immunities (whether present or future and whether vested or contingent);

“transmission system” means the system owned by BGÉ and operated by Gaslink for the transport of natural gas through a high pressure pipeline, other than an upstream pipeline, with a view to delivering the gas to customers;

“subsidiary” means a subsidiary within the meaning of the Companies Acts;

“transfer date” shall be construed in accordance with section 25;

“transfer plan” shall be construed in accordance with section 21.

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 Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas.

4. Report by Minister

4. (1) The Minister shall, not later than one year after the commencement of this Part, lay before each House of the Oireachtas a report on the operation of this Act during that period.

(2) Notwithstanding the generality of subsection (1), a report under this section shall include information on—

(a) the formation of the network company,

(b) the approval of any network transfer plan,

(c) the approval of any transfer plan to an energy company,

(d) the disposal of any energy company, and

(e) the appointment of the majority-shareholding Minister under section 7B(2)(e) of the Act of 1976.

PART 2 Network company

5. Network company

5. (1) As soon as practicable after the commencement of this section, BGÉ shall form and register under the Companies Acts in accordance with this Part a private company limited by shares (in this Act referred to as the “network company”).

(2) Paragraph (b) of subsection (1) of section 6 (inserted by section 3 of, and the First Schedule to, the Companies (Amendment) Act 1983) of the Companies Act 1963 shall not apply to the network company.

(3) F3[…]

(4) F3[…]

6. Memorandum and articles of association of network company

F4[6. (1) The constitution of the network company shall be in such form, consistent with the Companies Act 2014, this Act, the Gas Act 1976, the Gas (Amendment) and Miscellaneous Provisions Act 2024, and the Natural Gas Directive, as may be approved by the majority-shareholding Minister with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.

(2) The principal objects of the network company stated in its constitution shall include the ownership and operation of the transmission system and the distribution system in a manner consistent with this Act, the Gas Act 1976, the Gas (Amendment) and Miscellaneous Provisions Act 2024, and the Natural Gas Directive.

(3) Notwithstanding anything contained in the Companies Act 2014, no alteration of the constitution of the network company shall be valid or effectual unless made with the prior approval of the majority shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.]

7. Directors of network company

7. F5[…]

7A. F6[Appointment of board of directors of network company

7A. (1) Subject tosection 7B(6), each director of the network company standing appointed pursuant tosection 7immediately before the transfer day shall cease to be a director of the network company on the transfer day.

(2) The network company shall have a board (in this Act referred to as the "board of directors") which shall consist of at least 5 and not more than 9 directors (including its chairperson and the chief executive officer), each of whom shall be appointed by the majority-shareholding Minister, having consulted with the Minister for Public Expenditure, National Development Plan Delivery and Reform.

(3) The majority-shareholding Minister, having consulted with the Minister for Public Expenditure, National Development Plan Delivery and Reform, shall appoint one of the directors (other than the chief executive officer) to be its chairperson.

(4) The board of directors may act notwithstanding one or more vacancies among its directors subject to having a quorum of 3.

(5) There may be paid to the directors, out of moneys at the disposal of the network company, such allowances for expenses incurred by them as the majority-shareholding Minister, with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform, may determine.

(6) The majority-shareholding Minister shall, in so far as is practicable, endeavour to ensure that among the directors there is an equitable balance between men and women.

(7) A director (other than the chief executive officer) shall hold office for such period, not exceeding 5 years from the date of his or her appointment, as the majority-shareholding Minister shall determine.

(8) A director (other than the chief executive officer) whose term of office expires by effluxion of time shall be eligible for reappointment to the board of directors provided he or she does not hold office for more than 2 terms of office, whether the terms are served consecutively or otherwise.

(9) An appointment to the board of directors and the appointment of the company secretary of that board of directors shall each be subject to such terms and conditions as are set out in the constitution of the network company.

(10) A person shall not be appointed or act as a director if he or she is a director or an officer of a company or other body corporate which engages, within or outside the State, in—

(a) the supply of natural gas,

(b) the shipping of natural gas,

(c) the production of natural gas,

(d) the supply of electricity, or

(e) the generation of electricity.

(11)(a) The majority-shareholding Minister may, at any time, remove a director (other than the chief executive officer) from office if the majority-shareholding Minister is of the opinion that—

(i) the director has become incapable through ill-health of performing the functions of such director,

(ii) the director has committed stated misbehaviour,

(iii) the director has contravenedsubsection (10)orsection 10(1), or

(iv) the removal of the director appears to the majority-shareholding Minister to be necessary for the effective performance by the network company of its functions.

(b) Where a person is removed from office pursuant toparagraph (a), he or she shall cease to be qualified, and cease, to be a director.

(12) A director may resign from office by giving notice in writing to the majority shareholding Minister of his or her resignation and the resignation shall take effect on the day on which the majority-shareholding Minister receives the notice.

(13) In this section andsection 7B, "transfer day" has the same meaning as it has in the Gas (Amendment) and Miscellaneous Provisions Act 2024.]

7B. F7[Chief executive officer

7B. (1) Subject tosubsection (6), the board of directors shall, with the consent of the majority-shareholding Minister, appoint the chief executive officer of the network company.

(2) The chief executive officer shall—

(a) carry on, manage and control generally, the administration of the network company, and

(b) advise the directors of the network company in relation to the performance by the network company of its functions.

(3) Subject tosection 7A(2), the chief executive officer shall be an ex officio director but he or she shall not be the chairperson.

(4) The chief executive officer shall not hold any other office or occupy any other position in respect of which emoluments are payable or carry on any business without the consent of the board of directors of the network company.

(5) Subject tosubsection (6), the chief executive officer shall hold office under a written contract of service for such term, and subject to such terms and conditions (including terms and conditions relating to remuneration, allowances and superannuation) as are specified in the contract, as may be determined by the board of directors with the approval of the majority-shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.

(6) The person who stands appointed as chief executive officer of the network company immediately before the transfer day shall, for the remainder of his or her term of office, continue to—

(a) hold that office upon and subject to the same terms and conditions as applied to his or her appointment immediately before the transfer day, and

(b) be an ex officio director.

(7) The chief executive officer may, with the consent of the majority shareholding Minister, be removed from office by the board of directors for stated reasons.]

8. Disqualification for office of director of network company

8. (1) A director of the network company shall cease to be qualified, and cease, to be a director of the network company if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or an arrangement with creditors,

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

(d) is convicted of any indictable offence in relation to a company,

(e) is convicted of an offence involving fraud or dishonesty, whether in connection with a company or not, or

(f) is the subject of an order under section 160 of the Companies Act 1990.

(2) This section is in addition to, and not in substitution for, any provision of the Companies Acts by virtue of which a person is not qualified, or shall cease, to be a director of a company.

9. Member of either House of Oireachtas or European Parliament

9. (1) Where a director of the network company is—

(a) nominated as a member of Seanad Éireann,

(b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament, or

(c) regarded pursuant to Part XIII of the Second Schedule to the Act of 1997 as having been elected to that Parliament,

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

(2) Where a member of the staff of the network company is—

(a) nominated as a member of Seanad Éireann,

(b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament, or

(c) regarded pursuant to Part XIII of the Second Schedule to the Act of 1997 as having been elected to that Parliament,

he or she shall thereupon cease to be a member of the staff of the network company.

(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 European Parliament shall, while he or she is so entitled or is such a member, be disqualified for being a director of the network company.

(4) In this section “Act of 1997” means European Parliament Elections Act 1997.

10. Disclosure of interests by directors of network company

10. (1) Where at a meeting of the directors of the network company any of the following matters arises, namely—

(a) an arrangement to which the network company is a party or a proposed such arrangement, or

(b) a contract or other agreement with the network company or a proposed such contract or other agreement,

then, any director of the company present at the meeting who otherwise than in his or her capacity as such director has a material interest in the matter shall—

(i) at the meeting disclose the fact of such interest and the nature thereof to the other directors of the network company present,

(ii) neither influence nor seek to influence a decision to be made in relation to the matter,

(iii) absent himself or herself from the meeting or that part of the meeting during which the matter is being discussed,

(iv) take no part in any deliberation relating to the matter, and

(v) not vote on a decision relating to the matter.

(2) Where a material interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where at a meeting of the directors of the network company a question arises as to whether or not a course of conduct, if pursued by a director of the company, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may, subject to subsection (4), be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(4) Where, at a meeting of the directors of the network company, the chairperson of the meeting is the director in respect of whom a question to which subsection (3) applies falls to be determined, then the other directors of the company attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(5) F8[…]

(6) Section 194 (as amended by section 2 of the Companies (Amendment) Act 2009) of the Companies Act 1963 shall not apply to a director of the network company.

11. Disclosure of interests by members of staff of network company

11. (1) Where a member of the staff of the network company has a material interest, otherwise than in his or her capacity as such a member, in any contract, agreement or arrangement to which the network company is a party, or any proposed such contract, agreement or arrangement, that person shall—

(a) disclose to the network company his or her interest and the nature thereof,

(b) take no part in the negotiation of the contract, agreement or arrangement or in any deliberation by the network company or members of the staff of the network company in relation thereto, and

(c) neither influence nor seek to influence a decision to be made in relation to the matter nor make any recommendation in relation to the contract, agreement or arrangement.