Water Services Act 2013

PART 1 Preliminary and General

1. Short title and commencement.

1.— (1) This Act may be cited as the Water Services Act 2013.

(2) This Act 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. Definitions.

2.— In this Act—

“Act of 1963” means the Companies Act 1963;

“Act of 1976” means the Gas Act 1976;

“Act of 1999” means the Electricity Regulation Act 1999;

“Act of 2001” means the Local Government Act 2001;

“Act of 2007” means the Water Services Act 2007;

F1[“Act of 2014”means the Companies Act 2014;]

F1[“appointed day”means the day appointed by order under section 6 (1) of the Water Services (Amendment) Act 2022;]

F2[“Board”has the meaning assigned to it bysection 6A(2);]

F1[“chief executive officer”has the meaning assigned to it bysection 6B(1);]

“Commission” means the Commission for Energy Regulation established under section 8 of the Act of 1999;

F1[“director”means a person appointed to the Board undersection 6A(2);]

F1[“enactment”has the same meaning as it has in the Interpretation Act 2005;]

F1[“financial year”shall be construed in accordance withsection 17A;]

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

“Minister” means the Minister for the Environment, Community and Local Government;

F3[…]

“water services authority” has the same meaning as it has in the Act of 2007.

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.

PART 2 Subsidiary Company

4. Formation of company.

4.— F4[Ervia] shall, after consultation with the Minister, the Minister for Communications, Energy and Natural Resources and the Minister for Public Expenditure and Reform, cause a private company limited by shares F5[…] conforming to the conditions laid down in this Act to be formed and registered under the Companies Acts.

5. Name and share capital of subsidiary.

5.— F6[(1) The company formed and registered under the Companies Acts in accordance withsection 4, known in the Irish language as UisceÉireann and in the English language as Irish Water, shall be known, on and from the day immediately before the appointed day, only as its name in the Irish language, UisceÉireann.]

F7[(1A) UisceÉireann is the national authority for water services with responsibility for the functions assigned to it by or under the Water Services Acts 2007 to 2022.

(1B) Subsections (1) to (3) of section 969 of the Act of 2014 shall not apply to UisceÉireann.]

(2) F8[…]

(3) The F9[constitution] of F10[UisceÉireann] shall not specify an authorised share capital that differs from such amount as may be determined by the Minister, with the consent of F8[…] the Minister for Public Expenditure and Reform.

F7[(3A) On the appointed day, UisceÉireann shall issue—

(a) one share to the Minister, and

(b) 99 shares to the Minister for Public Expenditure and Reform.

(3B) UisceÉireann may, from time to time, with the prior consent of the Minister, issue to that Minister or to the Minister for Public Expenditure and Reform such number of shares as may be agreed upon, and are subscribed for, by that Minister of the Government.

(3C) No consideration shall be payable by the Minister or the Minister for Public Expenditure and Reform in respect of shares issued undersubsection (3A).

(3D) The whole of the issued share capital of UisceÉireann shall be held by the Minister and the Minister for Public Expenditure and Reform.

(3E) Subject tosubsection (3F), the Minister and the Minister for Public Expenditure and Reform, may, in respect of the shares in UisceÉireann for the time being held by either of them, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares.

(3F) The Minister or the Minister for Public Expenditure and Reform shall not alienate the shares issued to him or her undersubsections (3A)or(3B), as the case may be.]

(4) F8[…]

(5) F8[…]

(6) F8[…]

6. Memorandum and articles of association of subsidiary.

6.— F11[(1) The constitution of UisceÉireann shall be in such form consistent with the Act of 2014 and with this Act as may be approved by the Minister and the Minister for Public Expenditure and Reform.]

(2) F12[…]

F11[(3) Notwithstanding anything contained in the Act of 2014, no alteration of the constitution of UisceÉireann shall be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.]

6A. F13[Board of Uisce Éireann.

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

(2) UisceÉireann shall have a board (in this Act referred to as the“Board”) which shall consist of at least 5 and not more than 10 directors (including its chairperson and the chief executive officer), each of whom shall be appointed by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(3) The Minister, with the consent of the Minister for Public Expenditure and Reform, shall appoint one of the directors of UisceÉireann to be its chairperson.

(4) Of the persons appointed to be directors of UisceÉireann undersubsection (2), one shall be nominated by the Irish Congress of Trade Unions in accordance withsubsection (11).

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

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

(7) An appointment to the Board and the appointment of the company secretary of that Board shall each be subject to such terms and conditions as are set out in the constitution of UisceÉireann.

(8) There may be paid to the directors of UisceÉireann, out of monies at the disposal of UisceÉireann, such allowances for expenses incurred by them as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine.

(9) A director of UisceÉireann (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 Minister shall determine.

(10) A director of UisceÉireann whose term of office expires by the passage of time shall be eligible for reappointment to the Board, provided he or she does not hold office for more than 2 terms of office, whether the terms are served consecutively or otherwise.

(11) The Irish Congress of Trade Unions shall, whenever so requested by the Minister, nominate no less than 2 candidates for appointment to the Board and shall inform the Minister, within such period as the Minister shall specify when making the request, of the names of the candidates nominated and of the reasons why, in the opinion of the Irish Congress of Trade Unions, they are suitable for such appointment.

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

6B. F14[Chief Executive Officer

6B.(1) Subject tosubsection (7), the Board shall, with the consent of the Minister, appoint the chief executive officer of UisceÉireann (in this Act referred to as the“chief executive officer”).

(2) The chief executive officer shall—

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

(b) advise the directors of UisceÉireann in relation to the performance by Uisce Éireann of its functions.

(3) Subject tosection 6A(2), the chief executive officer shall be anex officiodirector of UisceÉireann but he or she shall not be the chairperson.

(4) 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 with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.

(5) The chief executive officer may, with the consent of the Minister, be removed from office by the Board for stated reasons.

(6) 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.

(7) The person who stands appointed as chief executive officer of UisceÉireann immediately before the appointed day shall continue to—

(a) hold that office upon and subject to the same terms and conditions, and

(b) be anex officiodirector of UisceÉireann,

for the remainder of his or her term of office.]

7. Disqualification for office of director of subsidiary.

7.— (1) A director of F15[UisceÉireann] shall cease to be qualified, and cease, to be a director of F15[UisceÉireann] if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or 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.

F16[(1A) The Minister may, at any time, remove a director of Uisce Éireann from office if the Minister is of the opinion that—

(a) the director has become incapable through ill-health of performing his or her functions,

(b) the director has committed stated misbehaviour,

(c) the director has contravenedsection 9(1), or

(d) the removal of the director appears to the Minister to be necessary for the effective performance by Uisce Éireann of its functions.

(1B) Where a person is removed from office pursuant tosubsection (1A), he or she shall cease to be qualified, and cease, to be a director of Uisce Éireann.]

(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.

8. Membership of either House of Oireachtas or European Parliament.

8.— (1) Where a director of F17[UisceÉireann] 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 F17[UisceÉreann].

(2) Where a member of the staff of F17[UisceÉireann] 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 F17[UisceÉireann].

(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 from being a director of F17[UisceÉireann] or a member of the staff of F17[UisceÉireann].

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

9. Disclosure of interests by directors of subsidiary.

9.— (1) Where at a meeting of the directors of F18[UisceÉireann] any of the following matters arises, namely—

(a) an arrangement to which F18[UisceÉireann] is a party or a proposed such arrangement, or

(b) a contract or other agreement with F18[UisceÉireann] or a proposed such contract or other agreement,

then, any director of F18[UisceÉireann] 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 F18[UisceÉireann] 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 F18[UisceÉireann] a question arises as to whether or not a course of conduct, if pursued by a director of F18[UisceÉreann], 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 F18[UisceÉireann], 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 F18[Uisce Éireann] attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(5) F19[…]

(6) Section 194 (amended by section 2 of the Companies (Amendment) Act 2009) of the Act of 1963 shall not apply to a director of F18[UisceÉreann].

10. Disclosure of interests by members of staff of subsidiary.

10.— (1) Where a member of the staff of F20[UisceÉireann] has a material interest, otherwise than in his or her capacity as such a member, in any contract, agreement or arrangement to which F20[UisceÉireann] is a party, or any proposed such contract, agreement or arrangement, that person shall—

(a) disclose to F20[UisceÉireann] 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 F20[UisceÉireann] or members of the staff of F20[UisceÉireann] 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.

(2) Subsection (1) shall not apply to contracts or proposed contracts of employment of members of the staff of F20[UisceÉireann] with the F20[UisceÉireann]

(3) Where a person contravenes this section F20[UisceÉireann] may make such alterations to the person’s terms and conditions of employment as it considers appropriate or terminate the person’s contract of employment.

11. Disclosure of confidential information.

11.— (1) A person shall not disclose confidential information obtained by him or her while performing functions as a director or a member of the staff of, or an adviser or consultant to, F21[UisceÉireann], or a member of the staff of such adviser or consultant unless he or she is duly authorised by F21[UisceÉireann] to so do.

(2) Subsection (1) shall not operate to prohibit the disclosure of confidential information by a person referred to in that subsection to the Board.

(3) In this section “confidential information” includes—

(a) information that is expressed by F21[UisceÉireann] to be confidential either as regards particular information or as regards information of a particular class or description, and

(b) proposals of a commercial nature or tenders submitted to F21[UisceÉireann] by contractors, consultants or any other person.

12. Borrowing by Board and subsidiary.

12.— F22[…]

13. Guarantee of borrowings of Board and subsidiary.

13. —F23[…]

14. Provision of moneys for payments out of Central Fund.

14.—F24[…]

15. Grants by Minister.

15.— The Minister may, for the purposes of this Act and subject to such conditions as he or she may determine, make grants out of moneys provided by the Oireachtas to—

F25[(a) UisceÉireann, or]

(b) F26[…]

(c) the Commission.

16. Subsidiary’s capital commitments.

F27[16.—(1)F28[UisceÉireann]shall not, without the consent of the Minister given with the approval of the Minister for Public Expenditure and Reform, enter into a capital commitment the amount of which exceeds an amount specified for the time being for the purpose of this section and relating to the commitment.

(2) The Minister may from time to time, with the approval of the Minister for Public Expenditure and Reform, specify amounts for the purposes of this section and such an amount may be so specified in relation to capital commitments generally or in relation to capital commitments of a particular class or description.]

16A. F29[Final accounts and final annual report of Uisce Éireann as subsidiary of Ervia

16A.—...]

17. Accounts of subsidiary.

17.— F30[…]

17A. —(1) Where the appointed day is 1 January 2023—

(a) the financial year of Uisce Éireann immediately preceding the appointed day shall commence on 1 January 2022 and end on 31 December 2022,

(b) the next financial year shall commence on the appointed day and end on 31 December 2023, and