State Airports (Shannon Group) Act 2014

PART 1 Preliminary and General

1. Short title and collective citation

1.(1) This Act may be cited as the State Airports (Shannon Group) Act 2014.

(2) The Airports and Aviation Acts 1936 to 2004 and this Act (other than Parts 8 and 9) may be cited together as the Airports and Aviation Acts 1936 to 2014 and are to be read as one.

2. Definitions

2.In this Act—

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

“Act of 2001” means Aviation Regulation Act 2001;

“Act of 2004” means State Airports Act 2004;

“airport” and “authorised officer” have the meanings assigned to them, respectively, in the Act of 1998;

“chief executive” means chief executive of the Shannon Group appointed under section 19;

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

“Cork appointed day” means the day appointed under section 5(1)(a) of the Act of 2004 to be the appointed day in respect of Cork Airport Authority;

“daa” means daa, public limited company;

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

“joint venture” means a contractual agreement joining together two or more parties for the purpose of executing a particular business undertaking;

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

“Minister” means Minister for Transport, Tourism and Sport;

“recognised trade union or staff association” means a trade union or staff association recognised by Shannon Group, Shannon Airport Authority or Shannon Development and, after the Shannon Commercial Enterprises transfer day, Shannon Commercial Enterprises or a subsidiary of any of those bodies for the purposes of negotiations which are concerned with the remuneration or conditions of employment, or the working conditions of employees;

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

“Shannon Airport Authority” means—

(a) before the day of its re-registration under the Companies Acts as a private company limited by shares, Shannon Airport Authority, public limited company, and

(b) on and from that day, Shannon Airport Authority Limited;

“Shannon Airport transfer day” has the meaning assigned to it in section 28(1);

“Shannon Commercial Enterprises” means Shannon Commercial Enterprises Limited;

“Shannon Commercial Enterprises transfer day” has the meaning assigned to it in section 28(1);

“Shannon Development” means Shannon Free Airport Development Company Limited;

“Shannon Group” means Shannon Group, public limited company referred to in section 6;

“Shannon Group formation day” means the day Shannon Group is formed and registered under the Companies Acts;

“subsidiary”, other than in section 20, has the same meaning as in section 155 of the Companies Act 1963;

“superannuation benefit” means a pension, gratuity or other allowance payable on resignation or retirement.

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. Laying of orders

4.Every order (other than an order made under section 28 or 38) made under this Act 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 such House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

5. Repeals

5.The enactments mentioned in Schedule 1 are repealed.

PART 2 Shannon Group

6. Formation of Shannon Group Company

6.(1) The Minister shall, after consultation with the Minister for Public Expenditure and Reform, as soon as may be after the passing of this Act, cause a public company limited by shares to be formed and registered under the Companies Acts.

(2) The name of the public company referred to in subsection (1) shall be in the English language, Shannon Group, public limited company, or in the Irish language, Grúpa na Sionainne, cuideachta phoiblí theoranta.

7. Share capital of Shannon Group

7.(1) The authorised share capital of Shannon Group 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.

(2) Shares in the share capital of the company shall not be issued without the consent of the Minister for Public Expenditure and Reform given after consultation with the Minister.

(3) Shannon Group may, with the consent of the Minister for Public Expenditure and Reform given after consultation with the Minister, divide shares into different classes and attach to those classes any rights, privileges or conditions.

(4) Shannon Group shall issue 38,100 shares to the Minister for Public Expenditure and Reform and may, from time to time thereafter, issue to the Minister for Public Expenditure and Reform such number of shares as may be agreed upon by the Minister and the Minister for Public Expenditure and Reform.

(5) Shannon Group shall issue one share to each of the subscribers to the memorandum of association.

8. Obligation to hold shares in trust

8.(1) A person to whom a share in the share capital of Shannon Group is issued under subsection (5) of section 7 shall—

(a) hold that share in Shannon Group in trust for the Minister for Public Expenditure and Reform, and

(b) transfer the share, as and when required by the Minister for Public Expenditure and Reform, to that Minister of the Government or to a person nominated in that behalf by that Minister of the Government, but shall not transfer or alienate his or her share in the share capital of Shannon Group other than in accordance with this subsection.

(2) Where a member of Shannon Group dies, the share in the share capital of Shannon Group held by such member shall, without the necessity of a transfer, vest in the Minister for Public Expenditure and Reform.

9. Payment of dividends, etc. into Exchequer

9.(1) Shannon Group may pay such dividends to the Minister for Public Expenditure and Reform as may be decided by the Board of Shannon Group.

(2) All amounts representing dividends or other moneys received by the Minister for Public Expenditure and Reform in respect of shares held by him or her in the share capital of the company shall be paid into, or disposed of, for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.

(3) All amounts representing dividends or other moneys received by a person in respect of a share held by him or her in the share capital of the company, issued to him or her under subsection (5) of section 7, shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.

10. Purposes, functions and general duties of Shannon Group

10.(1) The purposes of Shannon Group shall be—

(a) to promote and facilitate air transport and aviation services in and around Shannon Airport, and

(b) to optimise the return on its land and property and on its share-holding in any subsidiary company.

(2) The principal functions of Shannon Group shall be—

(a) to oversee the exercise by Shannon Airport Authority of its functions as set out in the Airports and Aviation Acts 1936 to 2014,

(b) to oversee the exercise by Shannon Commercial Enterprises of its functions as set out in its memorandum and articles of association,

(c) to promote the development of other business activities, including aviation related businesses, in the vicinity of Shannon Airport,

(d) to manage and develop its assets and exploit commercial opportunities associated with its land and property and that of its subsidiaries, and

(e) to utilise, manage and develop the resources available to it in conformity with the functions aforesaid.

(3) It shall be the general duty of Shannon Group—

(a) to conduct its affairs so as to ensure that the revenues of Shannon Group are sufficient taking one year with another to—

(i) meet all charges which are properly chargeable to its revenue account and to provide adequately for future liabilities,

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

(iii) remunerate its capital, and

(iv) pay interest on and repay its borrowings,

and

(b) to conduct its business at all times in a cost-effective manner.

(4) Shannon Group shall, as soon as is practicable after its formation and thereafter within 6 months before each fifth anniversary of the Shannon Group formation day, prepare and submit to the Minister, for approval by the Minister with or without amendment, a strategic plan for the next period of 5 years from that anniversary.

(5) Nothing in this section or in the memorandum of association of Shannon Group shall be construed as imposing on Shannon Group, either directly or indirectly, any form of duty or liability enforceable by proceedings before any court to which it would not otherwise be subject.

11. Powers of Shannon Group

11.(1) Shannon Group may, in consideration of the performance of its functions, make such charges as it considers appropriate, to its subsidiaries or any other person, other than the Minister, for services rendered by it and the carrying out by it of activities. Shannon Group shall record receipts from such charges as income.

(2) The aggregate amount standing invested (whether by the purchase of shares, the provision of loans or guarantees of loans) by Shannon Group and its subsidiaries in undertakings (other than subsidiaries of Shannon Group) shall not exceed such amount as may be determined by the Minister from time to time with the approval of the Minister for Public Expenditure and Reform.

12. Conferral of additional functions on Shannon Group

12.(1) The Minister may, with the consent of the Minister for Public Expenditure and Reform, confer on Shannon Group, by order, such additional functions connected with the functions for the time being of Shannon Group as he or she thinks necessary for the achievement of its purposes, subject to such conditions (if any) as may be specified in the order.

(2) An order under this section may contain such incidental, supplemental and consequential provisions as may, in the opinion of the Minister, be necessary to give full effect to the order.

13. Borrowing by Shannon Group

13.(1) Shannon Group or a subsidiary of Shannon Group may, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance, and upon such conditions as may be approved by the Minister for Public Expenditure and Reform with the consent of the Minister for Finance, raise or borrow money (including money in a currency other than the currency of the State) including, by means of the issue of debentures (or other debt security) or otherwise.

(2) Shannon Group, or a subsidiary of Shannon Group, may borrow money temporarily (including money in a currency other than the currency of the State) but the aggregate at any one time of moneys borrowed under this subsection shall not exceed such amount as the Minister, with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance, by direction specifies.

(3) The aggregate of moneys standing borrowed under this section at any one time shall not exceed €100 million.

(4) The Minister may, with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance, having regard to the performance of Shannon Group in relation to its functions and its future investment plans, by order vary the amount specified in subsection (3) .

14. Formation of subsidiaries

14.(1) Shannon Group may, with the consent of the Minister and the Minister for Public Expenditure and Reform, and subject to any conditions of either of them, either by itself or with other persons, promote, take part in the formation of, or acquire a shareholding in, a company (wherever incorporated) including a subsidiary.

(2) The memorandum and articles of association of a subsidiary of Shannon Group shall be in such form as is in conformity with this Act and as may be approved of by Shannon Group.

(3) A subsidiary of Shannon Group shall make such reports to Shannon Group as Shannon Group may require.

(4) A subsidiary of Shannon Group may enter into joint ventures with other persons.

(5) A subsidiary of Shannon Group shall not guarantee the borrowings or liabilities of any of its subsidiaries, without the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform and the Minister for Finance.

(6) Shannon Group may, with the consent of the Minister and the Minister for Public Expenditure and Reform, and subject to any conditions of either of those Ministers, wind up any of its subsidiaries.

PART 3 Administration of Shannon Group

15. Memorandum and Articles of Association

15.(1) In the formation of Shannon Group the Minister shall, with the consent of the Minister for Public Expenditure and Reform, draw up a memorandum and articles of association for Shannon Group and its principal objects shall be stated in its memorandum of association.

(2) Shannon Commercial Enterprises shall alter its memorandum and articles of association for the purpose of making them conform to this Act.

(3) Subsidiaries of Shannon Commercial Enterprises shall take such steps as may be necessary under the Companies Acts to alter their memoranda and articles of association for the purpose of making them conform to the provisions of this Act.

(4) Shannon Airport Authority shall take such steps as may be necessary under the Companies Acts to alter its memorandum and articles of association for the purpose of making them conform to the provisions of this Act.

(5) Notwithstanding anything contained in the Companies Acts, no alteration of the memorandum of association or the articles of association of Shannon Group, Shannon Airport Authority or Shannon Commercial Enterprises shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.

16. Board of Shannon Group

16.(1) The board of Shannon Group shall consist of not more than 10 directors.

(2) The Minister may, with the consent of the Minister for Public Expenditure and Reform following consultation with such trade union representatives as he or she believes appropriate, appoint 2 persons representing the employees of Shannon Group and its subsidiaries, as directors of Shannon Group.

(3) The chief executive shall, for the duration of his or her appointment, be ex officio a director of Shannon Group.

(4) The directors of Shannon Group (other than the chief executive) shall be appointed by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(5) The first directors shall be appointed as soon as may be after the formation and registration of Shannon Group.

(6) There shall be paid to the directors of Shannon Group such remuneration (if any) and such allowances for expenses incurred by them as the Minister, with the consent of the Minister for Public Expenditure and Reform, may from time to time determine.

(7) Each director of Shannon Group shall hold office on such terms (other than the payment of remuneration and allowances for expenses) as the Minister determines at the time of his or her appointment. The Minister, when appointing a director of Shannon Group under subsection (2) or (4), shall fix such director’s period of office which shall not exceed 5 years.

(8) A director of Shannon Group (other than the chief executive) shall not serve for more than a period of 10 years in total.

(9) A director of Shannon Group shall be disqualified from being such a director where he or she—

(a) is adjudicated bankrupt in the State or another jurisdiction, and if so adjudicated, has not obtained a certificate of discharge from the bankruptcy in that jurisdiction,

(b) is convicted of an indictable offence in relation to a company (within the meaning of the Companies Acts),

(c) is convicted of an offence involving fraud or dishonesty,

(d) is disqualified or restricted from being a director of any company (within the meaning of the Companies Acts), or

(e) has, in the opinion of the Minister, a conflict of interest that is of such importance that it requires him or her to cease to hold such office.

(10) A director of Shannon Group may at any time resign his or her directorship by letter addressed to the Minister and the resignation shall take effect from the date specified therein or upon receipt of the letter by the Minister, whichever is the later.

(11) A director of Shannon Group may at any time for stated reasons be removed from office by the Minister, with the consent of the Minister for Public Expenditure and Reform, if, in the Minister’s opinion, the member has become incapable through ill- health of performing his or her functions, or has committed stated misbehaviour, or his or her removal appears to the Minister to be necessary for the effective performance by the board of Shannon Group of the functions of Shannon Group.

(12) If a director of Shannon Group dies, resigns, retires, becomes disqualified or is removed from office, the Minister may, with the consent of the Minister of Public Expenditure and Reform, appoint a person to be a director of Shannon Group to fill the casual vacancy so occasioned and the person so appointed shall be appointed in the same manner as the director of Shannon Group who occasioned the casual vacancy.

(13) The Minister shall, in so far as is practicable and having regard to relevant experience, ensure an equitable balance between men and women in the composition of the board of Shannon Group.

(14) Directors of Shannon Group may also be appointed to serve on one or more of the boards of the subsidiaries of Shannon Group, including on the boards of Shannon Commercial Enterprises and Shannon Airport Authority.

17. Chairperson of Board of Shannon Group

17.(1) The chairperson of the board of Shannon Group (referred to in this Part as the “chairperson”) shall be appointed by the Minister, with the consent of the Minister for Public Expenditure and Reform.