National Cultural Institutions (National Concert Hall) Act 2015

PART 1 Preliminary and General

1. Short title

1. This Act may be cited as the National Cultural Institutions (National Concert Hall) Act 2015.

2. Definitions

2. In this Act—

“Board” means the Board of the NCH;

“committee” means a committee established in accordance with section 14;

“company” has the meaning it has in the Companies Act 2014;

“chief executive officer” means the person appointed under section 18(1);

“establishment day” means the day appointed by order under section 4;

“NCH” means the National Concert Hall established under section 5;

“Minister” means the Minister for Arts, Heritage and the Gaeltacht;

“subsidiary” means a subsidiary within the meaning of section 7 of the Companies Act 2014;

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

3. Expenses

3. The expenses incurred by the Minister in the administration of this Act shall, to such an extent as may be sanctioned by the Minister for Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas.

PART 2 National Concert Hall

4. Establishment day

4. The Minister shall, by order, appoint a day to be the establishment day of the National Concert Hall.

5. Establishment of National Concert Hall

5. (1) There shall stand established on the establishment day, a body to be known, in the Irish language as An Ceoláras Náisiúnta or, in the English language, the National Concert Hall (in this Act referred to as the “NCH”), situated, for the time being, at Earlsfort Terrace in the city of Dublin, to perform the functions conferred on it by or under this Act.

(2) The NCH shall be a body corporate with perpetual succession and an official seal and with power to sue and be sued in its corporate name, and shall, with the consent of the Minister given with the approval of the Minister for Public Expenditure and Reform, have power to acquire, hold and dispose of land or an interest in land, and acquire, hold and dispose of any other property.

6. Seal of NCH

6. (1) The seal of the NCH shall be authenticated by—

(a) the signature of the chairperson of the Board or another member of the Board authorised by it to act in that behalf, and

(b) by the signature of a member of staff of the NCH authorised by it to act in that behalf.

(2) Judicial notice shall be taken of the seal of the NCH and any document purporting to be an instrument made by, and to be sealed with the seal of the NCH, authenticated in accordance with subsection (1), shall, unless the contrary is shown, be received in evidence and be deemed to be such instrument without further proof.

7. Functions of NCH

7. The principal functions of the NCH shall be—

(a) to provide and operate, having regard to international standards and good practice, the national venue for the performance, appreciation and enjoyment of musical, creative, artistic and cultural activities including the promotion of concerts and recitals of artistic, educational and cultural value,

(b) in the public interest, to promote and support the performance, knowledge, appreciation, creation and enjoyment of music as an integral part of Irish life,

(c) to entertain, educate and engage the public through musical F1[experiences,]

(d) to encourage and promote inclusivity, participation, creativity, experimentation and involvement in music through engagement with diverse individuals and communities as performers, participants, composers or audience F1[members, and]

F2[(e) to maintain and operate an orchestra and a choir.]

8. Independence of NCH

8. The NCH shall be independent in the exercise of its functions subject to such general policy guidelines as may be issued by the Minister to all national cultural institutions from time to time.

9. Powers of NCH

9. (1) Subject to this Act, the Board shall have power to do anything that appears to it to be requisite for, advantageous or incidental to, or to facilitate, the performance of the functions of the NCH, including the making of arrangements with any person to assist the NCH in the proper discharge of any of its functions.

(2) The NCH may recover as a simple contract debt in any court of competent jurisdiction from the person by whom it is payable any amount due and owing to the NCH.

PART 3 Board of NCH

10. Board of NCH

10. (1) The NCH shall have a Board consisting of a chairperson and F3[9 ordinary members] appointed by the Minister.

(2) (a) The chairperson and ordinary members of the Board shall be appointed by the Minister, from among persons who, in the Minister’s opinion, have experience of, and expertise in matters connected to music, F4[the development of orchestras,] dance, the arts, finance, business, administration, marketing, fundraising, philanthropy, corporate governance, human resources or venue management.

F4[(aa) Without prejudice to the generality ofparagraph (a), at least one member of the Board shall have experience of, and expertise in, the development of orchestras.]

(b) When making an appointment under paragraph (a) the Minister shall consult the chairperson of the Board in relation to the expertise that is required on the Board.

(c) The Minister shall have regard to any guidelines prepared by the Minister for Public Expenditure and Reform in relation to appointments to boards of State bodies.

(3) The Minister shall designate one member of the Board to be the chairperson.

(4) Of the members of the Board, not less than 4 shall be men and not less than 4 shall be women.

(5) The chairperson of the Board shall hold office for 5 years from the date of his or her appointment and shall not be eligible for re-appointment after serving 2 terms of 5 years (for which purpose chairmanship of the Board which occurred before the commencement of this section shall be taken into account).

(6) The persons first appointed as ordinary members shall hold office as follows:

(a) 3 members for a term of 3 years;

(b) 3 members for a term of 4 years;

(c) 2 members for a term of 5 years.

(7) Ordinary members who are to hold office for the periods specified in subsection (6) shall be selected by lot to be drawn in such manner as may be determined by the Minister.

(8) Subject to subsection (6), an ordinary member shall serve for a period of 5 years from the date of his or her appointment.

(9) A member of the Board, appointed under subsection (2), whose term of office expires or is about to expire by the effluxion of time is eligible for re-appointment to the Board, but may not serve on the Board for more than 2 consecutive terms.

(10) A member of the Board of the National Concert Hall Company who held office immediately before the establishment day shall cease to hold office upon such day but, subject to subsection (6), (7), (8) or (9), such a member shall be eligible to be appointed as a member of the Board under this section.

11. Conditions of office of members of Board

11. (1) The Minister may at any time remove from office a member of the Board if—

(a) in the opinion of the Minister, the member has become incapable through ill-health of performing his or her functions,

(b) the member’s removal appears to the Minister to be necessary in order to ensure the effective performance by the NCH of its functions, or

(c) the member has committed stated misbehaviour.

(2) A member of the Board may resign from office by notice in writing given to the Minister and the resignation shall take effect on the day on which the Minister receives the notice.

(3) A person ceases to be qualified to be a member of the Board and (where he or she is a member of the Board) ceases to hold office if he or she—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with creditors,

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

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

(e) is, or is deemed to be, the subject of an order under section 160 of the Companies Act 1990 or a disqualification order within the meaning of Chapter 4 of Part 14 of the Companies Act 2014, or

(f) is sentenced to a term of imprisonment by a court of competent jurisdiction.

(4) A member of the Board shall, subject to this Act, hold office upon such terms and conditions as may be determined by the Minister, with the consent of the Minister for Public Expenditure and Reform.

12. Casual vacancies among members of Board

12. (1) If a member of the Board dies, resigns, ceases to be qualified for office and ceases to hold office or is removed from office, the Minister may appoint a person to be a member of the Board to fill the casual vacancy so occasioned in the same manner as the member who occasioned the casual vacancy was so appointed.

(2) A person appointed to be a member of the Board under this section shall hold office for that period of the term of office of the member who occasioned the casual vacancy concerned that remains unexpired at the date of his or her appointment and shall be eligible for reappointment as a member of the Board on the expiry of the said period for one further term.

13. Meetings and procedure

13. (1) The Board shall hold as many meetings as may be necessary for the performance of its functions but in each year shall hold not less than one meeting in each period of 3 months.

(2) At a meeting of the Board—

(a) the chairperson of the Board shall, if present, be the chairperson of the meeting, or

(b) if and so long as the chairperson of the Board is not present, or if that office is vacant, the members of the Board who are present shall choose one of their number to be chairperson of the meeting.

(3) Every question at a meeting shall be determined by a majority of the votes of the members of the Board present and voting on the question and, in the case of an equal division of votes, the chairperson of the meeting shall have a second or casting vote.

(4) Subject to subsection (6), the Board may act notwithstanding one or more vacancies among its members.

(5) Subject to this Act, the Board shall regulate its procedure by rules or otherwise.

(6) The quorum for a meeting of the Board shall be F5[5].

(7) The chief executive officer shall fix the date of the first meeting of the Board first constituted pursuant to section 10, and shall specify the time and place at which it shall take place.

14. Committees

14. (1) The Board may establish committees to assist and advise it on matters relating to its functions and may determine the terms of reference of each committee.

(2) A committee shall consist of a chairperson and such number of other members as the Board may determine and, provided that the majority of members of the committee are members of the Board, may include people who are not members of the Board or the staff of the NCH.

(3) The chairperson and other members of a committee shall be appointed by the Board subject to such terms and conditions as the Board shall determine.

(4) The Board may at any time dissolve a committee for stated reasons.

(5) The Board may regulate the procedure and business of a committee but, subject to any such regulation by the Board, a committee may regulate its own procedure and business.

(6) A committee may act notwithstanding one or more vacancies in its membership.

15. Expenses of members of Board and committees

15. (1) No remuneration, other than the expenses referred to in subsection (2), shall be payable to the chairperson or an ordinary member of the Board or to a member of a committee of the Board except where the Minister, with the consent of the Minister of Public Expenditure and Reform, determines otherwise.

(2) The chairperson, ordinary members of the Board or members of committees established by the Board shall be paid out of funds at the disposal of the NCH such allowances for travelling and subsistence expenses properly incurred in respect of the member’s attendance at a meeting of the Board or of a committee, as the case may be, or otherwise in connection with the affairs of the Board as the Minister, with the consent of the Minister for Public Expenditure and Reform, may allow.

16. Statement of strategy

16.(1) As soon as may be, but not later than 6 months after the establishment day, and every 5 years thereafter, the NCH shall prepare and present to the Minister, in such format as shall be approved by the Minister, a statement of strategy.

(2) A statement of strategy prepared under subsection (1) shall set out the strategy of the NCH for performing its functions under this Act during the period to which the statement relates, having regard to resources available to the NCH.

(3) The Minister shall, as soon as may be, after a statement of strategy or any revision to it under this section has been presented to him or her, cause a copy or a summary of it to be laid before each House of the Oireachtas.

17. Annual report

17.(1) The Board shall, as soon as may be, but not later than 6 months after the end of each financial year of the NCH, submit to the Minister, in such form as may be approved by the Minister, a report of its activities during the immediately preceding financial year.

(2) The Minister shall ensure that copies of the report submitted under subsection (1) are laid before each House of the Oireachtas as soon as may be after the report is received by the Minister.

PART 4 Staff of NCH

18. Chief executive officer

18. (1) There shall be a chief executive officer of the NCH who shall be known as and is referred to in this Act as the chief executive officer.

(2) The chief executive officer shall be appointed by the Board with the approval of the Minister and may with the approval of the Minister be removed from office by the Board for stated reasons.

(3) (a) The chief executive officer shall carry on, manage and control generally the administration and business of the NCH and shall perform such other functions (if any) as may be delegated by the Board.

(b) The chief executive officer shall perform his or her functions, subject to such policies as may be determined from time to time by the Board, and shall be accountable to the Board for the efficient and effective management of the NCH and for the due performance of his or her functions.

(c) The chief executive officer may make proposals to the Board on any matter relating to the functions of the NCH.

(d) The chief executive officer shall provide the Board with any information (including financial information) in relation to the performance of his or her functions as the Board may request.

(4) The chief executive officer—

(a) shall hold office on such conditions (including terms and conditions relating to remuneration, allowances for expenses and superannuation) as may be determined from time to time by the Board with the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, and

(b) shall be paid by the Board out of moneys at its disposal.

(5) The chief executive officer shall not be a member of the Board or a committee, but may, in accordance with procedures established by the Board or a committee, as the case may be, attend meetings of the Board or a committee and shall be entitled to speak at and advise such meetings.

(6) The chief executive officer shall not hold any office or position in respect of which emoluments are payable or carry on any business, without the consent of the Board.

(7) Notwithstanding the dissolution of the National Concert Hall Company under section 31, the chief executive officer of the National Concert Hall Company immediately before the dissolution of the National Concert Hall Company shall continue to hold office under this Act—

(a) as if, on that dissolution, the Board had appointed the person concerned to be the chief executive officer appointed in accordance with subsection (2) for such period, if any, that remained of any contract of employment made between that person and the Company, and

(b) on the same conditions (including those relating to the termination of appointment) as the person held office immediately before that dissolution.

(8) The chief executive officer shall be the accountable person in relation to the accounts of the NCH and shall whenever required in writing to do so by the Committee of Dáil Éireann established under the Standing Orders of Dáil Éireann to examine and report to Dáil Éireann on the appropriation accounts and reports of the Comptroller and Auditor General, give evidence to that Committee on—

(a) the regularity and propriety of the transactions recorded or required to be recorded in any book or other record of account subject to audit by the Comptroller and Auditor General that the Board is required by this Act to prepare,

(b) the economy and efficiency of the Board in the use of its resources,

(c) the systems, procedures and practices employed by the NCH for the purposes of evaluating the effectiveness of its operations, and

(d) any matter affecting the NCH referred to in a special report of the Comptroller and Auditor General under section 11(2) of the Comptroller and Auditor General (Amendment) Act 1993 or in any other report of the Comptroller and Auditor General, in so far as it relates to a matter specified in paragraph (a), (b)or (c), that is laid before Dáil Éireann.

(9) In the performance of the duties of chief executive officer under subsection (8), the chief executive officer shall not question or express an opinion on the merits of any policy of the Government or a Minister of the Government or on the merits of the objectives of such a policy.

(10) If the chief executive officer is absent or the position of chief executive officer is vacant, the functions of the chief executive officer under this section may be performed by a member of staff of the NCH designated by the Board.

19. Staff of NCH

19. (1) The Board may, with the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform—

(a) appoint such and so many persons to be members of the staff of the NCH as it may from time to time determine,

(b) determine the grades of such staff of the NCH and the number of staff at each grade.

(2) The NCH may at any time remove any member of the staff of the NCH from being a member of its staff.