Water Services (Amendment) Act 2022

PART 1 Preliminary and general

1. Short title, collective citation and commencement

1. (1) This Act may be cited as the Water Services (Amendment) Act 2022.

(2) The Water Services Acts 2007 to 2017 and this Act may be cited together as the Water Services Acts 2007 to 2022.

(3) 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 2017” means the Water Services Act 2017;

“appointed day” means the day appointed by order under section 6(1);

“dissolution day” means the day appointed by order under section 27;

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

“Minister” means the Minister for Housing, Local Government and Heritage;

“No. 2 Act of 2013” means the Water Services (No. 2) Act 2013;

“Principal Act” means the Water Services Act 2013;

“Water Advisory Body” means the body established by section 43(1) of the Act of 2017.

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 monies provided by the Oireachtas.

4. Repeals

4. (1) Sections 9(5), 13, 14, 17, 18, 24(2), 25(1), 25(3), 26(2), 28 and 31 of the Principal Act are repealed.

(2) Sections 26(3) and 35(3) of the No. 2 Act of 2013 are repealed.

(3) Section 15(1A) of the Gas Act 1976 is repealed.

(4) The following provisions of the Act of 2017 are repealed:

(a) sections 44(1) and 53;

(b) sections 42, 43, 44 (in so far as it is not repealed by paragraph (a)), 45, 46, 47, 48, 49, 50, 51 and 52.

(5) Notwithstanding the repeal of sections 17 and 18 of the Principal Act by subsection (1), Uisce Éireann shall prepare its accounts and report pursuant to those sections for the year ending on 31 December 2022.

(6) Notwithstanding the repeal of sections 44(1)(b) and 53 of the Act of 2017 by subsection (4)(a), the Water Advisory Body shall prepare a report under section 44(1)(b) and an annual report under section 53, as modified by section 28, for the period ending on 31 December 2022.

PART 2 Reorganisation of Uisce Éireann

5. Change of name of Irish Water

5. (1) The company known in the Irish language as Uisce Éireann and in the English language as Irish Water shall, on and from the day immediately before the appointed day, be known only as its name in the Irish language, Uisce Éireann.

(2) On and from the day specified in subsection (1)—

(a) references in any enactment, legal proceedings or other document to Irish Water shall be construed as references to Uisce Éireann only, and

(b) the Principal Act, other than in section 4, is amended by the substitution of “Uisce Éireann” for “the subsidiary” in each place where it occurs.

6. Appointed day

6. (1) The Minister shall, by order, appoint a day to be the appointed day for the purposes of this Act.

(2) On the appointed day—

(a) the shares in Uisce Éireann issued to Ervia, the Minister and the Minister for Finance under section 5(4) of the Principal Act shall be cancelled, and

(b) Uisce Éireann shall cease to be a subsidiary of Ervia.

(3) No consideration shall be payable to Ervia, the Minister or the Minister for Finance in respect of the cancellation of the shares under subsection (2) (a).

7. Amendment of section 2 of Principal Act

7. Section 2 of the Principal Act is amended—

(a) by the substitution of the following definition for the definition of “Board”:

“‘Board’ has the meaning assigned to it by section 6A(2);”,

(b) by the deletion of the definition of “subsidiary”, and

(c) by the insertion of the following definitions:

“‘Act of 2014’ means the Companies Act 2014;

‘appointed day’ means the day appointed by order under section 6(1) of the Water Services (Amendment) Act 2022;

‘chief executive officer’ has the meaning assigned to it by section 6B(1);

‘director’ means a person appointed to the Board under section 6A(2);

‘enactment’ has the same meaning as it has in the Interpretation Act 2005;

‘financial year’ shall be construed in accordance with section 17A;”.

8. Amendment of section 4 of Principal Act

8. Section 4 of the Principal Act is amended—

(a) by the substitution of “Ervia” for the “The Board”, and

(b) by the deletion of “(in this Act referred to as the ‘subsidiary’)”.

9. Amendment of section 5 of Principal Act

9. Section 5 of the Principal Act is amended—

(a) by the substitution of the following subsection for subsection (1):

“(1) The company formed and registered under the Companies Acts in accordance with section 4, known in the Irish language as Uisce Éireann 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, Uisce Éireann.”,

(b) by the insertion of the following subsections after subsection (1):

“(1A) Uisce Éireann 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 Uisce Éireann.”,

(c) by the deletion of subsection (2),

(d) in subsection (3)—

(i) by the substitution of “constitution” for “memorandum of association”, and

(ii) by the deletion of “the Minister for Finance and”,

(e) by the insertion of the following subsections after subsection (3):

“(3A) On the appointed day, Uisce Éireann shall issue—

(a) one share to the Minister, and

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

(3B) Uisce Éireann 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 under subsection (3A).

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

(3E) Subject to subsection (3F), the Minister and the Minister for Public Expenditure and Reform, may, in respect of the shares in Uisce Éireann 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 under subsections (3A) or (3B), as the case may be.”,

and

(f) by the deletion of subsections (4), (5) and (6).

10. Amendment of section 6 of Principal Act

10. Section 6 of the Principal Act is amended—

(a) by the substitution of the following subsection for subsection (1):

“(1) The constitution of Uisce Éireann 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.”,

(b) by the deletion of subsection (2), and

(c) by the substitution of the following subsection for subsection (3):

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

11. Insertion of sections 6A and 6B in Principal Act

11. The Principal Act is amended by the insertion of the following sections after section 6:

“Board of Uisce Éireann

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

(2) Uisce Éireann 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 Uisce Éireann to be its chairperson.

(4) Of the persons appointed to be directors of Uisce Éireann under subsection (2), one shall be nominated by the Irish Congress of Trade Unions in accordance with subsection (11).

(5) The Minister shall, in so far as is practicable, endeavour to ensure that among the directors of Uisce Éireann 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 Uisce Éireann.

(8) There may be paid to the directors of Uisce Éireann, out of monies at the disposal of Uisce Éireann, 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 Uisce Éireann (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 Uisce Éireann 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 Uisce Éireann 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.

Chief Executive Officer

6B. (1) Subject to subsection (7), the Board shall, with the consent of the Minister, appoint the chief executive officer of Uisce Éireann (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 Uisce Éireann,

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

(3) Subject to section 6A(2), the chief executive officer shall be an ex officio director of Uisce Éireann 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 Uisce Éireann immediately before the appointed day shall continue to—

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

(b) be an ex officio director of Uisce Éireann,

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

12. Amendment of section 7 of Principal Act

12. Section 7 of the Principal Act is amended by the insertion of the following subsections after subsection (1):

“(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 contravened section 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 to subsection (1A), he or she shall cease to be qualified, and cease, to be a director of Uisce Éireann.”.

13. Amendment of section 15 of Principal Act

13. Section 15 of the Principal Act is amended—

(a) by the substitution of the following paragraph for paragraph (a):

“(a) Uisce Éireann, or”,

and

(b) by the deletion of paragraph (b).

14. Final accounts and final annual report of Uisce Éireann as subsidiary of Ervia

14. The Principal Act is amended by the insertion of the following section after section 16:

“16A. (1) Uisce Éireann shall, in respect of the financial year specified in section 17A(2)(a), prepare its final accounts and final annual report as a subsidiary of Ervia.

(2) Uisce Éireann shall, not later than 2 months after the appointed day, submit the final accounts to the auditor appointed by Uisce Éireann for that purpose and shall, immediately after the audit, present a copy of the accounts to the Minister who shall, as soon as practicable following their presentation, cause a copy of those accounts to be laid before each House of the Oireachtas.

(3) Uisce Éireann shall, not later than 4 months after the appointed day, prepare and submit to the Minister the final annual report of Uisce Éireann as a subsidiary of Ervia and the Minister shall, as soon as practicable after receiving such report, cause a copy of the final report to be laid before each House of the Oireachtas.”.

15. Insertion of sections 17A to 17E in Principal Act

15. The Principal Act is amended by the insertion of the following sections after section 17:

“Financial year

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

(c) each subsequent financial year shall be determined in accordance with section 288(2) of the Act of 2014.

(2) Where the appointed day is after 1 January 2023—

(a) the financial year of Uisce Éireann immediately preceding the appointed day shall commence on 1 January 2023 and end on the day before the appointed day,

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

(c) each subsequent financial year shall be determined in accordance with section 288(2) of the Act of 2014.

(3) Where subsection (2) applies, the financial year specified in paragraphs (a) or (b) of that subsection may be a period shorter than a calendar year.

Preparation and audit of statutory financial statements

17B. (1) Part 6 of the Act of 2014 shall apply to Uisce Éireann subject to the modifications specified in subsections (2) to (7).

(2) The first statutory financial statements prepared under this section shall be in respect of the financial year specified in subsections (1)(b) or (2)(b) of section 17A, as the case may be, and subsequent financial statements shall be prepared in respect of each subsequent financial year.

(3) Uisce Éireann shall, not later than 2 months after the end of the financial year to which they relate, submit the statutory financial statements, prepared in accordance with Part 6 of the Act of 2014, to the Comptroller and Auditor General for audit.

(4) The Comptroller and Auditor General shall audit, and prepare a report in the form set out in section 336 of the Act of 2014 on, the statutory financial statements submitted to him or her under subsection (3).

(5) Uisce Éireann shall pay to the Comptroller and Auditor General in respect of the audit under this section such fees as are approved by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(6) In relation to Uisce Éireann—

(a) a reference to ‘statutory auditor’ in the Act of 2014 shall include a reference to the Comptroller and Auditor General, and

(b) a reference to ‘audit of the statutory financial statements’ in the Act of 2014 shall include a reference to the audit of the statutory financial statements by the Comptroller and Auditor General under subsection (4).

(7) Chapters 18, 20 and 21 of Part 6 of the Act of 2014 shall not apply to the Comptroller and Auditor General in the performance of his or her functions in relation to Uisce Éireann, nor to the audit of Uisce Éireann’s statutory financial statements by him or her.

(8) In this section, ‘statutory financial statements’ has the same meaning as it has in Part 6 of the Act of 2014.

Appointment of statutory auditor or firm

17C. (1) The Board may, after consultation with the Minister, appoint a statutory auditor or statutory audit firm to be a statutory auditor of Uisce Éireann, if the Board considers it appropriate to do so, for the purposes of, and in accordance with, the Act of 2014.

(2) Where a statutory auditor or statutory audit firm is appointed under subsection (1), the first statutory auditor’s report prepared in accordance with section 336 of the Act of 2014 shall be in respect of the financial year specified in subsections (1)(b) or (2)(b) of section 17A, as the case may be, and subsequent reports shall be prepared in respect of each subsequent financial year.

(3) The appointment of a statutory auditor or statutory audit firm under subsection (1) shall not affect the operation of section 17B.

(4) Uisce Éireann shall pay to a statutory auditor appointed under this section such fees as are approved by the Minister, with the consent of the Minister for Public Expenditure and Reform.

(5) In this section—