No. 26/1982:

KILKENNY DESIGN WORKSHOPS LIMITED ACT, 1982

ARRANGEMENT OF SECTIONS

Section

1. Interpretation.

2. Share capital of the Company.

3. Acquisition of shares by Minister for Finance.

4. Holding by Minister for Finance of shares.

5. Exercise by Minister for Finance of right or power exercisable by holder of shares.

6. Payment of dividends, etc. into Exchequer.

7. Alteration of memorandum and articles of association.

8. Restriction on alteration of memorandum and articles of association.

9. Restriction on issue of shares.

10. Borrowing by Company.

11. Obligation to furnish balance sheets, etc.

12. Membership of either House of Oireachtas or European Assembly by directors, officers or servants of Company.

13. Conditions of service, remuneration, etc. of chief officer, officers and servants of Company.

14. Fees of chairman and directors of Company.

15. Superannuation of staff of Company.

16. Provisions having effect in certain circumstances.

17. Expenses of the Minister.

18. Short title.

ACTS REFERRED TO

Companies Acts, 1963 to 1982

Number 26 of 1982

KILKENNY DESIGN WORKSHOPS LIMITED ACT, 1982

AN ACT TO AUTHORISE THE MINISTER FOR FINANCE TO TAKE UP SHARES OF KILKENNY DESIGN WORKSHOPS LIMITED, TO PROVIDE FOR THE INCREASE OF THE SHARE CAPITAL OF THAT COMPANY AND TO PROVIDE FOR OTHER MATTERS CONNECTED WITH THE MATTERS AFORESAID.

[27th December, 1982]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

1.—In this Act

"the Company" means Kilkenny Design Workshops Limited;

"the Companies Acts" means the Companies Acts, 1963 to 1982;

"the Minister" means the Minister for Industry and Energy.

2.—Notwithstanding anything contained in the Companies Acts or in the memorandum or articles of association of the Company, the share capital of the Company shall be one million pounds divided into shares of one pound each and the Company shall have the power, with the consent of the Minister for Finance, to divide the shares in the capital of the Company into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.

3.—(1) The Minister for Finance may, after consultation with the Minister, from time to time take up by subscription or purchase from the holder shares of the Company of any class or classes to an amount not exceeding in the aggregate one million pounds.

(2) All moneys from time to time required after the passing of this Act by the Minister for Finance to meet payments required to be made by him in respect of any shares taken up or otherwise acquired by him shall be advanced out of the Central Fund or the growing produce thereof.

4.—(1) The Minister for Finance may hold for so long as he thinks fit any shares of the Company taken up or acquired by him under this Act and, after consultation with the Minister, may, as and when he thinks fit, sell or otherwise dispose of all or any of such shares.

(2) The net proceeds of a sale by the Minister for Finance of shares of the Company shall be paid into or disposed of for the benefit of the Exchequer.

5.—The Minister for Finance may exercise in respect of the shares of the Company held by him all the rights and powers of a holder of such shares and, where a right or power is exercisable by attorney, exercise it by his attorney.

6.—All dividends and other moneys received by the Minister for Finance in respect of shares of the Company shall be paid into or disposed of for the benefit of the Exchequer.

7.—The Company shall take such steps as may be necessary under the Companies Acts to alter the memorandum and articles of association of the Company to make them consistent with this Act.

8.—Notwithstanding anything contained in the Companies Acts or in the memorandum or articles of association of the Company, an alteration in the said memorandum or articles shall not be valid or have effect unless made with the previous approval of the Minister given with the consent of the Minister for Finance and the Minister for the Public Service.

9.—An issue of shares of the Company shall not be made unless the Minister for Finance, after consultation with the Minister, has authorised the issue.

10.—No moneys may be borrowed by the Company without the prior approval of the Minister given with the consent of the Minister for Finance.

11.—(1) The Company shall, as soon as may be after the end of each accounting year of the Company, furnish to the Minister—

( a ) a balance sheet as at the end of that accounting year duly audited by the auditor of the Company,

( b ) a profit and loss account for that accounting year duly audited by the auditor of the Company, and

( c ) a copy of the report of the directors of the Company to the shareholders of the Company for that accounting year.

(2) The balance sheets and profit and loss accounts furnished pursuant to subsection (1) of this section shall be drawn up in such form as the Minister, with the consent of the Minister for Finance, shall direct.

(3) A copy of every balance sheet, profit and loss account and report furnished to the Minister pursuant to subsection (1) of this section shall be laid by him before each House of the Oireachtas as soon as may be after such balance sheet, profit and loss account and report are so furnished to him.

(4) The Company shall, if so requested by the Minister, furnish to him such information as he may require in respect of any balance sheet, profit and loss account or report required by subsection (1) of this section or in relation to the policy and operations of the Company.

12.—(1) Where a director of the Company is nominated as a member of Seanad Éireann or as a candidate for election to either House of the Oireachtas or to the Assembly of the European Communities or is appointed to such Assembly, he shall thereupon cease to be a director of the Company.

(2) Where a person who is either an officer or servant of the Company is nominated as a member of Seanad Éireann or as a candidate for election to either House of the Oireachtas or to the Assembly of the European Communities or is appointed to such Assembly, he shall stand seconded from employment by the Company and shall not be paid by, or entitled to receive from, the Company any remuneration or allowances—

( a ) in case he is nominated as a member of Seanad Éireann or is appointed to such Assembly, in respect of the period commencing on such nomination or appointment, as the case may be, and ending when he ceases to be a member of Seanad Éireann or such Assembly,

( b ) in case he is nominated as a candidate for election to either such House or to such Assembly, in respect of the period commencing on his nomination and ending when he ceases to be a member of that House or that Assembly, as the case may be, or fails to be elected or withdraws his candidature, as may be appropriate.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or a member of the Assembly of the European Communities shall, while he is so entitled or is such a member, be disqualified from becoming a director of the Company or an officer or servant of the Company.

(4) Without prejudice to the generality of subsection (2) of this section, that subsection shall be construed as prohibiting the reckoning of a period mentioned in paragraph (a) or (b) of that subsection as service with the Company for the purpose of any superannuation benefit.

13.—(1) An officer (including the chief officer, whether that officer is described as the Chief Executive or otherwise) and servant of the Company shall hold his office or employment on such terms and conditions as the Company, with the approval of the Minister given with the consent of the Minister for the Public Service, may from time to time determine.

(2) There shall be paid by the Company to its chief officer and to the officers and servants of the Company such remuneration and allowances as the Company, with the approval of the Minister given with the consent of the Minister for the Public Service, shall determine.

14.—There shall be paid by the Company to its chairman and directors such fees (if any) and such allowances for expenses as the Company, with the approval of the Minister given with the consent of the Minister for the Public Service, may determine.

15.—Any alteration in the terms, in operation at the passing of this Act, governing the grant of pensions, gratuities, allowances of other payments on resignation, retirement or death, to or in respect of a member of the permanent staff of the Company, including its chief officer, (whether that officer is described as the Chief Executive or otherwise) or any other arrangement to provide for benefits additional to the terms referred to above, shall not take effect unless the alteration or arrangement has the approval of the Minister, given with the consent of the Minister for the Public Service.

16.—The provisions of sections 8 to 15 of this Act shall have effect as long as the Minister for Finance holds any shares of the Company.

17.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

18.—This Act may be cited as the Kilkenny Design Workshops Limited Act, 1982 .