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21 1944

TRANSPORT ACT, 1944

Chapter V.

The Board of Directors.

The board of directors of the Company.

37. —(1) The Company shall be directed by a board of directors (in this Chapter and in the Fourth Schedule to this Act referred to as the Board) which shall consist of—

(a) a chairman (in this Act referred to as the Chairman),

(b) such number of other directors (in this Chapter and in the Fourth Schedule to this Act referred to as stockholders' directors) as is provided by the said Fourth Schedule.

(2) Subject to subsection (4) of this section, the Board may act notwithstanding any vacancy in its membership.

(3) The Chairman alone shall constitute a quorum at a meeting of the Board.

(4) No meeting of the Board shall be held unless the Chairman is present thereat.

(5) No decision shall be arrived at by the Board at any meeting without the concurrence of the Chairman.

Remuneration of the directors.

38. —The Board shall be paid out of the funds of the Company as remuneration for their services such sums as the Company at a general meeting may from time to time determine, and such remuneration shall be divided amongst the directors in such proportions and in such manner as the Board may determine.

Provisions in relation to the Chairman.

39. —(1) The Minister shall, before the establishment date and thereafter as circumstances require, appoint a person to be Chairman and the term of office of the first Chairman shall commence on the establishment date.

(2) The Chairman shall, unless he sooner dies, resigns or is removed from office, hold office for such term as the Minister, after consultation with the Minister for Finance, may fix at the time of his appointment.

(3) Subject to the provisions of this section, the Chairman shall hold office on such conditions as the Minister shall fix at the time of his appointment.

(4) Whenever the Minister appoints a person to be Chairman, he shall, as soon as may be, lay before each House of the Oireachtas a statement setting out that person's name, his term of office and the conditions upon which he is to hold office.

(5) The Chairman may at any time resign his office by giving notice to the Minister of his intention to resign his office on a date specified in the notice (being not less than three months after the notice is so given) and his resignation shall take effect as on and from the date so specified.

(6) Every person whose term of office as Chairman expires by effluxion of time shall be eligible for re-appointment.

(7) The Minister may at any time for stated reasons and shall, if the Chairman contravenes (by omission or act) any of the provisions of subsection (9) of this section by order remove the Chairman from office and any such order shall be laid before each House of the Oireachtas.

(8) The Chairman shall while holding office be disqualified from being nominated or elected and from sitting as a member of Dáil Eireann or Seanad Eireann.

(9) (a) Every person appointed to be Chairman shall, within three months of his appointment, absolutely sell or otherwise dispose of all common stock which he shall at the time of his appointment own or be interested in for his own benefit;

(b) if and whenever any common stock shall come to or become vested in the Chairman by will or succession for his own benefit, he shall, within three months after it shall have so come to or become vested in him, absolutely sell or otherwise dispose of it or his interest therein;

(c) the Chairman shall not for his own benefit purchase, take or become interested in any common stock.

(10) If the Minister is at any time of opinion that the remuneration of the Chairman is for the time being insufficient he may direct that the remuneration of the Chairman shall be increased by such amount as the Minister, after consultation with the Minister for Finance, thinks fit, and the remuneration of the Chairman shall be increased accordingly, and such increase shall be payable by the Company.

(11) Whenever the Minister gives a direction under subsection (10) of this section, he shall, as soon as may be, lay before each House of the Oireachtas a copy of the direction.

(12) Whenever the Chairman is through ill-health or other sufficient cause temporarily incapacitated from performing the duties of his office, the Minister may nominate a person to perform during such incapacity the duties of the Chairman and the person so appointed shall during such incapacity have all the powers of the Chairman and be deemed for the purposes of section 37 of this Act to be the Chairman.

(13) There shall be paid by the Company to any person nominated under subsection (12) of this section such remuneration as the Minister, after consultation with the Minister for Finance, may appoint, and such remuneration shall, in case such person is a stockholders' director of the Company, be in addition to his remuneration as a stockholders' director.

Managing director.

40. —(1) The Board may from time to time appoint one of the Board to be managing director of the Company, either for a fixed term or without any limitation as to the period for which he is to hold such office and may from time to time (subject to the provisions of any contract between him and the Company) remove or dismiss him from office and appoint another in his place.

(2) If a managing director of the Company ceases to be a member of the Board he shall ipso facto and immediately cease to be a managing director.

(3) The remuneration (which shall be by way of fixed salary and not otherwise) of a managing director of the Company shall from time to time be fixed by the Board.

(4) The Board may from time to time entrust to and confer upon a managing director of the Company for the time being such of the powers exercisable by the Board as the Board think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as the Board think expedient, and the Board may confer such powers, either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Board in that behalf, and may from time to time revoke, withdraw, alter, or vary all or any of such powers.

Provisions in relation to stockholders' directors.

41. —The provisions set out in the Fourth Schedule to this Act shall apply in respect of the stockholders' directors.

Compensation to certain stockholders' directors.

42. —(1) The Company shall pay to any person who is, immediately before the ordinary meeting of the Company to be held in 1945, a stockholders' director and who resigns his office not later than seven days after that meeting a sum equal to—

(a) in case he was a director of one dissolved company only, the fees received by him as director of that dissolved company during the appointed period.

(b) in case he was a director of both the dissolved companies, the fees received by him as director of each of the dissolved companies during the appointed period.

(2) The Company shall pay to any person who—

(a) was a director of both the dissolved companies, and

(b) is a stockholders' director immediately before the ordinary meeting of the Company to be held in 1945, and

(c) does not resign his office as a stockholders' director within seven days after that meeting,

a sum equal to the fees received by him as a director of the dissolved transport company during the appointed period.

(3) Where a person was, immediately before the establishment date, the managing director of the dissolved transport company, then, in calculating for the purposes of this section the fees received by him as director of the said company during the appointed period, no account shall be taken of the remuneration payable to him during the appointed period as managing director.

(4) In this section, the expression “the appointed period” means the period of two years expiring on the day before the establishment date.