PART II

Establishment and Administration

9. —(1) The Minister, after consultation with the Minister for Finance, shall cause a private company conforming to the conditions laid down in this Act to be formed and registered under the Companies Acts.

(2) The Minister shall by order appoint a day to be the vesting day for the company as soon as practicable after the company has been registered.

(3) Nothing in this Act shall prevent the company from availing of any provisions of the Companies Acts enabling a private company to re-register as a public limited company, but such provisions may be availed of only with the approval of the Minister and the Minister for Finance.

10. —(1) The name of the company shall be Coillte Teoranta or, in the English language, The Irish Forestry Board Limited.

(2) (a) The authorised share capital of the company shall be £1 billion or such other amount as may be approved from time to time by the Minister for Finance, after consultation with the Minister, divided into shares of one pound each.

(b) The company may, with the consent of the Minister and the Minister for Finance, divide the shares in its share capital into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.

11. —The memorandum of association of the company and of any subsidiary shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance.

12. —(1) The principal objects of the company shall be stated in its memorandum of association to be—

(a) to carry on the business of forestry and related activities on a commercial basis and in accordance with efficient silvicultural practices,

(b) to establish and carry on woodland industries,

(c) to participate with others in forestry and related activities consistent with its objects, designed to enhance the effective and profitable operation of the company, and

(d) to utilise and manage the resources available to it in a manner consistent with the above objects.

(2) Nothing in this section shall prevent or restrict the inclusion among the objects of the company, as stated in its memorandum of association, of all such objects and powers as are reasonably necessary or proper for or incidental or ancillary to the due attainment of the principal objects aforesaid and are not inconsistent with this Act.

(3) The company shall have power to do anything which appears to it to be requisite, advantageous or incidental to, or which appears to it to facilitate, either directly or indirectly, the performance by it of its functions as specified in this Act or in its memorandum of association and is not inconsistent with any law for the time being in force.

(4) The Minister may, for the purpose of giving full effect to the assignment of functions under this Act to the company, by order adapt any enactment with the consent of any other Minister responsible for the administration of that enactment.

13. —(1) It shall be the general duty of the company—

(a) to conduct its affairs so as to ensure that revenues of the company are not less than sufficient to—

(i) meet all charges properly chargeable to revenue account (including depreciation of assets and proper allocation to general reserve) taking one year with another,

(ii) generate a reasonable proportion of capital needs, and

(iii) remunerate capital and repay borrowings,

(b) to conduct its business at all times in a cost effective and efficient manner,

(c) to have due regard to the environmental and amenity consequences of its operations, and

(d) to provide for consultation with the Minister for Finance concerning forestry development in areas of scientific interest.

(2) Nothing in section 12 or this section shall be construed as imposing on the company, either directly or indirectly, any form of duty or liability enforceable by proceedings before any court to which it would not otherwise be subject.

14. —(1) The company shall submit to and agree with the Minister each year a programme for the sale and acquisition of land and the sale of timber, whether standing or felled.

(2) The company shall not exceed the limitations of the programme agreed with the Minister under subsection (1) without the prior approval of the Minister.

(3) The approval of the Minister referred to in subsection (2) may be given for a particular sale or generally, subject to such limitations and conditions as he may specify. The Minister may from time to time withdraw or vary any such limitations or conditions.

(4) The Minister may direct the company to include in its annual report such information as he may specify in respect of sales to which this section relates and the company shall comply with every such direction.

15. —(1) The articles of association of the company shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance.

(2) The articles of association of the company shall provide that—

(a) the number of directors (including the chairman) shall be not more than 9;

(b) the chairman and other directors shall be appointed and may be removed from office by the Minister with the consent of the Minister for Finance;

(c) each director (including the chairman) shall be appointed for a period not exceeding five years and shall be eligible for reappointment;

(d) the remuneration of the chairman and other directors shall be determined by the Minister with the consent of the Minister for Finance;

(e) no person shall be appointed as auditor of the company without the approval of the Minister given with the consent of the Minister for Finance;

(f) the company shall, in consultation with recognised trade unions and staff associations, set up machinery for the purposes of negotiations concerned with the pay and conditions of service of its staff;

(g) the company shall not establish or acquire a subsidiary without the approval of the Minister given with the consent of the Minister for Finance;

(h) the aggregate at any one time of the company's investment in undertakings (other than subsidiaries) shall not exceed £250,000, except with the approval of the Minister given with the consent of the Minister for Finance.

16. —Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum of association or articles of association of the company or of any subsidiary of the company shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Finance.

17. —(1) The company shall issue shares to the Minister for Finance to the value of the property transferred to it on the vesting day in accordance with sections 39 and 40 , and each share shall carry one vote.

(2) The Minister, with the consent of the Minister for Finance and following consultation with the company, shall issue as soon as possible after the vesting day a certificate certifying the sum which in his opinion represents the value of the property transferred to the company.

(3) The company, after receipt of the certificate, shall issue to the Minister for Finance, without payment by him, fully paid-up shares of the company equal in nominal value to the sum so certified.

18. —(1) The company shall issue to the Minister one share of one pound in the share capital of the company.

(2) The Minister may exercise in respect of his share in the share capital of the company 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.

(3) The cost of such share shall be advanced to the Minister out of the Central Fund or the growing produce thereof.

19. —(1) One share in the share capital of the company shall be issued to each of the subscribers to the memorandum of association of the company.

(2) The cost of such shares shall be advanced to the subscribers out of the Central Fund or the growing produce thereof.

20. —The Minister for Finance may, subject to this Act, 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.

21. —(1) The Minister for Finance may, from time to time as occasion requires for the purpose of compliance with so much of the Companies Acts as requires that there shall always be a minimum number of members of the company, transfer to any person one of his shares.

(2) 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 all or any of such shares.

(3) 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.

22. —(1) A member of the company to whom a share in the company is issued under section 19 or transferred under section 21 (1) shall hold that share in the company in trust for the Minister for Finance and shall accordingly be bound to pay all dividends and other money which he receives in respect of the share to the said Minister for the benefit of the Exchequer and to transfer, as and when required by the said Minister, the share to that Minister or a person nominated in that behalf by that Minister.

(2) Save when required pursuant to subsection (1), such member shall not transfer or alienate his share.

(3) Upon the death of a member of the company referred to in subsection (1), the share held by such member shall, without the necessity for a transfer, vest in the Minister for Finance.

23. —(1) All amounts representing dividends or other money received by the Minister for Finance in respect of shares in the company and all amounts representing repayment of or interest on repayable advances received or recovered by him from the company shall be paid into or disposed of for the benefit of the Exchequer in such manner as he may direct.

(2) All amounts representing dividends or other money received by the Minister in respect of his share in the company shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

24. —(1) (a) Subject to the consent of the Minister and the Minister for Finance, the company may, by means of the issue of debentures or otherwise, borrow money (including money in a currency other than the currency of the State) for capital purposes including working capital from persons other than the Minister for Finance.

(b) The aggregate at any one time of borrowings by the company under paragraph (a) shall not exceed £80 million.

(c) For the purposes of this subsection moneys borrowed in a currency other than the currency of the State shall be deemed to be the equivalent in the currency of the State of the actual moneys borrowed, such equivalent being calculated according to the rate of exchange at the time of the borrowing for that currency and the currency of the State.

(2) The company may borrow money (including money in a currency other than the currency of the State) temporarily but the aggregate at any one time of such borrowings shall not exceed such amount as has been approved by the Minister with the consent of the Minister for Finance.

(3) (a) Without prejudice to section 2 (5), references in subsections (1) and (2) to the company include references to a subsidiary of the company.

(b) Where the company and a subsidiary thereof have at any one time borrowings under this section, the limit on borrowings provided for shall apply to the aggregate at any one time of borrowings by the company and the subsidiary.

25. —(1) In relation to borrowings under section 24 , the Minister for Finance, after consultation with the Minister, may guarantee, in such form and manner and in such money (including money in a currency other than the currency of the State) and on such terms and conditions as he thinks fit, the due repayment by the company of the principal of any money borrowed by the company or the due payment of instalments or other amounts of money owed by the company under a contract entered into by the company or the payment of interest on any money, instalment or amount or both the repayment of principal or payment of such instalments or amounts, as the case may be, and payment of the interest, and any such guarantee may include a guarantee of payment of commission and incidental expenses arising in connection with such borrowings or such contract.

(2) The Minister for Finance shall not so exercise the powers conferred on him by this section that the amount, or the aggregate amount, of money which he may at any one time be liable to pay on foot of any guarantee or guarantees under this section for the time being in force, together with the amount of money (if any) which he had previously paid on foot of any guarantee under this section and which has not been repaid by the company, exceeds £80 million.

(3) For the purpose of calculating the amount of borrowings or instalments or other money guaranteed by the Minister for Finance under this section by reference to the limit on money in subsection (2), the equivalent in the currency of the State of borrowings or instalments or other money in a foreign currency shall be calculated at the exchange rate prevailing at the time of the giving of the guarantee.

(4) Where a guarantee under this section is or has been given, the company shall, if the Minister for Finance so requires, give to him such security (including, in particular, debentures) as may be specified in the equirement for the purpose of securing to the said Minister the repayment of any money which he may be liable to pay or has paid under the guarantee.

(5) The Minister for Finance shall, as soon as may be after the expiration of every financial year, lay before each House of the Oireachtas a statement setting out with respect to each guarantee under this section given during that year or given at any time before, and in force at, the commencement of that year—

(a) particulars of the guarantee,

(b) in case any payment has been made by him under the guarantee before the end of that year, the amount of the payment and the amount (if any) repaid to him on foot of the payment,

(c) the amount of money covered by the guarantee which was outstanding at the end of that year.

(6) Money paid by the Minister for Finance under a guarantee under this section shall be repaid to him (with interest thereon at such rate or rates as he appoints) by the company within such period from the date of payment by the said Minister as may be specified by that Minister after consultation with the company.

(7) Where the whole or any part of the money required by subsection (6) to be repaid to the Minister for Finance has not been repaid in accordance with that subsection, the amount so remaining outstanding shall be repaid to the Central Fund out of moneys provided by the Oireachtas.

(8) Notwithstanding the provision of money under subsection (7) to repay the amount to the Central Fund, the company shall remain liable to the Minister for Finance in respect of that amount and that amount (with interest thereon at such rate or rates as the said Minister appoints) shall be repaid to the said Minister by the company at such times and in such instalments as he appoints and, in default of repayment as aforesaid and without prejudice to any other method of recovery, shall be recoverable as a simple contract debt in any court of competent jurisdiction.

(9) In relation to a guarantee under this section in money in a currency other than the currency of the State—

(a) each of the references to principal, each of the references to instalments or other amounts of money, each of the references to interest and the reference to commission and incidental expenses in subsection (1) shall be taken as referring to the equivalent in the currency of the State of the actual principal, the actual instalments or other amounts of money, the actual interest or the actual commission and incidental expenses, as may be appropriate;

(b) the reference to the amount of money in subsection (5) (c) shall be taken as referring to the equivalent in the currency of the State of the actual amount of money, such equivalent being calculated according to the rate of exchange for the time being for that currency and the currency of the State;

(c) each of the references to money in subsections (6) to (8) shall be taken as referring to the cost in the currency of the State of the actual money.

(10) (a) Without prejudice to section 2 (5), references in this section to the company include references to a subsidiary of the company.

(b) Where there are in force at any one time guarantees under or by virtue of this section in respect of the company and of a subsidiary thereof, the relevant limit specified in subsection (2) shall apply to the aggregate of the amounts which the Minister for Finance is at any one time liable to pay under such guarantees.

26. —(1) (a) The Minister for Finance, after consultation with the Minister, may provide funds to the company for capital purposes by way of—

(i) Exchequer repayable advances, or

(ii) subscription for shares in the company, or

(iii) both such advances and subscription.

(b) The aggregate amount of funds provided under paragraph (a) shall not exceed £100 million.

(2) Exchequer advances provided under subsection (1) (a) shall be made on such terms as to repayment, interest, and other matters as may be determined by the Minister for Finance.

(3) If the company fails to make a repayment as required under subsection (2), the company shall remain liable to the Minister for Finance in respect of the unpaid amount and that amount (with interest thereon at such rate or rates as the said Minister appoints) shall be repaid to the said Minister by the company at such times and in such instalments as he appoints and, in default of payment as aforesaid and without prejudice to any other method of recovery, shall be recoverable as a simple contract debt in any court of competent jurisdiction.

27. —(1) The Minister for Finance may make available as working capital to the company an amount not exceeding £3 million.

(2) Liabilities of the Minister and the company under section 53 may, subject to the approval of the Minister and the Minister for Finance, be discharged by due account being taken of them along with other properly reckonable amounts in the calculation of the working capital to be made available to the company under subsection (1).

(3) The company shall issue to the Minister for Finance shares to the value of the working capital made available to it under subsection (1).

28. —(1) All money from time to time required by the Minister for Finance to meet sums which may become payable by him under section 25 , 26 or 27 shall be advanced out of the Central Fund or the growing produce thereof.

(2) The Minister for Finance may, for the purpose of providing for advances out of the Central Fund under this section, borrow on the security of the Central Fund or the growing produce thereof any sums required for the purpose and, for the purpose of such borrowing, he may create and issue securities bearing interest at such rate and subject to such conditions as to repayment, redemption or any other matter as he thinks fit, and shall pay all sums so borrowed into the Exchequer.

(3) The principal of and interest on all securities issued under this section and the expenses incurred in connection with the issue of the securities shall be charged on and payable out of the Central Fund or the growing produce thereof.

29. —(1) During the period of four years from the vesting day, the Minister for Finance, after consultation with the Minister and following application by the company, may make available to the company annual grants not exceeding in aggregate £30 million for current expenditure.

(2) Such details of the purposes for which such grants are to be expended as may be required by the Minister or the Minister for Finance shall be made available in support of applications by the company for disbursement of funds under this section.

(3) All moneys required by the Minister for Finance under this section shall be paid out of moneys provided by the Oireachtas.

30. —(1) Without prejudice to the requirements of the Companies Acts in relation to balance sheets and accounts, the company shall keep, in such form as may be approved of by the Minister with the consent of the Minister for Finance, all proper and usual accounts of all money received by or expended by it, including a profit and loss account and a balance sheet, and, in particular, shall keep in such form as aforesaid all such special accounts as the Minister may from time to time direct.

(2) Accounts kept in pursuance of this section shall be submitted annually by the company to an auditor for audit and, immediately after the audit, a copy of the profit and loss account and of the balance sheet and of such other (if any) of the accounts as the Minister may direct and a copy of the auditor's report on the accounts shall be presented to the Minister who shall cause copies thereof to be laid before each House of the Oireachtas.

31. —(1) Not later than six months after the end of each accounting year, the company shall make a report to the Minister of its activities during that year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas.

(2) Every annual report shall include information, in such form as the Minister may direct after consultation with the company and with the consent of the Minister for Finance, regarding the operations, cost-effectiveness and financial targets of the company.

(3) The company shall, if so required by the Minister, furnish to him such information as he may require in respect of any balance sheet, account or report of the company or in relation to the policy and operations of the company other than day-to-day operations.

32. —(1) Where at a meeting of the directors of the company any of the following matters arises, namely—

(a) an arrangement to which the company is a party or a proposed such arrangement, or

(b) a contract or other agreement with the company or a proposed such contract or other agreement,

then any director of the company present at the meeting who otherwise than in his capacity as such a director is in any way, whether directly or indirectly, interested in the matter—

(i) shall at the meeting disclose to the company the fact of such interest and the nature thereof,

(ii) shall take no part in any deliberations of the directors relating to such matter save to such extent as the chairman of the meeting at which such deliberations take place may permit, and

(iii) shall not vote on a decision relating to the matter.

(2) Where an interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where at a meeting of the directors of the company a question arises as to whether or not a course of conduct, if pursued by a director of the company, would be a failure by him to comply with the requirements of subsection (1), the question may be determined by the chairman of the meeting whose decision shall be final and where such a question is so determined particulars of the determination shall be recorded in the minutes of the meeting.

(4) Where the Minister is satisfied that a director has failed to comply with a requirement of subsection (1) he may, if he thinks fit, and with the consent of the Minister for Finance, remove that director from office, and in case a person is removed from office pursuant to this subsection he shall thenceforth be disqualified from being a director of the company.

(5) Section 194 of the Companies Act, 1963 , shall not apply to a director of the company.

33. —(1) A person shall not disclose confidential information obtained by him while performing duties as a director or member of staff of, or an adviser or consultant to, the company unless he is duly authorised to do so.

(2) A person who contravenes subsection (1) shall be guilty of an offence.

(3) In this section—

“confidential” means that which is expressed to be confidential either as regards particular information or as regards information of a particular class or description;

“duly authorised” means authorised by the company or by some person authorised in that behalf by the company.

34. —(1) Where a director of the company is—

(a) nominated as a member of Seanad Éireann, or

(b) elected as a member of either House of the Oireachtas or to the European Parliament, or

(c) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984 ) of the European Assembly Elections Act, 1977 , as having been elected to such Parliament to fill a vacancy,

he shall thereupon cease to be a director of the company.

(2) Where a person employed by the company is—

(a) nominated as a member of Seanad Éireann, or

(b) elected as a member of either House of the Oireachtas or to the European Parliament, or

(c) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984 ) of the European Assembly Elections Act, 1977 , as having been elected to such Parliament to fill a vacancy,

he shall thereupon stand seconded from employment by the company and shall not be paid by, or be entitled to receive from, the company any remuneration or allowances in respect of the period commencing on such nomination or election, or when he is so regarded as having been elected (as the case may be) and ending when he ceases to be a member of either such House or such Parliament.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or who is a member of the European Parliament shall, while he is so entitled or is such a member, be disqualified from becoming a director of the company or from employment in any capacity by the company.

(4) Without prejudice to the generality of subsection (2), that subsection shall be construed as prohibiting the reckoning of a period therein mentioned as service with the company for the purpose of any pensions, gratuities or other allowances payable on resignation, retirement or death.

35. —(1) There shall be a Chief Executive of the company.

(2) The first Chief Executive of the company, having been selected by means of a public competition, shall be appointed by the Minister for a period not exceeding three years and may be removed from office by the Minister during that period.

(3) The first Chief Executive may be reappointed and thereafter may be removed from office by the directors of the company.

(4) Each subsequent Chief Executive shall be appointed and may be removed from office by the directors of the company.

(5) The functions of the Chief Executive shall be to carry on, manage and control generally the administration of the company, subject to the lawful directions of the directors of the company.

(6) The Chief Executive shall hold office on and subject to such terms and conditions (including terms and conditions relating to remuneration, allowances and superannuation) as may be determined by the Minister with the consent of the Minister for Finance.

36. —Without prejudice to the requirements of section 43 , the company, in determining the remuneration or allowances for expenses to be paid to its officers or servants or the terms or conditions subject to which such officers or servants hold or are to hold their employment, shall have regard to Government or nationally agreed guidelines which are for the time being extant, or to Government policy concerning remuneration and conditions of employment which is so extant, and in addition to the foregoing, the company shall comply with any directives with regard to such remuneration, allowances, terms or conditions which the Minister may give from time to time to the company with the consent of the Minister for Finance.

37. —(1) The Minister may at the request of the company or on his own behalf make bye-laws to regulate access to or use of any land owned, managed or used by the company.

(2) Where the company submits a proposal to the Minister to make a bye-law the Minister shall, as he may think proper, refuse to approve of the proposal or approve thereof without modifications or make such modifications therein as he may think proper and make the bye-law as so modified.

(3) A document which purports to be a copy of bye-laws made under this section, and which has endorsed thereon a certificate (purporting to be signed by an officer of the Minister) stating that the document is a true copy of the bye-laws and that the bye-laws were in force on a specified date, shall, without proof of signature of such officer or that he was in fact such officer, be received as evidence in every court and in all legal proceedings of the bye-laws and of the fact that they were in force on that date.

(4) A person who contravenes a bye-law made under this section shall be guilty of an offence.

38. —(1) The Minister may, with the consent of the Minister for Finance, issue directions in writing to the company requiring the company—

(a) to comply with policy decisions of a general kind made by the Government concerning the development of forestry and related activities of which he may advise the company from time to time, or

(b) to provide or maintain specified services or facilities, or

(c) to maintain or use specified land or premises in the company's possession for a particular purpose.

(2) The company shall comply with every direction given to it under this section.

(3) (a) A direction to the company under this section shall, if the company so requests in writing, be given by the Minister by order.

(b) Such an order shall remain in force for a specified period of not more than twelve months unless extended or revoked by order of the Minister.

(4) If the company satisfies the Minister that, over a period of at least twelve months or such other period as may be determined by the Minister after consultation with the company, it has sustained a loss in complying with a direction under subsection (1) (b) or (1) (c), it shall be entitled to recover the loss from the Minister.

(5) The Minister may require an audit of the books and records of the company to determine that such loss has been incurred.

(6) Before giving a direction to the company under subsection (1) (b) or (1) (c), the Minister shall obtain from the company details of the cost of complying with such direction and the company shall supply such information to the Minister on request.

(7) The Minister may stipulate, in consultation with the company and with the consent of the Minister for Finance, financial or other targets (including payment of dividends in respect of shares in the company) to be achieved by the company.

(8) Moneys required by the Minister to meet payments required by him under this section shall be advanced to him by the Minister for Finance out of moneys provided by the Oireachtas.