24 1983

First (No. 24/1983: POSTAL AND TELECOMMUNICATIONS SERVICES ACT, 1983) Previous (PART I PRELIMINARY AND GENERAL) Next (PART III PROVISIONS APPLICABLE TO BOTH COMPANIES)

No. 24/1983: POSTAL AND TELECOMMUNICATIONS SERVICES ACT, 1983

PART II ESTABLISHMENT OF AN POST AND BORD TELECOM ÉIREANN

Formation of companies.

9. —(1) The Minister, after consultation with the Minister for Finance, shall cause two limited companies 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 each of the two companies as soon as practicable after the companies have been registered.

Names and capital formation of companies.

10. —(1) The names of the companies shall be, respectively—

( a ) An Post or, in the English language, The Post Office, and

( b ) Bord Telecom Éireann or, in the English language, The Irish Telecommunications Board.

(2) Each company shall be exempt from the requirement of section 6 (1) (a) of the Companies Act, 1963 , to include the word "limited" or "teoranta" in its title.

( 3 ) ( a ) Subject to paragraph (c), the authorised share capital of An Post shall be an amount not exceeding the total of the following—

(i) the value of the property to be transferred to the company on the vesting day under sections 40 and 41,

(ii) the amount of money which may be made available to the company under section 29 (1) to finance capital works, and

(iii) the amount of working capital to be made available to the company under section 31,

divided into shares of one pound each.

( b ) Subject to paragraph ( c ), the authorised share capital of Bord Telecom Éireann shall be an amount not exceeding the total of the following—

(i) the value of the property to be transferred to the company on the vesting day under sections 40 and 41, less the amount by which sums issued by the Minister for Finance under the Telecommunications Capital Acts, 1924 to 1981, which have not been repaid before that day exceed the sum of £355,000,000 plus the amount of the outstanding liability of the Minister to Irish Telecommunications Investments Limited immediately before the vesting day, and

(ii) the amount of working capital to be made available to the company under section 31,

divided into shares of one pound each.

( c ) The totals obtained under paragraphs (a) and (b) shall, if required, be rounded upwards to the nearest £500,000 or £1,000,000, as the case may be.

( d ) Each 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.

Form of memorandum of association.

11. —The memorandum of association of each 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.

Principal objects of postal company.

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

( a ) to provide a national postal service within the State and between the State and places outside the State,

( b ) to meet the industrial, commercial, social and household needs of the State for comprehensive and efficient postal services and, so far as the company considers reasonably practicable, to satisfy all reasonable demands for such services throughout the State,

( c ) to provide services by which money may be remitted (whether by means of money orders, postal orders or otherwise) as the company thinks fit,

( d ) to provide counter services for the company's own and Government business and, provided that they are compatible with those services and with the other principal objects set out in this subsection, for others as the company thinks fit, and

( e ) to provide such consultancy, advisory, training and contract services inside and outside the State as the company thinks fit.

(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 enactment for the time being in force.

General duty of postal company.

13. —(1) It shall be the general duty of the postal company to conduct the company's affairs so as to ensure that—

( a ) charges for services are kept at the minimum rates consistent with meeting approved financial targets, and

( b ) 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.

(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.

Principal objects of telecommunications company.

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

( a ) to provide a national telecommunications service within the State and between the State and places outside the State,

( b ) to meet the industrial, commercial, social and household needs of the State for comprehensive and efficient telecommunications services and, so far as the company considers reasonably practicable, to satisfy all reasonable demands for such services throughout the State, and

( c ) to provide such consultancy, advisory, training and contract services inside and outside the State as the company thinks fit.

(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 enactment for the time being in force.

General duty of telecommunications company.

15. —(1) It shall be the general duty of the telecommunications company to conduct the company's affairs so as to ensure that—

( a ) charges for services are kept at the minimum rates consistent with meeting approved financial targets, and

( b ) 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.

(2) Nothing in section 14 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.

Articles of association.

16. —(1) The articles of association of each 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 and, where appropriate, the consent of the Minister for the Public Service.

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

( a ) the number of directors (including the chairman) shall be at least 12 or such greater number as the Minister with the consent of the Minister for Finance may determine from time to time;

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

( d ) 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;

( e ) the company shall, in consultation and agreement 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;

( f ) the company shall not invest in any other undertaking without the approval of the Minister given with the consent of the Minister for Finance.

(3) The articles of association of the postal company shall provide that the company shall, in consultation and agreement with recognised unions and associations, set up machinery for the purposes of negotiations concerning the remuneration and other contractual conditions of postmasters.

Restriction on alteration of memorandum or articles of association.

17. —Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum of association or articles of association of either company shall be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service. Any proposed alteration shall be notified by the company to recognised trade unions and staff associations and recognised unions and associations.

Issue of shares to the Minister in consideration of transfer of property.

18. —(1) The postal company shall issue shares to the Minister to the value of the property transferred to it on the vesting day in accordance with sections 40 and 41.

(2) The telecommunications company shall issue shares to the Minister to the value of the property transferred to it on the vesting day in accordance with sections 40 and 41, less the amount by which sums issued by the Minister for Finance under the Telecommunications Capital Acts, 1924 to 1981, which have not been repaid before that day exceed the sum of £355,000,000 plus the amount of the outstanding liability of the Minister to Irish Telecommunications Investments Limited immediately before the vesting day.

(3) The Minister, with the consent of the Minister for Finance and following consultation with the company concerned, 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.

(4) Each company, after receipt of the certificate, shall issue to the Minister without payment by him fully paid-up shares of the company equal in nominal value to the sum so certified in respect of that company subject, in the case of the telecommunications company, to the adjustment of that sum as provided in subsection (2).

Issue of shares to Minister for Finance.

19. —(1) The postal company shall issue to the Minister for Finance one share of one pound in the share capital of the company.

(2) The telecommunications company shall issue to the Minister for Finance one share of one pound in the share capital of the company.

(3) Subject to subsection (4), the Minister for Finance may exercise in respect of his share in the share capital of each 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.

(4) The Minister for Finance shall not transfer or alienate his share in the share capital of either company.

Issue of shares to subscribers to memorandum of association of each company.

20. —(1) One share in the share capital of the postal company shall be allotted to each of the subscribers to the memorandum of association of that company.

(2) One share in the share capital of the telecommunications company shall be allotted to each of the subscribers to the memorandum of association of that company.

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

Restriction on issue of share capital.

21. —No issue of share capital shall be made other than those referred to in sections 18, 19, 20, 29 and 31.

Acquisition of shares and exercise of powers by the Minister.

22. —(1) The Minister may take up by subscription shares in each company.

(2) The Minister may, subject to this Act, exercise in respect of the shares of each 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.

Transfer by Minister of shares.

23. —(1) The Minister 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 at least two members of each company, transfer to any person one of his shares in such company.

(2) Save as authorised by subsection (1), the Minister shall not transfer or alienate any of his shares in either company.

Provision of money for share subscriptions.

24. —(1) All money required by the Minister to meet payments required to be made by him in respect of shares taken up by him shall be advanced to him by the Minister for Finance out of the Central Fund or the growing produce thereof.

(2) The Minister for Finance shall have power to borrow money or to create and issue securities for the purpose of subsection (1) and shall pay all money so borrowed into the Exchequer.

(3) The principal of and interest on any securities issued under this section shall be a charge on the Central Fund or the growing produce thereof.

Obligation of shareholder (other than the Minister) to hold share in trust.

25. —(1) A member of either company (other than the Minister) shall hold his share in the company issued under section 20 in trust for the Minister and shall accordingly be bound to pay all dividends and other money which he receives in respect of the share to the Minister for the benefit of the Exchequer and to transfer, as and when required by the Minister, the share to the Minister or a person nominated in that behalf by the Minister.

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

Payment of dividends, etc., into Exchequer.

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

(2) All amounts representing dividends or other money received by the Minister for Finance in respect of his share in the share capital of either company and all amounts representing repayment of or interest on loans received or recovered by him from either company shall be paid into or disposed of for the benefit of the Exchequer in such manner as he may direct.

Power to borrow.

27. —(1) ( a ) Each 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 but, where a borrowing is not from the Minister for Finance, it shall require the consent of the Minister and the Minister for Finance.

( b ) The aggregate at any one time of borrowings by the postal company under paragraph (a) shall not exceed £58,500,000.

( c ) The aggregate at any one time of borrowings by the telecommunications company under paragraph (a) shall not exceed £1,400,000,000.

( d ) 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) Each 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 borrowing 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 (6), references in subsections (1) and (2) to either company include references to a subsidiary (within the meaning of section 155 of the Companies Act, 1963 ) of that company.

( b ) Where either company and a subsidiary thereof have at any one time borrowings under this section, the limits on borrowings provided for apply to the aggregate at any one time of borrowings by the company concerned and the subsidiary and, in the case of subsections (1) (c) and (2), borrowings before the vesting day by Irish Telecommunications Investments Limited.

Guaranteeing by Minister for Finance of borrowings.

28. —(1) 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 either company of the principal of any money borrowed by that 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 has previously paid on foot of any guarantee under this section and which has not been repaid by the company, exceeds—

( a ) £8,500,000 in the case of the postal company, or

( b ) £1,400,000,000 in the case of the telecommunications company.

(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 requirement 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 two years from the date of payment by the said Minister.

(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 (6), references in this section to either company include references to a subsidiary (within the meaning of section 155 of the Companies Act, 1963 ) of that company.

( b ) Where there are in force at any one time guarantees under or by virtue of this section in respect of either 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.

( 11 ) ( a ) Notwithstanding the repeal of the Irish Telecommunications Investments Limited Act, 1981 , all guarantees given under that Act before the vesting day by the Minister for Finance of borrowings or of payment of instalments or other amounts of money by Irish Telecommunications Investments Limited shall continue in force as if they were given by him under this section.

( b ) This subsection is without prejudice to section 21 of the interpretation Act, 1937 .

Financing of capital works and grants for current expenditure.

29. —(1) ( a ) The Minister for Finance, after consultation with the Minister, may make available to the postal company a sum not exceeding £50,000,000 to finance capital works.

( b ) Such sum may be made available either—

(i) by way of loans on such terms as to repayment, interest and other matters as may be determined by the Minister for Finance, or

(ii) by way of purchase of shares in the company (such shares to be issued to the Minister), or

(iii) by way of both such loans and purchase.

(2) During the period of three years from the vesting day, the Minister for Finance, after consultation with the Minister, may make available to the postal company grants of an amount not exceeding £20,000,000 for current expenditure.

Provision of money for payments out of Central Fund.

30. —(1) All money from time to time required by the Minister for Finance to meet sums which may become payable by him under section 28 or 29 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.

Provision of working capital for each company.

31. —(1) The Minister for Finance shall make available as working capital—

( a ) to the postal company, an amount not exceeding £10,000,000, and

( b ) to the telecommunications company, an amount not exceeding £150,000,000.

(2) Liabilities of the Minister and the companies under sections 85, 93 and 101 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 companies under subsection (1).

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

(4) Money required to be paid by the Minister for Finance under this section shall be advanced out of the Central Fund or the growing produce thereof.

Accounts and audits.

32. —(1) Each 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 he presented to the Minister who shall cause copies thereof to be laid before each House of the Oireachtas.

Annual report and furnishing of information to Minister.

33. —(1) As soon as may be after the end of each accounting year each 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) After such period as the Minister may determine, 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 cost-effectiveness of the operations of the company.

(3) Each 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.

Employee directors.

34. —(1) The Minister shall, as respects each company, appoint to be a director of the company each employee of the company who is elected in accordance with this section. The number to be elected at any such election shall be one-third of the number of directors provided for by the articles of association of the company for the time being.

(2) An appointment under this section shall be in writing and shall specify the day on and from which and the period during which it is to have effect, which period shall be determined by the Minister.

(3) The term of office of a director of a company who is appointed under this section shall, unless, he sooner dies, resigns, leaves the employment of the company, becomes disqualified or is removed from office, terminate on the expiration of the period for which he was appointed.

(4) The Minister may appoint an employee of the company eligible to be nominated as a candidate at an election under this section to fill a casual vacancy arising by reason of an event mentioned in subsection (3) for the remainder of the term of office of the director whose vacancy is to be filled.

(5) A director of a company appointed under this section shall, subject to this section, be eligible for nomination as a candidate and for election at an election for the purposes of this section.

(6) An election for the purposes of this section shall be held within 12 months after the vesting day or such longer period as may be agreed between the company and recognised trade unions and staff associations and in each third year thereafter.

(7) Part I of the First Schedule shall apply for the purposes of an election under this section.

( 8 ) ( a ) The Minister shall appoint to be a director of the postal company the person who was appointed by him on the nomination of staff organisations as a member of the Interim Board for Posts (An Bord Poist), which was established by the Minister before the passing of this Act, if such person is—

(i) appointed to be a member of the Interim Postal Board under section 50, and

(ii) is a member of that Board immediately before the vesting day.

( b ) The Minister shall appoint to be a director of the telecommunications company each person who was appointed by him on the nomination of staff organisations as a member of the Interim Board for Telecommunications (An Bord Telecom), which was established by the Minister before the passing of this Act, if such person is—

(i) appointed to be a member of the Interim Telecommunications Board under section 50, and

(ii) is a member of that Board immediately before the vesting day.

( c ) The term of office of any director appointed under paragraph (a) or (b) shall begin on the vesting day, may be terminated by the Minister and shall, at the latest, cease on the day on which directors are appointed after elections under this section.

Remuneration, etc., of directors appointed under section 34.

35. —(1) Where any allowance payable to a director of either company is being determined by the company, the company shall not have regard to the fact that the director was, or was not, as the case may be, appointed under section 34.

(2) A person who is appointed under section 34 to be a director of a company and whose duties as such director are not whole time shall not suffer any reduction in the remuneration or allowance which, as an employee of the company, he would, if he were not such a director, normally expect to receive.

Disclosure by directors of certain interests.

36. —(1) Where at a meeting of the directors of either 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 shall at the meeting disclose to the company the fact of such interest and the nature thereof and shall not vote on a decision relating to the matter and, 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.

(2) Where at a meeting of the directors of either 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.

(3) Section 196 of the Companies Act, 1963 , shall not apply to a director of either company.

Prohibition on unauthorised disclosure of information.

37. —(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 postal company or the telecommunications company or as a postmaster 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.

Membership of House of Oireachtas or European Assembly.

38. —(1) Where a director of either company is nominated as a member of Seanad Eireann 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 an officer or servant of either company is nominated as a member of Seanad Eireann 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 be entitled to receive from, the company any remuneration or allowances—

( a ) in case he is nominated as a member of Seanad Eireann 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 Eireann 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 who is 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 either company or an officer or servant of either company.

(4) Subsection (2) shall be construed as prohibiting, inter alia, the reckoning of a period mentioned in paragraph (a) or (b) of that subsection as service with either company for the purposes of any superannuation benefit.

Appointment of Chief Executives of the companies.

39. —(1) The person who on the passing of this Act is employed as Chief Executive of the Interim Board for Posts (An Bord Poist) established by the Minister before the passing of this Act shall, if so employed immediately before the establishment of the Interim Postal Board under section 50, be the Chief Executive of that Board and shall, if so employed by that Board immediately before the vesting day, be deemed to have been appointed by the board of the postal company to be the Chief Executive of that company on the conditions on which he was so employed.

(2) The person who on the passing of this Act is employed as Chief Executive of the Interim Board for Telecommunications (An Bord Telecom) established by the Minister before the passing of this Act shall, if so employed immediately before the establishment of the Interim Telecommunications Board under section 50, be the Chief Executive of that Board and shall, if so employed by that Board immediately before the vesting day, be deemed to have been appointed by the board of the telecommunications company to be the Chief Executive of that company on the conditions on which he was so employed.

(3) Every Chief Executive other than a Chief Executive to whom subsection (1) or (2) applies shall be appointed by the board of the company concerned.