PART II

Establishment of National Development Corporation Limited

6. —As soon as may be after the passing of this Act, the Minister shall take all such steps as appear to him to be necessary or desirable to procure that a limited company (in this Act referred to as “the Corporation”) conforming to the conditions laid down in this Act shall be formed and registered under the Companies Acts.

7. —The Minister shall by order appoint a day to be the vesting day for the Corporation as soon as practicable after the Corporation has been registered.

8. —(1) The name of the Corporation established under section 6 shall be An Chorparáid Forbartha Náisiúnta Teoranta, or in the English language, the National Development Corporation Limited.

(2) The share capital of the Corporation shall be £300,000,000 divided into shares of £1 each and the Corporation shall have the power, with the consent of the Minister given with the consent of the Minister for Finance, to divide the shares in the capital of the Corporation into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.

(3) The Minister for Finance may, with the consent of the Minister, take up by subscription shares in the Corporation, having regard to the amount of capital investment proposed by the Corporation and the amount of capital available to the Corporation derived from its own funds.

(4) The Minister for Finance may, from time to time as the occasion requires for the purposes of compliance with such provisions of the Companies Acts as require that there shall always be two members of a company, transfer to any person one of his shares in the Corporation.

(5) One share in the share capital of the Corporation shall be allotted to each of the subscribers to the memorandum of association of the Corporation.

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

(7) The shares referred to in subsection (5) shall be held by the subscribers to the memorandum of association in trust for the Minister for Finance and all dividends and other payments shall be paid to the said Minister for the benefit of the Exchequer and such shares may be transferred to a person nominated by him.

9. —The memorandum of association of the Corporation 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.

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

(a) to establish either alone or in co-operation with a State-sponsored commercial enterprise, any enterprise which, in the opinion of the Corporation, is capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(b) to invest, in consultation, where appropriate, with State-sponsored bodies, in any enterprise (including any enter prise which is wholly or partly owned by a State-sponsored commercial enterprise) which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(c) to manage, assist (financially or otherwise), including by participating in joint ventures, in the establishment, promotion and development of any enterprise (including any enterprise which is wholly or partly owned by a State-sponsored commercial enterprise) which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(d) to invest in any enterprise which is being established or has been established to cater for tourists and which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(e) to assist (financially or otherwise), manage or act as a holding company for any State-sponsored commercial enterprise established after the passing of this Act which, in the opinion of the Corporation, is capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(f) to assist (financially or otherwise), manage or act as a holding company for any enterprise established by a State-sponsored commercial body which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(g) to invest in any enterprise involved in the exploitation, development, production or marketing of natural resources, including agricultural, fishery and forestry resources where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(h) to invest in any enterprise whose functions include developing or entering into long-term supply contracts between producers and processors where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(i) to assist (financially or otherwise) any enterprise engaged in the establishment, promotion, development or provision of marketing and related services to particular sectors of industry where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(j) to establish, promote, assist (financially or otherwise) any enterprise engaged in the exploitation of research carried out in a university or other third level educational institution, the Innovation Centre, the National Microelectronics Application Centre, the Inventions Service of the Institute for Industrial Research and Standards or similar bodies in the State where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

(k) to encourage investment (other than by financial inducement) in any enterprise in which the Corporation has assisted (financially or otherwise) and to encourage investment (other than by financial inducement) in any enterprise of which the Corporation is a holding company;

(l) to establish and maintain (as soon as practicable after the vesting day) an investment fund which shall be known as “the Revolving Investment Fund for Employment”, into which there shall be paid any moneys realised by the Corporation on investments, dividends paid to the Corporation and, subject to any directives issued by the Minister under section 31 (2), any profits accruing to the Corporation and which shall be used for the purposes for which the Corporation is established.

(2) In carrying out its objects the Corporation shall have regard to its general duties under section 13 .

(3) The Corporation shall have power in particular—

(a) to sell, realise or otherwise dispose of its investments;

(b) to acquire, hold and dispose of securities;

(c) to acquire and dispose of land and other property;

(d) to establish, promote, assist (financially or otherwise) or manage any profitable enterprise or any enterprise likely to become profitable;

(e) to form or to participate in partnerships;

(f) to form, assist in the formation of or participate in co-operatives;

(g) to apply for, to purchase or otherwise acquire, to sell or otherwise dispose of, patents, trade marks, licences or other industrial or intellectual property rights;

(h) to employ and remunerate employees, consultants, or other advisers;

(i) to borrow temporarily (subject to section 20 );

(j) to accept a gift of money, securities, land and other property upon such trusts and conditions (if any) as may be specified by the donor;

(k) to make a loan to any enterprise provided that such a loan is not inconsistent with the provisions of section 15 .

(4) Nothing in this section shall prevent or restrict the inclusion among the objects of the Corporation as stated in the 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.

(5) The Corporation shall have power to do anything which appears to be requisite to or which appears to it to facilitate the performance by it of any of its objects as specified in this Act or in its memorandum of association and is not inconsistent with any enactment for the time being in force.

(6) Nothing in this Act shall be construed as enabling the Corporation to give grants to any enterprise.

11. —(1) The articles of association of the Corporation 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 the Corporation shall provide that—

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

(b) the chairman and the other directors (other than the managing director) shall be appointed and may be removed from office by the Minister;

(c) each director (other than the managing director but including the chairman) shall be appointed for a period not exceeding five years which appointment may be renewed by the Minister;

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

(e) the directors shall, with the consent of the Minister, appoint a managing director on such terms and conditions as shall be approved of by the Minister after consultation with the Minister for the Public Service;

(f) no person shall be appointed auditor of the Corporation without the approval of the Minister given with the consent of the Minister for Finance.

12. —Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum or articles of association of the Corporation shall be valid or effectual unless made with the previous 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.

13. —It shall be the general duty of the Corporation—

(a) to assist in the creation of the maximum amount of viable employment in the State, and

(b) to carry out its objects, which shall include the realisation of investments made by it as soon as is financially and commercially prudent, in such a manner as to enable the Corporation to earn a reasonable return on any investment made by it and ensure that funds are available to the Revolving Investment Fund for Employment.

14. —(1) The Corporation shall inform the Minister in writing of each investment made by it, the time limit fixed by it for its involvement in that investment and any subsequent decision to extend any such time limit.

(2) Any time limit fixed by the Corporation in respect of its involvement in a particular investment made under this Act shall have regard to the particular circumstances of the investment.

(3) The Corporation shall, when requested to do so by the Minister, provide information to the Minister about the investments held by the Corporation.

15. —(1) Subject to subsection (2) and subsection (3), the Corporation shall not, without the prior permission of the Minister, invest in an enterprise an amount or amounts exceeding in the aggregate £1,000,000.

(2) Subject to subsection (3), the Corporation shall not, without the consent of the Government, invest in an enterprise an amount or amounts exceeding in the aggregate £2,500,000.

(3) (a) The Corporation may, subject to subsection (1) and subsection (2), in addition to any equity investment made by it in an enterprise, make a loan to that enterprise; provided that

(i) the amount of the loan does not exceed 30 per cent. of the initial investment by the Corporation in that enterprise, and

(ii) the said loan is given as part of the initial investment by the Corporation in that enterprise.

(b) The Corporation shall be empowered under this section to make no more than one loan to each enterprise in which it invests.

(4) The Minister may from time to time vary by order—

(a) the amount specified in subsection (1), and

(b) the amount specified in subsection (2).

(5) The rate of interest on every loan made under this section shall be such rate as the Minister, with the consent of the Minister for Finance, shall direct, either generally or in any particular case.

16. —The Minister for Finance may, in respect of the shares of the Corporation for the time being held by him, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares, and where such rights or powers are exercisable by attorney, the said Minister may, if he so thinks proper, exercise such rights or powers by his attorney.

17. —All dividends or other moneys received by the Minister for Finance in respect of the shares of the Corporation shall be paid into or disposed of for the benefit of the Exchequer in such manner as he may direct.

18. —All moneys required by the Minister for Finance to meet payments required to be made by him in respect of the shares taken up by him in the Corporation shall be advanced out of the Central Fund or the growing produce thereof.

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

20. —The Corporation may, with the consent of the Minister given with the approval of the Minister for Finance, borrow temporarily either by arrangements with bankers or otherwise such sums (not exceeding in the aggregate £500,000) as it may require for the purpose of providing for current expenditure.

21. —(1) At any time during the period of five years commencing on the vesting day, the Minister may, subject to such conditions as he thinks proper and specifies to the Corporation, pay to the Corporation in each financial year out of moneys provided by the Oireachtas a grant or grants, in respect of the administrative expenses of the Corporation, of such amount or amounts as the Minister may fix with the consent of the Minister for Finance, subject to a limit of £2,000,000 in any such year.

(2) The Corporation shall, in relation to each financial year, or such longer period as the Minister may specify, prepare and send to the Minister (not later than a date specified by the Minister) an estimate of its total expenditure and receipts, and every such estimate shall be in such form and accompanied by such additional information relating to that estimate as the Minister may require.