PART IV

Miscellaneous

28. —(1) The Corporation may, with the consent of the Minister, given with the consent of the Minister for Finance, establish wholly or partly owned subsidiaries to assist in the achievement of its objects on such terms and conditions as it thinks fit.

(2) The Corporation shall not invest in an enterprise (other than an enterprise under subsection (1) or an enterprise referred to in section 10 (1) (e) and (f)) if, as a result of such investment the Corporation were—

(a) to control the composition of the board of directors of that enterprise,

(b) to hold more than half in nominal value of the share capital of that enterprise,

(c) to hold more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances).

(3) Notwithstanding the provisions of the Companies Acts, the memorandum and articles of association of any company established under subsection (1) shall be in such form as may be approved of by the Minister with the consent of the Minister for Finance.

(4) The provisions of sections 12 , 19 , 22 , 23 , 24 , 25 , 26 , 27 , 29 (1), 30 , 31 and 33 shall apply to each subsidiary established under subsection (1) as the apply to the Corporation.

29. —(1) The Corporation 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 moneys 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 for audit by the Corporation to an auditor appointed by the Corporation with the approval of the Minister given with the consent of the Minister for Finance, to audit the accounts which, when so audited, shall be presented by the Corporation to the Minister who shall cause copies thereof to be laid before both Houses of the Oireachtas.

30. —(1) The Corporation shall, not later than six months after the end of its financial year, make a report to the Minister of its proceedings during that financial year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas.

(2) A report made under this section shall be in such form as the Minister, with the consent of the Minister for Finance, may require.

(3) The Corporation shall supply the Minister with such information relating either to a report made under this section or to its activities (other than those relating to day-to-day administration) as he may from time to time request.

(4) A report made under this section shall set out any directives made by the Minister under section 31 and shall state the extent to which any such directive has been complied with.

31. —(1) The Minister may, from time to time, give to the Corporation such general directives in writing as to policy and operations (other than day-to-day operations) in relation to all or any of the objects specified in the memorandum of association of the Corporation as he considers appropriate.

(2) The Minister may, from time to time, with the consent of the Minister for Finance, direct that the profits of the Corporation, in any year in which a directive is made under this section, be applied in such a manner as may be specified in the directive.

(3) The Corporation, in performing its functions, shall comply with any directive under this section.

(4) Nothing in this section shall be construed as enabling the Minister to exercise any power or control in relation to any particular investment with which the Corporation is or may be concerned.

(5) Where the Minister gives a directive, the Minister shall, within 21 days of the giving of the directive, cause a copy of the directive to be laid before each House of the Oireachtas.

32. —(1) The Agency shall, on the vesting day, be dissolved by virtue of this section.

(2) All property, whether real or personal (including choses-in-action), which immediately before the vesting day was vested in or belonged to or was held in trust or subject to conditions for the Agency and all rights, powers and privileges relating to or connected with any such property, shall on the vesting day, without any conveyance or assignment but subject where necessary to transfer in the books of any bank, corporation or company, become and be vested in or the property of or held in trust or subject to conditions for (as the case may require) the Corporation.

(3) All property transferred by this section which immediately before the vesting day was standing in the books of any bank or was registered in the books of any bank, corporation or company in the name of the Agency shall, upon the request of the Corporation made at any time on or after the vesting day, be transferred in those books by the bank, corporation or company into the name of the Corporation.

(4) Every chose-in-action transferred by this section may, on or after the vesting day, be sued upon, recovered, or enforced by the Corporation in its own name and it shall not be necessary for the Corporation to give notice to the person bound by any such chose-in-action of the transfer effected by this section.

(5) Every debt and other liability (including unliquidated damages) arising from torts or breaches of contract which immediately before the vesting day is owing and unpaid or has been incurred and is undischarged by the Agency shall, on the vesting day, become and be the debt or liability of the Corporation and shall be paid or discharged by and may be recovered from and enforced against the Corporation accordingly.

(6) Every contract which was entered into and is in force immediately before the vesting day between the Agency and any person shall continue in force on and after the vesting day, but it shall be construed and have effect as if the Corporation were substituted therein for the Agency and shall be enforceable by or against the Corporation accordingly.

(7) Where, immediately before the vesting day, any legal proceedings are pending to which the Agency is a party, the name of the Corporation shall be substituted for that of the Agency and the proceedings shall not abate by reason of such substitution.

(8) Section 12 of the Finance Act, 1895, shall not apply to the vesting in the Corporation of the property or rights transferred by this section.

33. —The Corporation shall not, without the prior approval of the Minister given with the consent of the Minister for Finance, expend any moneys or incur any liability in respect of leasing or purchasing office premises, office equipment or any other property real or personal where any such expenditure or liability exceeds £250,000 in respect of any lease or any purchase.