PART II

Enterprise Ireland

6. —(1) There shall stand established on the establishment day an agency of Forfás to be known as Enterprise Ireland to perform the functions assigned to it by this Act.

(2) The Agency shall be a body corporate with perpetual succession and an official seal and power to sue and be sued in its corporate name and to acquire, hold and dispose of land or an interest in land and to acquire, hold and dispose of any other property.

7. —(1) The functions of the Agency shall be—

(a) to develop industry and enterprise in the State,

(b) to promote, assist and develop the marketing of goods,

(c) to promote, assist and develop the marketing of service industries (within the meaning of the Act of 1986),

(d) to assist enterprises in strategy assessment and formulation,

(e) to develop the technological base and the capacity of enterprises to innovate and undertake research, development and design,

(f) to strengthen the skills base in industry,

(g) to provide services which support such development,

(h) to make investments in and provide supports to industrial undertakings which comply with the requirements of the enactments for the time being in force,

(i) to administer such schemes, grants and other financial facilities requiring the disbursement of European Union and such other funds as may from time to time be authorised by the Minister with the concurrence of the Minister for Finance,

(j) to apply for and receive, in the State or elsewhere, any trade marks, licences, protections or concessions in connection with trade or the marketing of goods or services, and in relation thereto, to do all such things as the Agency considers necessary or desirable for the purposes of its functions,

(k) to carry out such other functions as may from time to time be assigned to it by Forfás, with the consent of the Minister.

(2) The Agency shall have all such powers as are necessary for or incidental to the performance of its functions under this Act.

(3) The Agency may perform any of its functions through or by a member of its staff or a member of the staff of Forfás seconded to it duly authorised by the Agency in that behalf.

(4) Nothing in this Part of this Act shall be construed as affecting or limiting in any manner the existing functions of any Minister of the Government in relation to exports.

(5) The Agency shall, in respect of the promotion, assistance or development of the marketing and promotion of any goods or services in relation to which a Minister of the Government exercises any function, act in consultation with that Minister of the Government.

8. —(1) The Minister may give the Agency such general policy directives as he or she considers appropriate to be followed by the Agency in the exercise of its functions.

(2) A directive under subsection (1) shall not apply to any individual industrial undertaking or to giving preference to one area over others in regard to the location of an industrial undertaking otherwise than as part of a general review of industrial policy for the country as a whole indicated in the directive.

(3) The Minister shall cause any directive given by him or her under subsection (1) to be laid before each House of the Oireachtas within 21 days after it has been so given.

(4) The Agency shall comply with any directive given to it under this section and shall set out the directive in its annual report and shall include in its annual report an account of the actions which it has undertaken to give effect to the directive.

(5) In this section “industrial undertaking” includes an undertaking ancillary to industry and a service industry (within the meaning of the Act of 1986).

9. —(1) The members of the Agency shall constitute its Board.

(2) The Board shall consist of 12 members.

(3) The Board shall include the chief executive officer.

(4) The members of the Board (other than the chief executive officer) shall, as soon as may be after the establishment day, be appointed by the Minister, with the consent of the Minister for Finance.

(5) The Minister shall designate one member of the Board as chairperson.

(6) There shall be paid to the members of the Board such remuneration (if any) and such allowances for expenses incurred by them as the Minister, with the consent of the Minister for Finance, may from time to time determine.

(7) Each member of the Board shall hold office on such terms (other than the payment of remuneration and allowances for expenses) as the Minister determines at the time of his or her appointment.

(8) On the anniversary of the establishment day and thereafter on each anniversary of the establishment day, two of the members of the Board (other than the chairperson and the chief executive officer) shall retire from office.

(9) The members to retire under subsection (8) in any year shall be those who have been longest in office since their last appointment, and where there are members whose appointment was made on the same day and who are obliged to retire under subsection (8), the members to retire shall, unless such members otherwise agree, be determined by lot.

(10) A member of the Board shall not serve for more than 10 consecutive years.

(11) A member of the Board shall be disqualified from being such a member where he or she—

(a) is adjudged bankrupt,

(b) makes a composition or arrangement with creditors,

(c) is convicted of an indictable offence in relation to a company,

(d) is convicted of an offence involving fraud or dishonesty, or

(e) is disqualified or restricted from being a director of any company (within the meaning of the Companies Acts, 1963 to 1990).

(12) A member of the Board may at any time resign his or her membership by letter addressed to the Minister and the resignation shall take effect from the date specified therein or upon receipt of the letter by the Minister, whichever is the later.

(13) A member of the Board may at any time for stated reasons be removed from membership of the Board by the Minister if, in the Minister's opinion, the member has become incapable through ill-health of performing his or her functions, or has committed stated misbehaviour, or his or her removal appears to the Minister to be necessary for the effective performance by the Agency of the functions of the Agency.

(14) If a member of the Board dies, resigns, retires, becomes disqualified or is removed from office, the Minister may appoint a person to be a member of the Board to fill the casual vacancy so occasioned and the person so appointed shall be appointed in the same manner as the member of the Board who occasioned the casual vacancy.

(15) A member of the Board whose period of membership expires by the effluxion of time shall be eligible for re-appointment as a member of the Board.

(16) The Minister shall, in so far as is practicable and having regard to relevant experience, ensure an equitable balance between men and women in the composition of the Board.

10. —(1) The term of office of the chairperson of the Board shall be 5 years.

(2) Where the chairperson of the Board ceases to be a member of the Board he or she shall also thereupon cease to be chairperson of the Board.

(3) The chairperson of the Board may at any time resign his or her office as chairperson by letter sent to the Minister and the resignation shall, unless previously withdrawn in writing, take effect at the commencement of the meeting of the Board held next after the Board has been informed by the Minister of the resignation.

(4) The chairperson of the Board shall, unless he or she sooner dies or otherwise ceases to be chairperson by virtue of subsection (2) or (3), hold office until the expiration of his or her period of membership of the Board and, if he or she is re-appointed as a member of the Board, he or she shall be eligible for re-appointment as chairperson of the Board.

11. —(1) The Board shall hold such and as many meetings as may be necessary for the performance of its functions.

(2) The Minister, in consultation with the chairperson of the Board, shall fix the time of the first meeting of the Board.

(3) The quorum for a meeting of the Board shall be 5.

(4) At a meeting of the Board—

(a) the chairperson of the Board shall, if present, be the chairperson of the meeting, and

(b) if and so long as the chairperson of the Board is not present or if the office of the chairperson is vacant, the members of the Board who are present shall choose one of their members to be chairperson of the meeting.

(5) At a meeting of the Board, each member of the Board present, including the chairperson, shall have a vote and any question on which a vote is required in order to establish the Board's view on the matter shall be determined by a majority of votes of the members of the Board present and voting on the question and, in the case of an equal division of votes, the chairperson of the meeting shall have a second and casting vote.

(6) The Board may act notwithstanding one or more vacancies among its members.

(7) Subject to this Act, the Board shall regulate, by standing orders or otherwise, the procedure and business of the Board.

12. —(1) Where a member of the Board—

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

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

(c) is regarded pursuant to section 19 of the European Parliament Elections Act, 1997 , as having been elected to the European Parliament to fill a vacancy, or

(d) becomes a member of a local authority,

he or she shall thereupon cease to be a member of the Board.

(2) 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 representative in the European Parliament shall, while he or she is so entitled or is such a representative, be disqualified from becoming a member of the Board.

(3) A person who is a member of a local authority shall be disqualified from becoming a member of the Board.

13. —(1) There shall be a chief officer of the Agency who shall be known, and is referred to in this Act, as the chief executive officer.

(2) The chief executive officer shall be appointed by the Board.

(3) The chief executive officer shall hold office for such term being not more than a period of 10 years and upon and subject to such terms and conditions (including remuneration) as the Board, with the consent of the Minister and the Minister for Finance, may determine.

(4) The chief executive officer shall, for the duration of his or her appointment, become an ex officio member of the Board and the board of Forfás.

(5) The chief executive officer shall carry on and manage and control generally the administration and business of the Agency and shall perform such other functions as may be determined by the Board.

(6) The chief executive officer shall not hold any other office or position or carry on any business without the consent of the Board.

14. —(1) The Board may establish committees to assist and advise it in relation to the performance of any of its functions.

(2) The Board may delegate to a committee any of its functions which, in its opinion, can be better or more conveniently exercised or performed by a committee.

(3) The Board shall decide the terms of reference for any committee and may regulate the procedure of any such committee.

(4) The members of a committee shall be appointed by the Board.

(5) A committee shall consist of such number of members as the Board thinks proper.

(6) A committee may include persons who are not members of the Board or staff of the Agency.

(7) A member of a committee who fails to perform his or her functions may be removed at any time for stated reasons by the Board.

(8) The Board may at any time dissolve a committee.

(9) The Board may appoint a person to be chairperson of a committee.

(10) The acts of a committee shall be subject to confirmation by the Board save where the Board dispenses with the necessity for such confirmation.

(11) There shall be paid out of the income of the Agency to members of a committee such allowances for expenses incurred by them in the discharge of their functions as the Board may determine with the consent of the Minister and the Minister for Finance.

(12) In this section “a committee” means a committee of the Agency established under this section.

15. —(1) Where the chief executive officer, a member of the Board, a member of the staff of the Agency or of Forfás seconded to the Agency, a member of a committee established under section 14 , or a consultant, adviser or other person engaged by the Agency, or a member of the board or staff of a subsidiary, has a pecuniary interest or other beneficial interest in, or material to, any matter which falls to be considered by the Board, or a committee established under this Act or the board of a subsidiary, he or she shall—

(a) disclose to the Board or committee or the board of the subsidiary, as the case may be, the nature of his or her interest in advance of any consideration of the matter,

(b) neither influence nor seek to influence a decision in relation to the matter,

(c) take no part in any consideration of the matter,

(d) if he or she is the chief executive officer, a member of the Board, the staff of the Agency or of the staff of Forfás seconded to the Agency or a member of a committee established under section 14 or a member of the board or staff of the subsidiary, withdraw from the meeting for so long as the matter is being discussed or considered and shall not vote or otherwise act as such chief executive or member in relation to the matter.

(2) For the purposes of this section, but without prejudice to the generality of subsection (1), a person shall be regarded as having a beneficial interest if—

(a) he or she or any member of his or her household, or any nominee of his or her or any member of his or her household, is a member of a company or any other body which has a beneficial interest in, or material to, a matter referred to in that subsection,

(b) he or she or any member of his or her household is in partnership with or is in the employment of a person who has a beneficial interest in, or material to, such a matter,

(c) he or she or any member of his or her household is a party to any arrangement or agreement (whether or not enforceable) concerning land to which such a matter relates, or

(d) any member of his or her household has a beneficial interest in, or material to, such a matter.

(3) For the purposes of this section a person shall not be regarded as having a beneficial interest in, or material to, any matter by reason only of an interest of his or her or of any company or of any other body or person mentioned in subsection (2) which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a person in considering, discussing or in voting on, any question with respect to the matter, or in performing any function in relation to that matter.

(4) Where a question arises as to whether or not a course of conduct, if pursued by a person, would be a failure by him or her to comply with the requirements of subsection (1), the question shall be determined by the Board or the board of the subsidiary, as the case may be, and particulars of the determination shall be recorded in the minutes of the meeting concerned.

(5) Where a disclosure is made to the Board or a committee pursuant to subsection (1) or the board of a subsidiary, particulars of the disclosure shall be recorded in the minutes of the meeting concerned.

(6) Where a person referred to in this section fails to make a disclosure in accordance with this section, the Board or the board of the subsidiary, as the case may be, shall decide the appropriate action (including removal from office or termination of contract) to be taken.

16. —(1) Save as otherwise provided by law and subsection (3), a person shall not, without the consent of the Board, other than in respect of paragraph (f), disclose any information obtained by him or her while performing (or as a result of having performed) duties as—

(a) a member of the Board,

(b) the chief executive officer,

(c) a member of the staff of the Agency or of Forfás seconded to the Agency,

(d) a member of a committee established under section 14 ,

(e) an adviser or consultant to the Agency or an employee of such person whilst performing duties relating to such advice or consultation, or

(f) a member of the board or staff of, or adviser or consultant to or an employee of such person relating to such advice or consultation, any subsidiary, without the consent of the board of the subsidiary.

(2) A person who contravenes subsection (1) shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,500.

(3) Nothing in subsection (1) shall prevent disclosure of information in a report made to the Agency or on behalf of the Agency to the Minister.

17. —(1) The Agency shall, as soon as may be after its establishment, provide itself with a seal.

(2) The seal of the Agency shall be authenticated by the signature of—

(a) the chairperson of the Board, or

(b) (i) a member of the Board, or

(ii) an officer of the Agency,

authorised by the Board to act in that behalf.

(3) Judicial notice shall be taken of the seal of the Agency and every document purporting to be an instrument made by the Agency and to be sealed with the seal of the Agency (purporting to be authenticated in accordance with subsection (2)) shall be received in evidence and be deemed to be such instrument without proof unless the contrary is shown.

(4) Any contract or instrument which, if entered into or executed by an individual, would not require to be under seal may be entered into or executed on behalf of the Agency by a member of the staff of the Agency or a person generally or specially authorised by the Board for that purpose.

18. —(1) The Agency may appoint such and such number of persons to be members of the staff of the Agency as it may determine, with the consent of the Minister and the Minister for Finance.

(2) A subsidiary may appoint such and such number of persons to be members of the staff of the subsidiary as it may determine with the consent of the Agency, the Minister and the Minister for Finance.

(3) The grades of the staff of the Agency or a subsidiary and the numbers of staff in each grade and the appropriate level of remuneration for each grade shall be determined by the Board or the board of the subsidiary, as the case may be, with the consent of the Minister and the Minister for Finance.

(4) Where a member of the staff of the Agency or the staff of a subsidiary—

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

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

(c) is regarded, pursuant to section 19 of the European Parliament Elections Act, 1997 , as having been elected to the European Parliament to fill a vacancy,

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

(5) 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 representative in the European Parliament shall, while he or she is so entitled or is such a representative, be disqualified from becoming a member of the staff of the Agency or a subsidiary.

(6) This section shall come into operation on such day as the Minister may appoint by order.

19. —(1) A person seconded from Forfás under paragraph 2(2) of the Second Schedule to the Act of 1993 to the Agency who is on such secondment immediately before the commencement of this section, shall cease to be a member of the staff of Forfás and shall become a member of the staff of the Agency.

(2) Save in accordance with a collective agreement negotiated with any recognised trade unions or staff associations concerned, a person referred to in this section, shall not while in the service of the Agency, receive a lesser scale of pay or be made subject to less beneficial terms and conditions of service (including those relating to tenure of office) than the scale of pay to which he or she was entitled and the terms and conditions of service (including conditions relating to tenure of office) to which he or she was subject immediately before becoming a member of the staff of the Agency.

(3) Superannuation benefits granted under schemes under section 20 to persons who, immediately before the commencement of this section, were members of the staff of Forfás seconded to the Agency and the terms and conditions relating to those benefits shall not be less favourable to those persons than those to which they were entitled immediately before that day.

(4) This section shall come into operation on such day as the Minister may appoint by order.

20. —(1) The Agency shall prepare and submit to the Minister a scheme or schemes for the granting of superannuation benefits to or in respect of such members of the staff of the Agency as it may think fit.

(2) Every such scheme shall fix the time and conditions of retirement for all persons to or in respect of whom superannuation benefits are payable under the scheme or schemes and different times and conditions may be fixed in respect of different classes of persons.

(3) Every such scheme may be amended or revoked by a subsequent scheme prepared, submitted and approved under this section.

(4) A scheme submitted by the Agency under this section shall, if approved by the Minister with the consent of the Minister for Finance, be carried out by the Agency in accordance with its terms.

(5) No superannuation benefit shall be granted by the Agency nor shall any other arrangements be entered into by the Agency for the provision of such a benefit to or in respect of a member of the staff of the Agency otherwise than in accordance with a scheme under this section or with the consent of the Minister and the Minister for Finance.

(6) If any dispute arises as to the claim of any person to, or the amount of, any superannuation benefit payable in pursuance of a scheme or schemes under this section, such dispute shall be submitted to the Minister who shall refer it to the Minister for Finance, whose decision shall be final.

(7) A scheme under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the scheme is passed by either such House within the next 21 days on which that House has sat after the scheme is laid before it, the scheme shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

(8) This section shall come into operation on such day as the Minister may appoint by order.

21. —The Agency may from time to time engage such consultants or advisers as it considers necessary for the performance of its functions and any fees payable by the Agency to a consultant or adviser engaged under this section shall be paid by the Agency out of moneys at its disposal.

22. —(1) The Agency shall submit, in such form as the Minister may direct, an annual report of its activities after the end of the financial year to which it refers and the Minister shall cause copies of the report to be laid before each House of the Oireachtas not later than six months after the end of that financial year. Every such annual report shall specifically comment on innovation, export performance, training performance, research and development performance, job creation and job losses.

(2) The Agency 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 money received and expended by it and, in particular, shall keep in such form as aforesaid all special accounts as the Minister may from time to time direct.

(3) The accounts of the Agency shall be submitted annually to the Comptroller and Auditor General for audit at such times as the Minister, with the consent of the Minister for Finance, shall direct and when so audited, shall, together with the report of the Comptroller and Auditor General thereon, be presented to the Minister, who shall cause copies thereof to be laid before each House of the Oireachtas.

23. —(1) The Agency shall supply the Minister with such information regarding its activities as the Minister may, from time to time, require.

(2) The Agency, any subsidiary of it and any committee established under section 14 shall provide Forfás with such information as Forfás may, from time to time, require for the purposes of its functions.

24. —(1) The Agency may for the purposes of providing premises necessary for the due performance of its functions—

(a) purchase or take on lease any land, offices, laboratories or premises,

(b) build, equip and maintain offices, laboratories and premises.

(2) The Agency may sell or lease any land, offices, laboratories or premises held by it which are no longer required for the due performance of its functions.