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33 2000

NATIONAL PENSIONS RESERVE FUND ACT, 2000

PART II

National Pensions Reserve Fund Commission

Establishment of National Pensions Reserve Fund Commission.

5. — (1) There shall stand established, on the establishment day, a body to be known as the National Pensions Reserve Fund Commission, or in the Irish language Coimisiún an Chúlchiste Náisiúnta Pinsean, and in this Act referred to as the “Commission”, to perform the functions assigned to it by this Act.

(2) The Commission shall be a body corporate with perpetual succession and a common 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.

Functions of Commission.

6. —(1) The functions of the Commission shall be—

(a) to control, manage and invest the assets of the Fund in accordance with the Fund investment policy,

(b) to authorise payments from the Fund to the Exchequer and such other payments from the Fund as may be required for the purposes of this Act,

(c) from time to time to determine the investment strategy for the Fund in accordance with the Fund investment policy, which shall include appropriate benchmarks, against which the investment return of the Fund can be assessed, and the classes of assets in which the Fund may be invested, including, without limiting the generality of the foregoing, such derivative or other financial instruments as the Commission may deem appropriate, but not including Irish Government securities,

(d) to monitor and review implementation of the investment strategy including performance against the benchmarks set therein,

(e) to appoint investment managers to invest and manage portions of the Fund,

(f) to appoint custodians for the assets of the Fund,

(g) to determine an annual budget for the administration costs to be charged to the Fund,

(h) to commission, from time to time, independent valuations of the assets of the Fund, and, after consultation with—

(i) the Minister, assessments of the projected profile of Exchequer outlays on public service pensions, and

(ii) the Minister and the Minister for Social, Community and Family Affairs, assessments of the projected profile of Exchequer outlays on social welfare pensions,

(i) to commission, from time to time, independent assessments of the investment performance of the Fund,

(j) to submit annual reports to the Minister,

(k) to keep proper books of account and to prepare and submit to the Minister annual accounts of the Fund.

(2) The Commission may also—

(a) contract options and other derivative financial instruments for the Fund,

(b) open and maintain bank accounts for the Fund, including accounts in currencies other than the currency of the State,

(c) borrow or lend securities, including, but not limited to, equity and debt instruments,

(d) accept bequests and donations for the benefit of the Fund, provided that any conditions attaching to such bequests or donations are not inconsistent with this Act or otherwise contrary to law,

(e) engage, from time to time, consultants and advisers and other service providers as are necessary or expedient for the performance of its functions.

(3) The Commission shall have all such other powers as are necessary or expedient for the performance of its functions.

(4) The Commission shall at all times exercise due care, skill, prudence and diligence, acting in the utmost good faith, in the discharge of its functions under this Act.

(5) The Commission shall perform all its functions through the Manager, except the appointment of the Manager under section 21 and the engagement of auditors to audit the Manager under section 22 (6).

(6) Without prejudice to the responsibility of the Commission for the functions conferred on it under this Act, the Commission may delegate to the Manager any of its functions as it considers appropriate or expedient for the purposes of this Act.

Membership of Commission and terms of office of members.

7. —(1) The Commission shall consist of a chairperson and 6 ordinary members.

(2) Each member of the Commission shall be known as a commissioner of the National Pensions Reserve Fund, and is in this Act referred to as a “commissioner”.

(3) The commissioners shall be appointed by the Minister.

(4) Subject to subsection (5), the Minister shall only appoint persons to be commissioners who have acquired substantial expertise and experience at a senior level in any of the following areas—

(a) investment or international business management,

(b) finance or economics,

(c) the law,

(d) actuarial practice,

(e) accountancy and auditing,

(f) the Civil Service of the Government or the Civil Service of the State,

(g) trade union representation,

(h) the pensions industry,

(i) consumer protection.

(5) The Minister shall not appoint a person, who holds a position in the Civil Service of the Government or the Civil Service of the State, as a commissioner.

(6) The Minister shall designate one commissioner, other than the chief executive officer of the Manager, as chairperson of the Commission.

(7) The chief executive officer of the Manager shall be an ordinary member of the Commission.

(8) Subject to subsection (9), the term of office of an ordinary member of the Commission shall be 5 years, or in the case of the chief executive officer of the Manager, the period during which he or she is such officer.

(9) The term of office of 5 of the first ordinary members of the Commission, other than the chief executive officer of the Manager, shall be—

(a) 3 years in respect of 2 such members, and

(b) 4 years in respect of 3 such members,

determined by the Minister.

(10) A commissioner, other than the chief executive officer of the Manager, shall not serve for more than 2 consecutive terms of office.

(11) There shall be paid to the commissioners such remuneration (if any) and such allowances for expenses incurred by them as the Minister may from time to time determine.

(12) Each commissioner 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.

(13) A commissioner shall be disqualified from being a member of the Commission 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.

(14) A commissioner 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.

(15) A commissioner may at any time for stated reasons be removed from membership of the Commission 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 Commission of its functions.

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

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

(18) 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 Commission.

Chairperson of Commission.

8. —(1) The term of office of the chairperson of the Commission shall be 5 years.

(2) Where the chairperson of the Commission ceases to be a commissioner, he or she shall also thereupon cease to be chairperson of the Commission.

(3) The chairperson of the Commission may at any time resign his or her office as chairperson 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.

(4) The chairperson of the Commission shall, unless he or she 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 Commission and, if he or she is re-appointed as a member of the Commission, he or she shall be eligible for re-appointment as chairperson of the Commission.

Meetings of Commission.

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

(2) The first meeting of the Commission shall be on the establishment day.

(3) The quorum for a meeting of the Commission shall be 4, or, where there exists a vacancy in the Commission, 3 for such time as the vacancy exists.

(4) At a meeting of the Commission—

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

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

(5) At a meeting of the Commission each commissioner present, including the chairperson, shall have a vote and any question on which a vote is required in order to establish the Commission's view on the matter shall be determined by a majority of votes of the commissioners 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 Commission may act notwithstanding one or more vacancies among its members.

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

Seal of Commission.

10. —(1) The Commission shall, as soon as may be after the establishment day, provide itself with a seal.

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

(a) the chairperson of the Commission and one other commissioner, or

(b) (i) 2 commissioners, or

(ii) a commissioner and a member of the staff of the Manager, or

(iii) 2 members of the staff of the Manager,

authorised by the Commission to act in that behalf.

(3) Judicial notice shall be taken of the seal of the Commission and every document purporting to be an instrument made by and to be sealed with the seal of the Commission (purporting to be authenticated in accordance with this section) 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 and executed by—

(a) (i) the chairperson of the Commission and one other commissioner, or

(ii) 2 commissioners authorised by the Commission for that purpose,

or

(b) (i) a commissioner and a member of the staff of the Manager, or

(ii) 2 members of the staff of the Manager,

authorised by the Commission or the Manager for that purpose.

Membership of either House of Oireachtas, European Parliament or local authority, etc.

11. —(1) Where a commissioner—

(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 Part XIII of the Second Schedule to 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 commissioner.

(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 commissioner.

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

Disclosure of interests.

12. —(1) Where a commissioner or a member of the staff of the Manager or a member of a committee has a pecuniary interest or other beneficial interest in, and material to, any matter which falls to be considered by the Commission, the Manager or a committee, he or she shall—

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

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

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

where relevant—

(d) absent himself or herself from the meeting or that part of the meeting during which the matter is discussed, and

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

(2) Where an interest is disclosed pursuant to this section, the disclosure shall, where relevant, be recorded in the minutes of the meeting of the Commission or the committee concerned, or otherwise duly recorded and the Commission may, at its discretion, refer to the disclosure in its report to the Minister under section 27 .

(3) Where at a meeting of the Commission or a committee a question arises as to whether or not a course of conduct, if pursued by a person, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may be determined by the chairperson 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, on being informed by the Commission, that a commissioner has contravened subsection (1), the Minister may, if he or she thinks fit, remove that commissioner from office.

(5) Where the Manager is satisfied that a member of the staff of the Manager has contravened subsection (1), the Manager shall decide the appropriate action (including dismissal) to be taken.

(6) Where the Commission is satisfied that a member of a committee has contravened subsection (1), the Commission may, if it thinks fit, remove that member from the committee.

(7) The Commission shall issue and publish guidelines as to that which constitutes an interest for the purpose of this section.

Prohibition of unauthorised disclosure of confidential information.

13. —(1) Save as otherwise provided by law, a person shall not disclose confidential information obtained by him or her while performing duties as a commissioner or member of the staff of the Manager or a member of a committee or an investment manager or a custodian or a consultant or an adviser engaged by the Commission, unless he or she is duly authorised by the Commission to do so.

(2) A person who contravenes subsection (1) shall be guilty of an offence and shall be liable—

(a) on summary conviction to a fine not exceeding £1,500 or to imprisonment for a term not exceeding 6 months or to both, or

(b) on conviction on indictment to a fine or to imprisonment for a term not exceeding 2 years or to both.

(3) Nothing in subsection (1) shall prevent disclosure of information—

(a) to the Commission, the Manager or the Minister, or

(b) obtained in the course of the performance of functions under this Act to the Revenue Commissioners or the Garda Síochána where there are reasonable grounds to suspect malpractice, fraud, tax evasion or other irregularity, or prevent appropriate use of such information by the person concerned in performance of functions under this Act or any other enactment.

(4) In this section “confidential information” includes—

(a) information that is expressed by the Commission to be confidential either as regards particular information or as regards information of a particular class or description, and

(b) proposals of a commercial nature or tenders submitted to the Commission by contractors, consultants or any other person.

Committees.

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

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

(3) The members of a committee shall be appointed by the Commission.

(4) A committee shall consist of such number of members as the Commission thinks proper.

(5) A committee may include persons who are not members of the Commission or staff of the Manager.

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

(7) The Commission may at any time dissolve a committee.

(8) The Commission may appoint a person to be chairperson of a committee.

(9) There shall be paid out of the income of the Fund such allowances for expenses incurred by the members of a committee in the discharge of their functions as the Commission may determine with the consent of the Minister.

Commission shall not control company.

15. —(1) The Commission shall not control any company or hold such percentage of the voting rights in any company that would require it to seek control of that company.

(2) In subsection (1) “control”, in relation to a company, means the power of a person to secure, by means of the holding of shares or the possession of voting rights in or in relation to the company or any other company, that the affairs of the first-mentioned company are conducted in accordance with the wishes of that person.

Commission chairperson to be consulted in appointment of Chief Executive of Agency.

16. —(1) Subject to this section, the Minister when appointing the Chief Executive of the Agency under section 6(6) of the National Treasury Management Agency Act, 1990 , shall consult with the chairperson of the Commission.

(2) Subsection (1) does not apply where the Chief Executive of the Agency is being re-appointed under the said section 6(6).

(3) Subsection (1) does not apply where the Agency is not the Manager of the Fund.

Expenses of Commission.

17. —(1) The expenses incurred by the Commission in the performance of its functions under this Act shall be charged on and paid out of the Fund.

(2) In this section “expenses” includes any fee payable to a commissioner, any investment manager, or custodian appointed, or any consultant or adviser or other service provider engaged, by the Commission under this Act.