I cannot see that the Minister has justified his attitude on these amendments. I do not wish to repeat what has been already said, but to quote the Minister's own words we must provide against all future contingencies. I suggest that the Minister is not doing that. The Minister will insist on the matter of his intentions, but unless he is going to put another schedule to the Bill, and have all his intentions as expressed in the Official Report added to the Bill in the additional schedule, I do not see that his intentions will have any legal weight whatsoever. I am not suggesting for a moment that the present Minister or the chairman he appoints would set out to do anything which the Minister does not intend to do, but surely the Minister must envisage a future Minister who might not have the same intention? The Minister has several times on other sections introduced this question of his intentions, but what I am trying to establish is that the Minister's intentions are not legally binding on any future Minister or any future chairman. I cannot see that the sub-sections suggested in these amendments do in fact hinder in any way the satisfactory working of the board. They are only proposed as a proviso against the same sort of thing as the Minister envisages. It is no more a slight on the chairman to say that he might sabotage the board than it would be a slight on the stockholders' directors to say that they might sabotage the board. If the one is to be safeguarded against, why not the other? There is no great question of principle involved, but it seems to me that what is sauce for the goose should be sauce for the gander.
Transport (No. 2) Bill, 1944—Committee (Resumed).
I considered what I thought might be the only substantial point in the amendment, namely that under the Companies Acts two directors might cause a meeting to be summoned, whereas the Deputy's amendment would require that it should be held. After all, it seems to me that you could not possibly provide in legislation that a meeting which has been summoned must be held. It seems to me that the law can only go so far as to require that the meeting should be summoned if two directors require it. If you wish further to provide that the meeting must be held, I think you would also have to provide for penalties in the event of its not being held. Then you would have to safeguard against all possible contingencies that might make it impossible to hold the meeting. I do not suppose that there is any likelihood of the holding of a meeting being prevented by war, riot or civil commotion, but if you were to provide that the meeting must be held, you must also provide, as I say, for all possible contingencies that might prevent its being held. I take it that that is the reason why the Companies Act of 1845 limits the requirement to the summoning of the meeting if two members of the board require it.
There is also the fact that in the Act of 1845 nobody ever envisaged a board like this.
The Deputy can take it for granted that in most respects it will be a perfectly normal board.
Surely the meaning of Deputy Sheldon's amendment is that if two members summon a meeting and if three days' notice is given and an agenda is sent out, the chairman cannot prevent that meeting from being held by staying away?
The chairman might have his bicycle punctured on the way to the meeting.
There are provisions in the Companies Act for all that sort of thing. All that would happen would be that the chairman would come along at some time. It has to be remembered that no decision can be taken at the meeting without the concurrence of the chairman, as provided for in sub-section (5), but if any two directors consider it necessary that a meeting should be held and give a written request to that effect, the chairman should not be allowed to stop these people having a meeting called and held, by staying away. If the meeting is properly called, there will be results with regard to the board's business. The amendment would in any event mean that the chairman should not be allowed to sabotage a meeting which two directors think should be held. It does not interrupt his power in any way. Without his concurrence decisions cannot be taken. The Minister says he will go there; then this will be no embarrassment.
You cannot put that provision in the law.
Leave out "and held".
It is fully covered by the Companies Consolidation Act.
These amendments have to be taken together. Sub-section (4) allows the chairman to prevent a board meeting being held by staying away but this amendment would not prevent the board meeting being held if the chairman stayed away. If two members of the board give written notice the chairman must summon the meeting and the meeting will go on.
The secretary must summon the meeting.
The meeting must go on, but any decisions made must have the concurrence of the chairman. At least the board members are put in the position in which they can say: "We can get a meeting summoned and get something discussed." That will be recorded in the minutes and it will be there. That really cannot embarrass any chairman, particularly any chairman who is going to carry out the duties of the office in the way in which the Minister thinks he would. It is only for use against a man who wants to prevent something being disclosed. He can prevent that, under the Minister's scheme, by staying away. The amendment provides against that by providing that the meeting can go on.
Quite. I think the most we can do is what is provided by the Companies Act, namely, that two directors can cause a meeting to be summoned.
Then the chairman can stay away and the meeting cannot be held.
As I said, the chairman is appointed for the purpose of seeing that the business is done, not to prevent it being done.
I thought the position was that the shareholders' directors would be there to do the business of the company?
Yes.
And, on the assumption that they were all going to boycott a meeting, sub-section (3) was put in.
I was visualising certain circumstances in which the shareholders' directors would regard that as in the best interest of the shareholders.
To stay away?
Yes.
The Minister has taken precautions then to prevent the best interests of the shareholders being given effect to?
If it is in conflict with what is regarded as good public policy.
Why not provide that a meeting can be held without the chairman?
The function of the chairman is to see that the business of the board is done.
According to his view.
But that it is done, in any event.
I move amendment No. 57:—
To delete sub-section (5).
Tá
- Aiken, Frank.
- Allen, Denis.
- Beegan, Patrick.
- Blaney, Neal.
- Boland, Gerald.
- Boland, Patrick.
- Brady, Brian.
- Breen, Daniel.
- Brennan, Thomas.
- Briscoe, Robert.
- Buckley, Seán.
- Burke, Patrick (Co. Dublin).
- Butler, Bernard.
- Carter, Thomas.
- Childers, Erskine H.
- Colbert, Michael.
- Daly, Francis J.
- Derrig, Thomas.
- Flynn, Stephen.
- Fogarty, Andrew.
- Fogarty, Patrick J.
- Friel, John.
- Furlong, Walter.
- Gorry, Patrick J.
- Hilliard, Michael.
- Humphreys, Francis.
- Kennedy, Michael J.
- Killilea, Mark.
- Kilroy, James.
- Kissane, Eamon.
- Lemass, Seán F.
- Little, Patrick J.
- Loughman, Frank.
- Lydon, Michael F.
- Lynch, James B.
- McCann, John.
- McCarthy, Seán.
- MacEntee, Seán.
- Morrissey, Michael.
- Moylan, Seán.
- O Briain, Donnchadh.
- O Ceallaigh, Seán T.
- O'Grady, Seán.
- O'Loghlen, Peter J.
- O'Rourke, Daniel.
- O'Sullivan, Ted.
- Rice, Bridget M.
- Ruttledge, Patrick J.
- Ryan, James.
- Sheridan, Michael.
- Smith, Patrick.
- Travnor, Oscar.
- Walsh, Laurence.
- Walsh, Richard.
- Ward, Conn.
Níl
- Bennett, George C.
- Blowick, Joseph.
- Browne, Patrick.
- Cafferky, Dominick.
- Coburn, James.
- Cogan, Patrick.
- Coogan, Eamonn.
- Corish, Richard.
- Cosgrave, Liam.
- Costello, John A.
- Davin, William.
- Dockrell, Henry M.
- Dockrell, Maurice E.
- Donnellan, Michael.
- Doyle, Peadar S.
- Everett, James.
- Finucane, Patrick.
- Halliden, Patrick J.
- Hughes, James.
- Keating, John.
- Keyes, Michael.
- Larkin, James.
- Lynch, Finian.
- McFadden, Michael Og.
- McGilligan, Patrick.
- McMenamin, Daniel.
- Mongan, Joseph W.
- Mulcahy, Richard.
- Murphy, Timothy J.
- O'Donnell, William F.
- O'Driscoll, Patrick F.
- O'Higgins, Thomas F.
- O'Leary, John.
- O'Reilly, Patrick.
- O'Sullivan, Martin.
- Pattison, James P.
- Redmond, Bridget M.
- Sheldon, William A. W.
- Spring, Daniel.
Is it agreed that Section 35 stand part of the Bill?
No, Sir; I should like you to put the question.
I am putting the question: "That Section 35 stand part of the Bill."
Does the remuneration of the board of directors cover the chairman's remuneration?
Yes.
And the shareholders decide that?
Yes.
I move amendment No. 59, standing in my name and that of Deputy Hughes:—
In sub-section (2), line 19, after the word "term" to insert the words "not exceeding five years".
I am moving this amendment so that whatever chairman may be appointed will not be appointed for an indefinite period. As the Bill stands, there is no limit to the term for which a chairman of the company may be appointed, and we are merely endeavouring to fix five years as a suitable term. I do not know what the Minister's opinion would be about that particular period of time, but I think that it would be undesirable that a chairman can be appointed for an indefinite period and, as the Bill stands, that would appear to be the case.
I think that in any circumstances it would be the desire of the Minister for Industry and Commerce, whoever he might be, to make this contract for a short period. Nobody likes to tie himself up for any protracted period in such a case, but I want Deputies to consider the practical difficulties that may arise in this connection. In order to be able to appreciate the position, we must have regard, not only to present circumstances, or to the circumstances that may exist when the company first starts to operate: we must also have regard to the fact that at some stage in the future a Minister for Industry and Commerce will be faced with the task of appointing a chairman.
Now, let us consider that fact, apart from the circumstances connected with the appointment of the present chairman. In order to get a person with sufficient experience and competence to fill such a position properly, the Minister for Industry and Commerce would have to seek such a chairman amongst persons who would be at the moment engaged in business activities and who, probably, would be so involved in these business activities that they could not just leave their present occupations for the purpose of taking a post of this kind for five years, in the expectation that they could go back again to their own business without experiencing any inconvenience or loss.
As Deputies can easily understand, this difficulty has probably arisen in the past, where the Government, in making appointments of this kind, found it very hard to get a person who would be available for such a position and who was in occupation of a position on which he was not entirely dependent for his livelihood, and whose services could be availed of for a short period. Take the case of a person engaged in a business that is so profitable that he will not willingly break his business connections or professional engagements in order to accept such a position as this, unless he is assured of reasonable continuity or a long-term position in his new employment. He might be the most eligible man, but he is not willing to break his business or professional connections unless he is assured of continuity in the new employment. It is for that reason that no period is stated in the Bill. I think that we can rely on the fact that whatever Government may be in power, just like anybody else in business, will naturally be disposed to make the contract for a short period, because they can mend their hand if the occasion should arise for doing so; but if, in fact, the necessity should arise for the consideration of such a matter, they may have to discuss the terms with the person concerned, and make arrangements with him as to what his professional engagements are, with a view to enabling him to undertake this position. For that reason, I think it would be undesirable to put in a period of five years here, because I think it is very unlikely that any future Government would be able to get the best possible person for this position if that limitation were to be imposed in the Statute.
Will the length of office of the chairman be announced?
There is an amendment down in the names of Deputies Norton and Larkin proposing that a copy of the conditions of appointment fixed be placed on the Table of the House. I am quite willing to agree to that, but I am anxious to get the form of words considered by the Parliamentary draftsman. I have no objection to putting on the Table the terms of appointment fixed.
The term of office will depend on a variety of circumstances: (1), the exact number of years for which the appointment is to be made; (2), what salary is going to be paid; (3), whether there is any condition going to be attached with regard to pension or other matters, and there is of course the suggestion in the measure that if the board do not give the chairman a salary sufficient in the eyes of the Minister, the Minister can get that increased.
It is not proposed that the Minister will fix the salary.
But it is proposed under sub-section (8) that, if the board do not give him what the Minister thinks to be sufficient, the Minister can increase it, and the board will then have to pay it. You start off then by saying to the board: "You can fix any salary you like, but if you do not make it big enough we will make it big enough." Surely, the Minister has in mind the salary that he thinks would be an attractive one, and the House ought to know it.
I am suggesting that we should not consider it in relation to any individual.
Why should we shut our eyes to obvious facts?
Circumstances may change.
Is it not clear that one man is going to be appointed? Surely, some time or other the Minister's amendment will have to be tabled, indicating what the terms of appointment are and the rest. Why can he not tell the House in anticipation his idea of what he would regard as attractive remuneration for the post?
I am not proposing to fix the remuneration.
The Minister, when he put in sub-section (8), must have had in his mind the idea that he was going to see that a certain minimum was given.
That is put in as a safeguard against the possibility of the company, at the annual meeting, arising out of their dissatisfaction with the legislation or the policy of the Government, deciding to say: "We will vote no money at all for the payment of the Government's chairman." If that situation should arise, power is taken to deal with it. The sub-section is put there as a safeguard against that very remote possibility.
Possibly it does not exist because, in order to cut down the chairman, supposing there was some trouble, it would mean that the shareholders would have to deprive pretty nearly all the directors of salary. If, say, the shareholders were to fix £5,000 as the salary for all the directors, and if that had to be divided in accordance with the decision of the board, that would mean the decision of the chairman.
No.
Why not? If you add together Section 35 and 36 how is the board going to divide it except by some decision which will be the decision of the board, and it cannot be a decision of the board unless the chairman concurs: Therefore, the chairman can prevent the board giving a decision that is not his own. He can eventually call a meeting of the board and can appoint himself at whatever sum is the maximum which the shareholders had fixed for all the directors. I think that is a possible working in and out of the two sections.
It is not possible. The chairman cannot summon a meeting at which no one will be present except himself.
Can he not constitute a quorum in himself?
A meeting of the board is not a meeting unless all the directors have been notified and duly summoned to attend.
He can prevent their decision becoming operative?
Yes.
That is all as against the circumstance where the board may decide to cut down salaries because of their dissatisfaction with the chairman. In such circumstances, the Minister can come in and say that they must give him so much. That means that the Minister must have some figure in his mind as the salary appropriate for the post. I am sure that he must be thinking in terms of a particular individual, and of the salary of that individual in relation to a certain term of office and such things as he would describe as ideal conditions governing pension or other rights as well as a variety of other things in connection with that individual. Is it not a fact that, under another section, a person who may become chairman of this board will be compensated for past activities in connection with transport? Does Mr. Reynolds fall under Section 40?
Section 40 is not operative except in the case of people who cease to be directors of companies.
Is he a person to whom Section 40 may apply in certain circumstances?
In that case he would not be chairman of the company.
If he leaves the company, then Section 40 comes to his aid. Sub-section (3) deals with the remuneration of the managing director. Is his remuneration as managing director taken into account?
No.
This individual is clearly before the minds of everybody, and I think we ought to be told what is the proposal with regard to the salary, terms of office, and all the rest.
I have not considered that. It is not proposed to put on the Government now the obligation of determining the salary of the chairman. It is proposed to leave the remuneration to the board, with the safeguard that I have mentioned, that in the event of the board deciding that the chairman will get nothing, the Minister can intervene to see that he gets what everybody would regard as reasonable remuneration.
With regard to the issue that arises on the amendment which proposes to put a statutory limitation upon the chairman's term of office, I am suggesting that that limitation should not be there. I should say that if that limit-action were there, you could quite easily see a situation developing in which the Government would feel itself definitely constrained to appoint, say, a civil servant or some other person who would know that if he had to be got rid of he could revert to other employment at the end of his term of office. That situation has arisen in connection with other boards. Members of the Civil Service, when appointed to serve on boards, are nominated by the Government with the knowledge that if a change is to be made they are secure in the sense that they can revert to their original employment. If, however, you are to get business people, or others who are completely detached from the Civil Service, it may be necessary on occasion to give them the security of a contract for a period of years. That is why I suggest that this question should be left for settlement in relation to the circumstances of the time.
So far as the general question is concerned—the terms and conditions of appointment and so on—they cannot be stated in advance because they will very largely depend on the outcome of negotiations with individuals. The existing chairman of the Great Southern Railways Company is remunerated with £2,500 a year. That salary was fixed by the Government under an Emergency Powers Order. What the position will be next year, or in any future year, will depend entirely upon the situation then existing, on the individual concerned and on the agreement that the Government of the time is prepared to make with any individual. We could not attempt to forecast that now or to provide for it by legislation.
Who fixed the part-time salary?
It was fixed by the Government under emergency Order.
It seems to me that there are more reasons to be considered than those put forward by the Minister. As has been pointed out, the restrictions in the amendment could almost be completely overcome by the powers given to the Minister under sub-section (8). There you could offer a suitable inducement to any person sufficiently competent for the position if he were hesitating to accept so short a term of employment as five years. There is sufficient liberty provided there to enable a suitable person to be obtained for the position by agreement. In this whole section, no machinery is set down by which to ensure that the chairman will give effect to public policy as settled by the Minister and the Government from time to time. In the terms of his appointment, I suppose the Minister will make due provision in regard to that.
The ultimate power is the right to remove the chairman.
I was coming to that As the section stands, the only way the Minister can prevent the chairman from pursuing a policy contrary to public policy, or to force him to give effect to public policy, is by utilising his power to remove him for stated reasons. That is like trying to kill a fly with a sledgehammer. Points of difference might arise which would be of some importance but which would not justify the removal of the chairman. Unless the conditions of employment are amplified, that position may arise. If we have a chairman appointed for a long period or if his tenure of office is determined by his ability to make a good bargain, we may have a position in which, though not open to removal by the Minister, the chairman is, nevertheless, unsatisfactory. There is the other factor, that in this Bill there are embodied certain political viewpoints which have been categorically stated by the Minister and stood over by the Government Party. Suppose a man is appointed o the chairmanship for 20 years. Undoubtedly, he would be appointed because his views would be, at least, so sympathetic to the transport policy of the Government that he would carry out that policy. A change of Government comes. Then you have the question of removing that man—again, by order of the Minister and for stated reasons. It is not always easy to give "stated reasons" in the case of a man who is technically competent but whose policy in regard to transport might not harmonise with that of a new Government.
The amendment in Deputy Cosgrave's name meets many of the objections to this section and, at the same time, it does not bind the Minister in such a way that it would be impossible for him to find a suitable man. Many of the persons who would be technically competent for a position such as this are mainly interested in either commerce or industry. They have financial interests in various companies and they are not in the same position as a technical man—such as an engineer or architect—who is completely dependent on his professional status. I do not think that the Minister will experience the difficulty he seems to envisage in obtaining a person with the necessary competency, either technical or from the point of view of experience, to take up this position, because most of those persons will have such liberty of action that, if they do feel inclined to accept the responsibility, they will not be handicapped by personal loss.
I can tell the Deputy from experience that this is one of the problems which are continually arising in the selection of people for posts of this kind.
There are very few posts of this kind.
A number of them. In the case of the Electricity Supply Board, the chairman appointed by my predecessor has been re-appointed since.
I do not think that there is any very strong objection to the amendment. There is nothing to prevent the Minister, if still in office, re-appointing the chairman and, whether the five year limit be in or out, there is nothing to prevent him from removing the chairman. Deputy Larkin contemplated a difficulty regarding the "stated reasons". The Government of the period may decide that the policy a chairman is carrying out is contrary to their view and. therefore, there should not be any difficulty in securing reasons sufficient to justify them in removing him.
That is true. The difficulty I visualise is in making a contract with an individual in business who has to give up that business and break his business connections.
Amendment put and negatived.
As regards amendment No. 61 in the names of Deputies Norton and Larkin, if the amendment is allowed to stand over, I think I shall be able to meet the Deputies by an amendment on Report Stage.
I move amendment No. 62:—
To delete sub-section (8).
The sub-section authorises the Minister to increase the remuneration of the chairman whenever he thinks fit to do so, without reference to this House. The Minister states that the chairman's part-time salary was fixed by the Government, by Emergency Order, at £2,500 a year. It is understood that the chairman has an income from another part-time job of £2,500 a year. It is desirable that the Minister should say, if he is in a position to do so, whether, if he appoints the present chairman or any other person in his stead, it is proposed to pay him a salary of not less than £5,000.
As the matter has yet to be discussed, the Deputy would not expect me, at this stage, to mention any figure.
I thought the Minister was coming to the House with his mind made up to answer any reasonable questions that might be put him in connection with the different sections of this Bill and the amendments proposed to those sections.
The intention is that the remuneration of the chairman shall be fixed by the board and not by the Minister. This sub-section is inserted merely as a safeguard against a possible contingency in which the board might refuse to remunerate the chairman.
I am assuming that the majority of the members of this House would be foolish enough to give these dictatorial powers that are given in Section 35 to the chairman to fix the salary at any figure he likes, subject to the Minister. That is a nice state of affairs. It is desirable that we should know what the Minister is going to do in this matter. It is an extraordinary power to allow the chairman to fix his own salary at whatever figure he likes, subject to the approval of the Minister. I assume, in view of his present position, that he might regard it as reasonable and right that he should demand, possibly for himself, with the consent of the Minister, a figure not less than £5,000 yearly. Practically every person working under the supervision of this lucky chairman, if he gets £5,000 yearly or more, will be compelled to go before a tribunal, which was set up by the Minister, or their unions will have to do so, to show that they are entitled to an increase in salary.
So has the chairman of the company.
The chairman of the company is in the fortunate position at the present time that he can ask the Minister for it.
Not without the consent of the tribunal, under the Emergency Powers Order.
I know responsible officials of the company working under the chairman; who since he came into office on February 24th, 1942, have not got a brass farthing of an increase, except what came to some of them as a result of the Wages Tribunal. So far as ordinary increments are concerned, which would normally come to that class of officials, they have been standing still since February 24th, 1942. The Minister is obliged, apparently only in the case of a new demand, to come back to the House to ask for permission to increase the salary, if he thinks the chairman or the chairman-dictator is not getting a sufficient salary, or is not being treated fairly and properly by the board. The Minister should give some indication to the House of what he is thinking about the salary proposed to be paid to this lucky person. As the Minister knows, this group of Deputies is not opposed to the payment of fair salaries to responsible people. I am not sure if I express the opinion of my colleagues in this matter, but I believe that no person of this type, in a full-time salaried office, should have a higher salary than the head of the Government.
The Government employs many people with higher salaries.
Name some of them.
The judges. The original managing director of the Irish Sugar Company had £3,000 a year and we could not have got him for less. I offered him an increase in his salary to stay, but he would not.
Only judges of the Supreme Court have higher salaries.
I offered the original managing director of the Irish Sugar Company, who had £3,000 a year, an increase in that salary if he would stay. He would not. He was well worth that salary.
He must have realised what the purchasing power of £3,000 was going to be.
The Minister says that that managing director was well worth the money. Would the chairman of a transport company be worth it if ordinary workers on it got only 50/- weekly?
I thought it was too late to put in an amendment to this section, but as it refers to the terms of employment, so to speak, of the chairman, perhaps I might deal with it now. I want to know if the chairman should be debarred from being the holder of common stock.
No, he must be the holder of common stock.
As well as being the representative of the public interest, as against the shareholders' directors he is interested himself.
I may be wrong there. I think under the Emergency Powers. Act he need not be a holder. He was exempted from that under the Emergency Powers Order.
Shareholders' directors are obliged to have a minimum holding of shares.
I see no reason why in the case of the chairman we should not have the same provision, as in the Emergency Powers Order, if Deputies think it matters.
I suggest that as the position is so distinct from that of shareholders' directors, and in order to safeguard the public interest, he should not be a holder of common stock or be interested in it. I am looking at it from the point of view the Minister expressed, regarding the payment of dividends on common stock.
The position at present is that he is not actually debarred from holding common stock. He is not required to hold it on becoming chairman.
I think he should be debarred for that reason. As the Minister mentioned, an interest in the common stock would not be in the public interest or of the citizens.
I will consider the point. I am not sure if it is a wise one to follow, but I will consider it.
There is no reference as to whether the chairman is debarred in any way from having a financial interest in companies that might be directly interested in the traffic of the transport company. A chairman with all the wide powers given in the Bill could be interested in others at the same time.
That would be going very far. It might prevent him being a farmer, and I am sure members of the Farmers' Party would resent that. Anybody who at any time might use the company's system might be interested.
I am not suggesting that, but in regard to the general position it is something to which we should give attention. There is an exceptional position here from that prevailing in ordinarily constituted commercial companies.
The Deputy must understand the chairman's position in relation to charging powers. He has no discretion in that regard.
Agreed. But the chairman of a company like this with very wide powers might be able to influence charges affecting the welfare of companies interested in rail or road transport.
We propose to put into this Bill adequate provisions by which we hope to ensure that nobody can get special terms. In another section yet to be discussed, I desire to secure that the same terms must be available to everybody.
In two cases they were granted.
I grant that. The old Great Southern Railways Company by various devices got round their legal obligations and, I think, in a number of cases broke them. Prior to the Rates Order of last year there were, I understand, something like 200,000 special rates in existence. Most of them have since been abolished. The intention is that the rates operative for any one person would be operative in similar conditions for anybody else.
That is where there was a snag. In one case a special rate was given for consignments of 250 ton lots of flour but only one firm could consign that amount. Yet that was solemnly put forward as being equal conditions for everybody, which was ludicrous. The same thing can, I think, happen here.
The point raised by Deputy Larkin is worthy of serious consideration. I think the Minister should look into the matter and see that the new concern is properly safeguarded from the day of its coming into operation. The Minister knows perfectly well that after the date of the coming into operation of this organisation, it will be supposed to be, as the Great Southern Railways are now supposed to be, in competition with the Grand Canal Company, and I think that what has helped to bring this whole concern into a state of semi-bankruptcy is the position which the directors have been allowed to occupy in competing companies. We had directors of the Great Southern Railways directors of the Grand Canal Company, the Dublin United Transport Company and the Dublin Gas Company.
Which are scarcely competing companies.
The Minister may laugh, but the position——
I do not quite see how the Gas Company competed with the Great Southern Railways.
I will tell the Minister. At a particular time, the company wanted to modernise, so far as they could, certain railway stations in Dublin. A proposal was put up to put electric light into all the offices and buildings, but, through the intervention of a director who is a director of the Gas Company, such a scheme has not even yet come into operation, with the result that, at Westland Row and Dun Laoghaire stations, there is tonight gas, electricity and petrol lighting in different parts.
The Deputy has made the point.
That is due to the conflicting interests of directors. They cannot reconcile their interests in one with their interests in the other. I do not even now know why the Grand Canal Company is left out of this so-called unification of transport scheme.
Does the Deputy want to bring in the canals now?
I am making the point that the Minister might consider it undesirable that the chairman of the company should have a financial interest in a competing concern.
A competing concern is another matter, but the suggestion is, any person who might be interested in the operations of the company. I would say that the only safeguard against that is the ability of the Minister for Industry and Commerce, whoever he may be, to pick somebody whose integrity is beyond question.
Does the Minister not know that, at a certain period, directors of the Great Southern Railways were shareholders in the Irish Omnibus Company competing against the railways?
There was a time when they owned the Irish Omnibus Company.
I take it the board will have power to enter into contracts on behalf of the railway company for the supply of materials and so on. So far as the board is concerned, the effective board is the chairman.
I do not agree as to that, either. There are certain obligations under the Companies Acts in that regard also.
Agreed, but there are also certain powers in this Bill. Let us take it that the chairman is a share holder in a concern which contracts to supply materials. A member of a local body is debarred from having a financial interest in any contract, and is immediately removed, if he has any such interest. Here is a concern, with possibly a capital of £20,000,000, of which the chairman, apparently, can have a very large financial interest in a firm which contracts to supply materials, such as oil and timber.
I think the Deputy can be satisfied that we shall get an honest man as chairman.
We are all the time arguing on the basis of the Minister's intentions.
I would say that any Minister, at any time, will be able to do that, if he wants to do it.
Is it not an ordinary provision of company law, as it is certainly an ordinary provision of certain statutes which we passed here, that directors on various boards shall not have an interest in companies with which they are likely to do big business?
Or that any such interest will be disclosed in certain circumstances.
Or that any such interest will be disclosed. There is nowhere the impact of such a clause upon the chairman of this board. Is it not desirable that there should be?
I repeat that if we have reached the stage at which we cannot rely on the Minister picking an honest man for a job of this kind, we might as well give up the job altogether.
It is not a question of honesty.
It is.
It is a question of a man having diverse interests pulling at him when it comes to a particular matter, and it is surely an ordinary precaution at least to see that the gentleman would disclose whether or not he has any other interests. It may be that you would say that, having disclosed the information——
There will be a board of directors and they will enter into contracts, not the chairman.
The chairman will undoubtedly have very much larger powers than chairmen ordinarily have, and he can, by refusing to give a decision, prevent a decision being arrived at in connection with a certain contract and so can sway a decision in another way.
I want to refer to one other matter: the sub-section which allows the removal of the chairman. What is the meaning of the phrase "for stated reasons"? It means that there must be reasons which are capable of being stated. It does not mean anything more than that? The reason can be anything? Ordinarily speaking, the constitutional phrase "stated reasons" means misbehaviour or incapacity, and, in the case of the Electricity Supply Board, if the interests of electrical development require it, but this is wide and open. It can be on any ground whatever. The only point is that the Minister must say what the reason is. He can say the reason is that he does not like him.
He must be prepared to defend his action in the Dáil.
When the Minister is considering amendment No. 61, I presume that that would be enlarged, if accepted, so that if there were any change made in the conditions of appointment, or, for instance, if sub-section (8) were operated, notice would be given of it also?
I will consider that.
I move amendment No. 63:—
To delete sub-section (3).
We feel that there is a principle embodied in this sub-section which calls for attention and which gives rise to a whole number of queries. It is proposed in the sub-section that the remuneration of the managing director shall from time to time be fixed by the board, and may be by way of fixed salary or commission on dividends, profits or turnover of the company. The point I see in the sub-section is one which seems to run through many sections, that is, a conflict between the interest the public must undoubtedly have in the company, as citizens, taxpayers and users of the transport facilities and the commercial interests of the body whom we are proposing to make the eventual owners of the concern.
A question was raised yesterday in regard to the limitation on the dividend on ordinary stock. Now we have another door opened, namely, that we can have a managing director appointed whose remuneration may be a fixed salary, commission on dividends or share in profits, or a combination of all three. We are then faced with the position that the main functional individual so far as the running of the company is concerned is a person who has a direct and personal incentive to see that the profits and earnings of the company are as high as possible. In the case of the chairman, the whole basis of the Minister's argument in favour of the peculiar conditions which he has introduced into the Bill in relation to the position of chairman has been to guarantee the public interest in the company. Now we have the opposite facet, namely, the introduction of an individual whose main concern would be the actual day-to-day running of the enterprise and who may be put in the position of having as his main interest, not the welfare of the public but his own personal advancement and aggrandisement, in so far as his total remuneration may be dependent almost completely on how high he can drive the profits and dividends of the company.
The Deputy's amendment is to delete the sub-section. I take it that his purpose is not to prevent the managing director being paid at all?
There is the other point to which I am coming. This is the main point. The other is more peculiar and arises out of the whole constitution of this board. Here we have a board constituted of the chairman and several directors.
For all practical purposes, so far as we feel anyway, the chairman is the board and the directors will not count for very much. It is actually possible under this scheme that the chairman could also be the managing director. It could also happen that his remuneration would be made up of a fixed salary or commission on dividends or solely by commission on dividends. We then have a direct conflict between his interest as chairman, representing the public interest in the company, and his position as managing director with a direct, individual, personal interest in the profit-earning capacity of the company. I submit from that point of view that this sub-section will need redrafting. Nobody is quarrelling with the suggestion that the company will need a managing director in order to carry on the every-day business of the company and that he should be paid. But surely there should be other provisions which will obviate and make impossible the appointment of a man to the position where his duty to the public, to the taxpayer, will be in direct conflict with his own personal interests in so far as his remuneration is concerned.
As to the form of the section, I should explain it is taken word for word from a standard work on company procedure. My own view is that the managing director, if there is a managing director, should be remunerated by way of fixed salary. If the Deputy's objection is to the addition of the words "or commission on dividends", etc., I am quite prepared to delete them. I cannot contemplate circumstances in which the managing director of the company will be remunerated otherwise than on the basis of a fixed salary. In order to explain the introduction of the words, I am saying that the Parliamentary draftsman copied them word for word from the form used in a standard work.
That standard work deals with the ordinary commercial company.
It is anticipated that the managing director will be the chairman?
It may be so. We contemplate that there may be a managing director as well as a chairman, or there may be a chairman and managing director, or, that there need not be a managing director. At present there is a general manager.
Is it contemplated that the same person will be chairman and managing director?
It could happen. We are not precluding that.
If there is to be a managing director, it must be the chairman, because he cannot be one of the stockholders' directors.
He would be one of the stockholders' directors. He must be a director. The managing director must be a director.
A stockholders' director can become managing director?
The person to be managing director could be elected a stockholders' director.
Must not the managing director be selected from the board?
He must be a member of the board.
If the chairman is not able to take up the position himself, if he finds he cannot carry on the business of the company without a managing director, he will be compelled to appoint one of the stockholders' directors who may be actually in opposition to his policy. He could be compelled to appoint a man who is actually pulling against him in the management of the company.
This section empowers the company to have a managing director. Now, I think it is extremely improbable that the appointment of that man would be made from amongst the shareholders' directors except in the case of a person in relation to whom a contract had been entered into and who would as part of the contract be made a director of the company, because the contract would be between the individual and the company, as it is the company who appoints the managing director. At present the constitution of the company is a board and a general manager. There was a time when they did not even have a general manager, as Deputy Davin will remember, and the whole board used to act as general manager—a most impossible situation which I had to terminate by threatening various penalties if the board did not appoint a general manager. They have a general manager now. Perhaps that arrangement will be regarded as ordinarily suitable. But we do empower the company to have a managing director. Clearly a managing director is a manager and he is also a director and, therefore, it is a necessary provision that the managing director must be a member of the board.
That does not involve that some person elected as a stockholders' director must be chosen. It does mean that the person chosen as managing director must be elected a stockholders' director by the company, if the contract between the company and the individual is to be carried out. As to the amendment, I am prepared to amend sub-section (3), if the amendment is withdrawn, to provide that the remuneration will be by way of fixed salary.
An amendment will be submitted.
In view of the possibility under the section that some person may be both chairman and managing director, I think it should be amended so that the chairman could not be the managing director.
I would not agree to that in any circumstances.
Then the salary will be fixed?
Yes. Clearly if you have a chairman who, for a period, or generally, takes on the extra duties of managing director as well, I think we should contemplate the possiblity of an alteration in his remuneration in relation to the extra duties.
Not on the basis of the profits?
No, I propose to alter that.
Amendment No. 63 is withdrawn by consent?
I will introduce an amendment to delete these words.
Listening to the Minister and relating his remarks to what he said about his opinion of the stockholders' directors, is it not quite clear from what the Minister said that if there is to be a managing director under the terms of the section as it stands, then the managing director can only be the chairman? Why not, therefore, when reconsidering the matter, bring in a section in that form making it clear that the chairman will be the chairman and the managing director?
There could be a chairman and a managing director. I do not want to make any decision on that issue in relation to the abnormal circumstances that will prevail to the end of the war and in the period immediately after the war—the period of reconstruction and reorganisation. But, when that reorganisation is completed whatever may be the practice during that period, after it I would regard the normal set up as one involving a chairman and managing director in two separate individuals.
If that is the intention of the Minister, I personally would not oppose it. Is it not proper that it should be put in black and white in the relevant section? Will the Minister consider that between now and the next stage?
I do not want to preclude the possibility at any time of the chairman also being the managing director.
I would not like to see one of the stockholders' directors made managing director. I do not think that is likely to happen. If it is a case of the chairman being the managing director, why not give him the full title?
The Deputy must not think of individuals in that regard. If the question of the appointment of a managing director arises at any time, consideration will first be given to the qualification of some named individual to be the managing director and, if he is regarded as suitable to be managing director, the first step will be to get him made a director.
You cannot so influence the shareholders unless you go to the Governor of the Bank of Ireland.
In other words, the board must secure the consent of the company.
They will have to canvass the Governor of the Bank of Ireland and the chairmen of the other banks.
In the case of difficulty in obtaining a suitable person as managing director from amongst the board, will the board have power to appoint a general manager?
Certainly.
On the section. Where is the remuneration to come from for the managing director? Is it out of the funds voted by the company in general meeting under Section 36?
No.
It will be something over and above that?
Yes.
The board will determine what the salary will be and will draw on the funds of the company for it. Does not that seem anomalous when the gross amount to be provided for the director must be provided by the company in general meeting?
That is, the directors' fees as distinct from the managing director's salary?
The directors' fees include the chairman's salary?
Yes.
So the company in general meeting must vote a sum of money which will be divided amongst the directors in such a way as to provide the chairman's salary, but so far as the managing director is concerned, the board think of a sum and give it to him without reference to the general meeting at all?
No. The managing director is a director as well as being manager, and he gets his fees as a director out of the fund provided by the company for the purpose. In addition he gets his salary.
But the extra sum given to him as managing director will be voted by the board. Although the chairman is to be a director of the company, the extra money he will get as chairman will be voted by the company. The position seems anomalous.
It has been the practice of the Great Southern Railways.
It may have been, but it is a very odd company.
May we take the section as agreed now?
I move amendment No. 64:—
To delete sub-section (1) (b).
This proposes to delete the portion of the section where it is set down that in the case of a director who resigns his office and who is a director of both the dissolved companies he will receive compensation in relation to his position as director of each of the companies. We have been battling for some time in order to try to save the directors from the chairman. Now we want to reverse the process and try to save the public from the directors. Why we feel this particular sub-section should be deleted is because it contrasts with provisions which will come up for consideration later in regard to the ordinary staffs of the railway or the transport undertaking. We see no reason why the directors should be so privileged that not only are they to be compensated in the ordinary form for the loss of their positions, but they will have double compensation because they have been lucky enough to have the double directorship.
Does the Deputy want to give the directors terms as good as are proposed for the ordinary staffs?
You are making the position better for them.
I do not think so. In the case of the ordinary employee there is compensation by way of pension up to two-thirds of his wages. The directors have to resign before there is compensation.
It is not a question of whether they resign——
It is a question. They cannot get compensation unless they resign—and resign before 31st March next.
Here we have a very great contrast between what is provided for the director who may resign and the ordinary workers who may not get an opportunity of resigning, but who may be pushed out. There is the issue involved that these directors may be attached to either company or both companies. In the case of the railway company the comments that have been passed on the directors by the Minister are a sufficient justification for suggesting that they should be asked to resign even before the new company is set up. It is doubtful if they should receive compensation—some of them—for the services they have given to the railway company. So far as the transport company is concerned, I gather from the Minister that there is only one person to whom any credit is due for the sound position—as he holds it—of that company. It must appear, therefore, that the other directors have not contributed very much beyond their membership of the board of directors.
Why should we undertake, therefore, to compensate people for the positions they have held and in which, manifestly, in the case of the railway, they have given no great service, while in the case of the transport company they could not give much service because all of it is being attributed to the managing director? I fail to see the justification of the section. I think it is very generous that if a director, holding a double directorship, should resign, his compensation should be confined to one directorship.
I do not suppose it would be possible to get the Dáil to consider a matter of this kind impartially. There are special circumstances affecting the enactment of this Bill that would make it almost impossible for any Deputy to discuss the proposals contained in it without being prejudiced, and most certainly prejudiced against the directors. One proposal is that the directors of the existing companies which are being amalgamated will become the first directors in the new company. Deputies have spoken in disparaging terms of the directors.
And the Minister.
What the Minister is proposing is that if they resign before the new company comes into existence we will compensate them. I think that is a wise provision. It may be that some of the directors will prefer to resign and take the compensation provided in the Bill. I am prepared to defend that position on its merits. In the case of a member of the staff who loses his employment because of the amalgamation, we are proposing compensation by way of a pension. I am proposing that in the case of a person suffering a direct pecuniary loss by reason of the amalgamation, compensation will be paid. I do not see why you should preclude the directors from some similar provision.
We are limiting the compensation here. Having regard to past precedents, we are not being particularly generous. The various railway companies in this country were amalgamated in 1924 and, although there was no standard practice in the matter of compensating redundant directors, they were compensated on a more generous basis than is proposed here. In some cases is was four times the annual fees contemplated here. In other cases the amounts of compensation were not prescribed, but I would say that in all cases the terms were as generous, and even more generous, than what is being provided here.
I think there is a danger that we could be unfair because of certain prejudices we have in relation to these directors. We should try to guard against that and it would be wrong for me not to resist these attempts to alter the proposal here. There will be a pecuniary loss and we propose to meet that.
I am surprised at what the Minister says in regard to compensation previously paid to directors who were redundant under previous legislation. Will the Minister put his finger on any section of a previous Act under which they were entitled to compensation?
The 1924 Act provided for the preparation of schemes following the amalgamation of various companies to form the Great Southern Railways. Those schemes, which provided for compensation for directors, were not the subject of legislation, but were submitted to the Railway Tribunal, which was set up under that Act, and which approved these schemes.
And they were previously submitted to the proprietors and the debenture holders of the system.
That is right.
They ran the gauntlet of a whole lot of people.
They did. I might add that they provided for compensation terms more generous than are proposed here.
With regard to the railway directors previous to the 1924 Act, so far as I am aware, except by decisions of the out-going boards of the companies that were amalgamated, there was no specific provision like this made in the legislation at that particular period—either in 1924 or in 1933. At any rate, we are objecting to the very definite way in which the Minister proposes to provide compensation for directors who may retire after the coming into operation of this scheme. Those directors will not have to go before any body to prove that they are entitled to compensation or that the company has no good reason for declining the payment of compensation. It is possible, as happened in previous cases, that hundreds of railway men can be dismissed, and that, under the peculiar wording of the compensation clauses as they now stand, those men will not be able to prove that they are entitled to compensation. You have here mysterious words like "other economic cause." The company can get the ablest lawyers in the land and they can go before an arbitrator and make a case, as they have made cases, to prove that certain men who became redundant or lost their employment are not entitled to compensation. You have the famous Kearns test case to prove that. There is no such proof necessary in the case of retired directors of either the Dublin United Transport Company or the Great Southern Railways Company to entitle them to the payment of generous compensation. I believe it is true to state that the one director who is lucky enough to be a director of the Great Southern Railways Company and of the Dublin United Transport Company will get double compensation under this particular section, notwithstanding the fact, and the Minister knows it quite well, that that particular director has a directorship of eight other companies——
He will get no compensation at all unless he resigns.
——including the chairmanship of two companies. Is it seriously suggested that the compensation he is getting here under the terms of this section is not more generous than the compensation that will be paid to the ordinary workers who may have to prove their case? If a railway worker who is dismissed from his employment as a result of the coming into operation of this scheme has no union or funds behind him to enable him to go before the arbitrator and to employ legal advice, where is he going to be? We know the famous case that was fought before an arbitrator at a particular period, which lasted ten days and which cost the organisation of which I happen to be a member a very large sum in order to satisfy the arbitrator that this particular man was entitled to compensation.
What would be the position of that man if he were not a member of that organisation and had not the funds of the organisation behind him in order to establish his case? A director is placed in a different position altogether. He is guaranteed the payment of very generous compensation, whereas you have all those obstacles placed in the way of the payment of compensation to any workers who are dismissed. That may happen after this Bill comes into operation in the same way as it happened in previous cases under the 1924 and 1933 Acts.
As regards previous legislation, the position is that the Act did not contain the provisions of the amalgamation scheme; it allowed the preparation of an amalgamation scheme, and included in the Act is a provision that those schemes might provide for the payment of compensation to a director who suffered loss or the abolition of his office by reason of the amalgamation. In the Great Southern Railways (Absorption) (No. 4) Scheme, 1925, there is provision in relation to a number of railways mentioned there that the compensation of directors shall not exceed four times the average aggregate amount of all fees paid to such director in the three previous years. I am not quoting that to justify the section but as an indication that, in so far as there is a precedent, the compensation was on more generous lines.
If the Minister is examining the effect of the compensation he is now providing, will he state what is the approximate amount to be paid to the lucky director who will get dual compensation, and the amount to be paid to the other directors who may decide to retire?
If all the directors retired—I take it that is what the Deputy has in mind?
It is well the Minister said that so late.
It is a matter of opinion.
The Minister has already said that it is almost impossible to approach those clauses without being prejudiced; a great deal of the prejudice has been caused by the Minister himself. There are two campaigns: one to discredit the whole railway system from the point of view of the management in order to make a better case for the present chairman; another is to put forward the case that the condition of the railways was not as bad as it was made out to be at one time. That was in order to reinstate the railways, and make it appear that we were really buying something profitable for the country.
On this matter of directors, I have no objection to the directors getting compensation, but I am very glad that the 1924 Act has been referred to, because there was afterwards a good deal of public recrimination as to the amount voted to the retired directors. When the amounts and the numerical strength of the individuals who got the sums of money were put down in contrast to the amount which was going to be saved, as it was called, by economies, I suggest that there was undoubtedly cause for a great deal of public comment of an adverse type on the 1924 Act. The 1924 Act had this provision, that it allowed schemes to be drawn up, and before those schemes were passed they had to be put before the shareholders and the debenture holders in the various companies. It was thought that that would be a safeguard; that there would be no great, so to speak, slashing out of compensation. The Minister, in what he has read, has not referred to one proviso which I think we find there, and that is, that in the case of any director who became a standing member of the Railway Tribunal, which was a salaried post, his remuneration as such was taken into consideration when declaring the terms of his compensation. I do not know if that system will operate here.
Oh, certainly. I made a remark concerning the directors of this company which was intended to be jocose. In fact, I think there are some members of those boards who, apart altogether from personal merit, would, because of their experience, be valuable members of any board that we might appoint to direct the affairs of the new company. I think experience is an important qualification in matters of that kind. The point that I really wanted to bring out was this, that no compensation is payable at all except to a director who ceases to be such on 7th April next. I cannot, therefore, attempt to estimate what the amount of compensation payable will be, because it will depend upon the extent to which directors may decide to avail of the provisions of the section or alternatively to continue as directors of the new company for the period during which they are eligible so to continue.
Apart from persons, what on an average would be two years' fees?
I cannot even attempt to say that. Both companies have a principle of remunerating directors out of a fund which is voted by the shareholders and allocated by the directors amongst themselves, sometimes according to the functions which individual directors perform. Some directors perform more duties than others, and the distribution of the fund amongst them may be influenced by that fact. I cannot attempt to answer that question without some research. I could get the figures.
What would be the maximum?
The amount voted by the Great Southern Railways Company for directors' fees, inclusive of the chairman, last year was £5,538. Deducting the chairman from that, the maximum amount payable to the directors of the Great Southern Railways Company last year would have been £3,000.
Would I be correct in stating that in the year immediately prior to Mr. Reynolds' coming into office the average, including the chairman, would be about £1,000 per director?
Yes. In 1941 the amount was £6,966. If we go back to the year after the amalgamation, it was £12,206. The tendency has been downwards all the time. The compensation is reasonable in the circumstances in which we are compulsorily amalgamating these two companies. I think we should try to disregard our knowledge of the individuals concerned and the financial circumstances of those individuals. Whatever we do here may be a precedent in similar cases in future, and we should not establish a wrong precedent. In determining the terms of compensation in this case, I think we should be blind to our knowledge of the individuals.
Why does the Minister refuse the payment of compensation to the workers on the same basis as to the directors?
I have put it on a better basis. I have provided that the worker is to be compensated for his loss up to two-thirds of his wages, and that that will last for the rest of his years. I think that is better for the workers.
But they are compelled by the words of the section to prove their right to the payment of the compensation.
The proposal as circulated states that they shall be compensated in accordance with the provisions of the Fifth Schedule to the Bill.
And with the mysterious words "other economic cause."
Again, we are proposing to put the burden of proof on the company. I think I have gone a long way to meet the proposals of Deputies.
The Minister should accept the amendment, if he intends to keep the balance in the administration. We will deal later with the question of compensation for workers, but we know in advance from previous experience the difficulty men have in proving their rights to compensation. Here the directors are not put under any test whatsoever: they are to get compensation and there is no question of a test. The Minister is proposing to give compensation in certain instances to workers. If the directors were put through the hoops to anything like the same extent as the workers, they would not be getting this rate of compensation. As if that were not good enough, it is proposed to give the directors dual compensation, although they have not been eulogised to any great extent by the Minister and although they have not contributed very much to the advancement of the transport industry in this country. There is a vast difference between the treatment being meted out to the worker and the treatment of the directors. The Minister would be wise to accept the amendment and to drop the payment of dual compensation. If there is to be dual compensation, there should be a test of a similar character as that imposed on the workers.
Surely, there is a very definite test—they must resign?
When referring to compensation provisions, the Minister omitted one factor—that these directors are already shareholders of the companies to be dissolved. I do not think the Minister will answer by saying that the provisions under which their interests are going to be transferred to the new company are not generous. At least, that cannot be said about them. The Minister has argued very thoroughly as to why they should be generous. As regards the question of not considering them as individuals, I am not prejudiced against the individuals. I have a prejudice against directors of all companies, from the point of view of the services they give for the money they receive. It would be very interesting for the Minister to bring in, in justification of the section, a statement showing the number of hours these directors actually serve or give in the business of the companies during any one period.
Running a company is not like painting a barn.
I know the Minister thinks the work of a director is something peculiar and extraordinary. If a director is to give any service, at least he must attend at the directors' office. How many of these individuals draw fees and do not attend at all? If we are going to give this compensation. I take it, first of all, that it is because of the monetary loss they are suffering. That, to a great, extent should be balanced by the terms which they will enjoy as shareholders. If, on the other hand, the compensation is to be in recognition of their services or experience in other companies, at least we should have some indication of the services they have given. The Minister has placed against my attitude, when I referred to his attitude towards the ordinary working staff, the amendments he has put in. The compensation he suggests in the amendments only refers to the case of a worker transferred to the new company, with the old position still existing in the case of the worker whose position is wiped out as a result of the amalgamation.
No, no.
That is in the section.
It says:
"Where ... that person's office or situation is abolished directly and solely in anticipation of or as the result of the amalgamation effected by this Part, ... he shall be paid by the company compensation calculated in the manner set out in the Fifth Schedule to this Act."
It is different to what is set down below that. The whole point is that we are dealing with two groups of persons. One group will continue to be servants, officers or employees of the company only so long as they give continuous service to the company and are subject to a fairly rigid test, as Deputy Keyes pointed out. This body of workers over a period has made very large financial sacrifices to keep this railway company going. On the other hand, we have the group of directors who, in the first place, are generously treated in the capacity of shareholders and, secondly, who undoubtedly have been getting a far higher proportionate return for the services they gave to these companies, whatever they may be or over whatever number of hours in the year, than is given in relation to the actual working staff carrying on the railway. Whatever may be in the Minister's argument about setting a bad precedent, we certainly feel that it is of far greater importance to keep the balance and not have the spirit expressed in this Bill that we are prepared to deal far more generously with the directors, merely because they are directors, than we are prepared to deal with the ordinary worker.
I move amendment No. 65:—
To delete sub-section (2).
Tá
- Aiken, Frank.
- Beegan, Patrick.
- Blaney, Neal.
- Boland, Gerald.
- Boland, Patrick.
- Brady, Brian.
- Breen, Daniel.
- Brennan, Thomas.
- Briscoe, Robert.
- Buckley, Seán.
- Burke, Patrick (Co. Dublin).
- Butler, Bernard.
- Carter, Thomas.
- Colbert, Michael.
- Colley, Harry.
- Daly, Francis J.
- Derrig, Thomas.
- Flynn, Stephen.
- Fogarty, Andrew.
- Fogarty, Patrick J.
- Friel, John.
- Furlong, Walter.
- Gorry, Patrick J.
- Humphreys, Francis.
- Killilea, Mark.
- Kilroy, James.
- Kissane, Eamon.
- Lemass, Seán F.
- Little, Patrick J.
- Loughman, Frank.
- Lydon, Michael F.
- Lynch, James B.
- McCann, John.
- McCarthy, Seán.
- MacEntee, Seán.
- Morrissey, Michael.
- Moylan, Seán.
- O Briain, Donnchadh.
- O Ceallaigh, Seán T.
- O'Grady, Seán.
- O'Loghlen, Peter J.
- O'Rourke, Daniel.
- O'Sullivan, Ted.
- Rice, Bridget M.
- Ruttledge, Patrick J.
- Ryan, James.
- Sheridan, Michael.
- Smith, Patrick.
- Traynor, Oscar.
- Walsh, Laurence.
- Walsh, Richard.
- Ward Conn.
Níl
- Blowick, Joseph.
- Browne, Patrick.
- Cafferky, Dominick.
- Coburn, James.
- Corish, Richard.
- Davin, William.
- Donnellan, Michael.
- Everett, James.
- Halliden, Patrick J.
- Keating, John.
- Keyes, Michael.
- Larkin, James.
- McFadden, Michael Og.
- McMenamin, Daniel.
- Mongan, Joseph W.
- Murphy, Timothy J.
- O'Donnell, William F.
- O'Driscoll, Patrick F.
- O'Leary, John.
- O'Sullivan, Ted.
- Pattison, James P.
- Spring, Daniel.