I move amendment No. a. 1.:
In page 3, lines 17 and 18, to delete "‘Gas Works Clauses Acts' means the Gas Works Clauses Act, 1847, and the Gas Works Clauses Act, 1871;".
Gas Regulation Bill, 1982: Committee and Final Stages.
SECTION 1.
When was that amendment circulated?
It was circulated in the House. The definition was inadvertently left in section 1 during the printing and we wish to remove it.
It was mentioned in the Minister's speech. Was there a Gas Works Clauses Act in 1847?
Yes, and it still applies but it is not relevant to this legislation.
I cannot find any reference in the index to such an Act.
Is there anything in the Acts of 1871?
There is reference to an Act of 1847 and another Act of 1871.
I cannot see a reference to it in the 1847 Act.
It appears in the Gas Act of 1847. I have a copy here.
I cannot find it, but if the Minister has, that is all right. I am not trying to pursue the matter.
Amendment agreed to.
I move amendment No. 1:
In page 3, between lines 22 and 23, to insert the following new definition:—"‘prescribed' means prescribed by regulations made by the Minister;".
I presume that the Minister will tell us if there is anything more than mere drafting changes in these amendments?
This section provides that a register of charges shall be kept in the prescribed form. This definition gives meaning to the term.
Amendment agreed to.
I move amendment No. 2:
In page 3, line 26, before "a special Act", to insert "any Act, other than a Public General Act, and includes".
The definition of "special Act" in the Companies Clause Consolidation Act of 1845 was insufficient to cover all Acts which apply exclusively to an individual undertaking. The amendment broadens the definition to include all such Acts.
The words "special Act" come twice into that line. It must mean "special Act means any Act other than a public general Act and includes a special Act within the meaning of the other Act". Is that right?
Yes, that is the definition.
Amendment agreed to.
I move amendment No. 3:
In page 3, line 29, after "special Act" to insert "within such meaning".
Amendment agreed to.
I move amendment No. 4:
In page 4, before line 1, to insert the following new definition:—
"‘statutory instrument' means a statutory instrument within the meaning of the Interpretation Act, 1937;".
Amendment agreed to.
Section 1, as amended, agreed to.
SECTION 2.
I move amendment No. 5:
In page 4, subsection (2) (b), line 23, to delete "undertaker, and" and substitute "undertaker, and,".
I do not think the world would fall if we were not to insert the comma.
Amendment agreed to.
I move amendment No. 6:
In page 4, subsection (3) (a), line 30, to delete "association" and substitute "association,".
Amendment agreed to.
Question proposed: "That section 2, as amended, stand part of the Bill."
I just wanted to know if these provisions relate to the memorandum and articles of association of the gas company. Is that correct? I would like to know to what extent they conform to the companies legislation as it stands in regard to this matter. Is there any departure in any material respect from normal companies legislation governing memoranda and articles of association?
The company's memorandum and articles of association is up to the company, but these have to be submitted to the Minister for approval. I assume that the company in drawing up its memorandum and articles of association will have to have regard to the Companies Act of 1963 and subsequent legislation. They must be submitted to the Minister for Industry and Energy for approval.
I know that, but is it not the case that this section lays down what a memorandum and articles of association should contain? I wonder to what extent, if any, this is just a replica of the normal companies legislation requirements. Is there something additional?
What it lays down is, basically, certain objectives, but beyond that it will not go. It is a matter for the company beyond that.
I do not think that that is really an answer to my question.
With regard to the memorandum of association of the gas company, the following must also be stated: The name of the gas company, the amount of capital, the liability of stockholders, details of the special Acts which apply. The purpose of this is so that readers of the memorandum and articles of association may know that there are statutory provisions applicable to the company.
I do not wish to waste the Minister's time or the time of the House. In terms of mass, this is a fairly substantial amount of legislation with a lot of words. It may mean something quite significant and again it may not. I want to know whether or not it conforms to the normal company legislation. Is it reproducing normal company legislation and putting it under the heading "Gas company legislation" or is there a lot of new and special material contained here which is relevant specifically to the gas company?
It conforms to company law.
Basically, then, it is a rewrite of company legislation with the word "gas" put before company. Is that correct?
That is correct.
Question put and agreed to.
SECTION 3.
I move amendment No. 7:
In page 6, subsection (1), line 4, to delete "Act" and substitute "Acts, 1963 to 1982,".
Amendment No. 7 is to delete the word "Act" and substitute the words "Acts of 1963 to 1982". If one goes back to the definition section on page 3 one finds that the Companies Acts under the definition means the Companies Act of 1963.
That is correct.
Should that now read Acts of 1963 and 1982? Is a further amendment proposed? Is this something in which the 1982 Act comes into play?
Only in this specific case.
In this particular case why should the 1977 and 1982 Acts be involved?
The two relevant sections which apply are amended by the 1977 and 1982 Acts. I shall read it out in simple language.
Please do.
This amendment is necessary to ensure that the application of the provisions of the Companies Act in this section includes the provision of the Companies (Amendment) Acts 1977 and 1982. The Companies Act is defined in section 1 as the Companies Act, 1963, and this is sufficient for the purposes of reference elsewhere in the Bill.
The Minister has still not answered my question as to why it is necessary in this section that the other Acts should be defined.
Sections 58 and 87 of the Companies Act apply and have been amended by these further Acts.
The 1963 Act has been amended by the 1977 and 1982 Acts?
Yes.
There must have been something added to those two sections which was not in the 1963 Act which applied to section 3 of this Bill. What was it?
The occupation of the shareholder was deleted and does not have to be stated and a special company seal was introduced. It was introduced in the 1977 Act and was not contained in the 1963 Act.
Is there anything in this legislation which governs conflict of interest by people who are directors of gas companies? The director of a gas company will administer a national resource in a form of trust. I know he is engaged in making a profit as well but he is a trustee of the national interest to a degree. There should be some requirement that such people should not find themselves in positions where their public responsibility is in conflict with their private interest as directors of other companies or as individuals. Is there any such requirement in regard to this matter?
There is nothing in the Bill.
Does the Minister accept the general proposition that the normal safeguards in the Companies Act relate to companies which are purely private without any exceptional public responsibility and are not necessarily adequate to a gas company which is a kind of quasi-public enterprise?
I accept that. We will look at it in relation to a consolidation Bill.
Amendment agreed to.
Section 3, as amended, agreed to.
SECTION 4.
I move amendment No. 8:
In page 6, line 39, after "undertaker" to insert "to which this section applies".
Section 4 is intended to apply only to those undertakers who adopt a memorandum and articles of association. This amendment, together with amendment No. 10, are included to make this quite clear. Undertakers who opt not to adopt a memorandum and articles may apply to the Minister for power to borrow under section 10 of the Bill.
Why is it necessary to give people the power to borrow anything? Is it not implicit that when they are setting up a gas company they have the power to borrow or does existing legislation preclude them from borrowing?
Borrowings under existing legislation are restricted and this is intended to give more flexibility.
To what are they restricted?
One-and-a-half times shareholders' funds.
This will remove any restriction altogether?
It will make it more flexible. If they want to borrow they can apply to the Minister for power to do so under section 10.
Have the gas company operated under the restriction that they cannot borrow more than one-and-a-half times the shareholders' funds?
Yes.
Amendment agreed to.
I move amendment No. 9:
In page 6, line 43, after "uncalled capital" to insert "and any chose-in-action or other right to which the undertaker may be entitled".
This amendment was included after legal consultation to give the section greater legal precision. The view was expressed that the term "assets" in the section did not include a chose in action. That is a legal term.
What does it mean?
It is a claim or a right which has no physical existence but which can be enforced by legal action such as a debt or the obligation to pay interest on borrowings.
Amendment agreed to.
I move amendment No. 10:
In page 6, after line 45, to insert the following new subsection:—
"(2) This section applies to any undertaker who adopts a memorandum and articles of association pursuant to section 2 of this Act.".
The Minister made a very bad job of this section since he has had to introduce all these amendments.
Amendment agreed to.
Question proposed: "That section 4, as amended, stand part of the Bill".
It would seem that the undertaker is entitled to borrow in such a manner as he shall think fit so long as that is in conformity with the memorandum and articles of association. While I would not be inclined to go back to the very restrictive terms of the previous legislation — one-and-a-half times the prescribed share capital — I can see the point of having a more restrictive regime in regard to borrowing in respect of a public utility than in respect of a normal company. If a normal company go bankrupt there is no problem about another company coming in and trying to provide the same service so long as they are not a monopoly. However, if a public utility — for example a gas company — go bankrupt because of an unwise borrowing policy there is a greater risk of that public service breaking down. Is the Minister satisfied that he has not gone too far in simply saying they should be entitled to borrow as they think fit? Would he not see some case for having some ratio — if 1.5 is too narrow, let us say five times subscribed share capital, or something reasonably generous — to limit their borrowings to reflect the fact that they are a public utility?
The limit on borrowings is set in the memorandum and articles which in turn are sent to the Minister for approval, so he has the opportunity to satisfy himself in relation to the level of borrowing. As the Deputy says, 1.5 is too little. I cannot give a precise figure now as I would be merely taking one out of the air.
Question put and agreed to.
Section 5 agreed to.
We will have to run it a little bit because we have agreed to finish at 6 o'clock. Is there anything else I should be aware of in the remaining amendments? I would be prepared to let them go through.
They are all technical.
I am putting the composite question: "That all remaining amendments set down by the Minister in charge of the Bill for Committee Stage are hereby made to the Bill; the Bill, as amended, is hereby agreed to and, as amended, is reported to the House and all amendments set down by the Minister in charge of the Bill for Report Stage, including any requiring recommital, are hereby made to the Bill, that Fourth Stage is hereby completed and the Bill is hereby passed."
Question put and agreed to.
That is not the best way to pass legislation. These two Bills that we have just whisked through here today deserve much more attention.
Deputy Barry will appreciate that the Chair is not free, disposed or required to comment on domestic arrangements made between parties.
I think the point is made by Deputy Bruton and I ask the Minister to take note that where a very technical Bill like this comes along in the future I would be quite agreeable to have a special committee set up to deal with that——
A small one.
——a small one — much more profitably in that atmosphere than in here in the House.
I would like to correct an unfortunate impression that words which I appear to have used during Question Time might have created. In the course of asking a question about Tullira Castle in which my concern was, as it has been in many other questions over the past month or so, to demonstrate what seems to me to be an unwarranted assumption by the Taoiseach personally of power which belongs to the Government as a collective authority, I appear to have said in the cut and thrust of question and answer something to the effect that he was personally interested in this purchase. That is how the notetaker had it although I do not recall using those words. I meant to convey that he was taking over what appeared to me to be a Government function on deciding on acquisition. Of course, I wish to disclaim absolutely any insinuation which I did not intend of some idea which I would have absolutely no reason to entertain, that there was anything of personal interest in the matter in any other sense.
Thank you, Deputy.
Notice taken that 20 Members were not present; House counted and 20 Members being present,