I move amendment No. 1:
In page 6, between lines 20 and 21, to insert the following subsection:
"(4) Notwithstanding the provisions of subsections (1) and (3) of this section the directors to be appointed to the existing companies shall include persons selected from the members of the Aer Lingus Group plc Board appointed under the Worker Participation (State Enterprises) Acts, 1977 to 1988, provided that such persons are willing to accept office. The number of persons so selected shall be such number as will comprise one third of the members of the Boards of each of the existing companies, or shall be at least two persons, whichever is the greater.".
In the Bill, there are a number of arrangements being made about the election and appointment of directors which confuse me. Section 8 requires the directors of the holding company on appointment to cease to be directors of the existing companies. Does that resignation preclude them from participating as directors of what are now known as the existing companies but will have a different nomenclature in the future? I would like clarification on that point.
My amendment is based on the position in CIE. I recognise that in section 9 the Minister is adding to the original draft of the Bill. It now says that for the purposes of that subsection "the directors shall include a representative of employee interests". I want to establish that "a representative" does not preclude more than one representative. I recognise that even elected worker directors are appointed by the Minister but I want clarification that subsection (3) could allow a Minister to have worker directors elected before appointment. My amendment states that, notwithstanding the provisions of subsections (1) and (3), the person selected should be appointed under the procedures of previous legislation and that the number of persons so selected shall be such numbers as will comprise one third of the members of the board of each of the existing companies or two, whichever is the greater number.
In my Second Stage contribution, I recognised the serious commitment the Minister has given. I realise that he has received much criticism over the last year. It is obvious that, whether people agreed or disagreed, there was total commitment from the Minister and the worker representatives who were dealing with the issue, and they all took flak from both sides. From his dealings with the workers' representatives involved, the Minister should have nothing but the greatest sense of security in having them represented on the boards of what I call the sub-companies — not the group companies but Aer Lingus, Aer Rianta Shannon and the various subsidiaries which need to be reflected in the new pyramid structure of the board. As it stands, this piece of legislation allows worker directors to be elected to what is now the main group board. The previous position was that they were members of Aer Rianta and Aer Lingus and were simultaneously elected and appointed to both. The boards always met together. The Minister might tell me the position is exactly the same as what existed before but under a different name. However, in the structure and operation of the company, the boards of the other companies in the group will now have more authority.
Aer Rianta Shannon will have extraordinary authority over, for example, the transatlantic route. I do not know whether decisions made by Aer Rianta Shannon will be subject to the main group board. Obviously there will be a certain level of accountability. What I am saying is in line with Government policy, with the aspirations of the 1977 and 1978 Acts relating to worker participation and with commitments given in previous discussions with the Minister on what was then called sub-board participation.
If one calls the group board the main board and the other boards sub-boards — I recognise they are not sub-boards, they are companies in their own right — in terms of an analogy, it would be the same operation in the pyramid structure of a company. Workers should also be represented in the same way in the decision making process. In fact, they will now be taken out of the decision making process at company level, unless the Minister has something in mind. I recognise the flexibility which the Minister has under the Act. Perhaps my fears could be allayed by clarification from the Minister and an indication as to whether he intends to include workers on the boards of Aer Lingus, Aer Rianta Shannon and the other companies, including the holding company for the subsidiaries. That would make a huge difference.
On a practical level, does the Minister accept it is not healthy that final decisions of the board of directors of one of the companies require ratification by the group board in terms of the synergy operating in a group of companies, if it is the only time worker directors have an input? If, for example, the board of Aer Rianta Shannon decides it is no longer interested in the Shannon stopover, but wants to develop Shannon as a base where all planes would come, and the Dublin-Shannon-Chicago route becomes the Shannon-Chicago route, it would not be in anyone's interest and worker directors might have greater autonomy than others to make decisions and vote. Furthermore, there would be a geographical influence in the composition of that board and anyone with any political wit could see that the Minister would be under pressure to ensure local representation on that board.
If the decisions of the sub-companies are taken by boards which do not include the proper quota of duly elected worker directors, nobody will win. My amendment ensures that those elected as worker directors to the group board will also be appointed as worker directors to the boards of the other companies, such as Aer Lingus, Aer Rianta Shannon and the holding company for the subsidiaries. It would result in a level of cohesion and responsibility which would fit in with the general structure and shape of those companies.
I have raised a number of issues which require clarification. I did not read the debate which took place in the other House so I am probably covering ground already dealt with. Under section 8 of the Bill workers who are members of the board of Aer Rianta must resign on appointment to the new group board. Could the Minister clarify whether that excludes them from being re-appointed as worker directors or in some other capacity to the new board of Aer Rianta Shannon? In the new section 3, the word "a" in regard to a representation of employee interests worries me. I know the literal interpretation of "a" means at least one, but I want to be sure it does not mean only one, if the Minister decides otherwise. I ask the Minister to clarify whether that allows someone to be appointed following an election. Although I have not studied every line of this Bill, I do not see anything in it which would prevent this from happening. My amendment allows for such matters to be considered.