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22 1942

CENTRAL BANK ACT, 1942

PART III.

The Board of Directors of the Bank.

Appointment, tenure of office, etc., of the Governor.

19. —(1) The Governor shall be appointed by the President on the advice of the Government and shall receive such remuneration and allowances and be subject to such conditions of service as the Board shall from time to time determine.

(2) The term of office of every Governor shall (unless he sooner dies, resigns, is removed, or becomes disqualified) be seven years from, in the case of the first Governor, the appointed day or, in the case of every subsequent Governor, the expiration by effluxion of time or the earlier cesser from any cause (as the case may be) of the tenure of office of his predecessor.

(3) A Governor retiring on the expiration by effluxion of time of his term of office shall be eligible for re-appointment.

(4) The following provisions shall apply and have effect in relation to every Governor, that is to say:—

(a) he shall, during his term of office, be disqualified from being nominated or elected and for sitting or receiving payment as a member of Dáil Eireann or of Seanad Eireann or as Uachtarán;

(b) he shall, during his term of office, be ineligible for election as a director of any bank whatsoever;

(c) if, at the time of his appointment, he is a director of any bank whatsoever, he shall divest himself of such directorship within ten days after his appointment and, if he fails so to do, he shall at the expiration of such ten days be disqualified from holding the office of Governor;

(d) if and whenever he is adjudged bankrupt (whether in the State or in any other country) or makes a composition or arrangement with his creditors or is sentenced by a court of competent jurisdiction to suffer imprisonment or penal servitude, he shall forth-with become and be disqualified from holding the office of Governor.

(5) In the next preceding sub-section of this section the expression “any bank whatsoever” does not include an international bank formed wholly or mainly by banks which are the principal currency authority in their respective countries.

Prohibition of the Governor holding shares in a bank.

20. —(1) Every person appointed to be Governor shall within three months after his appointment absolutely sell or otherwise dispose of all shares in any bank which he shall, at the time of his appointment, own or be interested in for his own benefit.

(2) If and whenever any shares in a bank shall come to or vest in the Governor by will or succession for his own benefit, he shall, within three months after the same shall have so come to or vested in him, absolutely sell or otherwise dispose of the same or his interest therein.

(3) The Governor shall not purchase, take or become interested in for his own benefit any shares in any bank.

(4) If the Governor shall retain, purchase, take, or become or remain interested in any shares in any bank in contravention of this section he shall forthwith become and be disqualified from holding the office of Governor.

(5) In this section the word “bank” includes a bank incorporated outside the State as well as a bank incorporated in the State, and references to shares in a bank shall be construed as including stock, shares, debentures, debenture stock, bonds, or other securities of such bank.

Removal of the Governor.

21. —(1) If the Governor becomes by ill-health permanently incapacitated for performing his duties as Governor he may be removed from office by the President on the advice of the Government.

(2) If the Board, by unanimous vote of all the Directors, requests the President to remove the Governor from office for cause stated, it shall be lawful for the President on the advice of the Government to remove the Governor from office.

The Deputy Governor.

22. —(1) Whenever the Governor is temporarily unable, by reason of absence, ill-health, or any other cause, to discharge the duties of his office, he may appoint any one of the Directors to act as Deputy Governor during such inability and, if he fails so to do, the Board may appoint any one of the Directors to act as aforesaid.

(2) Whenever the office of Governor becomes vacant, the Board may appoint any one of the Directors to act as Deputy Governor during such vacancy, but no Director so appointed shall act as Deputy Governor after the expiration of three months from the occurrence of the vacancy which occasioned his appointment.

(3) A Director appointed under this section to act as Deputy Governor shall, while so acting, have, exercise, and perform such of the rights, powers, and duties of the Governor as shall be delegated to him by the Governor or, where he is appointed by the Board, by the Board.

(4) A Director appointed under this section to act as Deputy Governor shall, while so acting, be paid such (if any) remuneration and allowances as the Board shall determine.

(5) A Director appointed under this section to act as Deputy Governor shall not, by reason of such appointment, vacate his office as Director.

Appointment, remuneration, etc. of the Directors.

23. —(1) The Directors shall be appointed by the Minister.

(2) The banking Directors shall be appointed from a panel prepared for the purpose by representatives of the Associated Banks in accordance with this Act.

(3) The Civil Service Regulation Acts, 1924 and 1926, shall not apply to a Director.

(4) Every Director shall receive such remuneration and allowances and be subject to such conditions of service as the Minister shall from time to time determine having regard to the prevailing standards of the Associated Banks in fixing the remuneration, allowances, and conditions of service of their directors.

(5) Every Director shall be ordinarily resident within the State, and a person who is not so resident shall not be eligible for appointment as a Director.

(6) A Director shall, while he holds that office, be disqualified from being nominated or elected and from sitting or receiving payment as a member of Dáil Eireann or of Seanad Eireann or as Uachtarán.

(7) A Director (other than a banking Director) shall, while he holds that office, be ineligible for election as a director of any bank whatsoever and shall, if at the time of his appointment he is a director of any bank whatsoever, divest himself of such directorship within ten days after his appointment and, if he fails so to do, he shall at the expiration of such ten days be disqualified from holding the office of Director.

Tenure of office of the Directors.

24. —(1) Of the first banking Directors—

(a) one, to be selected by lot at the first meeting of the Board, shall, unless he sooner dies, resigns, or becomes disqualified, hold office for two years from the appointed day, and

(b) one other, also to be selected by lot at the first meeting of the Board, shall, unless he sooner dies, resigns, or becomes disqualified, hold office for four years from the appointed day.

(2) Of the first Directors who are neither banking Directors nor service Directors—

(a) one, to be selected by lot at the first meeting of the Board, shall, unless he sooner dies, resigns, or becomes disqualified, hold office for one year from the appointed day, and

(b) one other, also to be selected by lot at the first meeting of the Board, shall, unless he sooner dies, resigns, or becomes disqualified, hold office for three years from the appointed day.

(3) Subject to the provisions of the two foregoing sub-sections of this section, every Director (other than a service Director and a Director appointed to fill a casual vacancy) shall, unless he sooner dies, resigns, or becomes disqualified, hold office for five years from (as the case may require) the appointed day or the expiration by effluxion of time of the term of office of his predecessor.

(4) Every Director (other than a banking Director or a service Director) who, after the appointment of the first Directors, is appointed for a purpose other than filling a vacancy amongst the Directors (other than as aforesaid) shall hold office for five years from the day as on and from which he is appointed.

(5) Every service Director, shall hold office at the pleasure of the Minister and may be removed by the Minister at any time.

(6) A person appointed to fill a casual vacancy in the office of Director (other than the office of a service Director) shall hold office for the residue of the term for which the Director whose death, resignation, or disqualification created the vacancy would have held office if he had not died, resigned, or become disqualified.

Disqualification of Directors.

25. —If and whenever a Director other than a service Director—

(a) becomes by ill-health permanently incapacitated for performing his duties as such Director, or

(b) is adjudged bankrupt (whether in the State or in any other country) or makes a composition or arrangement with his creditors, or

(c) is sentenced by a court of competent jurisdiction to suffer imprisonment or penal servitude, or

(d) ceases to be ordinarily resident within the State, or

(e) absents himself from all meetings of the Board for a period of six months without the permission of the Board,

he shall forthwith become and be disqualified from holding the office of Director.

Panel for appointment of the first banking Directors.

26. —(1) Not more than thirty nor less than ten days before the appointed day, the Minister shall appoint a time and place (in this section referred to as the appointed time and place) for the meeting of representatives of the Associated Banks for the election of the panel from which the first banking Directors are to be appointed.

(2) The Minister shall cause every Associated Bank to be informed in writing of the appointed time and place.

(3) Every Associated Bank may cause one, and only one, representative nominated by it in that behalf to attend at the appointed time and place, and the several such representatives who attend at that time and place shall then or within three days thereafter elect, in accordance with the Rules contained in the Second Schedule to this Act, a panel of six persons eligible and willing to act as banking Directors, and shall forthwith communicate to the Minister in accordance with the said Rules the names of the six persons so elected.

(4) If a panel is duly elected in accordance with the foregoing provisions of this section, the first banking Directors shall be appointed from amongst the persons so elected to such panel.

(5) If the said representatives of the Associated Banks who attend at the appointed time and place fail to elect in accordance with this section the said panel of six persons or if no representatives of the Associated Banks attend at the appointed time and place, it shall be lawful for the Minister to appoint such three eligible persons as he shall think proper to be the first banking Directors, but subject to the restrictions that, if and so far as eligible and suitable persons willing to act can be found amongst the directors of the several Associated Banks, no person who is not a director of an Associated Bank shall be appointed by the Minister under this sub-section, and in any event no person who is in the permanent service of the State shall be so appointed.

Panel for the appointment of banking Directors other than the first such Directors.

27. —(1) Not more than thirty nor less than ten days before the expiration by effluxion of time of the term of office of a banking Director and also as soon as conveniently may be after the office of a banking Director becomes vacant otherwise than by effluxion of time, the Board shall notify every Associated Bank in writing of such prospective or actual vacancy and shall in such, notification request such Associated Bank to cause one, and only one, representative to attend at a time and place (in this section referred to as the appointed time and place) appointed by the Board and stated in such notification to elect a panel of three persons from amongst whom such vacancy may be filled.

(2) Whenever two or three vacancies amongst the banking Directors occur at or about the same time, the Board may, if they think it convenient so to do, send to every Associated Bank one, and only one, notification under the foregoing sub-section of this section in respect of all such vacancies, and where the Board so send only one such notification they shall, in such notification, state that the representatives attending at the appointed time and place are required to elect, if there are two and only two such vacancies, a panel of five persons or, if there are three such vacancies, a panel of six persons from amongst whom such vacancies may be filled.

(3) The several representatives of the Associated Banks (not being more than one representative from each such Bank) who attend at the appointed time and place shall then or within three days thereafter elect, in accordance with the Rules contained in the Second Schedule to this Act, a panel of persons eligible and willing to act as banking Director and shall forthwith communicate to the Minister and to the Board the names of the persons so elected.

(4) The panel to be elected in pursuance of the next preceding sub-section of this section shall be, if there is only one vacancy to be filled, a panel of three persons or, if there are two and only two vacancies to be filled, a panel of five persons, or, if there are three vacancies to be filled, a panel of six persons.

(5) If a panel is duly elected in accordance with the foregoing provisions of this section, the said vacancy or vacancies (whether prospective or actual) shall be filled from amongst the persons so elected to such panel.

(6) If the said representatives of the Associated Banks who attend at the appointed time and place fail to elect in accordance with this section the said panel or if no representatives of the Associated Banks attend at the appointed time and place, it shall be lawful for the Minister to appoint such eligible person or persons as he shall think proper to fill the said vacancy or vacancies, but subject to the restrictions that, if an eligible and suitable person or if and so far as eligible and suitable persons willing to act can be found amongst the directors of the several Associated Banks, no person who is not a director of an Associated Bank shall be appointed by the Minister under this sub-section, and in any event no person who is in the permanent service of the State shall be so appointed.

Notices of vacancies and appointments of certain Directors.

28. —(1) This section applies only to Directors who are neither banking Directors nor service Directors.

(2) Not less than ten days before the expiration by effluxion of time of the term of office of a Director to whom this section applies the Board shall notify the Minister of such prospective vacancy.

(3) As soon as may be after the Board becomes aware that the office of a Director to whom this section applies has become vacant otherwise than by effluxion of time, the Board shall notify the Minister of such vacancy.

(4) Whenever the Minister appoints a person to be a Director to whom this section applies he shall cause notice of such appointment having been made and of the name and other particulars of the person appointed to be given forthwith to the Board.

(5) Whenever a Director to whom this section applies ceases by any means to hold office as such Director and the Minister determines to reduce the number of such Directors and for that purpose not to fill the vacancy occasioned by such cesser, such cesser shall for the purposes of this Act (except this section) be deemed not to have occasioned a vacancy in the membership of the Board.

(6) Whenever the Minister, for the purpose of reducing the number of Directors to whom this section applies, determines not to fill a vacancy which has occurred amongst those Directors, he shall cause the Board to be informed of such determination.

Prohibition of certain Directors holding shares in a bank.

29. —(1) This section applies to all Directors except banking Directors.

(2) A Director to whom this section applies shall within three months after his appointment absolutely sell or otherwise dispose of all shares in any bank which he shall, at the time of his appointment, own or be interested in for his own benefit.

(3) If and whenever any shares in a bank shall come to or vest in a Director to whom this section applies by will or succession for his own benefit, he shall within three months after the same shall have so come to or vested in him, absolutely sell or otherwise dispose of the same or his interest therein.

(4) A Director to whom this section applies shall not purchase, take, or become interested in for his own benefit any shares in any bank.

(5) If a Director to whom this section applies shall retain, purchase, take, or become or remain interested in any shares in any bank in contravention of this section he shall forthwith become and be disqualified from holding the office of Director.

(6) In this section the word “bank” includes a bank incorporated outside the State as well as a bank incorporated in the State and references to shares in a bank shall be construed as including stock, shares, debentures, debenture stock, bonds, or other securities of such bank.

Operation of disqualification of the Governor or a Director.

30. —(1) No disqualification of the Governor or a Director under any provision of this Act shall operate to remove him from his office until a resolution has been passed by the Board declaring him to be disqualified on a stated ground from holding his said office.

(2) No member of the Board shall vote on a resolution under this section in relation to his own disqualification.

Oath of secrecy to be taken by the Governor, Directors, and officers.

31. —(1) The Governor and every Director and also every officer of the Bank shall, immediately after his appointment and before he begins to act as Governor or Director or as such officer, take and subscribe before a Peace Commissioner an oath in the following form:—

“I, __________, do solemnly swear that I will not disclose any information relative to the business, records, or books of any bank which may come to my knowledge by virtue of my position as the Governor or a Director or an officer of the Central Bank of Ireland, except to such persons only as shall act in the execution of the statutes regulating the said Bank and where it shall be necessary to disclose the same to them for the purposes of any such statute.”

(2) Every person who, having been appointed to be the Governor or a Director or being or having been appointed to be an officer of the Bank, acts as the Governor or a Director or as such officer (as the case may be) before he has taken the oath required by this section shall be guilty of an offence under this section and shall be liable on summary conviction thereof to a fine not exceeding one hundred pounds.

(3) Every officer of the Commission who on the appointed day becomes an officer of the Bank by virtue of this Act shall take, the oath required by this section on or as soon as conveniently may be after the appointed day, and if he so takes the said oath he shall be deemed to have complied with this section and shall not be liable to any penalty for acting as an officer of the Bank before having taken the said oath.

Procedure of the Board.

32. —(1) The Board may, by rules or otherwise as it thinks fit, regulate its own procedure.

(2) Four members of the Board personally present shall form a quorum at a meeting of the Board.

(3) The Board may act notwithstanding one or more vacancies in its membership.

(4) At any meeting of the Board the Governor may, in the event of an equality of votes, exercise a second or casting vote.

Compensation and superannuation of Chairman, Commissioners, Governor, and Directors.

33. —(1) The Commission may, at any time before the appointed day, make, with the approval of the Minister, a scheme providing for the following things, that is to say:—

(a) the grant by the Bank of compensation for loss of office to the person who is the Chairman of the Commission immediately before the appointed day, provided that person is not appointed to be the Governor as on and from the appointed day, and

(b) the grant by the Bank of compensation for loss of office to any person who is, immediately before the appointed day, a member of the Commission holding office otherwise than at the pleasure of the Minister and does not become a Director holding office as on and from the appointed day, and

(c) the grant by the Bank of a superannuation allowance or gratuity to or for the benefit of every Governor who ceases to hold office otherwise than by becoming disqualified, and

(d) the grant by the Bank of a superannuation allowance or gratuity to or for the benefit of every Director (other than a service Director) who devotes the whole of his time to his duties as such Director and ceases to hold office otherwise than by becoming disqualified.

(2) If the Commission does not make under the foregoing sub-section of this section such scheme as is mentioned in that sub-section, it shall be lawful for the Board to make, with the approval of the Minister, such scheme on or at any time after the appointed day.

(3) The Bank shall carry into effect the scheme made under the foregoing provisions of this section.

(4) A scheme made under this section may provide that a Governor who has held office as Chairman of the Commission may, for the purposes of such scheme, add his period of service as such Chairman to his period of service as Governor and reckon both those periods as one continuous period of service as Governor.