First Previous (INDUSTRIAL CREDIT ACT, 1933)

25 1933

INDUSTRIAL CREDIT ACT, 1933

SCHEDULE.

Conditions to which the Company is to Conform.

1. The Memorandum and Articles of Association of the Company shall be subject to the approval of the Minister after consultation by him with the Minister for Industry and Commerce.

2. The Memorandum of Association of the Company shall provide—

(a) that the name of the Company shall be the Industrial Credit Company, Limited;

(b) that the registered office of the Company shall be situate in Dublin;

(c) that the principal objects of the Company shall include the acquisition, underwriting, holding, selling and otherwise dealing of or with shares, stocks, debentures, and other securities issued by any company, registered in Saorstát Eireann under the Companies Acts, 1908 to 1924, whose principal object is the carrying on in Saorstát Eireann of any trade or industry, and shall also include the lending or advancing money upon such security as the directors of the Company may think proper to any person engaged in or proposing to engage in Saorstát Eireann in any trade or industry for the purposes of establishing, carrying on, or extending such trade or industry;

(d) that the liability of the members of the Company shall be limited;

(e) that the amount of the share capital of the Company shall be five million pounds which shall be divided into shares of one pound each or such other denomination or such denominations as shall be specified in the said Memorandum.

3. The Articles of Association of the Company shall specify the number of directors (including the chairman) of the Company and the number so specified shall be seven or five.

4. The Articles of Association of the Company shall provide—

(a) that, so long as the Minister holds not less than one half (in nominal value) of the issued shares of the Company—

(i) in case the number of the directors of the Company is seven, four of the said directors shall be nominated by the Minister from time to time as occasion requires,

(ii) in case the number of directors of the Company is five, three of the said directors shall be nominated by the Minister from time to time as occasion requires,

(iii) the Chairman of the directors shall be nominated from time to time by the Minister from amongst the directors nominated by him;

(b) that there shall be a managing director of the Company, and, subject to the next following sub-paragraph, the directors of the Company shall from time to time appoint one of their body to be managing director of the Company;

(c) that the first managing director of the Company shall be such one of the directors of the Company as the Minister may appoint and shall hold the office of managing director for such period, not exceeding five years, on such terms, and subject to such conditions as the Minister may direct;

(d) that the Company shall have power for the purposes of the Company to raise money by means of debentures, subject however as follows:—

(i) the amount so raised shall not exceed at any time the paid up share capital of the Company, and

(ii) the said power shall not, without the consent of the Minister, be exercisable at any time while the Minister holds more than one-fifth (in nominal value) of the issued shares of the Company;

(e) that, so long as the Minister holds any shares of the Company, no person shall be capable of being appointed auditor of the Company unless the approval of the Minister to the nomination of such person to the office of auditor has been given.