Civil Aviation Act 1971

Section 37(3).

SCHEDULE 8Additional provisions relating to constitution etc of British Airways Board

Appointment and tenure of members

1It shall be the duty of the Secretary of State—

(a)to satisfy himself, before he appoints a person to be a member, that that person will have no such financial or other interest as is likely to affect prejudicially the performance of his functions as a member ; and

(b)to satisfy himself from time to time with respect to each member that he has no such interest;

and a person who is a member or whom the Secretary of State proposes to appoint as a member shall, whenever requested by the Secretary of State to do so, furnish the Secretary of State with such information as he may specify with a view to carrying out his duty under this paragraph.

2Subject to the following provisions of this Schedule, a person shall hold and vacate office as a member or the chairman or a deputy chairman in accordance with the terms of the instrument appointing him to that office.

3A person may at any time resign his office as a member or the chairman or a deputy chairman by giving to the Secretary of State a notice in writing signed by the person in question and stating that he resigns that office.

4Where—

(a)a member becomes or ceases to be the chairman or a deputy chairman ; or

(b)a member who is also chairman of one of the corporations ceases to be chairman of that corporation,

the Secretary of State may, after consultation with the chairman of the Board in a case falling within sub-paragraph (b) of this paragraph, vary the terms of the instrument appointing the person in question to be a member so as to alter the date on which he is to vacate office as a member.

5If the chairman or a deputy chairman ceases to be a member, he shall cease to be the chairman or a deputy chairman, as the case may be.

6(1)If the Secretary of State is satisfied that a member—

(a)has been absent from meetings of the Board for a period longer than three consecutive months without the permission of the Board ; or

(b)has become bankrupt or made an arrangement with his creditors ; or

(c)is incapacitated by physical or mental illness ; or

(d)is otherwise unable or unfit to discharge the functions of a member,

the Secretary of State may declare his office as a member to be vacant and shall notify the declaration in such manner as he thinks fit; and thereupon the office shall become vacant.

(2)In the application of the preceding sub-paragraph to Scotland, for the references in paragraph (b) to a member's having become bankrupt and to a member's having made an arrangement with his creditors there shall be substituted respectively references to sequestration of a member's estate having been awarded and to a member's having made a trust deed for behoof of his creditors or a composition contract.

Remuneration etc.

7It shall be the duty of the Board to secure that the aggregate of the remuneration of a particular member in respect of his office as such and in respect of all other offices held by him as a member or a director or an employee of a member of the group is at such rate as the Secretary of State may determine with the consent of the Minister for the Civil Service.

8(1)The Board shall make such provision as may be determined by the Secretary of State with the approval of the said Minister for the payment of pensions, allowances or gratuities to or in respect of such members of the Board as may be so determined ; and any provision made in relation to a member in pursuance of this sub-paragraph shall be in addition to the provision, if any, made in relation to him by virtue of section 56 of this Act.

(2)The Secretary of State shall as soon as possible after making a determination in pursuance of the preceding sub-paragraph lay before each House of Parliament a statement containing particulars of the determination.

9Where a person ceases to be a member otherwise than on the expiry of his term of office and it appears to the Secretary of State that there are special circumstances which make it right for that person to receive compensation, the Secretary of State may with the approval of the said Minister direct the Board to make to that person a payment of such amount as the Secretary of State may determine with the approval of the said Minister.

Proceedings

10The quorum of the Board and the arrangements relating to meetings of the Board shall be such as the Board may determine.

11(1)A member who is in any way directly or indirectly interested in a contract made or proposed to be made by the Board shall disclose the nature of his interest at a meeting of the Board ; and the disclosure shall be recorded in the minutes of the meeting and the member shall not take part in any deliberation or decision of the Board with respect to that contract.

(2)A notice given by a member at a meeting of the Board to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which is made after the date of the notice with the company or firm shall, for the purposes of the preceding sub-paragraph, be a sufficient disclosure of his interest in relation to any contract so made.

(3)A member need not attend in person at a meeting of the Board in order to make a disclosure which he is required to make under this paragraph if he takes reasonable steps to secure that the disclosure is made by a notice which is taken into consideration and read at such a meeting.

12The validity of any proceedings of the Board shall not be affected by any vacancy among the members or by any defect in the appointment of a member or by any failure to comply with the requirements of the preceding paragraph.

Instruments and contracts

13The fixing of the common seal of the Board shall be authenticated by the signature of the secretary of the Board or some other person authorised by the Board to act for that purpose.

14A document purporting to be duly executed under the seal of the Board shall be received in evidence and shall, unless the contrary is proved, be deemed to be so executed.

Interpretation

15In this Schedule, except where the context otherwise requires, " the chairman ", " a deputy chairman " and " a member " mean respectively the chairman, a deputy chairman and a member of the Board and " gratuities " includes a refund of contributions to a pension fund with or without interest on or any other addition to the contributions.