Welsh Development Agency Act 1975

Section 2.

SCHEDULE 1The Welsh Development Agency

Appointment and tenure of members of the Agency and of committees

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

(a)to satisfy himself, before he appoints a person to be a member of the Agency, or gives his approval to the appointment of a person to be a member of a committee of the Agency, that he 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 of the Agency or of such a committee or whom the Secretary of State proposes to appoint as a member of the Agency or the Agency propose to appoint as a member of a committee shall, whenever required 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 deputy chairman of the Agency or as a member of a committee of the Agency 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 deputy chairman of the Agency by giving the Secretary of State a signed notice in writing stating that he resigns that office.

4Where a member becomes or ceases to be the chairman or deputy chairman, the Secretary of State may vary the terms of the instrument appointing him a member of the Agency so as to alter the date on which he is to vacate office as a member.

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

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

(a)has been absent from meetings of the Agency for a period longer than three consecutive months without the permission of the Agency, 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 of the Agency vacant.

(2)Without prejudice to the Secretary of State's power to remove the chief executive from membership of the Agency under sub-paragraph (1) above, he may declare the office of chief executive vacant if he is satisfied that a condition mentioned in that sub-paragraph is fulfilled in relation to the chief executive.

(3)The Secretary of State shall notify a declaration under sub-paragraph (1) or (2) above in such manner as he thinks fit; and thereupon the office to which it relates shall become vacant.

7A person who ceases to be a member, or ceases to be chairman or deputy chairman, of the Agency, shall be eligible for re-appointment.

Staff

8Subject to section 2(4) and (5) above, the staff of the Agency shall be appointed by the Agency, with the consent as to numbers of the Secretary of State ; and the Secretary of State shall not give his consent without the approval of the Minister for the Civil Service.

Remuneration etc.

9The Agency shall pay to each of their members and to each member of their staff or of any of their committees such remuneration and such reasonable allowances in respect of expenses as the Secretary of State may determine with the approval of the Minister for the Civil Service.

10The Agency 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 (including refunds of contributions to any pension fund with or without interest or other additions) to or in respect of such members or past members of the Agency as may be so determined.

11Where a person ceases to be a member of the Agency 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, with the approval of the said Minister, may direct the Agency to make to that person a payment of such amount as the Secretary of State may determine with the approval of the said Minister.

12(1)The Agency may, in the case of such of the persons employed by them as may be determined by the Secretary of State with the consent of the Minister for the Civil Service, pay such pensions, allowances or gratuities to or in respect of them, make such payments towards the provision of such pensions, allowances or gratuities (including refunds of contributions to any pension fund with or without interest or other additions) or provide and maintain such schemes (whether contributory or not) for the payment of such pensions, allowances or gratuities as may be determined by the Secretary of State with the approval of the said Minister.

(2)Where a person employed by the Agency and participating in a scheme for the payment of pensions, allowances or gratuities which is applicable to such persons becomes a member of the Agency, his service as a member may be treated for the purposes of the scheme as service as a person employed by the Agency, whether or not provision for or in respect of him is made under paragraph 10 above.

(3)Except so far as the Agency are satisfied that adequate machinery exists for the purpose, it shall be the duty of the Agency to seek consultation with any organisation appearing to them to be appropriate with a view to the conclusion between the Agency and that organisation of such agreements as appear to the parties to be desirable with respect to the establishment and maintenance of machinery for the settlement by negotiation of terms and conditions of employment of persons employed by the Agency, with provision for reference to arbitration in default of such settlement in such cases as may be determined by or under the agreements.

Disqualification of members of the Agency for House of Commons

13In Part II of Schedule 1 to the [1975 c. 24.] House of Commons Disqualification Act 1975 (bodies of which all members are disqualified), there shall be inserted, at the appropriate place in alphabetical order:—

• “The Welsh Development Agency”.

Proceedings

14Subject to paragraph 15 below and to any direction under section 1 above, the quorum of the Agency and of the Agency's committees and the arrangements relating to meetings of the Agency and of such committees shall be such as the Agency may determine.

15(1)A member of the Agency or of any such committee who is in any way directly or indirectly interested in a contract made or proposed to be made by the Agency, or in any other matter whatsoever which falls to be considered by the Agency or by the committee in question, shall disclose the nature of his interest at a meeting of the Agency or the committee and the disclosure shall be recorded in tne minutes of the meeting.

(2)The member shall not—

(a)in any case of any such contract, take part in any deliberation or decision with respect to the contract; and

(b)in the case of any other matter, take part in any deliberation or decision with respect to the matter if the Agency or the committee decide that the interest in question might prejudicially affect the member's consideration of the matter.

(3)For the purposes of this paragraph, a notice given by a member at a meeting of the Agency or a committee to the effect that he is a member of a specified body corporate or firm and is to be regarded as interested in any contract which is made with the body corporate or firm after the date of the notice, and in any other matter whatsoever concerning the body corporate or firm which falls to be considered after that date, shall be a sufficient disclosure of his interest.

(4)A member need not attend in person at a meeting of the Agency or a committee 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.

16The validity of any proceedings of the Agency or a committee 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 paragraph 15 above.

Incorporation of Agency and execution of instruments and contracts

17The Agency shall be a body corporate.

18The fixing of the common seal shall be authenticated by the signature of the chairman of the Agency or some other person authorised by the Agency to act for that purpose.

19A document purporting to be duly executed under the seal of the Agency shall be received in evidence and shall be deemed to be so executed unless the contrary is proved.

Stamp duty

20(1)Stamp duty shall not be chargeable on any instrument which is certified to the Commissioners of Inland Revenue by the Agency as having been made or executed for the purpose of the transfer to the Agency of securities or other property held—

(a)by or on behalf of the Crown ; or

(b)by a company all of whose shares are held by or on behalf of the Crown or by a wholly owned subsidiary of such a company.

(2)No such instrument as is mentioned in sub-paragraph (1) above shall be deemed to be duly stamped unless it is stamped with the duty for which it would but for this paragraph be liable or it has, in accordance with the provisions of section 12 of the [1891 c. 39.] Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped.

Circulars

21Section 14(1) of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 and section 13(1) of the [1940 c. 9 (N.I.).] Prevention of Fraud (Investments) Act (Northern Ireland) 1940 (prohibition on distributing circulars relating to investments) shall not apply to documents which the Agency distribute in the discharge of their functions or cause to be so distributed or have in their possession for the purposes of such distribution.

Acquisition of holdings of minority shareholders

22Section 209 of the [1948 c. 38.] Companies Act 1948 (power to acquire shares of shareholders dissenting from scheme or contract approved by majority) shall have effect in relation to the transfer of shares or any class of shares in a company to the Agency ; and references to a transferee company in that section shall be construed accordingly.