Next (SCEIDEAL. SCHEDULE. An C-aont. The Agreement.)

31 1938

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Number 31 of 1938.


INSURANCE (AMENDMENT) ACT, 1938.


ARRANGEMENT OF SECTIONS

Section

1.

Definitions.

2.

The transfer date.

3.

Confirmation of the Scheduled Agreement.

4.

Memorandum and Articles of Association of the Terminating Company.

5.

Payment by the Minister for Finance of deficiencies of Participating Companies.

6.

Shares of the Terminating Company held by the Minister for Finance or his nominees.

7.

Transfer of life and industrial assurance businesses of Participating Companies to the Terminating Company.

8.

Transfer of assets of Participating Companies to the Terminating Company.

9.

Provisions in relation to persons employed by Participating Companies.

10.

Provisions in aid of ascertainment of indebtedness of Participating Companies.

11.

Protection of directors of the Terminating Company and the Permanent Company.

12.

Provisions in relation to the first balance sheet and accounts of the Terminating Company.

13.

Appointment of auditors by the Terminating Company.

14.

The Permanent Company.

15.

Shares of the Permanent Company held by the Minister for Finance or his nominees.

16.

Appointment of auditors by the Permanent Company.

17.

Grant of assurance licences to the Terminating Company and the Permanent Company.

18.

Partial relief from certain provisions of the Act of 1936.

19.

Adoption of Scheduled Agreement by other assurance companies.

20.

Partial repeal of the Act of 1936.

21.

Commencement and retrospective operation.

22.

Short title and citation.

SCHEDULE.


Act Referred to

Insurance Act, 1936

No. 45 of 1936

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Number 31 of 1938.


INSURANCE (AMENDMENT) ACT, 1938.


AN ACT TO CONFIRM AND GIVE STATUTORY EFFECT TO AN AGREEMENT MADE BETWEEN CERTAIN ASSURANCE COMPANIES FOR THE TRANSFER OF THEIR LIFE ASSURANCE BUSINESS AND THEIR INDUSTRIAL ASSURANCE BUSINESS TO A SINGLE COMPANY, TO MAKE PROVISION FOR DIVERS MATTERS ARISING OUT OF OR CONSEQUENTIAL ON THE SAID AGREEMENT, INCLUDING THE MAKING OF SIMILAR AGREEMENTS BY OTHER ASSURANCE COMPANIES, AND TO AMEND THE LAW RELATING TO ASSURANCE BUSINESS. [14th December, 1938.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

Definitions.

1. —(1) In this Act—

the expression “the Act of 1936” means the Insurance Act, 1936 (No. 45 of 1936);

the expression “the Scheduled Agreement” means the Agreement bearing date the 13th day of September, 1938, and made between the Participating Companies of which a copy is set forth in the Schedule to this Act;

the expression “the Participating Companies” means the City of Dublin Assurance Company, Limited, the Irish Life and General Assurance Company, Limited, the Irish National Assurance Company, Limited, and Comhlucht Urrudhais Mumhan agus Laighean, Teoranta;

the expression “the Terminating Company” means the company which is required by the Scheduled Agreement to be promotedby the Participating Companies and to be incorporated and registered with the name of the Industrial and Life Assurance Amalgamation Company, Limited, and is referred to in the Scheduled Agreement as the Terminating Company;

the expression “the Permanent Company” means the company which is required by the Scheduled Agreement to be promoted by the Terminating Company and to be incorporated and registered with the name of the Irish Assurance Company, Limited, and is referred to in the Scheduled Agreement as the Permanent Company.

(2) Every word and expression to which a particular meaning is given by the Act of 1936 for the purposes of that Act has in this Act the meaning so given to it.

The transfer date.

2. —(1) As soon as conveniently may be after the passing of this Act, the Minister for Industry and Commerce shall by order appoint, in pursuance of Article 12 of the Scheduled Agreement, a day to be the transfer date for the purposes of the Scheduled Agreement and this Act.

(2) In this Act the expression “the transfer date” means the day appointed by the Minister for Industry and Commerce under this section to be the transfer date for the purposes aforesaid.

Confirmation of the Scheduled Agreement.

3. —The Scheduled Agreement is hereby confirmed, and for that purpose it is hereby declared and enacted as follows, that is to say:—

(a) the Scheduled Agreement shall have statutory effect and shall be binding on every of the Participating Companies as fully as if it had been enacted in this Act;

(b) the directors of each of the Participating Companies shall have and be deemed always to have had power, notwithstanding anything contained in the Memorandum of Association or the Articles of Association of their company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, or in any other enactment, to enter into the Scheduled Agreement on behalf of their company and to bind their company thereby;

(c) it shall be the duty of every of the Participating Companies, and they are hereby respectively empowered. to carry out the Scheduled Agreement so far as the provisions thereof are to be performed by them respectively;

(d) it shall be the duty of the Terminating Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it;

(e) it shall be the duty of the Permanent Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it.

Memorandum and Articles of Association of the Terminating Company.

4. —(1) The Memorandum of Association and the Articles of Association of the Terminating Company shall be so framed as to conform with the provisions relating thereto contained in the Scheduled Agreement, and neither the said Memorandum nor the said Articles shall be invalidated or rendered unlawful merely by reason of anything done in relation thereto or inserted therein or omitted therefrom in compliance with the Scheduled Agreement or this Act.

(2) Notwithstanding anything contained in the Companies Acts, 1908 to 1924, the Articles of Association of the Terminating Company may provide that the first ordinary general meeting of that Company shall be held not later than the 30th day of June, 1940.

(3) Notwithstanding anything contained in the Companies Acts, 1908 to 1924 no alteration, of the Memorandum of Association or the Articles of Association of the Terminating Company which is made while the Minister for Finance holds any of the shares of that Company shall be valid or effectual unless the consent of the Minister for Industry and Commerce to such alteration is given before the alteration is made

(4) So long as the Minister for Finance holds any of the shares of the Terminating Company, the Minister for Industry and Commerce shall not consent to any alteration of the Memorandum of Association or of the Articles of Association of that Company without previous consultation with the Minister for Finance in regard to such alteration.

Payment by the Minister for Finance of deficiencies of Participating Companies.

5. —(1) It shall be lawful for the Minister for Finance to pay from time to time to the Terminating Company all such sums as he is required by the Scheduled Agreement so to pay in respect of the difference referred to in the Scheduled Agreement as “the deficiency”, that is to say, the amount by which the valuation of the assets to be transferred by a Participating Company to the Terminating Company falls short of the amount of the liability (as defined in the Scheduled Agreement) of such Participating Company.

(2) All sums which the Minister for Finance is authorised by the foregoing sub-section of this section to pay to the Terminating Company shall be issued and paid out of the Central Fund or the growing produce thereof.

(3) In order to make the payments authorised by this section, the Minister for Finance may borrow on the security of the Central Fund or the growing produce thereof such sums as shall be required for that purpose, and the said Minister may, for the purpose of such borrowing, create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption, or otherwise as he thinks fit and shall pay all moneys so borrowed into the Exchequer.

Shares of the Terminating Company held by the Minister for Finance or his nominees.

6. —(1) Every share of the Terminating Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.

(2) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of the Minister for Finance, that is to say:—

(a) it shall be lawful for the Minister for Finance to do all or or any of the following things in respect of A shares of the Terminating Company which are for the time being standing in his name, that is to say:—

(i) to hold all or any of such shares for so long as he shall think fit,

(ii) to transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold as his nominee the shares so transferred,

(iii) to sell all or any of such shares;

(b) it shall be lawful for the said Minister to hold all B shares of the Terminating Company for the time being standing in his name, but it shall not be lawful for the said Minister to sell or otherwise dispose of any such shares save that he may, whenever he so thinks fit, transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold for him the shares so transferred;

(c) save as is otherwise provided by this section, it shall be lawful for the said Minister to exercise, in respect of all or any shares of the Terminating Company for the time being standing in his name, all or any of the rights and powers from time to time exercisable by the holder of such shares, and, where such rights or powers are exercisable by attorney, to exercise such rights or powers, whenever he so thinks fit, by his attorney;

(d) all dividends and other moneys received by the said Minister in respect of shares of the Terminating Company standing in his name and also the net proceeds of all such shares sold by him shall be paid into the Exchequer.

(3) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of a nominee for the Minister for Finance that is to say:—

(a) every such nominee shall hold upon trust for the said Minister all shares of the Terminating Company for the time being vested in him as such nominee and shall dispose of such shares in such manner as the said Minister shall from time to time direct in writing;

(b) every such direction by the said Minister shall be a good and lawful authority and discharge to the nominee to whom it is given for everything done by him in accordance therewith, and such nominee shall not be entitled or concerned to inquire whether such direction was or was not lawfully given;

(c) it shall be lawful for the said Minister to direct a nominee to sell all or any of the A shares of the Terminating Company for the time being vested in him as such nominee;

(d) the said Minister shall not direct a nominee to sell any B shares of the Terminating Company;

(e) it shall be lawful for the said Minister to direct a nominee to transfer all or any of the shares of the Terminating Company for the time being vested in him as swell nominee either (as shall be specified in such direction) to the said Minister or to a person (in this section also referred to as a nominee) selected by the said Minister to hold such shares as his nominee;

(f) every nominee shall, in the exercise of the rights and powers exercisable in respect of the shares of the Terminating Company for the time being vested in him as such nominee, act in all respects in accordance with the directions of the said Minister;

(g) every nominee shall pay into the Exchequer in such manner as the said Minister shall direct, all dividends and other moneys received by him in respect of shares of the Terminating Company for the time being vested in him as such nominee and also the net proceeds of the sale by him of any such shares.

(4) This section shall apply to the personal representative of a deceased nominee in like manner as it applies to a living nominee, and accordingly the word “nominee” shall in this section be construed (wherever the context so admits) as including the personal representative of a deceased nominee.

Transfer of life and industrial assurance businesses of Participating Companies to the Terminating Company.

7. —(1) On the transfer date, the life assurance business and the industrial assurance business of every Participating Company shall, by virtue of this section, be transferred to and vest in the Terminating Company.

(2) For the purpose of giving full effect to the foregoing sub-section of this section, the following provisions shall have effect, that is to say:—

(a) the transfer effected by the said sub-section of the life assurance business and the industrial assurance business of a Participating Company shall, notwithstanding anything contained in the Memorandum of Association of that Company, be effectual to bind all shareholders in and all creditors and debtors of the said Participating Company and all persons interested in or in respect of policies issued by that Company;

(b) subject to the provisions of this sub-section in relation to profit-sharing rights, every policy of life assurance and every policy of industrial assurance issued by a Participating Company, which, immediately before the transfer date is subsisting and has not matured (in this section referred to as an existing policy), shall, on the transfer date, become and be a policy of life assurance or a policy of industrial assurance (as the case may require) of the Terminating Company, and every right and every liability of such Participating Company in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be the right or the liability (as the case may be) of the Terminating Company and be enforceable by or against that Company in the same manner in all respects as such right or liability would have been enforceable by or against such Participating Company if the said transfer had not taken place;

(c) subject to the provisions of this sub-section in relation to profit-sharing rights, every person who was, immediately before the transfer date, the holder of an existing policy shall, on the transfer date, become and be a policy holder of the Terminating Company, and every right or liability of such person in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such person against or by the Participating Company which issued such policy and shall, on the transfer date, become and be enforceable by or against such person against or by the Terminating Company in the same manner as such right or liability would have been enforceable against or by the said Participating Company if the said transfer had not taken place;

(d) notwithstanding anything contained in either of the two next preceding paragraphs of this sub-section, all profit-sharing rights conferred by an existing policy shall cease on the transfer date, and the provisions of the Scheduled Agreement in relation to the allotment to policy-holders of bonuses out of the distributable surplus of the Terminating Company shall be deemed to be substituted for such profit-sharing rights;

(e) every right and claim existing and unsatisfied immediately before the transfer date by or against a Participating Company in respect of a policy of life assurance or of industrial assurance (not being an existing policy) issued by a Participating Company shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be enforceable by or against the Terminating Company as fully as if such policy had been issued by the Terminating Company;

(f) every debt due to a Participating Company immediately before the transfer date in relation to business of such Company transferred by this section to the Terminating Company shall, on the transfer date, cease to be payable to or recoverable by such Participating Company and shall, on the transfer date, become and be owing and payable to and recoverable by the Terminating Company and, if received by such Participating Company after the transfer date, shall be accounted for by that Company to the Terminating Company;

(g) every right of action by a Participating Company which is subsisting immediately before the transfer date and arises in relation to business of that Company transferred by this Act to the Terminating Company and is not within the provisions of any of the foregoing paragraphs of this sub-section shall, on the transfer date, cease to be enforceable by such Participating Company and shall, on the transfer date, become and be transferred to, vested in, and enforceable by the Terminating Company;

(h) it shall be lawful for the Terminating Company, with the approval of the Minister for Industry and Commerce, to issue at any time after the transfer date to any person who is for the time being the holder of an existing· policy, in lieu of such existing policy, a new policy the terms and conditions of which, in the opinion of the Minister for Industry and Commerce, are not less favourable to the assured than the terms and conditions of such existing policy.

(3) Section 13 of the Assurance Companies Act, 1909, shall not apply to the transfer effected by this section of the life assurance business and the industrial assurance business of the several Participating Companies to the Terminating Company.

Transfer of assets of Participating Companies to the Terminating Company.

8. —(1) For the purpose of transferring to the Terminating Company so much of the assets of a Participating Company as are required by the Scheduled Agreement to be so transferred, the following provisions shall have effect, that is to say:—

(a) the Terminating Company shall, so soon as conveniently may be, furnish to the Minister for Industry and Commerce a schedule containing a list (as complete as reasonably may be) of the assets of the said Participating Company to be so transferred;

(b) whenever and so often as it is found, after such schedule has been so furnished, that any assets to be so transferred have been omitted (whether intentionally or unintentionally) from such schedule, it shall be lawful for the Terminating Company to furnish to the said Minister a schedule containing a list of the assets so found to have been omitted;

(c) every schedule furnished to the said Minister under either of the foregoing paragraphs of this sub-section shall be accompanied by a certificate by or on behalf of the Terminating Company and the said Participating Company certifying that the assets stated in such schedule are assets of the said Participating Company which are required by the Scheduled Agreement to be transferred to the Terminating Company;

(d) whenever the said Minister receives from the Terminating Company any such schedule as aforesaid duly accompanied by such certificate as aforesaid, the said Minister shall forthwith make an order (in this section referred to as a vesting order) transferring the assets mentioned in such schedule from the said Participating Company to the Terminating Company and vesting them in the Terminating Company in such manner and for such estate and interest as shall be appropriate to the nature of the assets;

(e) every vesting order which is made before the transfer date shall be expressed to have, and shall have, effect as on the transfer date, and every vesting order which is made on or after the transfer date shall be expressed to have, and shall have, effect as on the date on which such order is made;

(f) every vesting order shall operate to transfer to and vest in the Terminating Company, on the date as on which such order has effect and without any other conveyance, deed or transfer, or other assurance (save transfer, where appropriate, in the books of a bank, company, corporation, or authority), all the assets purported to be so transferred by such order;

(g) (i) no stamp duty shall be payable on a vesting order;

(ii) the amount of all stamp duties paid by the Terminating Company on or in respect of any transfer or conveyance which is executed in order to supplement a vesting order shall be refunded to the said Company out of moneys provided by the Oireachtas;

(h) whenever the said Minister is satisfied that a vesting order previously made by him contains any error or mistake, the said Minister may by order amend such vesting order in such manner and as from such date as is, in his opinion, necessary or expedient for the correction of such error or mistake;

(i) in addition and without prejudice to the obligation imposed on the said Participating Company by Article 13 (a) of the Scheduled Agreement to execute and complete deeds, acts, and things, it shall be the duty of the said Participating Company to execute such documents and do such things as the said Minister shall direct for the purpose of effectuating the transfer to the Terminating Company of assets which, owing to their nature or to their being situate outside the jurisdiction of the Government or to any other cause, cannot be effectively transferred by a vesting order.

(2) Every chose-in-action (including claims to unliquidated damages arising out of torts) transferred under this section to the Terminating Company may be sued upon, recovered, or enforced by that Company in its own name, and it shall not be necessary for the Terminating Company to give notice of such transfer to the person bound by such chose-in-action.

Provisions in relation to persons employed by Participating Companies.

9. —The following provisions shall have effect in relation to all persons (in this section referred to as the said persons) who are in the employment (whether as directors, executives, members of the staff, or otherwise, and whether whole-time or part-time) of a Participating Company immediately before the transfer date, that is to say:—

(a) the provisions contained in the Scheduled Agreement in relation to the transfer to the employment of the Terminating Company or the Permanent Company or both those Companies of the said persons and in relation to the compensation or prohibition of compensation of such of the said persons as are not so transferred shall be binding on all the said persons;

(b) every of the said persons shall be entitled to take and receive for his own use all benefits to which he may be entitled under the said provisions of the Scheduled Agreement, notwithstanding that he was concerned (whether in or not in a fiduciary capacity) in the negotiations for or the making of the Scheduled Agreement;

(c) the said provisions of the Scheduled Agreement shall be deemed for all purposes to be substituted for every agreement, express or implied, between any of the said persons and the Participating Company by whom he is employed in relation to his employment, and accordingly no right or claim (other than a claim under the said provisions of the Scheduled Agreement) for remuneration, compensation, or damages arising out of or in relation to his employment shall be enforceable by any of the said persons against a Participating Company or the Terminating Company, or the Permanent Company;

(d) until the expiration of twelve months from the transfer date, it shall not be lawful for any of the said persons to whom compensation is paid in pursuance of the Scheduled Agreement to enter into or be engaged in the employment or service of any assurance company (other than the Terminating Company and the Permanent Company) in relation to life assurance business and industrial assurance business or either of those businesses and, if any of the said persons contravenes the foregoing provisions of this paragraph, he 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 together with, in the case of a continuing offence, a further fine not exceeding fifty pounds for every day upon which the offence is continued.

Provisions in aid of ascertainment of indebtedness of Participating Companies.

10. —For the purpose of so much of paragraph (ii) of Article 19 of the Scheduled Agreement as requires that the indebtedness therein referred to shall be ascertained in the like manner as in a winding-up pursuant to the Companies (Consolidation) Act, 1908, the following provisions shall have effect, that is to say:—

(a) all powers and duties which are by law vested in or imposed on a liquidator in a voluntary winding-up shall, in relation to each Participating Company and for the purpose of the ascertainment of the said indebtedness of that Company, be exercised and performed by the auditor of the Terminating Company;

(b) every claim by a creditor of a Participating Company (other than claims by policy-holders, directors, executives, or staff and claims under a policy) against such Participating Company which is not submitted to the auditor of the Terminating Company within three months after the publication by such auditor pursuant to sub-section (1) of section 188 of the Companies (Consolidation) Act, 1908, of the advertisement of notice of the meeting mentioned in that sub-section of the creditors of the said Participating Company shall be wholly void and irrecoverable.

Protection of directors of the Terminating Company and the Permanent Company.

11. —(1) Each of the directors of the Terminating Company appointed in accordance with the Articles of Association of that Company shall be entitled to carry into effect the provisions of the Scheduled Agreement notwithstanding that he is interested in the subject matter of the said Agreement or derives any profit or benefit therefrom or stands in a fiduciary position to the Terminating Company.

(2) The validity of the Scheduled Agreement shall not be prejudiced or called in question in any legal proceedings or otherwise by reason merely of the fact that any director of the Terminating Company or of the Permanent Company is interested in the subject matter of the said Agreement, or derives any profit or benefit therefrom, or stands in a fiduciary position to the Terminating Company or to the Permanent Company.

(3) None of the directors of the Terminating Company or the Permanent Company shall be liable to account to either of those Companies or to any other person for any profit or benefit derived by him under or by virtue of the Scheduled Agreement.

Provisions in relation to the first balance sheet and accounts of the Terminating Company.

12. —Notwithstanding anything contained in the Articles of Association of the Terminating Company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, the first accounts and balance sheet which the Terminating Company is required to prepare in accordance with the said Articles and Acts, and (as the case may be) to deposit with the Minister for Industry and Commerce or to furnish to the Minister for Finance, or to forward to the Registrar of Companies, shall be so prepared in respect of the period from the date of incorporation of the said Company to the 31st day of December, 1939.

Appointment of auditors by the Terminating Company.

13. —Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908, a person shall not be appointed to be an auditor of the Terminating Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.

The Permanent Company.

14. —(1) It shall be the duty of the Terminating Company and it is hereby empowered, as soon as may be after it is incorporated, to promote the Permanent Company in accordance with the provisions in that behalf of the Scheduled Agreement.

(2) The Memorandum of Association and the Articles of Association of the Permanent Company shall be so framed as to conform with the provisions relating thereto contained in the Scheduled Agreement, and neither the said Memorandum nor the said Articles shall be invalidated or rendered unlawful merely by reason of anything done in relation thereto or inserted therein or omitted therefrom in compliance with the Scheduled Agreement or this Act.

(3) Section 13 of the Assurance Companies Act, 1909, shall not apply to any transfer of assurance business from the Terminating Company to the Permanent Company.

Shares of the Permanent Company held by the Minister for Finance or his nominees.

15. —(1) Every, share of the Permanent Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.

(2) The following provisions shall apply and have effect in respect of all shares of the Permanent Company which are for the time being standing in the name of the Minister for Finance, that is to say:—

(a) it shall be lawful for the Minister for Finance to do all or any of the following things in respect of such shares, that is to say:—

(i) to hold all or any of such shares for so long as he shall think fit,

(ii) to transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold as his nominee the shares so transferred,

(iii) to sell all or any of such shares;

(b) save as is otherwise provided by this section, it shall be lawful for the said Minister to exercise, in respect of such shares, all or any of the rights and powers from time to time exercisable by the holder of such shares, and, where such rights or powers are exercisable by attorney, to exercise such rights or powers, whenever he so thinks fit, by his attorney;

(c) all dividends and other moneys received by the said Minister in respect of such shares and also the net proceeds of all such shares sold by him shall be paid into the Exchequer.

(3) The following provisions shall apply and have effect in respect of all shares of the Permanent Company which are for the time being standing in the name of a nominee for the Minister for Finance, that is to say:—

(a) every such nominee shall hold upon trust for the said Minister all shares of the Permanent Company for the time being vested in him as such nominee and shall dispose of such shares in such manner as the said Minister shall from time to time direct in writing;

(b) every such direction by the said Minister shall be a good and lawful authority and discharge to the nominee to whom it is given for everything done by him in accordance therewith, and such nominee shall not be entitled or concerned to inquire whether such direction was or was not lawfully given;

(c) it shall be lawful for the said Minister to direct a nominee to sell all or any of the shares of the Permanent Company for the time being vested in him as such nominee;

(d) it shall be lawful for the said Minister to direct a nominee to transfer all or any of the shares of the Permanent Company for the time being vested in him as such nominee either (as shall be specified in such direction) to the said Minister or to a person (in this section also referred to as a nominee) selected by the said Minister to hold such shares as his nominee;

(e) every nominee shall, in the exercise of the rights and powers exercisable in respect of the shares of the Permanent Company for the time being vested in him as such nominee, act in all respects in accordance with the directions of the said Minister;

(f) every nominee shall pay into the Exchequer in such manner as the said Minister shall direct, all dividends and other moneys received by him in respect of shares of the Permanent Company for the time being vested in him as such nominee, and also the net proceeds of the sale by him of any such shares.

(4) This section shall apply to the personal representative of a deceased nominee in like manner as it applies to a living nominee, and accordingly the word “nominee” shall in this section be construed (wherever the context so admits) as including the personal representative of a deceased nominee.

Appointment of auditors by the Permanent Company.

16. —Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908, a person shall not, so long as the Minister for Finance holds any of the B shares of the Terminating Company, be appointed to be an auditor of the, Permanent Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.

Grant of assurance licences to the Terminating Company and the Permanent Company.

17. —(1) It shall be lawful for the Terminating Company to apply under section 11 of the Act of 1936 to the Minister for Industry and Commerce for an assurance licence authorising it to carry on life assurance business and industrial assurance business, and it shall be lawful for the said Minister to grant such application under sub-section (6) of section 12 of the said Act notwithstanding that the Terminating Company does not comply with all the conditions set out in that sub-section.

(2) It shall be lawful for the Permanent Company to apply under section 11 of the Act of 1936 to the Minister for Industry and Commerce for an assurance licence authorising it to carryon life assurance business and industrial assurance business, and it shall be lawful for the said Minister to grant such application under sub-section (6) of section 12 of the said Act notwithstanding that the Permanent Company does not comply with all the conditions set out in that sub-section.

Partial relief from certain provisions of the Act of 1936.

18. —(1) Notwithstanding anything contained in the Act of 1936, neither the Terminating Company nor the Permanent Company nor any servant or agent of either of those Companies shall be liable to any proceeding, civil or criminal, or to any fine or other penalty or be otherwise prejudiced by reason of any failure, during the period commencing on the passing of this Act and ending on the 31st day of December, 1939, to collect premiums in respect of policies of industrial assurance or by reason of any failure, during the said period to comply with section 65 or section 75 of the Act of 1936.

(2) The Minister for Industry and Commerce, if he so thinks fit, may by order made before the 1st day of January, 1940, substitute the 31st day of December, 1940, for the 31st day of December, 1939, in the foregoing sub-section of this section, and, if such order is so made, the said foregoing sub-section shall be construed and have effect as if the 31st day of December, 1940, were substituted therein for the 31st day of December, 1939.

Adoption of Scheduled Agreement by other assurance companies.

19. —(1) If an assurance company (in this section referred to as an Adopting Company) which is not a participating Company, the Terminating Company, or the Permanent Company, but which carries on in Ireland the business of life assurance or the business of industrial assurance or both those businesses, enters before the transfer date into an agreement (in this section referred to as a supplemental agreement) with the Terminating Company for the transfer to the Terminating Company of the life assurance business or the industrial assurance business or both those businesses of such Adopting Company so far as such business or businesses is or are carried on in Ireland, the following provisions shall have effect, that is to say:—

(a) such supplemental agreement shall not be of any force or effect unless or until a consenting order is made in respect thereof under the next following paragraph of this sub-section;

(b) if the Minister for Industry and Commerce is satisfied that the terms on which the said business or businesses of such Adopting Company is or are transferred to the Terminating Company by such supplemental agreement are similar (save for such (if any) modifications as are approved of by the said Minister) to the terms on which the life assurance and the industrial assurance businesses of the Participating Companies are transferred to the Terminating Company by the Scheduled Agreement, the said Minister may by order (in this section referred to as a consenting order), if he so thinks proper, consent to such supplemental agreement;

(c) if and when such consenting order is made, such supplemental agreement shall have and be deemed to have had as from its date statutory effect and to be binding on the said Adopting Company and the Terminating Company as fully as if it had been enacted in this Act.

(2) If and when a consenting order has been made in respect of a supplemental agreement, the following provisions shall have effect, that is to say:—

(a) it shall be the duty of the Adopting Company which is a party to such supplemental agreement, and such Company is hereby empowered, to carry out such supplemental agreement so far as the provisions thereof are to be performed by it;

(b) if such Adopting Company is registered in Ireland under the Companies Acts, 1908 to 1924, the directors thereof shall have and be deemed always to have had power, notwithstanding anything contained in the Memorandum of Association or the Articles of Association of such Adopting Company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, or in any other enactment, to enter into such supplemental agreement on behalf of such Adopting Company and to bind that Company thereby;

(c) it shall be the duty of the Terminating Company, and that Company is hereby empowered, to carry out such supplemental agreement so far as the provisions thereof are to be performed by it;

(d) the provisions of this Act so far as they are relevant and applicable shall apply and have effect (with all necessary modifications) in relation to such Adopting Company and such supplemental agreement in like manner as they apply and have effect in relation to the Participating Companies and the Scheduled Agreement;

(e) it shall be lawful for the Terminating Company, with the approval of the Minister for Industry and Commerce, to grant, in respect of any policy of such Adopting Company which is transferred by such sup plemental agreement and this Act to the Terminating Company, such additional benefits on such terms as, in the opinion of the said Minister, are expedient and desirable and are not prejudicial to the interests of the policy-holders of the respective Participating Companies or the interests of the shareholders of those Companies respectively.

Partial repeal of the Act of 1936.

20. —Part III of the Act of 1936 and the First Schedule to that Act are hereby repealed.

Commencement and retrospective operation.

21. —This Act shall be deemed to have come into operation on and shall have effect as on and from the 14th day of September, 1938, and accordingly everything done on or after that date and before the passing of this Act which could have been lawfully done under this Act, if this Act had been in force when such thing was done, shall be deemed to have been done under or in pursuance of this Act and shall have validity and effect accordingly.

Short title and citation.

22. —(1) This Act may be cited as the Insurance (Amendment) Act, 1938.

(2) The Insurance Acts, 1909 and 1936, and this Act may be cited together as the Insurance Acts, 1909 to 1938.