Welsh Development Agency Act 1975

SCHEDULES

Section 2.

SCHEDULE 1 The Welsh Development Agency

Appointment and tenure of members of the Agency and of committees

1 It 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.

2 Subject 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.

3 A 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.

4 Where 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.

5 If 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.

7 A 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

8 Subject 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.

9 The 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.

10 The 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.

11 Where 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

13 In 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

14 Subject 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.

16 The 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

17 The Agency shall be a body corporate.

18 The 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.

19 A 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

21 Section 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

22 Section 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.

Section 7.

SCHEDULE 2 Members and staff of the Welsh Industrial Estates Corporation

Transfer of Staff

1 In the case of any person to be employed by them on and after the coming into operation of section 7 above, who immediately before that date is employed by the Welsh Industrial Estates Corporation, the Agency shall ensure that—

(a) so long as he continues in the employment of the Agency and until he is served with a statement in writing specifying new terms and conditions of employment, each such person enjoys terms and conditions of employment not less favourable, taken as a whole, than those which he enjoyed as a member of the Corporation's staff immediately before joining the Agency's staff ; and

(b) the said new terms and conditions are such that, so long as he is engaged in duties reasonably comparable to those in which he was engaged immediately before he joined the Agency's staff, the terms and conditions of his employment, taken as a whole, are not less favourable than those which he then enjoyed.

Compensation for members or staff of the Corporation

2 The Secretary of State may, out of money provided by Parliament, pay to any person who was a member of the Corporation immediately before the coming into operation of section 1 above and who is not appointed a member of the Agency such sums by way of compensation for loss of office as he may, with the consent of the Minister for the Civil Service, determine.

3 The Secretary of State shall by regulations require the Agency to pay, in such cases and to such extent as may be determined by or under the regulations, compensation to or in respect of persons hitherto employed by the Corporation who suffer loss of employment or loss or diminution of emoluments or pension rights in consequence of the provisions of this Act.

4 Different regulations may be made under paragraph 3 above in relation to different classes of persons, and any such regulations may be so framed as to have effect as from a date prior to the making thereof, so, however, that so much of any regulations as provides that any provision therein is to have effect as from a date earlier than the making thereof shall not place any person other than the Agency in at worse position that he would have been in if the regulations had been made to have effect only as from the date of the making thereof.

5 Regulations under paragraph 3 above—

(a) may prescribe the procedure to be followed in making claims for compensation, and the manner in which and the person by whom the question whether any or what compensation is payable is to be determined, and

(b) may apply, with or without modifications, the provisions of any other rules or regulations relating to similar matters.

6 The power to make regulations conferred by paragraph 3 above shall be exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Continuity of employment

7 For the purposes of—

(a) the [1965 c. 62.] Redundancy Payments Act 1965 ;

(b) the [1972 c. 53.] Contracts of Employment Act 1972; and

(c) the [1974 c. 52.] Trade Union and Labour Relations Act 1974,

there shall be deemed to have been no break in the employment of any person who is transferred to the employment of the Agency by virtue of paragraph 1 of this Schedule.

Consequential repeals

8 In section 10(1) of the [1972 c. 5.] Local Employment Act 1972 the words " and the Welsh Industrial Estates Corporation " and the words " and Wales respectively " are repealed.

Section 18.

SCHEDULE 3 Financial and administrative provisions relating to Agency

Financing of the Agency by Government

1 (1) In respect of the exercise of the functions of the Agency ¢under section 1(3)(b) and (c) above the Secretary of State may, with the consent of the Treasury pay to the Agency out of money provided by Parliament such sums (in this Schedule referred to as " public dividend capital") as the Secretary of State thinks fit.

(2) The Secretary of State may direct that so much of the debt assumed by the Agency under paragraph 7 below as he may, with the approval of the Treasury, determine shall be treated as an addition to that capital.

(3) In consideration of receiving public. dividend capital, the Agency shall make to the Secretary of State, as respects each accounting year (except such a year as respects which the Agency satisfy the Secretary of State that it is inappropriate to make a payment in pursuance of this sub-paragraph), payments of such amounts as may be proposed by the Agency and agreed by the Secretary of State, or such other amounts as the Secretary of State may determine, after consultation with the Agency ; and any sums received by the Secretary of State in pursuance of this sub-paragraph shall be paid into the Consolidated Fund.

(4) The statement of account prepared in respect of any financial year in pursuance of paragraph 4(3) below shall include particulars of the sums which in that year are paid to the Agency or are paid into the Consolidated Fund in pursuance of this paragraph.

(5) The Secretary of State shall not make a payment, signify agreement or make a determination in pursuance of this paragraph except with the approval of the Treasury.

2 The Secretary of State may, out of money provided by Parliament, pay to the Agency—

(a) such sums, without prejudice to section 12(14) above, in respect of administrative expenses relating to any of their functions, and

(b) such other sums in respect of the exercise of their functions, other than those to which the public devidend capital relates,

as he may, with the consent of the Treasury, determine.

Borrowing Powers

3 (1) The Agency may borrow money only—

(a) in accordance with sub-paragraphs (2) and (3) below, or

(b) from their wholly owned subsidiaries.

(2) The Agency may borrow temporarily, by way of overdraft or otherwise, such sums as they may require for meeting their obligations and discharging their functions—

(a) in sterling from the Secretary of State, or

(b) with the consent of the Secretary of State and the approval of the Treasury, or in accordance with any general authority given by the Secretary of State with the approval of the Treasury, either in sterling or in a currency other than sterling from a person other than the Secretary of State.

(3) The Agency may borrow otherwise than by way of temporary loan such sums as they may require for capital purposes or for fulfilling guarantees entered into by them—

(a) in sterling from the Secretary of State, or

(b) with the consent of the Secretary of State and the approval of the Treasury, in sterling from the Commission of the European Communities or the European Investment Bank, or

(c) with the like consent and approval, in any currency other than sterling from a person other than the Secretary of State.

(4) References to borrowing in this paragraph do not include borrowing under section 12 above.

Government loans to the Agency

4 (1) The Secretary of State may, with the approval of the Treasury, lend to the Agency any sums which the Agency have power to borrow from him under paragraph 3 above, and the Treasury may issue to the Secretary of State out of the National Loans Fund any sums necessary to enable the Secretary of State to make loans in pursuance of this sub-paragraph.

(2) Any loans made in pursuance of sub-paragraph (1) above shall be repaid to the Secretary of State at such times and by such methods, and interest on the loans shall be paid to him at such times and at such rates, as he may from time to time direct; and all sums received by the Secretary of State in pursuance of this sub-paragraph shall be paid into the National Loans Fund.

(3) The Secretary of State shall prepare in respect of each financial year an account of the sums issued to him in pursuance of sub-paragraph (1) above and the sums received by him in pursuance of sub-paragraph (2) above and of the disposal by him of those sums and shall send the account to the Comptroller and Auditor General before the end of the month of November next following the end of that year ; and the Comptroller and Auditor General shall examine, certify and report on the account and lay copies of it and of his report before each House of Parliament.

(4) The Secretary of State shall not make a loan or give a direction in pursuance of this paragraph except with the approval of the Treasury; and the form of the account prepared in pursuance of sub-paragraph (3) above and the manner of preparing it shall be such as the Treasury may direct.

Borrowing by wholly owned subsidiaries

5 It shall be the duty of the Agency to secure that no wholly owned subsidiary of theirs borrows money otherwise than from the Agency or from another wholly owned subsidiary of theirs, except with the consent of the Secretary of State and the approval of the Treasury.

Guarantees

6 (1) The Treasury may guarantee, in such manner and on such conditions as they think fit, the repayment of the principal of and the payment of interest on any sums which the Agency borrow from a person other than the Secretary of State.

(2) Immediately after a guarantee is given under this paragraph, the Treasury shall lay a statement of the guarantee before each House of Parliament; and where any sum is issued for fulfilling a guarantee so given, the Treasury shall lay before each House of Parliament a statement relating to that sum, as soon as possible after the end of each financial year, beginning with that in which the sum is issued and ending with that in which all liability in respect of the principal of the sum and in respect of interest on it is finally discharged.

(3) Any sums required by the Treasury for fulfilling a guarantee under this paragraph shall be charged on and issued out of the Consolidated Fund.

(4) If any sums are issued in fulfilment of a guarantee given under this paragraph, the Agency shall make to the Treasury, at such time and in such manner as the Treasury from time to time direct, payments of such amounts as the Treasury so direct in or towards repayment of the sums so issued and payments of interest, at such rate as the Treasury so direct, on what is outstanding for the time being in respect of sums so issued.

(5) Any sums received by the Treasury in pursuance of sub-paragraph (4) above shall be paid into the Consolidated Fund.

The Agency's Capital Debt

7 (1) Upon any acquisition to which this paragraph applies, the Agency shall assume a debt to the Secretary of State of such amount as may be notified to the Agency in writing by him, with the approval of the Treasury.

(2) This paragraph applies to any acquisition by the Agency—

(a) of property held—

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

(ii) 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 ; or

(b) under section 12 above,

but does not apply to the transfer of property to the Agency under section 7 above.

(3) Subject to sub-paragraph (4) below, in a case to which sub-paragraph (2)(a) above applies, the amount to be notified is the aggregate of the following, namely—

(a) the consideration given when the property was first brought into public ownership, and

(b) the costs and expenses of and incidental to its being brought into public ownership.

(4) If it appears to the Secretary of State in any such case that there has been such a change in circumstances since the property was first brought into public ownership that its true value would not be reflected by reference to the consideration mentioned in sub-paragraph (3) above, the Secretary of State, with the approval of the Treasury, shall determine the amount to be notified.

(5) In a case to which sub-paragraph (2)(b) above applies, the amount to be notified is the aggregate of the consideration for the acquisition and the costs and expenses of and incidental to it.

(6) The rate of interest payable on so much of the Agency's capital debt as the Secretary of State does not direct to be treated as an addition to the Agency's public dividend capital, and the date from which interest is to begin to accrue, the arrangements for paying off the principal, and the other terms of the debt shall be such as the Secretary of State, with the approval of the Treasury, may from time to time determine ; and different rates and dates may be determined under this sub-paragraph with respect to different portions of the debt.

(7) Any sums received by the Secretary of State under sub-paragraph (b) above shall be paid into the National Loans Fund.

Accounts of the Agency, etc.

8 (1) The Agency shall keep proper accounts and proper records in relation to the accounts and shall prepare in respect of each accounting year a statement of accounts in such form as the Secretary of State may, with the approval of the Treasury, determine.

(2) The statement of account prepared by the Agency for each accounting year shall be submitted to the Secretary of State at such time as he may direct.

(3) The Secretary of State shall, on or before 30th November in any year, transmit to the Comptroller and Auditor General the statement of account prepared by the Agency under this paragraph for the accounting year last ended.

(4) The Comptroller and Auditor General shall examine and certify the statement of account transmitted to him under this paragraph and lay before Parliament copies of the statement of account together with his report thereon.

(5) The Agency shall provide the Secretary of State with such information relating to their activities or proposed activities as he may from time to time require, and for that purpose shall permit any person authorised in that behalf by the Secretary of State or the Comptroller and Auditor General to inspect and make copies of their accounts, books, documents or papers and shall afford to that person such explanation thereof as he may reasonably require.

Annual report

9 (1) it shall be the duty of the Agency to make to the Secretary of State as soon as possible after the end of each accounting year a report dealing with the operations of the Agency during that year.

(2) It shall be the duty of the Secretary of State to lay before each House of Parliament a copy of each report received by him under this paragraph.

(3) If a report so laid sets out a direction under section 1 above which was given in connection with the Agency's functions under subsection (3)(b) or (c) of that section, but a copy of which has not been laid in accordance with subsection (11) of that section, a statement of the reason why the copy was not so laid shall be annexed to the Agency's report by the Secretary of State, and the said subsection (11) shall not apply to the direction.