Iron and Steel Act 1982

SCHEDULES

Section 1.

SCHEDULE 1 Provisions as to the Corporation

Deputy chairmen

1 The Secretary of State may appoint one or more members of the Corporation to be deputy chairman or deputy chairmen of the Corporation.

Terms of office of members

2 (1) Every member of the Corporation shall hold and vacate his office in accordance with the terms of his appointment and shall, on ceasing to be a member, be eligible for re-appointment.

(2) Any member may at any time by notice in writing to the Secretary of State resign his office.

3 (1) Before appointing a person to be a member of the Corporation, the Secretary of State shall satisfy himself that that person will have no such financial or other interest as is likely to affect prejudicially tie exercise or performance by him of his functions as a member of the Corporation.

(2) The Secretary of State shall from time to time satisfy himself with respect to every member of the Corporation that he has no such interest as is referred to in sub-paragraph (1) above.

(3) Any person whom the Secretary of State proposes to appoint as, and who has consented to be, a member of the Corporation, and any member of the Corporation, shall, whenever requested by the Secretary of State to do so, supply him with such information as the Secretary of State considers necessary for the performance by the Secretary of State of his duties under this paragraph.

4 (1) a member of the Corporation who is in any way directly or indirectly interested in a contract made or proposed to be made by the Corporation, or in any contract made or proposed to be made by a subsidiary of the Corporation, which is brought up for consideration by the Corporation, shall, as soon as possible after the relevant circumstances have come to his knowledge, declare the nature of his interest—

(a) if he is the chairman, to the Secretary of State;

(b) if he is not the chairman, to the chairman ;

(c) in any case, at a meeting of the Corporation.

(2) After a member has made a declaration under sub-paragraph (1) above in respect of any contract he shall not take part in any deliberation or decision of the Corporation with respect to the contract.

(3) A declaration made in pursuance of sub-paragraph (1)(c) above shall be recorded in the minutes of the Corporation.

Meetings and proceedings

5 The Corporation may act notwithstanding a vacancy among their members.

6 (1) The quorum of the Corporation shall be such number as the Corporation may from time to time determine, being—

(a) not less than five if the number of the members of the Corporation exceeds ten ; and

(b) not less than three if the number of the members does not exceed ten.

(2) Where any member is disqualified from taking part in any deliberation or decision of the Corporation with respect to any matter he shall be disregarded for the purpose of constituting a quorum of the Corporation for deliberating on or deciding that matter.

(3) Subject to the preceding provisions of this paragraph, the Corporation may regulate their own procedure.

Remuneration, pensions, etc. of members

7 The Corporation—

(a) shall pay to their members such remuneration (whether by way of salaries or fees) and such allowances as the Secretary of State may, with the approval of the Treasury, determine ; and

(b) as regards any members in whose case the Secretary of State may, with the approval of the Treasury, so determine, shall make provision for, or pay to or in respect of them, such pensions as may be so determined.

Compensation for loss of office

8 Where a person ceases, otherwise than on the expiry of his term of office, to be a member of the Corporation, and it appears to the Secretary of State that there are special circumstances which make it right that that person should receive compensation, the Secretary of State may, with the approval of the Treasury, require the Corporation to make to that person a payment of such amount as may be determined by the Secretary of State with the like approval.

Officers

9 The Corporation shall appoint a secretary and may appoint such other officers and such servants as they may determine.

Sealing of instruments

10 The fixing of the seal of the Corporation shall be authenticated by the signature of the secretary of the Corporation or of some other person authorised, either generally or specially, by the Corporation to act for that purpose.

11 Every document purporting to be an instrument issued by the Corporation and to be sealed as aforesaid or signed on behalf of the Corporation shall be received in evidence and be deemed to be such an instrument without further proof unless the contrary is shown.

Section 6.

SCHEDULE 2 Information Respecting Classes of Business

1 This Schedule applies to business of a kind which consists wholly or mainly in activities other than iron or steel activities and, for the purposes of this Schedule, classes of business that do not differ substantially from each other shall be treated as one class of business.

2 (1) If a body in the group consisting of the Corporation and any publicly-owned companies has, in the course of a financial year of the body ending after such date as the Secretary of State may determine for the purposes of this paragraph, carried on business of a kind to which this Schedule applies or business of that kind of two or more classes, the Corporation shall determine the amount of the turnover of the body for that financial year in respect of business of that kind or of each of those classes, as the case may be.

(2) Where the amount of that turnover in respect of business of that kind or of any of those classes, as the case may be, is determined by the Corporation to have exceeded £250,000, there shall be contained, in the report which the Corporation are required to make under section 6(2) of this Act (being, if the body referred to in sub-paragraph (1) above is the Corporation, the report which they are so required to make next after the end of the financial year therein referred to and, if the body is a publicly-owned company, the report which the Corporation are so required to make next after the end of the financial year of the Corporation with or within which the first-mentioned financial year ends), a statement of—

(a) the amount of that turnover ;

(b) the extent or approximate extent (expressed, in either case, in monetary terms), as determined by the Corporation, to which the carrying on by the body of business of that kind or class, as the case may be, contributed to, or restricted, the profit or loss of the body for the financial year of the body before taxation ;

(c) the extent or approximate extent, as so determined, to which capital moneys were, in the course of that financial year, employed in the carrying on by the body of business of that kind or class, as the case may be ; and

(d) such further information, if any, relating to the carrying on by the body of business of that kind or class, as the case may be, as the Secretary of State may from time to time direct.

3 (1) If, in the course of a financial year of the Corporation ending after such date as the Secretary of State may determine for the purposes of this paragraph, any two or more bodies in the group consisting of the Corporation and any publicly-owned companies have carried on business of a kind to which this Schedule applies or business of that kind of two or more classes, the 'Corporation shall determine the amount of the turnover of those bodies as a whole for that financial year in respect of business of that kind or of each of those classes, as the case may be.

(2) Where the amount of that turnover in respect of business of that kind or of any of those classes, as the case may be, is determined by the Corporation to have exceeded £1,000,000, there shall be contained, in the report which the Corporation are required to make under section 6(2) of this Act next after the end of the financial year referred to in sub-paragraph (1) above, a statement of—

(a) the amount of that turnover ;

(b) the extent or approximate extent (expressed, in either case, in monetary terms), as determined by the Corporation, to which the carrying on by the bodies therein referred to of business of that kind or class, as the case may be, contributed to or restricted the profit or loss of the Corporation and the publicly-owned companies as a whole for that financial year ;

(c) the extent or approximate extent, as so determined, to which capital moneys were, in the course of that year, employed in the carrying on by those bodies as a whole of business of that kind or class, as the case may be ;

(d) such further information, if any, relating to the carrying on by those bodies of business of that kind or class, as the case may be, as the Secretary of State may from time to time direct.

4 Each report made by the Corporation under section 6(2) of this Act after they are required to make a determination in pursuance of paragraph 2 or 3 above shall contain a statement of the method or, if more than one method is used, of each method, by which turnover is determined by the Corporation for the purposes of that paragraph ; and, in any such report containing a statement made in pursuance of either of those paragraphs, there shall be stated with respect to each matter involving a determination by the Corporation (other than the determination of an amount of turnover) the method by which that determination is arrived at.

5 The method used in arriving at a determination in any case for the purposes of paragraph 2(2)(c) above, and that used in arriving at a determination in any case for the purposes of paragraph 3(2)(c) above, shall be such as, when examined in conjunction with the determination made, in the first-mentioned case, in pursuance of paragraph 2(2)(b) above and that made, in the second-mentioned case, in pursuance of paragraph 3(2)(b) above, will give a true and fair view of the relationship in those cases respectively between capital employed and profits made or loss incurred.

6 The Corporation shall not be required, by virtue of this Schedule, to supply information which is supplied in any statement, note, account or report sent by the Corporation to the Secretary of State in pursuance of section 24(4) of this Act.

7 The Secretary of State may from time to time direct that this Schedule or a provision thereof shall not apply to business of a class or description specified in the direction ; and if the Secretary of State gives a direction under this paragraph, that fact, and the class or description of business to which the direction relates, shall be stated in each report made under section 6(2) of this Act so long as that direction is in force.

8 The Secretary of State may from time to time vary the amount by reference to which it is to be determined, under paragraph 2 or 3 above, whether a statement is to be contained in a report, and may fix different amounts under this paragraph for different purposes.

Section 8.

SCHEDULE 3 Pension Rights of Employees

1 (1) The Secretary of State may make regulations for all or any of the following purposes—

(a) for providing pensions to, or in respect of, persons who are or have been employed by the Corporation or the Iron and Steel Board or a company which has come into public ownership;

(b) for the establishment and administration of pension schemes and pension funds for the purposes of paragraph (a) above ;

(c) for the continuance, amendment, repeal or revocation of existing pension schemes relating to the like purposes, whatever the date on which they came into force, and of enactments relating thereto and of trust deeds, rules or other instruments made for the purposes thereof;

(d) for the transfer in whole or in part, or for the extinguishment, of liabilities under any such existing pension schemes ;

(e) for the transfer in whole or in part, or winding up, of pension funds held for the purposes of any such existing pension schemes; and

(f) for making any provision consequential on any such provision as aforesaid, including provision for the dissolution or winding up of bodies, whether incorporated or not, whose continued existence is unnecessary having regard to the regulations.

(2) Nothing in sub-paragraph (1)(b) to (e) above shall be taken to authorise the diversion of any funds referred to therein to purposes other than those of sub-paragraph (1)(a) above.

2 (1) Where provision is made by any regulations under this Schedule for—

(a) the amendment, repeal or revocation of any existing pension scheme, or of any enactment relating thereto, or any trust deed, rules or other instrument made for the purposes thereof; or

(b) for the transfer or extinguishment of any liability under any pension scheme ; or

(c) for the transfer or winding up of any pension fund held for the purposes of any such scheme ;

the regulations shall be so framed as to secure that persons having pension rights under the scheme, whether or not they are persons mentioned in paragraph 1(1)(a) above, are, not placed in any worse position by reason of the amendment, repeal, revocation, transfer, extinguishment or winding up.

(2) Sub-paragraph (1) above shall have effect subject to such limitations as the Secretary of State may by regulations prescribe for meeting cases in which, in connection with any provision made by the [1949 c. 72.] Iron and Steel Act 1949 or the [1967 c. 17.] Iron and Steel Act 1967, or in anticipation of the making of any provision by the said Act of 1967, pension rights were created otherwise than in the ordinary course.

(3) Regulations made under this Schedule shall not be invalid by reason that they do not secure that persons having pension rights are not placed in any worse position by reason of any such amendment, repeal, revocation, transfer, extinguishment or winding up as is mentioned in sub-paragraph (1) above, but if the Secretary of State is satisfied, or it is determined as hereinafter mentioned, that any such regulations have failed to secure that result, the Secretary of State shall as soon as possible make the necessary amending regulations.

(4) Any dispute arising as to whether or not the said result has been secured by any regulations made under this Schedule shall be referred to, and determined by, an industrial tribunal.

(5) Where, by reason of any such amendment, repeal, revocation, transfer, extinguishment or winding up as is mentioned in sub-paragraph (1) above, loss is suffered by any person (not being a publicly-owned company) liable as an employer to make contributions, or to pay pensions, under the existing pension scheme in question, the Corporation shall pay compensation to that person in respect of that loss, and the amount thereof shall, in default of agreement between the Corporation and that person, be determined by arbitration under this Act.

3 Without prejudice to the generality of the preceding provisions of this Schedule, regulations made under this Schedule may contain provisions authorising the treatment of any person who, being a participant in any pension scheme to which the regulations relate, becomes a member of the Corporation as if his service as a member of the Corporation were service as an employee of the Corporation, and the pension rights of any such person resulting from the operation of any such provision shall not be affected by the provisions of paragraph 7(b) of Schedule 1 to this Act which require that the pensions, if any, which are to be paid in the case of certain members of the Corporation are to be determined by the Secretary of State with the approval of the Treasury.

4 (1) Regulations made under this Schedule may contain such supplementary and consequential provisions as the Secretary of State thinks necessary, including provisions as to the manner in which questions arising under the regulations are to be determined and provisions adapting, modifying or repealing enactments, whether of general or special application.

(2) Regulations made under this Schedule may be made so as to have effect from a date prior to their being made, but so much of any regulations as provides that any provision is to have effect from such a prior date shall not place any person, other than the Corporation or a publicly-owned company, in a worse position than he would have been in if the regulations had been made to have effect only as from the date on which they were made.

5 In this Schedule—

• " pension fund " means a fund established for the purposes of paying pensions ;

• " pension rights " includes, in relation to any person, all forms of right to, or eligibility for, the present or future payment of a pension to, or in respect of, that person, and any expectation of the accruer of a pension to, or in respect of that person under any customary practice, and includes a right of allocation in respect of the present or future payment of a pension;

• "pension scheme" includes any form of arrangements for the payment of pensions, whether subsisting by virtue of an Act, trust, contract, or otherwise, and includes any customary practice under which pensions are paid.

Section 11.

SCHEDULE 4 Constitution and Proceedings of Publicly-Owned Companies That Are Private Companies

Private companies

1 This Schedule applies to any publicly-owned company that is a private company within the meaning of the Companies Acts 1948 to 1980 (in this Schedule referred to as " a relevant company ").

Meetings

2 Notwithstanding anything in section 134 of the [1948 c. 38.] Companies Act 1948, or the company's articles of association, the Corporation may call a meeting of a relevant company, and there shall be deemed to be a quorum present at any meeting of such a company at which the Corporation is represented.

3 (1) The provisions of this paragraph apply in respect of any relevant company all of whose securities are held by the Corporation.

(2) The obligation of the company under the [1948 c. 38.] Companies Act 1948, or under the company's articles of association or otherwise, to hold an annual meeting may be discharged by the holding of a meeting of the Corporation summoned and held in such manner, and after such notice, as may be determined by the Corporation in regulating their procedure.

(3) Any power of the company which is by the Companies Act 1948, or by the company's articles of association or otherwise, required to be exercised by the company in general meeting (including a power required to be so exercised by special resolution, extraordinary resolution or a resolution requiring special notice), may be exercised by the Corporation at a meeting summoned and held as aforesaid.

(4) Where any power is exercised by the company in a case where, apart from this paragraph, special notice would be required and a copy of the notice would have to be sent to any person, the company shall give notice in writing to that person not less than twenty-eight days before exercising that power.

(5) Section 143 of the Companies Act 1948 (which provides for the registration of certain resolutions and agreements) shall apply to any resolution of the company which, but for this paragraph, would be a resolution to which that section applied.

(6) Section 14(7) of the [1967 c. 81.] Companies Act 1967 (which entitles auditors of a company to attend and be heard at general meetings of the company and to receive notice thereof) shall apply to meetings of the Corporation held for the purpose of exercising their powers under this paragraph with respect to the affairs of the company.

Directors

4 Any provision in the memorandum or articles of association of a relevant company requiring a director to hold a specified share qualification shall not have effect in the case of a relevant company.

5 The power conferred on a company by section 184 of the Companies Act 1948 to remove a director before the expiration of his period of office notwithstanding anything in its articles of association or in any agreement between it and him, shall, in the case of a relevant company, be extended so as to be exercisable notwithstanding anything in any agreement between the company and any person other than the director, and the proviso to subsection (1) of that section (which contains a saving for directors of private companies holding office for life on 18th July 1945) shall not apply to directors of relevant companies.

Alteration of memorandum

6 A relevant company shall not, without the consent in writing of the Secretary of State, so alter the provisions of its memorandum of association or, as the case may be, charter of incorporation or other charter as to increase the activities which it is authorised to carry on.

7 The power conferred by subsection (1) of section 23 of the [1948 c. 38.] Companies Act 1948 (which provides that a company may alter by special resolution any conditions contained in its memorandum which could lawfully have been contained in articles of association instead of in the memorandum) shall, in the case of a relevant company, be exercisable notwithstanding the provisions of subsection (2) of that section (which provides that that section shall not apply where the memorandum itself provides for, or prohibits, the alteration of all or any of the said conditions and shall not authorise any variation or abrogation of the special rights of any class of members).

Reduction of capital

8 The power conferred by section 66 of the Companies Act 1948 on a company to reduce its share capital may, in the case of a relevant company, be exercised by ordinary resolution, and any reduction so made shall not be subject to confirmation by the court, and in any such case—

(a) section 69 of the Companies Act 1948 shall apply with the modification that, for any reference to an order of the court confirming the reduction of the share capital of a company, there shall be substituted a reference to a copy of the resolution of the company for reducing its share capital, and, for the reference to a minute approved by the court showing the particulars mentioned in that section, there shall be substituted a reference to a minute showing those particulars to the satisfaction of the registrar of companies ;

(b) section 69(3) and (4) of the Companies Act 1948 shall not apply, but notice of the registration of the resolution by the registrar of companies shall be published in the London and Edinburgh Gazettes and the registrar shall certify under his hand the registration of the resolution, and his certificate shall be conclusive evidence that the share capital of the company is such as is stated in the resolution ; and

(c) sections 67, 68, 70 and 71 of the Companies Act 1948 shall not apply.

Number of members

9 No petition shall be presented for the winding up of a relevant company on the ground that the number of its members is less than the number required by law, nor shall any person be liable on that ground as a member of the company for the payment of any of its debts.

10 In this Schedule " special resolution ", " extraordinary resolution " and " special notice " have the same meanings as in the [1948 c. 38.] Companies Act 1948.

Sections 29 and 37.

SCHEDULE 5 Iron and Steel Activities

1 The quarrying or mining of iron ore or the treatment or preparation of iron ore for smelting.

2 The smelting of iron ore in a blast furnace with or without other metalliferous materials, or the production of iron by any other process.

3 The production of steel by any process.

4 The casting of iron or steel by any process.

5 The rolling, with or without heat, of any iron and steel products for the purpose of reducing the cross-sectional area thereof.

6 The production, with or without heat, of iron or steel forgings, but not including—

(a) smiths' hand forging ;

(b) the production of bolts, nuts, screws, rivets or springs ;

(c) drop forging or any other stamping or pressing involving the use either of a die conforming to the shape of the final product of the stamping or pressing, or of a series of dies one of which so conforms ;

(d) the hammering or pressing of any part or component of plant or machinery carried out incidentally to, and by the persons engaged in, the manufacture or repair of the plant or machinery in which the part or component is to be incorporated.

7 The production from iron or steel of bright bars or of hot-finished tubes or of hot-finished pipes.

8 The production of tinplate or terneplate.

Note: The production of pig iron and the production of steel in the form of ingots, slabs, blooms or billets shall be deemed not to fall within paragraph 4 of this Schedule but to fall within paragraph 2 or 3 thereof, as the case may be.

Section 38.

SCHEDULE 6 Consequential and Transitional Provisions and Savings

Periods running at commencement

1 Where any period of time specified in any provision repealed by this Act is current at the commencement of this Act, this Act shall have effect as if the corresponding provision of this Act had been in force when the period began to run.

The Mineral Workings Act 1951

2 In subsection (1) of section 15 of the [1951 c. 60.] Mineral Workings Act 1951, for the words " the [1975 c. 64.] Iron and Steel Act 1975 " there shall be substituted the words " the Iron and Steel Act 1982 " ; and nothing in this Act shall affect the continuance in force of that subsection with the reference in paragraph (a) thereof to the Corporation.

The Building Control Act 1966

3 The [1966 c. 27.] Building Control Act 1966 shall continue to have effect as if the Corporation and any publicly-owned companies were included amongst the bodies mentioned in the Schedule to that Act.

Fair trading

4 The repeal by this Act of paragraph 8 of Schedule 6 to the Iron and Steel Act 1975 shall not affect the application of the [1976 c. 34.] Restrictive Trade Practices Act 1976 in relation to any agreement which has not been registered in accordance with the provisions of that paragraph ; and the period within which particulars of the variation or determination of any agreement to which that paragraph applied are to be furnished in accordance with section 24(2) of the said Act of 1976 to the Director General of Fair Trading shall be the period of three months beginning with the date of the variation or determination.

The Tribunals and Inquiries Act 1971

5 In Part I of Schedule 1 to the [1971 c. 62.] Tribunals and Inquiries Act 1971, for the entry relating to Iron and Steel there shall be substituted the following entry—

“Iron and Steel

11. The Iron and Steel Arbitration Tribunal continued in existence under section 25 of the Iron and Steel Act 1982.”

Investment grants

6 (1) Where in pursuance of an order under section 12(1) of this Act or of arrangements approved for the purposes of this paragraph any asset of a company which was in public ownership on the 30th April 1969 vests in the Corporation, the Secretary of State or, as the case may be, the Department of Commerce for Northern Ireland may make a grant to the Corporation of the same amount as any grant which the Secretary of State or that Department might have made to the company in respect of that asset under section 1, 2 or 6 of the [1966 c. 34.] Industrial Development Act 1966 or section 1, 2, 5 or 7 of the [1966 c. 41 (N.I.).] Industrial Investment (General Assistance) Act (Northern Ireland) 1966 if—

(a) the asset had not vested in the Corporation ; and

(b) in a case in which capital expenditure has been incurred, or is incurred, by the Corporation with reference to the asset, that expenditure had been incurred by the company.

(2) Where immediately before the commencement of this Act the Secretary of State or the said Department had power to make a grant to the Corporation under paragraph 9 or 10 of Schedule 6 to the [1975 c. 64.] Iron and Steel Act 1975 (investment grants) the Secretary of State or, as the case may be, that Department may make that grant after the commencement of this Act notwithstanding the repeal of those paragraphs.

(3) Section 8 of the [1966 c. 34.] Industrial Development Act 1966 and section 10 of the [1966 c. 41 (N.I.).] Industrial Investment (General Assistance) Act (Northern Ireland) 1966 (conditions) shall apply in relation to grants under sub-paragraph (1) or (2) above, and grants made before the commencement of this Act by virtue of the said paragraph 9 or 10, as they apply in relation to the corresponding grants under those Acts.

Functions transferred to the Corporation

7 The repeal by this Act of Schedule 6 to the Iron and Steel Act 1975 shall not affect—

(a) the continuance in force, or the effect of, any regulations made under section 24 of the [1953 c. 15.] Iron and Steel Act 1953 ;

(b) the power to amend or revoke such regulations ;

(c) anything which immediately before the commencement of this Act has effect or is continuing subject to, or to modifications in consequence of, the substitution of the Corporation for any other person or body.

Compensation regulations

8 The repeal by this Act of subsection (6) of section 2 of the [1981 c. 46.] Iron and Steel Act 1981 shall not affect the continuance in force after the commencement of this Act of any regulations under paragraph 2 of Schedule 4 to the Iron and Steel Act 1975 (duty to make regulations providing compensation to employees of certain nationalised companies or of the Iron and Steel Board) which were in force by virtue of that subsection immediately before the commencement of this Act.

Section 38.

SCHEDULE 7 Repeals

Chapter	Short Title	Extent of Repeal
1975 c. 64.	The Iron and Steel Act 1975.	The whole Act.
1976 c. 41.	The Iron and Steel (Amendment) Act 1976.	The whole Act.
1980 c. 22.	The Companies Act 1980.	In Schedule 3, paragraph 47.
1981 c. 46.	The Iron and Steel Act 1981.	The whole Act.
1981 c. 67.	Acquisition of Land Act 1981.	In Schedule 4, paragraph 24.