European Communities (Internal Market in Natural Gas and Electricity) Regulations 2011
Source: Iris Oifigiúl 98 2011-12-09

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paragraphs: (1) These Regulations may be cited as the European Communities (Internal Market in Natural Gas and Electricity) Regulations 2011.
(2) Chapter 3 of Part 2 and Part 7 come into operation on the transfer date.
(3) Regulation 31 comes into operation on 3 March 2013.
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paragraphs: An approval or consent by the Minister under these Regulations does not take effect until the Minister for Public Expenditure and Reform has concurred with the approval or consent.
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paragraphs: (1) In these Regulations—
(a) ownership or the right to use all or part of the assets of an undertaking, or
(b) rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an undertaking;
(2) A word or expression that is used in these Regulations and is also used in the Natural Gas Market Directive has, unless the context otherwise requires, the same meaning in these Regulations as it has in that Directive.
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paragraphs: (1) As soon as practicable after the making of these Regulations, BGÃ shall form the ITO which shall comply with this Chapter.
(2) The ITO formed under paragraph (1) shall be a private company limited by shares. BGÃ shall be the sole member of the company.
(3) The member of the ITO shall have such shares in the company formed under paragraph (1) as are specified in the company’s memorandum of association. All of the ITO’s equity share capital shall be held by BGÃ.
(4) BGÃ shall ensure—
(a) that the memorandum of association of the ITO specifies that the objects of the ITO shall include responsibility for ownership and operation of the transportation system in a manner consistent with these Regulations,
(b) that the memorandum of association of the ITO specifies that, without prejudice to the powers of the supervisory body under Regulation 6(2) and subject to Regulation 19(1), the ITO shall have the power to raise money on the capital market, in particular, through borrowing and capital increase, and
(c) that either the memorandum of association or the articles of association of the ITO prescribes the basis of the relationship between the ITO and BGÃ Corporate and between the ITO and the Minister in a manner consistent with these Regulations, including such that—
(i) without prejudice to the powers of the supervisory body under Regulation 6(2), the ITO shall have effective decision making rights independent from BGÃ Corporate in respect of the day to day activities in relation to the operation of the transportation system, and
(ii) subject to Regulation 18(8), BGÃ Corporate may not determine, directly or indirectly, the competitive behaviour of the ITO in relation to its day to day activities including in respect of the management of the transportation system or in relation to activities necessary for the preparation of the ten year network development plan submitted to the Commission pursuant to Regulation 25(1).
(5) As soon as practical after the ITO is formed, BGÃ shall, subject to the prior approval of the memorandum and articles of association of the ITO by the Minister, have the ITO registered under the Companies Acts.
(6) In this Regulation, “equity share capital” has the same meaning as in section 155 of the Companies Act 1963 (No. 33 of 1963).
(7) Nothing in section 8A of the Gas Act 1976 (No. 30 of 1976) applies to any action taken under this Regulation.
(8) A subsidiary of BGÃ performing functions of production or supply shall not have any direct or indirect shareholding in the ITO.
(9) The ITO shall not have any direct or indirect shareholding in any subsidiary of BGÃ performing functions of production or supply, or receive dividends or any other financial benefit from such a subsidiary.
(10) BGÃ and Gaslink shall continue to have their respective functions and powers pursuant to the Regulations of 2005 (and the agreements made thereunder) until the transfer date.
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paragraphs: An alteration of the memorandum or articles of association of the ITO does not take effect until it is approved in writing by the Minister.
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paragraphs: (1) The ITO shall have a supervisory body.
(2) The supervisory body of the ITO shall be in charge of taking all decisions which may have a significant impact on the value of the assets of the shareholders of the ITO including, in particular, decisions regarding—
(a) the approval of the annual and longer term financial plans,
(b) the level of indebtedness of the ITO, and
(c) the amount of dividends, if any, to be distributed to shareholders.
(3) Subject to Regulation 18(8), the decisions falling under the remit of the supervisory body shall exclude those that are related to the day to day activities of the ITO including those in respect of the management of the transportation system and decisions in relation to activities necessary for the preparation of the ten year network development plan submitted to the Commission pursuant to Regulation 25(1). The supervisory body and its members shall have no responsibility for any such excluded decisions or activities.
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paragraphs: (1) The supervisory body of the ITO shall be composed of members representing BGÃ and, if BGÃ so determines from time to time, may include members representing the ITO.
(2) Subject to paragraphs (7), (8) and (9), all decisions regarding the appointment and renewal, working conditions (including remuneration) and termination of the term of office of the members of the supervisory body shall be taken by BGÃ in accordance with this Regulation.
(3) At least half of the members, minus one, of the supervisory body—
(a) shall not, for a period of 3 years before their appointment, have held any professional position or responsibility, interest or business relationship, directly or indirectly, with BGÃ Corporate,
(b) shall not, while a member of the supervisory body, have any other professional position or responsibility, interest or business relationship, directly or indirectly, with BGÃ Corporate,
(c) shall not, while a member of the supervisory body, hold any interest in or receive any financial benefit, directly or indirectly, from BGÃ Corporate,
(d) after termination of their term of office, shall not, for a period of not less than 4 years from the date of termination, hold any professional position or responsibility, interest or business relationship with BGÃ Corporate, and
(e) shall have a right of appeal to the Commission for any complaints by them against premature termination of their term of office.