AIRCRAFT AND SHIPBUILDING INDUSTRIES Citation, Commencement and Interpretation 1 1 These Regulations may be cited as the British Shipbuilders Regulations 1977 and shall come into operation on 8th April 1977. 2 In these Regulations “ the Corporation ” means British Shipbuilders. 3 The Interpretation Act 1889 shall apply for the interpretation of these Regulations as it applies for the interpretation of an Act of Parliament. Appointment and tenure of office 2 1 The Secretary of State may appoint not more than two members of the Corporation to the office of deputy chairman, and one member to the office of chief executive. 2 Subject to the following provisions of these Regulations, a person shall hold and vacate office as chairman, deputy chairman, chief executive or member of the Corporation in accordance with the terms of the instrument appointing him to his office. 3 A person who ceases to hold the office of chairman, deputy chairman, chief executive or member, as the case may be, shall be eligible for re-appointment. 4 A person may resign his office of chairman, deputy chairman, chief executive or member of the Corporation by giving the Secretary of State three months' notice in writing, or such shorter notice as the Secretary of State may approve. 5 If the chairman or a deputy chairman or the chief executive ceases to be a member he shall cease to be the chairman or a deputy chairman or the chief executive, as the case may be. 3 1 The provisions of this Regulation shall apply for the purpose of enabling the Secretary of State to satisfy himself— a before he appoints a person to be a member of the Corporation, that that person will have no such financial or other interest as is likely to affect prejudicially the exercise and performance of his functions as a member; and b from time to time with respect to each member, that he has no such interest. 2 Every person who is a member of the Corporation or whom the Secretary of State proposes to appoint as a member, and who has consented to be so appointed, shall furnish the Secretary of State with such information as the Secretary of State may, for the purpose referred to in paragraph (1) above, require him to furnish. 3 The information referred to in paragraph (2) above shall be furnished at such times and in such form as the Secretary of State may specify. Vacation of Office as a member 4 1 If the Secretary of State is satisfied that a member of the Corporation— a has been absent from meetings of the Corporation for a period longer than three consecutive months without the permission of the Corporation; b has become bankrupt or made an arrangement with his creditors; 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 to be vacant; and thereupon the office shall become vacant. 2 In the application of the preceding paragraph to Scotland, for the references in subparagraph (b) to a member's having become bankrupt and to a member's having made an arrangement with his creditors there shall be substituted respectively references to sequestration of a member's estate having been awarded and to a member's having made a trust deed for behoof of his creditors or a composition contract. Proceedings 5 1 The quorum of the Corporation shall be a majority of the members or six, whichever is the greater number. 2 While a member is disqualified from taking part in a decision or deliberation of the Corporation with respect to a matter, he shall be disregarded for the purpose of constituting a quorum of the Corporation for deciding, or deliberating on, that matter. 6 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 a contract made or proposed to be made by a subsidiary of the Corporation, which is brought up for consideration by the Corporation, or in any other matter whatsoever which falls to be considered by the Corporation, shall disclose the nature of his interest at a meeting of the Corporation and the disclosure shall be recorded in the minutes of the meeting. 2 The member shall not— a in the case of any such contract, take part in any deliberation or decision of the Corporation with respect to the contract; and b in the case of any other matter, take part in any deliberation or decision of the Corporation with respect to the matter if the Corporation decide that the interest in question might prejudicially affect the member's consideration of the matter. 3 A general notice given at a meeting of the Corporation by a member 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 concerning the body corporate or firm which falls to be considered by the Corporation after that date, shall be sufficient disclosure of his interest. 4 A member of the Corporation need not attend in person at a meeting of the Corporation in order to make a disclosure which he is required to make under this Regulation if he takes reasonable steps to secure that the disclosure is made by a notice which is brought up and read at the meeting. 7 The validity of any proceedings of the Corporation shall not be affected by any failure to comply with the requirements of Regulation 6 above. 8 A resolution in writing, consisting either of one document or of several documents in the like form, signed by all the members of the Corporation for the time being in the United Kingdom, being a majority of the members or six, whichever is the greater number, shall be as valid and effectual as if it had been passed at a meeting of the Corporation duly convened and held. Minutes of Proceedings 9 Minutes shall be kept of the proceedings of the Corporation, and any such minutes shall, if signed by a person purporting to have acted as chairman of the meeting to which the minutes relate, or of a meeting at which they were approved, be evidence of those proceedings; and a meeting to which any such minutes relate shall unless the contrary is proved, be deemed to have been regularly convened and constituted. Execution of Instruments 10 The seal of the Corporation shall be authenticated by the signature of the Secretary of the Corporation or of some other person authorised by the Corporation to act for that purpose. Proof of Documents 11 Every document purporting to be executed, signed or issued by or on behalf of the Corporation or any member or employee of the Corporation shall be received in evidence and be deemed, without further proof, to be so executed, signed or issued unless the contrary is proved. G.B. Kaufman Minister of State Department of Industry 31st March 1977