Modifications etc. (not altering text)
C1By British Aerospace Act 1980 (c. 26, SIF 64), s. 10(1) it is provided that Pt. I is repealed in relation to British Aerospace and that any reference in that provision (in whatever terms expressed) to either or both of the Corporations originally established by s. 1 of this Act shall be construed as a reference to the other Corporation so established (that is to say British Shipbuilders)
(1)There shall be constituted, subject to and in accordance with the provisions of this section,—
(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F1
(b)a body corporate to be called British Shipbuilders.
(2)Each Corporation shall consist of—
(a)a chairman appointed by the Secretary of State; and
(b)subject to subsection (3) below, not less than [F22] nor more than 20 other members each appointed by the Secretary of State after consultation with the chairman.
(3)In relation to either Corporation, the Secretary of State may by regulations made by statutory instrument—
(a)provide that subsection (2)(b) above shall have effect in relation to the Corporation with the substitution of a different minimum or maximum number of members;
(b)provide that, in addition to the office of chairman of the Corporation, there shall be other offices to which he may appoint members of the Corporation;
(c)make provision with respect to the appointment and tenure of office of, and the vacation of office by, members of the Corporation;
(d)make provision with respect to the disclosure by members of the Corporation of any interest (whether direct or indirect) in contracts made or proposed to be made by the Corporation or any of its wholly owned subsidiaries or in any other matter whatsoever which falls to be considered by the Corporation;
(e)make provision with respect to the quorum, proceedings and meetings of the Corporation, the execution of instruments by or on behalf of the Corporation and the proof of documents purporting to be executed, signed or issued by or on behalf of the Corporation or by or on behalf of any of the Corporation’s members or employees; and
(f)make such provision supplementary or incidental to the matters specified in paragraphs (a) to (e) above as appears to the Secretary of State to be expedient.
(4)Subject to any provision made by virtue of subsection (3) above, the arrangements relating to meetings of each Corporation shall be such as it may determine; and the validity of any proceedings of either Corporation shall not be affected by any vacancy among the members or in the office of chairman or by any defect in the appointment of a member.
(5)Each Corporation—
(a)shall pay to the members thereof such remuneration and such allowances as may be determined by the Secretary of State with the consent of the Minister for the Civil Service; and
(b)if the Secretary of State with the consent of that Minister so determines in the case of a person who is or has been a member of the Corporation, shall pay or make arrangements for the payment of a pension to or in respect of that person in accordance with the determination; and
(c)if a person ceases 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, shall pay to that person a sum of such amount as the Secretary of State may with the consent of the Minister for the Civil Service determine.
(6)Neither Corporation is to be regarded as the servant or agent of the Crown or as enjoying any status, privilege or immunity of the Crown, and its property is not to be regarded as property of or held on behalf of the Crown.
(7)The Secretary of State may by order made by statutory instrument specify a different name by which either Corporation is to be known; and where any such different name is so specified, any reference in this Act or in any other enactment, instrument or document to . . . F3 British Shipbuilders, shall be construed accordingly.
(8)The power to make an order under subsection (7) above includes power to vary or revoke any order previously made under that subsection; and a statutory instrument containing regulations or an order made under any provision of this section shall be subject to annulment in pursuance of a resolution of either House of Parliament.
F4(9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)In the M1 House of Commons Disqualification Act 1975 and inthe M2 Northern Ireland Assembly Disqualification Act 1975,in Part II of Schedule 1 (bodies of which all members aredisqualified), there shall be inserted at the appropriate places inalphabetical order,— . . . F5 “ British Shipbuilders ”.
Subordinate Legislation Made
P1S. 1: power exercised by S.I. 1977/626
P2S. 1(3): Power conferred by s. 1(3) exercised by S.I.1991/1560
Textual Amendments
F1S. 1(1)(a) repealed by British Aerospace Act 1980 (c. 26, SIF 64), s. 15(2), Sch. 3
F2Figure in s. 1(2)(b) substituted (31.7.1991) by S.I. 1991/1560, reg.2
F3Words in s. 1(7) repealed by British Aerospace Act 1980 (c. 26, SIF 64), Sch. 3
F4S. 1(9) repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), Sch. 1 Pt. 16 Group 1
F5Words in s. 1(10) repealed by British Aerospace Act 1980 (c. 26, SIF 64), s. 10(1), Sch. 2 para. 6, Sch. 3
Modifications etc. (not altering text)
C2By virtue of S.I. 1981/1670, arts. 2, 3(5) this enactment has effect as if any reference to the Minister for the Civil Service were a reference to the Treasury.
C3S. 1(9) restricted by Industry Act 1980 (c. 33, SIF 64), ss. 20, 22
C4The text of s. 1(10) is in the form in which it was originally enacted: it was not reproduced in Statutes in Force and, except as specified, does not reflect any amendments or repeals made prior to 1.2.1991.
Marginal Citations
Textual Amendments
F6S. 2 repealed by British Shipbuilders Act 1983 (c. 15, SIF 64), s. 1(2), Sch.
[F7(1)Subject to the provisions of this Act, British Shipbuilders shall have power to carry on the following activities, namely—
(a)the design, development, production, sale, repair and maintenance of ships and slow speed diesel marine engines;
(b)research into matters relating thereto;
(c)any activities which were carried on, immediately before the date of transfer, by a company which, by virtue of this Act, becomes a wholly owned subsidiary of British Shipbuilders; and
(d)with the consent of, or in accordance with the terms of any general authority given by, the Secretary of State, any other activities to which the consent or authority relates;
and British Shipbuilders may also promote the carrying on of any of those activities to such extent as it thinks fit by other persons none of whom need be a wholly owned subsidiary of British Shipbuilders.]
(2)Subject to subsection (3) below, each Corporation shall have power—
(a)to acquire by agreement, and to hold, interests in other bodies corporate;
(b)to form or take part in forming bodies corporate;
(c)to enter into partnerships with other persons; and
(d)to exercise all rights conferred by the holding of interests in bodies corporate.
(3)Except with the consent of, or in accordance with the terms of any general authority given by, the Secretary of State, neither Corporation shall have power—
(a)to exercise any of the powers conferred by paragraphs (a) to (c) of subsection (2) above; or
(b)to dispose of an interest in any of its wholly owned subsidiaries, unless the disposal is to another such wholly owned subsidiary.
(4)The powers conferred by subsection (2) above in relation to bodies corporate shall be exercisable whether or not they are or will be incorporated in the United Kingdom; and the power conferred by paragraph (c) of that subsection shall be exercisable whether or not the partnership will be governed by the law of any part of the United Kingdom.
F8(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)Each Corporation shall have power—
(a)with the consent of the Secretary of State to enter into and carry out agreements with the Minister of Overseas Development, being agreements whereunder the Corporation acts, at the expense of that Minister, as the instrument by means of which technical assistance is furnished by that Minister in exercise of the power conferred by section 1(1) of the M3Overseas Aid Act 1966; and
(b)with the consent of the Secretary of State and the Minister of Overseas Development, to enter into and carry out agreements whereunder the Corporation, for any purpose specified in that section, furnishes technical assistance in a country or territory outside the United Kingdom against reimbursement to the Corporation of the cost of furnishing that assistance.
(7)Each Corporation may, with the consent of the Secretary of State, promote Bills in Parliament, and may without any such consent oppose any Bill in Parliament; and any reference in this subsection to a Bill in Parliament includes a reference to an order under the M4Private Legislation Procedure (Scotland) Act 1936 and a proposed Measure introduced in the Northern Ireland Assembly.
(8)Each Corporation shall have power to do anything and to enter into any transaction (whether or not involving the expenditure of money, the borrowing or lending of money, the acquisition of any property or rights or the disposal of any property or rights) which in its opinion is calculated to facilitate the exercise or performance of the functions conferred on it under or by virtue of any enactment of which in its opinion is incidental or conducive to the exercise or performance of any such function.
(9)For the avoidance of doubt it is hereby declared that the preceding provisions of this section relate only to the capacity of each Corporation as a statutory corporation, and nothing in those provisions shall be construed as authorising the disregard by either Corporation of any enactment or rule of law.
Textual Amendments
F7S. 3(1) substituted by British Shipbuilders Act 1983 (c. 15, SIF 64), s. 1(3)
F8S. 3(5) repealed (19.11.1998) by 1998 c. 43, ss. 1(1), 2(3), Sch. 1 Pt. IV Group 5.
Modifications etc. (not altering text)
C5S. 3(6): functions of the Minister of Overseas Development now exercisable by Secretary of State for the time being discharging the functions expressed to be conferred on the Minister of Overseas Development by the Overseas Aid Act 1966 (c. 21): S.I. 1979/1451, art. 3(1), Sch. 2
Marginal Citations
(1)Each Corporation shall give effect to any direction given to it under subsection (2) below or under any of the following provisions of this Act and shall secure, so far as appropriate, that each of its wholly owned subsidiaries also gives effect to any such direction.
(2)The Secretary of State may give directions of a general character as to the exercise and performance by either Corporation of its functions (including the exercise of rights conferred by the holding of interests in bodies corporate, whether or not incorporated in the United Kingdom) in relation to matters which appear to the Secretary of State to affect the national interest.
(3)Before giving any direction to either Corporation under subsection (2) above, the Secretary of State—
(a)shall consider all factors relating to that Corporation that appear to him to be relevant to the proposed direction, and
(b)shall consult the Corporation.
(4)Before giving any such direction to British Shipbuilders, the Secretary of State shall have full regard to the need—
(a)to co-ordinate the operations of British Shipbuilders with those of the British shipping industry;
(b)to take account of any shipbuilding policy for the time being adopted by any international organisation of which the United Kingdom is a member;
(c)to ensure that British Shipbuilders is able to compete in world markets on equal terms with its competitors in other countries; and
(d)to take account of any special considerations relating to parts of the United Kingdom and in particular, but without prejudice to the generality of those considerations, relating to employment.
(5)When the Secretary of State gives a direction under subsection (2) above, he shall lay a copy of it before each House of Parliament within 28 days of giving it, unless he has notified the Corporation to which it is given that he is of opinion that it is against the national interest to lay it or that he accepts the Corporation’s contention that it is against the Corporation’s commercial interests to lay it.
(1)It shall be the duty of British Shipbuilders so to exercise its powers as to secure that the carrying on of the activities that have fallen to be carried on under its ultimate control is organised, so far as regards the direction thereof, in the most efficient manner.
(2)British Shipbuilders shall not make, or permit to be made, any substantial change in the manner in which the carrying on of the activities that have fallen to be carried on under its ultimate control is organised, so far as regards the direction thereof, except with the consent of the Secretary of State.]
Textual Amendments
F9Ss. 4A, 4B inserted by British Shipbuilders Act 1983 (c. 15, SIF 64), s. 2(1)
(1)Without prejudice to section 4(2) above but subject as provided in subsection (2) below, the Secretary of State may, after consultation with British Shipbuilders, by order, give to it directions—
(a)to discontinue or restrict any of its activities or to dispose of any of its property, rights and liabilities; or
(b)to secure the discontinuance or restriction of any of the activities of a wholly owned subsidiary of British Shipbuilders or the disposal of all or any of its property, rights and liabilities or the winding up of any such subsidiary.
(2)The Secretary of State shall not give any direction under subsection (1) above unless he is satisfied that the giving of it will further the national interest.
(3)Subject to subsection (4) below, any direction under subsection (1) above to dispose or secure the disposal of property, rights or liabilities may in particular include a direction—
(a)to form a company for the purpose of acquiring the property or rights and assuming the liabilities to be transferred in pursuance of the direction;
(b)prohibiting, except with the consent of the Secretary of State, the disposal to, or acquisition from any person by, any company which will acquire property or rights in pursuance of the direction of assets used or capable of use in the carrying on of activities of a description, or of activities other than activities of a description, specified in the direction.
(4)The powers to direct the formation of a company and to restrict the disposal or acquisition of assets are exercisable subject to the following further limitations, that is to say—
(a)no company shall be directed to be formed otherwise than as a wholly owned subsidiary of British Shipbuilders; and
(b)no such restriction shall be imposed except on a company which is, or when formed will be, a wholly owned subsidiary of British Shipbuilders or be binding after it ceases to be such a subsidiary.
(5)So long as the restriction on the disposal or acquisition of assets is binding on British Shipbuilders or any of its wholly owned subsidiaries the provisions of this Act relating to the capacity of British Shipbuilders or of the subsidiary shall have effect subject to the restriction.
(6)Where the Secretary of State gives a direction under subsection (1) above requiring the disposal to an outside person of an interest in a company which is a wholly owned subsidiary of British Shipbuilders, or gives his consent to such a disposal under section 3(3) above or section 9(3) below, then, without prejudice to section 4(2) above, he may, after consultation with British Shipbuilders, by order give to it directions to secure—
(a)that the articles of association of the company are altered in the manner specified in the directions;
(b)that the share capital of the company is increased by the sum and in the manner so specified and that any share or shares representing the whole or any part of that sum are issued to the Secretary of State or to a nominee of his; and
(c)that an employees’ share scheme is established in respect of the company in such terms and making such provision as is so specified.
(7)Any power to make orders conferred by this section shall be exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(8)In this section—
“ ” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of—
(a)the bona fide employees or former employees of the company or of a subsidiary of the company; or
(b)the wives, husbands, widows, widowers or children or stepchildren under the age of 18 of such employees or former employees;
“ the group ” means British Shipbuilders and all its wholly owned subsidiaries taken together;
“ outside person ” means a person who is not a member of the group. ]
Textual Amendments
F10Ss. 4A, 4B inserted by British Shipbuilders Act 1983 (c. 15, SIF 64), s. 2(1)
Textual Amendments
F11S. 5 repealed by British Shipbuilders Act 1983 (c. 15, SIF 64), s. 3(3), Sch.
(1)Except in so far as it is satisfied that adequate machinery exists for achieving the purposes of this section, it shall be the duty of each Corporation to consult any relevant trade union with a view to the conclusion between the Corporation and any such trade union of such agreements as appear to the parties to be desirable with respect to the establishment and maintenance of machinery for the purposes specified in subsection (2) below.
(2)The purposes referred to in subsection (1) above are—
(a)the settlement by negotiation of terms and conditions of employment of persons employed by the Corporation and its wholly owned subsidiaries.
(b)the resolution of trade disputes, [F12within the meaning of Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992],
(c)the promotion and encouragement of measures affecting efficiency, in any respect, in the carrying on of their activities by the Corporation and its wholly owned subsidiaries, and
(d)the discussion of other matters of mutual interest to the parties to the agreements.
(3)Nothing in this section shall be construed as prohibiting either Corporation or any wholly owned subsidiary of either Corporation from taking part together with other employers or organisations of employers in the establishment and maintenance of machinery for any of the purposes set out in subsection (2) above.
Textual Amendments
F12Words in s. 6(2)(b) substituted (16.10.1992) by Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52), ss. 300(2), 302, Sch. 2 para. 8(2).
(1)It shall be the duty of each Corporation, after consulting any relevant trade union, to formulate in each year other than that in which it is constituted a corporate plan relating to the conduct, during such period beginning in that year as the Corporation considers appropriate, of the operations of the Corporation and its wholly owned subsidiaries and dealing, subject to subsection (2) below, with the following matters, namely,—
(a)capital investment,
(b)research and development,
(c)employment of persons,
(d)forecasts of income and expenditure on profit and loss account and of payments and receipts of the Corporation and its wholly owned subsidiaries,
(e)such other matters as the Corporation considers appropriate, and
(f)such other matters as the Secretary of State may for the purposes of this subsection specify in writing to the Corporation,
and, in formulating its corporate plan in each year and in determining the period to which the plan is to relate, and in the general conduct of the operations of the Corporation and its wholly owned subsidiaries in each year, the Corporation shall act on lines settled from time to time with the approval of the Secretary of State.
(2)If the Secretary of State gives a direction to either Corporation to that effect, the plan formulated by the Corporation in any year under subsection (1) above need not deal with such of the matters falling within paragraphs (a) to (d) of that subsection as may be specified in the direction.
(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F13
(4)In this section
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F14
“year” means the period of 12 months beginning on 1st January.
Textual Amendments
F13S. 7(3) repealed by British Aerospace Act 1980 (c. 26, SIF 64), s. 15(2), Sch. 3
F14Definition repealed by British Aerospace Act 1980 (c. 26, SIF 64), s. 15(2), Sch. 3
(1)In such manner and at such times as the Secretary of State may specify in relation to it, each Corporation shall furnish the Secretary of State with such information—
(a)as he may specify in writing to it, and
(b)as the Corporation has or can reasonably be expected to obtain,
with respect to such matters relating to the Corporation or its wholly owned subsidiaries or the activities (past, present or future), plans or property of any of them as the Secretary of State may so specify.
(2)The Secretary of State may, by directions given to either Corporation, require it to publish, in such manner as may be specified in the directions, such information as may be so specified relating to—
(a)the operations of the Corporation and its wholly owned subsidiaries; and
(b)its policy and plans for the general conduct of its undertaking and the businesses of all or any of its wholly owned subsidiaries.
(3)Before giving any directions under subsection (2) above the Secretary of State shall consult the Corporation to which they are to be given.
(1)Each Corporation shall secure that, notwithstanding anything in the memorandum or articles of association of any of its wholly owned subsidiaries, none of those subsidiaries—
(a)shall carry on any activity which the Corporation itself has no power to carry on or has power to carry on only with the consent of the Secretary of State, or
(b)shall acquire any interest in a body corporate or form or take part in forming a body corporate, or
(c)shall enter into a partnership with any other person,
except with the consent of, or in accordance with the terms of any general authority given by, the Secretary of State.
(2)Paragraph (b) of subsection (1) above shall apply whether or not the body corporate is or will be incorporated in the United Kingdom, and paragraph (c) shall apply whether or not the partnership will be governed by the law of any part of the United Kingdom.
(3)Each Corporation shall secure that, except with the consent of, or in accordance with the terms of any general authority given by, the Secretary of State, none of its wholly owned subsidiaries shall dispose of an interest in any other of its wholly owned subsidiaries, unless the disposal is to the Corporation itself or to another of its wholly owned subsidiaries.