Oil and Pipelines Act 1985

SCHEDULES

Section 1.

SCHEDULE 1 The Agency

Appointment and tenure of members

1 (1) The members of the Agency (including the chairman who shall be appointed as such) shall be appointed by the Secretary of State.

(2) A person so appointed shall hold and vacate office in accordance with the terms of the instrument appointing him and shall, on ceasing to hold office, be eligible for reappointment.

(3) The instrument appointing a member shall not, except with the approval of the Treasury, include terms entitling him to compensation on his ceasing to be a member.

Remuneration etc. of members

2 (1) The Agency may pay to any member such sums, whether by way of remuneration or allowances or otherwise, as the Secretary of State may determine.

(2) The Agency may pay or make provision for paying to or in respect of any member or former member such sums by way of pensions, allowances or gratuities as the Secretary of State may determine.

(3) Where a person ceases to be a member in circumstances in which, by the terms of the instrument appointing him, he is entitled to compensation of any amount, the Agency shall make to him a payment of that amount.

(4) Where—

(a) a person ceases to be a member otherwise than on the expiry of his term of office ;

(b) sub-paragraph (3) above does not apply ; and

(c) it appears to the Secretary of State that there are special circumstances which make it right for that person to receive compensation,

the Agency may make to him a payment of such amount as the Secretary of State may determine.

(5) The approval of the Treasury shall be required for any determination under this paragraph.

Parliamentary etc. disqualification of members

3 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) the following entry—

• “The Oil and Pipelines Agency”;

and the like insertion shall be made in Part II of Schedule 1 to the [1975 c. 25.] Northern Ireland Assembly Disqualification Act 1975.

Staff

4 (1) The Agency may appoint a person (who may be the chairman or another member) to act as chief executive of the Agency; but a person shall not be appointed in pursuance of this sub-paragraph except with the approval of the Secretary of State.

(2) The Agency may appoint such other officers, and take into its employment such persons, as it may determine.

(3) The Agency may, as regards such of its officers or employees as it may determine, pay to or in respect of them such pensions, allowances or gratuities, or provide and maintain for them such pension schemes (whether contributory or not), as it may determine.

(4) If any officer or employee of the Agency, being a participant in any pension scheme applicable to his office or employment, becomes a member of the Agency, he may, if the Secretary of State so determines, be treated for the purposes of the pension scheme as if his service as a member of the Agency were service as an officer or employee of the Agency, notwithstanding mat benefits' will be payable to or in respect of him by virtue of paragraph 2(2) above.

Proceedings

5 (1) The quorum of the Agency and the arrangements relating to its meetings shall be such as the Agency may determine.

(2) The arrangements may provide for the exercise or performance, under the general directions of the Agency, of any of the Agency's functions by a committee or by one or more of the members, officers or employees of the Agency.

6 The validity of any proceedings of the Agency shall not be affected by any vacancy among the members or by any defect in the appointment of a member.

Authentication of seal

7 The application of the seal of the Agency shall be authenticated by the signature of an officer of the Agency authorised by the Agency to act in that behalf.

Presumption of authenticity of documents

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

Section 3.

SCHEDULE 2 Provisions Supplementary to Section 3

1 Any agreement made, transaction effected or other thing done by, to or in relation to the Corporation which is in force or effective immediately before the transfer date shall have effect as from that date as if made, effected or done by, to or in relation to the Agency, in all respects, as if the Agency were the same person, in law, as the Corporation, and accordingly references to the Corporation—

(a) in any agreement (whether or not in writing) and in any deed, bond or instrument;

(b) in any process or other document issued, prepared or employed for the purposes of any proceeding before any court or other tribunal or authority ; and

(c) in any other document whatsoever (other than an enactment) relating to or affecting any property, right or liability of the Corporation which vests by virtue of section 3 of this Act in the Agency,

shall be taken as from the transfer date as referring to the Agency.

2 It is hereby declared for the avoidance of doubt that—

(a) the effect of section 3 of this Act in relation to any contract of employment with the Corporation in force immediately before the transfer date is merely to modify the contract (as from that date) by substituting the Agency as the employer (and not to terminate the contract or vary it in any other way); and

(b) that section is effective to vest the rights and liabilities of the Corporation under any agreement or arrangement for the payment of pensions, allowances or gratuities in the Agency along with all other rights and liabilities of the Corporation;

and accordingly any period of employment with the Corporation or a wholly owned subsidiary of the Corporation shall count for all purposes as a period of employment with the Agency or (as the case may be) a wholly owned subsidiary of the Agency.

3 (1) It shall be the duty of the Corporation and of the Agency to take, as and when during the transitional period the Agency considers appropriate, all such steps as may be requisite to secure that the vesting in the Agency by virtue of section 3 of this Act or this paragraph of any foreign property, right or liability is effective under the relevant foreign law.

(2) During the transitional period, until the vesting in the Agency by virtue of section 3 of this Act or this paragraph of any foreign property, right or liability is effective under the relevant foreign law, it shall be the duty of the Corporation to hold that property or right for the benefit of, or to discharge that liability on behalf of, the Agency.

(3) Nothing in sub-paragraphs (1) and (2) above shall be taken as prejudicing the effect under the law of the United Kingdom or of any part of the United Kingdom of the vesting in the Agency by virtue of section 3 of this Act or this paragraph of any foreign property, right or liability.

(4) The Corporation shall have all such powers as may be requisite for the performance of its duty under this paragraph, but—

(a) it shall be the duty of the Agency during the transitional period to act on behalf of the Corporation (so far as possible) in performing the duty imposed on the Corporation by this paragraph; and

(b) any foreign property, rights and liabilities acquired or incurred by the Corporation during that period shall immediately become property, rights and liabilities of the Agency.

(5) References in this paragraph to any foreign property, right or liability are references to any property, right or liability as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of private international law) by reference to the law of a country or territory outside the United Kingdom.

(6) Any expenses incurred by the Corporation under this paragraph shall be met by the Agency.

4 (1) Notwithstanding the repeal of section 15 of the [1975 c. 74.] Petroleum and Submarine Pipe-lines Act 1975, it shall be the duty of the Corporation to make a report to the Secretary of State in accordance with that section in respect of the final accounting year of the Corporation.

(2) Notwithstanding the repeal of section 10 of that Act, it shall be the duty of the Corporation to prepare statements of accounts in accordance with subsections (1)(b) and (2) of that section in respect of the final accounting year of the Corporation, and that section shall continue to apply during the transitional period in relation to those statements and in relation also to the auditing of those statements and of accounts kept in accordance with subsection (1)(a) of that section in respect of that accounting year.

(3) Without prejudice to the requirements of sub-paragraph (2) above, every statement of accounts prepared by the Corporation under that sub-paragraph shall comply with any requirements which the Secretary of State has with the approval of the Treasury notified in writing to the Corporation relating to the methods and principles according to which the statement is to be prepared.

(4) If the transfer date is other than a 1st January, the period beginning with the immediately preceding 1st January and ending with the day before the transfer date shall be the final accounting year of the Corporation.

(5) Any expenses incurred by the Corporation under this paragraph shall be met by the Agency.

Section 5.

SCHEDULE 3 Financial and Other Provisions

Borrowing and investment powers etc.

1 (1) Subject to the following provisions of this paragraph and to paragraph 2 below, the Agency may borrow temporarily, by way of overdraft or otherwise—

(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 or a currency other than sterling from a person other than the Secretary of State,

such sums as may be required for meeting the obligations and exercising and performing the functions of the Agency or any of its wholly owned subsidiaries.

(2) The Agency shall not—

(a) borrow money otherwise than in accordance with sub-paragraph (1) above ; or

(b) except with the consent of the Secretary of State and the approval of the Treasury—

(i) lend money, charge any of its actual or future assets or give any surety or guarantee for the performance by another person of any obligation ; or

(ii) promote or participate in the promotion of, or acquire or relinquish membership of or any interest in or securities issued by, a body corporate.

(3) The Agency shall secure that none of its wholly owned subsidiaries—

(a) borrows money otherwise than temporarily ; or

(b) does anything without the permission of the Agency which, if done by the Agency, would under this paragraph require the consent of the Secretary of State and the approval of the Treasury.

(4) The consent of the Secretary of State and the approval of the Treasury shall be required for the giving of any permission for the purposes of sub-paragraph (3) above.

(5) The Secretary of State, in giving a consent for the purposes of this paragraph, may impose such conditions as he thinks fit.

2 (1) The aggregate of the amounts outstanding, otherwise than by way of interest, in respect of—

(a) sums borrowed by the Agency or any of its wholly owned subsidiaries from outside persons ;

(b) sums for the repayment of which by outside persons the Agency or any of its wholly owned subsidiaries has given any surety or guarantee ; and

(c) sums issued by the Treasury in fulfilment of guarantees given by them under paragraph 4 below,

shall not at any time exceed £20 million or such greater amount, not exceeding £80 million, as the Secretary of State may by order specify.

(2) In this paragraph " outside person " means a person other than the Agency or any of its wholly owned subsidiaries.

(3) An order under this paragraph shall be made by statutory instrument, and no such order shall be made unless a draft thereof has been approved by a resolution of the House of Commons.

Loans by Secretary of State

3 (1) The Secretary of State may, with the approval of the Treasury, lend to the Agency any sums which it has power to borrow under paragraph 1 above.

(2) Any loans which the Secretary of State makes under this paragraph shall be repaid to him at such times and by such methods and interest thereon shall be paid to him at such rates and at such times as he may, with the approval of the Treasury, from time to time direct.

(3) The Treasury may issue out of the National Loans Fund to the Secretary of State such sums as are required by him for making loans under this paragraph.

(4) Any sums received under sub-paragraph (2) above by the Secretary of State shall be paid into the National Loans Fund.

(5) It shall be the duty of the Secretary of State as respects each financial year—

(a) to prepare, in such form as the Treasury may direct, an account of sums issued to him in pursuance of sub-paragraph (3) above or required to be paid into the National Loans Fund in pursuance of sub-paragraph (4) above and of the disposal of those sums by him ; and

(b) to send the account to the Comptroller and Auditor General not later than the end of the month of August next following that year ;

and the Comptroller and Auditor General shall examine, certify and report on the account and shall lay copies of it and of his report on it before each House of Parliament.

Treasury guarantees

4 (1) The Treasury may guarantee, in such manner and on such conditions as they may think fit, the repayment of the principal of, the payment of interest on, and the discharge of any other financial obligation in connection with, any sums which the Agency borrows 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 immediately after any sum is issued for fulfilling a guarantee so given, the Treasury shall so lay a statement relating to that sum.

(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 times and in such manner as the Treasury may from time to time direct—

(a) payments of such amounts as the Treasury may so direct in or towards repayment of the sums so issued ; and

(b) payments of interest on what is outstanding for the time being in respect of sums so issued at such rate as the Treasury may so direct.

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

Grants by Secretary of State

5 (1) The Secretary of State may, with the approval of the Treasury, make to the Agency grants of such amounts and for such purposes as he thinks fit.

(2) Grants under this paragraph may be made subject to such conditions as the Secretary of State with the approval of the Treasury may determine.

(3) There shall be paid out of money provided by Parliament any sums required by the Secretary of State for making grants under this paragraph.

Payments to Secretary of State

6 (1) The Secretary of State may, with the approval of the Treasury, direct the Agency to pay, or cause to be paid, to the Secretary of State the whole or part of any sum which is or, in the opinion of the Secretary of State, ought to be standing to the credit of a reserve of the Agency or of any of its wholly owned subsidiaries.

(2) Any sums received by the Secretary of State under this paragraph shall be paid into the Consolidated Fund.

Provision of information for Secretary of State

7 (1) It shall be the duty of the Agency to provide the Secretary of State with such information as he may from time to time require with respect to the property, activities or proposed activities of the Agency or any of its subsidiaries.

(2) A requirement under sub-paragraph (1) above shall not impose on the Agency the duty of providing the Secretary of State with information which the Agency does not possess and cannot reasonably be expected to obtain.

Annual reports

8 (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 on the exercise and performance of its functions during that year.

(2) The report for any accounting year shall include—

(a) such information as the Secretary of State may specify with respect to the activities of the Agency ; and

(b) particulars of any directions or notices under section 5(1) of this Act which the Secretary of State has given during that year, except any particulars as to which he has given notice to the Agency that in his opinion the publication of them would be contrary to the national interest or to the commercial interests of the Agency or some other person.

(3) The Secretary of State shall lay before each House of Parliament a copy of each report made to him in pursuance of this paragraph.

Accounts and audit

9 (1) It shall be the duty of the Agency—

(a) to keep proper accounts and proper records in relation thereto; and

(b) to prepare in respect of each accounting year a statement of accounts giving a true and fair view of the state of affairs and, subject to sub-paragraph (2) below, the profit or loss of the Agency.

(2) It shall be the duty of the Agency to prepare, in respect of each accounting year in which it has subsidiaries, a statement of consolidated accounts dealing with, and giving a true and fair view of, the state of affairs and the profit or loss of—

(a) the Agency and all of its subsidiaries ; or

(b) the Agency and such of its subsidiaries as the Agency may determine and the Secretary of State and the Treasury may for the time being approve ;

and where the Agency prepares such a statement of consolidated accounts in respect of any accounting year, the Secretary of State may with the approval of the Treasury direct that the statement of accounts prepared by the Agency under sub-paragraph (1) above in respect of that year shall not be required to show the Agency's profit or loss.

(3) Without prejudice to the requirements of sub-paragraphs (1) and (2) above, every statement of accounts prepared by the Agency in accordance with this paragraph shall comply with any requirement which the Secretary of State has with the approval of the Treasury notified in writing to the Agency relating to—

(a) the information to be contained in the statement;

(b) the manner in which that information is to be presented ; and

(c) the methods and principles according to which the statement is to be prepared.

(4) The accounts: kept, and all statements prepared, by the Agency under this paragraph shall be audited by auditors appointed for each accounting year by the Secretary of State after consultation with the Agency.

(5) A person shall not be qualified for appointment under subparagraph (4) above unless—

(a) he is a member of one or more bodies of accountants established in the United Kingdom and for the time being recognised for the purposes of section 389(1)(a) of the [1985 c. 6.] Companies Act 1985 by the Secretary of State; or

(b) he is for the time being authorised to be appointed as auditor of a company under section 389(1)(b) of that Act as having similar qualifications obtained outside the United Kingdom;

but a Scottish firm may be so appointed if each of the partners in the firm is qualified to be so appointed.

(6) As soon as the accounts kept, and the statements prepared, by the Agency under this paragraph have been audited, the Agency shall send to the Secretary of State a copy of the statements together with a copy of any report made by the auditors on the statements or on the accounts of the Agency; and the Secretary of State shall lay a copy of every statement and report of which a copy is received by him in pursuance of this sub-paragraph before each House of Parliament.

Meaning of " accounting year "

10 (1) In this Schedule " accounting year" means, subject to sub-paragraph (2) below, the period beginning with the day on which section 1 of this Act comes into force and ending with 31st December 1986 and every subsequent period of twelve months beginning immediately after the end of the previous accounting year.

(2) If the Secretary of State so directs in relation to an accounting year, that accounting year shall end on such date as may be specified in the direction (whether before or after the date on which it would otherwise end).

Section 7.

SCHEDULE 4 Repeals

PART I Repeals Coming into Force on Transfer Date

Chapter	Short Title	Extent of Repeal
1975 c. 74.	The Petroleum and Submarine Pipe-lines Act 1975.	Part I, except section 1 and Schedule 1.
		In section 46, in subsection (1), the words " 6(3) or (10) " and subsection (2).
		In section 48(1), the definitions of " the Corporation", " relevant subsidiary" and " subsidiary ".
1979 c. 47.	The Finance (No. 2) Act 1979.	Section 22.
1982 c. 23.	The Oil and Gas (Enterprise) Act 1982.	Sections 1 to 7.
		In section 32, in subsection (2), the words "3(2) or" and subsection (3)(a).
		In section 33, in subsection (1), the words " the Oil Corporation or ", the words " section 2(1) or, as the case may be " and the words " section 3(1) or, as the case may be " and, in subsection (3), the words " 2 or ".
		In section 36, the definition of " the Oil Corporation ".
		In Schedule 3, paragraphs 27, 28 and 32.
1982 c. 39.	The Finance Act 1982.	Section 146.
1983 c. 29.	The Miscellaneous Financial Provisions Act 1983.	In Schedule 2, the entry relating to the Petroleum and Submarine Pipe-lines Act 1975.

PART II Repeals Coming into Force on Dissolution of Corporation

Chapter	Short Title	Extent of Repeal
1975 c. 24.	The House of Commons Disqualification Act 1975.	In Schedule 1, in Part II, the entry relating to the Corporation.
1975 c. 25.	The Northern Ireland Assembly Disqualification Act 1975.	In Schedule 1, in Part II, the entry relating to the Corporation.
1975 c. 74.	The Petroleum and Submarine Pipe-lines Act 1975.	Section 1.
		Schedule 1.
1982 c. 23.	The Oil and Gas (Enterprise) Act 1982.	In Schedule 3, paragraphs 26 and 33.
1983 c. 44.	The National Audit Act 1983.	In Schedule 4, in Part I, the entry relating to the Corporation.