Insurance (Amendment) Act , 1938

(a) In the case of persons employed in both the Industrial Branch and the Life Branch and in no other Branch—average weekly earnings from the Industrial Branch (including new business fees) during the 2 years ended 30th June, 1938, plus one one-hundred and fourth part of the renewal fees received from the Life Branch in the 2 years ended 30th June, 1938.

(b) In the case of persons employed in the Industrial Branch and in no other Branch—average weekly earnings (including new business fees) during the 2 years ended 30th June, 1938.

(c) In the case of persons employed in the Life Branch and in no other Branch—the renewal fees received in the 2 years ended 30th June, 1938, divided by the figure 104. Provided always that any case which appears to the Terminating Company or Permanent Company to deserve exceptional treatment may be exceptionally treated by such Company.

(d) Persons whose remuneration is partly derived from Branches other than Industrial and Life shall be entitled to compensation solely on their earnings from the Industrial and/or Life Branch as provided above.

(e) Persons who receive remuneration solely by way of fixed salary and who receive no other fees—average weekly earnings during the 2 years ended 30th June, 1938.

(ii) The length of service shall be ascertained in the like manner as provided in Head II hereof. Service shall be deemed to be continuous notwithstanding any break in employment due solely to illness or labour disputes.

(iii) Compensation rights shall be as follows:—

(iv) (a) Each compensatable person whose earnings are less than 20/- per week, or whose service is less than two years, or whose age exceeds 60 years, who is not offered employment by the Permanent Company on the conditions provided in sub-Clause (vii) hereof shall be entitled to compensation in accordance with the terms set out in sub-Clause (iii) hereof. If employment is not so offered in writing by the Permanent Company at latest by the Transfer Date, then such person shall be deemed to have acquired a vested right to such compensation as at the Transfer Date.

(b) Persons holding book interests shall surrender the same, and shall be compensated therefor on the following basis and not on the basis provided in sub-Clause (iii) hereof:—

(1) Payment of an amount approved by the Independent Actuary in consultation with the Minister for Industry and Commerce, such amount to be so far as possible fixed on the same basis as that paid by the Participating Company concerned in previous years for similar interests or in the event of such Participating Company not having purchased a book interest prior to 31st December, 1936, then such amount shall be fixed on a fair and reasonable basis and having regard to the average value obtained for a book interest in such company during the twelve months ending 31st December, 1937.

and

(2) Each such person shall be entitled not later than the Transfer Date to demand employment with the Permanent Company at a fair and equitable salary, but not at average earnings. The amount of the salary to be paid by the Permanent Company to each such person shall be fixed with reference to the amount of the said capital payment, and in the event of disagreement shall be ascertained by the Board of Referees hereinafter provided.

(c) Each compensatable person under Head III hereof, other than persons included in either of the next preceding paragraphs (a) and (b), shall be deemed to have been offered and to have accepted employment with the Permanent Company as at the Transfer Date upon the terms provided in sub-Clause (vii) hereof, unless the Permanent Company notifies such person in writing at latest by the fourteenth day before the Transfer Date that the Permanent Company does not propose to employ such person, in which event such person shall have the option of demanding in writing such employment with the Permanent Company (and on such demand shall be so employed), and, if such person does not so exercise such option by the Transfer Date, such person shall be entitled to be paid the appropriate compensation as in Head III hereof provided.

(d) In every case such compensation or employment, as the case may be, shall cancel all other rights of such person to all fees, commissions, or other remuneration or compensation whatsoever.

(v) No person to whom compensation is paid in pursuance of this Agreement shall, during the period of twelve calendar months immediately following the Transfer Date, be employed by or serve in any Assurance Company other than the Permanent Company and/or the Terminating Company in relation to Life Assurance and/or Industrial Assurance business.

(vi) Any case involving special individual hardship (including hardship arising through death) may be considered specially on its merits by the Terminating Company after consultation with the Minister for Industry and Commerce, and it shall be lawful to the Terminating Company or Permanent Company at discretion (after such consultation if it so thinks fit) to grant special treatment in such case.

(vii) The conditions of employment in the Permanent Company of an employee taken over by the Permanent Company from a Participating Company shall be:—

(a) He shall receive an initial salary equal to his earnings as defined above (with such increases as may from time to time be granted by the Permanent Company).

(b) He shall not be entitled to collectable commission or to new business fees in the Industrial Branch.

(c) He shall be entitled as of right to receive new business fees in the Life Assurance Branch.

(d) He shall sign an agreement of service in such form as shall be required by the Permanent Company after consultation with the Minister for Industry and Commerce.

(e) If he is dismissed for any cause other than misconduct or neglect of duty within 4 years from the date of his appointment to the Permanent Company, compensation according to sub-clause (a) (2) to be paid as follows by the Permanent Company, which shall be entitled to a refund of one-half thereof from the Terminating Company.

(f) No person shall be dismissed solely on the ground of redundancy. A dismissed person who contends that he has been dismissed for redundancy during a period of 4 years from the date of transfer shall have a right of appeal to the Board of three referees hereinafter provided.

(g) It shall be lawful to the Employee and the Permanent Company from time to time to vary the foregoing conditions of employment by mutual consent in writing.

(viii) Existing pension conditions (if any) to be continued, but each Participating Company respectively shall provided for the pension liability accrued to the Transfer Date.

(ix) Employees who are of the age of 50 years or upwards at the Transfer Date, and who have not existing pension rights, shall on attaining the age of 60 years or on retirement (whichever is the later date) receive a gratuity calculated as follows:—

One week's average earnings for each three months' service since age 50. The average earnings to be calculated as above but substituting the two years prior to age 60 or the date of retirement for the two years ended 30th June, 1938.

The employee not to be eligible to join any pension fund to be set up by either the Terminating Company or Permanent Company, but a pension equivalent in value to the gratuity may be taken at the option of the employee. The gratuity not to be less than the compensation such employee would have been entitled to had he taken compensation instead of employment. Such gratuity or pension shall cancel all future rights of such person to all fees, commissions or other remuneration whatsoever. In calculating the liability of each Participating Company provision shall be included for such gratuities or pensions.

IV. IN the event of any dispute arising as to (i) whether any particular person is to be dealt with under heads I, II or III, respectively of this Clause, or (ii) (pursuant to Clause vii (f) of Head III hereof) as to the contention of an employee that he has been dismissed for redundancy by the Permanent Company, or (iii) as to the amount of compensation to which any person is entitled under Head III hereof, such dispute shall be determined by a Board of Referees constituted as follows: one member to be nominated by the Terminating Company, one member to be nominated by the Chairman of the Irish Trade Unions Congress, and the third, who shall be chairman, to be nominated by the Secretary of the Incorporated Law Society of Ireland. The decision of such Board shall be final. The Board of Referees shall have power to award costs. The provisions of the Common Law Procedure (Ireland) Amendment Act, 1856, or any statutory amendment thereof, shall apply to every award.

(a) Any one or more of the Participating Companies and the Terminating Company and/or the Permanent Company,

(b) Any of the Participating Companies inter se,

(c) Any Company other than the Participating Companies whose Life Assurance business and/or Industrial Assurance business and/or Sinking Fund or Capital Redemption is acquired by the Terminating Company or by the Permanent Company, and the Terminating Company and/or the Permanent Company,

(d) Any Director -or any one or more of the executives (as hereinbefore defined) of any of the Participating Companies and the Terminating Company and/or the Permanent Company,

touching these presents or any clause or thing herein contained or the construction meaning or effect hereof or as to any matter in any way connected with or arising out of these presents or the operation thereof or the rights, duties, or liabilities of any party under these presents or otherwise in connection with or in relation to the premises, then every such question dispute or difference shall in default of agreement to the contrary be referred to the arbitration and final award of two arbitrators (of whom one shall be appointed by the Terminating Company and the Permanent Company jointly and the other shall be such person as may be appointed as arbitrator by the Participating Companies, or by such of them as shall not have ceased to exist, or in default of such appointment within fourteen days after service upon them of notice by one of the parties in difference that a particular difference has arisen, or if none of the Participating Companies shall continue to exist, of a person to be nominated on the request of any party to the difference by the Secretary for the time being of the Incorporated Law Society of Ireland) or an umpire to be appointed by the arbitrators in writing before entering on the business of the reference or in default of agreement to be appointed by the Secretary for the time being of the Incorporated Law Society of Ireland. These presents shall be deemed to be a submission to arbitration pursuant to the Common Law Procedure (Ireland) Amendment Act 1856, and any Statue amending or extending the same for the time being in force in Ireland and if the Terminating Company and the Permanent Company shall refuse or neglect to appoint an arbitrator within fourteen days after service upon them of notice in writing requiring them to make such appointment, or if an arbitrator shall not have been appointed by the Participating Companies or nominated by the Secretary for the time being of the Incorporated Law Society of Ireland as the case may be within twenty-one days after service upon the Participating Companies and/or the Secretary for the time being of the Incorporated Law Society of Ireland of notice of the appointment by the Terminating Company and the Permanent Company of an arbitrator, a single arbitrator duly appointed or nominated as aforesaid shall have power to hear and determine the matters in difference as if he were a sole arbitrator appointed by all the parties in difference for that purpose: AND the award or determination which shall be made by the said arbitrators, arbitrator or umpire, shall be final and binding upon the parties in difference respectively, so as such arbitrators, arbitrator or umpire shall make their or his award in writing within 40 days next after the reference to them or him or on or before any later date to which the said arbitrators or arbitrator by any writing signed by them or him shall enlarge the time for making their or his award, and so as such umpire shall make his award or determination in writing within twenty days next after the original or extended time appointed for making the award of the said arbitrators or arbitrator or umpire, or on or before any later date to which the umpire shall by any writing signed by him enlarge the time for making his award: AND also that no action or legal proceedings shall be commenced or prosecuted touching any matters in difference unless the party to be made defendant to such action or proceedings shall have refused or neglected to refer such matters to arbitration pursuant to the provisions hereinbefore contained, or unless the time limited for making such award as aforesaid shall have expired without any such award being made: AND also that the respective parties to every such reference, and all persons claiming through them respectively shall submit to be examined by the said arbitrators, arbitrator or umpire upon oath or affirmation in relation to the matters in dispute, and shall produce before the arbitrators, arbitrator or umpire all books, deeds, papers, accounts, writings and documents within the possession or power of the said respective parties which may be required or called for, and do all other things which during the proceedings on the said reference the said arbitrators, arbitrator or umpire may require: AND that the witnesses on every such reference shall, if the arbitrators, arbitrator or umpire shall think fit, be examined on oath or affirmation: AND that the costs and expenses of every such reference and award respectively shall be in the discretion of the arbitrators, arbitrator or umpire who may determine the amount thereof and direct to and by whom and in what manner the same or any part thereof shall be paid, and shall have power to tax or settle the amount of costs and expenses to be so paid or any part thereof, and to award costs to be paid as between solicitor and client, or as between party and party: AND upon every or any such reference the arbitrators, arbitrator or umpire shall respectively have power to take the opinion of counsel upon any question of law that may arise, and at their or his' discretion to adopt any opinion so taken, and to obtain the assistance of such accountant, surveyor, valuer or other expert as they or he may think fit, and to act upon any statement of accounts, survey, valuation, or expert assistance thus obtained.

(a) GIVE statutory effect to and validate this agreement which shall be scheduled in the Amending Act, and make such amendments (if any) necessary to the existing law as will enable the Participating Companies to give full effect to all the provisions hereof.

(b) DEEM the Directors of the Participating Companies to have had full authority to act for their respective companies in the execution of this Agreement notwithstanding any limitations on their powers imposed by the Memorandum and Articles of Association of any of the companies or by the Companies Act, 1908 to 1924, or by the Insurance Acts, 1909 and 1936, or otherwise however.

(c) CONFIRM the transfer of business from the Participating Companies to the Terminating Company making it binding on all shareholders and policy holders and provide that all claims of Directors, Executives, Staff and Creditors shall be deemed to have been fully satisfied by such transfer and compensation as aforesaid and removing any other remedy at law or in equity.

(d) TRANSFER to the Terminating Company all existing policies in the Industrial Assurance and Life Assurance Branches of the Participating Companies without the consent of policy holders and transfer all rights and liabilities in regard to policies both of the Participating Companies and of the policy holders to the Terminating Company.

(e) DEEM the policies and policy holders of the Participating Companies to be policies and policy holders of the Terminating Company, but the provisions in this Agreement declared for the sharing by the said policies in the distributable surplus of the Terminating Company are to be substituted for any profit-sharing rights attached to such policies at the transfer date.

(f) PROVIDE that Section 13 of the Assurance Companies Act, 1909, shall not apply to the transfer of business under this Agreement or to any transfer from the Terminating Company to the Permanent Company.

(g) EMPOWER the Minister for Finance to pay to the Terminating Company the sum required to make good the deficiencies of the Participating Companies as herein provided.

(h) EMPOWER the Minister for Finance to take and hold shares in the Terminating Company as herein provided and to take and hold shares in the Permanent Company.

(i) PROVIDE that the Terminating Company shall conform to the conditions laid down in this Agreement and that notwithstanding anything contained in the Companies Act, 1908 to 1924, no alteration in the Memorandum and Articles of the Terminating Company shall, while the Minister for Finance holds any shares of the Terminating Company, be valid or effectual unless made with the previous approval of the Minister for Industry and Commerce given after consultation with the Minister for Finance.

(j) EMPOWER the Terminating Company to promote the Permanent Company.

(k) EMPOWER the Minister for Industry and Commerce, notwithstanding any limitation contained in Section 12 of the Insurance Act, 1936, to grant, subject to the provisions of the other Sections of that Act, to the Terminating Company and to the Permanent Company assurance licences to carry on life assurance business and industrial assurance business and Sinking Fund or Capital Redemption business.

(l) PROVIDE that, in the case of assets transferred from the Participating Companies to the Terminating Company under the terms of the Agreement the transfer of which would ordinarily require to be effected by deeds of conveyance, no deeds of conveyance shall be necessary, and that, instead, the Minister for Industry and Commerce shall be empowered to make orders vesting such assets in the Terminating Company, free of stamp duty, on production to him of schedules of such assets certified on behalf of the Terminating Company and the Transferor Company concerned.

(m) PROVIDE that all debts due to the Participating Companies in respect of the business transferred shall as from the Transfer Date become debts due to the Terminating Company and that all rights of action existing by such companies in respect of such business shall as from the date of transfer continue as good and effectual by the Terminating Company. Provide that all claims or rights of action howsoever arising in respect of policies issued by the Participating Companies in respect of the business transferred shall as from the Transfer Date continue as good and effectual against the Terminating Company.

(n) PROVIDE that if any of the first Directors of the Terminating Company are interested in the subject matter of the scheduled Agreement, such Directors shall be entitled to carry the Agreement into effect notwithstanding that they or any of them are so interested, and it shall be no objection to the said Agreement that such Directors are so interested or that they or any of them as promoters and Directors of the Terminating Company stand in a fiduciary position towards that Company, and they shall not be liable to account to the Terminating Company or to any person whomsoever for any profit or benefit derived by them respectively in or by virtue of the said Agreement.

(o) REPEAL Part III and the First Schedule of the Insurance Act, 1936.

(p) EMPOWER the Terminating Company to substitute with the approval of the Minister for Industry and Commerce for any policies of any participating Company new policies of Assurance not less favourable to the policy holders in the opinion of the Minister for Industry and Commerce.

(q) PROVIDE that the Terminating Company shall file with the Registrar of Companies its first balance sheet as of 31st December, 1939.

(r) EXTEND the provisions of the Amending Act applicable to the Participating Companies to any other Assurance Company which shall prior to the appointed day have executed with the consent of the Minister for Industry and Commerce an Agreement to transfer to the Terminating Company on terms similar to those of this Agreement (with such modifications (if any) as may be sanctioned by the said Minister) the Life and/or Industrial Assurance business in Ireland of such other Assurance Company, and empower the Terminating Company with the approval of such Minister to grant in respect of any policy or policies of any such other Assurance Company such additional benefits and on such terms as in the opinion of the said Minister is expedient or desirable, without being prejudicial to the interests of policyholders and/or shareholders of the Participating Companies.

IN WITNESS whereof the parties hereto have hereunto affixed their respective seals the day and year first in these presents written:—