ukpga/1981/56 — Transport Act 1981

Transport Act 1981 1981 c. 56 An Act to make provision with respect to the disposal by the British Railways Board of part of their undertaking, property, rights and liabilities; to provide for the reconstitution of the British Transport Docks Board under the name of Associated British Ports and to confer on a company powers over that body corresponding to the powers of a holding company over a wholly-owned subsidiary; to dissolve the National Ports Council and amend the Harbours Act 1964; to make further provision for promoting road safety; to make provision with respect to road humps; to provide a new basis of vehicle excise duty for goods vehicles; to amend the law as to the payments to be made for cab licences and cab drivers’ licences; to make provision for grants to assist the provision of facilities for freight haulage by inland waterway; to make provision with respect to railway fires; to amend Schedules 7 and 8 to the Public Passenger Vehicles Act 1981; and for connected purposes. [31st July 1981] Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Part II Reconstitution of British Transport Docks Board Associated British Ports and its Holding Company. 5 1 As from the appointed day, the British Transport Docks Board shall be known as Associated British Ports and the following provisions of this Part have effect with respect to the constitution, powers and duties of that body. 2 As from the appointed day, a company (referred to in this Part as “ the Holding Company ”) shall have the powers in relation to Associated British Ports conferred on it by the following provisions of this Part, being powers corresponding to the powers of a holding company over a wholly-owned subsidiary; and for the purposes of any enactment Associated British Ports shall be deemed to be such a subsidiary of the Holding Company. 3 The Secretary of State shall by order made by statutory instrument taking effect on the appointed day designate as the Holding Company a company limited by shares, formed and registered under the Companies Act 1948, in which all the issued shares are held by the Secretary of State or by nominees for him. 4 In this Part the “ appointed day ” means such day as the Secretary of State may, with the consent of the Treasury, appoint for the purposes of this section by order made by statutory instrument. The financial structure. 6 1 The commencing capital debt of Associated British Ports and any liability of Associated British Ports in respect of sums borrowed from the Secretary of State are extinguished as from the appointed day. 2 On the appointed day— a Associated British Ports shall issue to the Holding Company such securities, and pay to the Holding Company such sum of money, as the Secretary of State may direct; and b the Holding Company shall issue to the Secretary of State or, if he so directs, to nominees for him such shares and securities of the company, and shall pay to him such sum of money, as he may direct. 3 Shares issued in pursuance of subsection (2)(b) shall be of such nominal value and shall be deemed to have been issued for such consideration as the Secretary of State may direct. 4 The Secretary of State may give directions as to the manner in which the various matters provided for by the preceding provisions of this section are to be dealt with in the accounts of Associated British Ports and the Holding Company for the period beginning with or including the appointed day. 5 In ascertaining for the purposes of section 39 of the Companies Act 1980 the profits of the Holding Company which are available for distribution, any amount which by virtue of the Secretary of State’s direction is to be treated as a revenue reserve of the company shall be treated as accumulated, realised profits of the company. 6 In ascertaining for the purposes of section 56 of the Companies Act 1948 what amount falls to be treated as a premium received on the issues of shares by the Holding Company in pursuance of subsection (2)(b), the amount which in accordance with the Secretary of State’s direction is to be deemed to be the consideration for the issue shall be taken to be reduced by such amount as the Secretary of State may direct to be treated as a revenue reserve of the company. 7 The Secretary of State shall not give any directions for the purposes of this section without the consent of the Treasury, and shares or securities of the Holding Company held by the Secretary of State or by nominees for him shall not be disposed of except with the consent of the Treasury and in such manner and on such terms as the Treasury may direct. 8 There shall be paid into the Consolidated Fund— a any sum paid to the Secretary of State by the Holding Company under subsection (2)(b); b any dividends or other sums received by the Secretary of State or his nominees in right of, on the disposal of or otherwise in connection with any shares or securities of the Holding Company. 9 Directions given by the Secretary of State under this section to Associated British Ports or the Holding Company shall be in writing. 10 The first report prepared by the directors of the Holding Company under section 157 of the Companies Act 1948 after the appointed day shall contain a statement of every direction given by the Secretary of State under this section. Constitution of Associated British Ports, etc. 7 1 Associated British Ports continues to be a body corporate. 2 The members of Associated British Ports shall be known as directors. 3 The number of directors of Associated British Ports shall be determined by the Holding Company from time to time, but shall not be less than five or more than thirteen. 4 The directors of Associated British Ports shall be appointed by the Holding Company for such period as the Holding Company may determine but, without prejudice to any claim for damages for breach of contract, may be removed by the Holding Company at any time. 5 The provisions of Schedule 2 have effect with respect to the constitution and proceedings of Associated British Ports and related matters. Powers of Associated British Ports. 8 1 The provisions of Schedule 3 have effect with respect to the powers of Associated British Ports. 2 In favour of a person dealing in good faith with Associated British Ports, any transaction decided on by the directors of Associated British Ports shall be deemed to be one which it is within the capacity of Associated British Ports to enter into and the power of the directors shall be deemed to be free of any limitation imposed by or by virtue of any provision of this Part. 3 A person dealing with Associated British Ports is not bound to enquire as to the capacity of Associated British Ports to enter into a transaction or as to any such limitation on the powers of the directors as is mentioned in subsection (2), and shall be presumed to have acted in good faith unless the contrary is proved. 4 Associated British Ports shall exercise its control over its subsidiaries so as to ensure that they do not engage in activities which Associated British Ports itself has no power to engage in. General duties of Associated British Ports. 9 1 It is the duty of Associated British Ports to provide port facilities at its harbours to such extent as it may think expedient. 2 Associated British Ports shall have due regard to efficiency, economy and safety of operation as respects the services and facilities provided by it and its subsidiaries. 3 In the performance of its functions Associated British Ports shall have regard to the interests in general of its employees and the employees of its subsidiaries. 4 This section does not impose any form of duty or liability enforceable, either directly or indirectly, by proceedings before any court. Provisions of the Companies Acts applying to Associated British Ports. 10 1 The provisions of The Companies Acts mentioned in subsection (2) apply to Associated British Ports, subject to the adaptations specified in subsection (3), as if Associated British Ports were a public company registered in England and Wales under the Companies Act 2006 and as if the directors of Associated British Ports were the directors of such a company; and the supplementary provisions of those Acts relating to the interpretation, operation and enforcement of those provisions apply accordingly. 2 The provisions of the Companies Acts referred to in subsection (1) are the following— Subject matter Provisions applied 1. Financial assistance for purchase of shares, &c. Chapter 2 of Part 18 of the Companies Act 2006. 2. Registration of charges. Chapter 1 of Part 25 of that Act. 3. Accounts and reports. Part 15 of that Act. 4. Audit. Part 16 of that Act. 5. Disclosure by directors of interests in contracts, &c. Chapter 3 of Part 10 of that Act. 6. Power of Court to give relief in certain cases. Section 1157 of that Act. 7. Restrictions on distributions. Part 23 of that Act. 3 The provisions mentioned in subsection (2) apply to Associated British Ports with the following adaptations— a any reference to the date of incorporation of Associated British Ports shall be construed as a reference to the appointed day; b any reference to the registered office of Associated British Ports shall be construed as a reference to its principal office; c any reference to the members of Associated British Ports shall be construed as a reference to the Holding Company and any reference to shares in Associated British Ports shall be disregarded; d documents required to be laid before Associated British Ports in general meeting shall instead be sent to the Holding Company, and any reference to documents so laid shall be construed accordingly. 4 The Secretary of State may by regulations make such amendments of subsections (1) to (3) as appear to him necessary or expedient in consequence of changes in company law coming into force after the passing of this Act. 5 Regulations under subsection (4) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. Payments to Holding Company out of profits of Associated British Ports. 11 1 The directors of Associated British Ports shall from time to time pay to the Holding Company such sums as appear to them to be justified by the profits of Associated British Ports. 2 For the purpose of sections 830 and 831 of the Companies Act 2006 (restrictions on distributions) such payments by Associated British Ports are distributions. 3 For the purpose of section 831 of the Companies Act 2006 (restriction on extent to which distributions may reduce a company’s net assets) the undistributable reserves of Associated British Ports include— a any capital reserve arising from the capital debts extinguished by section 6(1); b any reserve arising from payments made by the Holding Company on terms that the amount paid form part of Associated British Ports’ undistributable reserves. 4 In section 416(3) of the Companies Act 2006 (directors’ report) as it applies to Associated British Ports the reference to the amount recommended by the directors to be paid by way of dividend shall be construed as a reference to the amount proposed by them to be paid to the Holding Company under subsection (1). Documents to be kept available for inspection. 12 1 Associated British Ports shall keep at its principal office— a a copy of any rules for the time being prescribed by the Holding Company under paragraph 4 of Schedule 2 with respect to the proceedings of the directors of Associated British Ports; b a statement of the limit for the time being set by the Holding Company under paragraph 21(5) of Schedule 3 on the aggregate amount of borrowing and guarantees by Associated British Ports and its subsidiaries; and c a statement of any restrictions for the time being imposed by the Holding Company under paragraph 22 of that Schedule on the financial arrangements which may be entered into by Associated British Ports and its subsidiaries; and those documents shall, during normal business hours, be made available for inspection by any person on request. 2 It is an offence for Associated British Ports to fail to comply with a request under subsection (1). 3 An offence under subsection (2) is punishable on summary conviction with a fine not exceeding level 3 on the standard scale . Transfer of functions of Holding Company. 13 1 The Holding Company may nominate another company to be Holding Company in its place and, subject to subsection (2), the provisions of this Part thenceforth have effect as if references to the Holding Company were references to the nominated company. 2 A nomination under this section does not affect references to the Holding Company in section 6, this subsection and paragraphs 4, 7(1) and (4) and 8 of Schedule 4; and those references remain references to the company designated under section 5(3). 3 A nomination under this section does not affect the validity of anything done before the nomination takes effect by or in relation to the company making the nomination, and anything which when the nomination takes effect is in process of being done by or in relation to that company may, if it relates to any functions transferred by virtue of the nomination, be continued by or in relation to the company nominated. 4 Any appointment or rule made, limit set, restriction imposed, or other thing done by or on behalf of a company making a nomination under this section in connection with any functions transferred by virtue of the nomination shall, if in force when the nomination takes effect, have effect as if made, set, imposed or done by or on behalf of the nominated company so far as that is required for continuing its effect after the nomination takes effect. 5 A company may not be nominated under this section unless it is controlled by the company designated under section 5(3); and if a company so nominated ceases to be so controlled— a its functions as Holding Company cease to be exercisable except for the power conferred by this section; and b it shall forthwith nominate under this section the company designated under section 5(3) or a company controlled by that company. 6 In this section “ company ” means a company limited by shares which is formed and registered under the Companies Act 2006 ; and for the purposes of this section a company is controlled by another company if, and only if, all the issued voting shares in the company are held by that other company or by a company controlled by that other company. Provisions supplementary to ss. 5 to 13. 14 1 The provisions of Part I of Schedule 4, being provisions supplementary to or consequential on the other provisions of this Part, have effect as from the appointed day. 2 The other provisions of this Part have effect subject to the transitional provisions and savings contained in Part II of that Schedule. 3 In this Part— “ the appointed day ” has the meaning given by section 5(4); “ enactment ” means any provision of a public general Act, of a local, private or personal Act, of a provisional order confirmed by an Act or any regulations, order, scheme, byelaws or similar instrument made under an Act; “ harbour ” has the same meaning as in the Harbours Act 1964; “ the Holding Company ”, subject to section 13(1), means the company designated by the Secretary of State under section 5(3); “ pension ”, in relation to a person, means a pension, whether contributory or not, of any kind whatsoever payable to or in respect of him, and includes a gratuity so payable and a return of contributions to a pension fund, with or without interest thereon or any other addition thereto and any sums payable on or in respect of the death of that person; “ pension fund ” means a fund established for the purposes of paying pensions; “ pension scheme ” includes any form of arrangement for the payment of pensions, whether subsisting by virtue of an Act of Parliament, trust, contract or otherwise; “ port facilities ” means— a the constructing, improving, maintaining, regulating, managing, marking or lighting of a harbour or any part thereof; b the berthing, towing, moving or dry-docking of a ship which is in, or is about to enter, or has recently left, a harbour; c the loading or unloading of goods, or embarking or disembarking of passengers, in or from any such ship; d the lighterage or the sorting, weighing, warehousing or handling of goods in a harbour; and e the movement of goods within a harbour; “ shares ” includes stock; “ securities ”, in relation to a body corporate, includes debentures, debenture stock, bonds and other securities of the body corporate, whether or not constituting a charge on the assets of that body; “ subsidiary ” means a subsidiary as defined in section 1159 of the Companies Act 2006 ; “ wholly-owned subsidiary ” means a subsidiary all the issued shares of which are beneficially owned by the body of which it is a subsidiary, or by one or more other wholly-owned subsidiaries of that body, or partly by that body and partly by any wholly-owned subsidiary of that body. 4 References in this Part to Associated British Ports’ business or undertaking include any business or undertaking carried on by a subsidiary of Associated British Ports. 5 References in this Part to Associated British Ports’ harbours include any harbour for the time being owned or managed by Associated British Ports or by any of its subsidiaries. Part III Dissolution of National Ports Council and Amendment of the Harbours Act 1964 Dissolution of National Ports Council. 15 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 In ... Part I of Schedule 5— “ the appointed day ” means the day appointed by the Secretary of State under subsection (1); “ the Council ” means the National Ports Council; “ enactment ” means any provision of a public general Act, of a local, private or personal Act, of a provisional order confirmed by an Act or any regulations, order, scheme, byelaws or similar instrument made under an Act. Levy of contributions from harbour authorities. 16 1 The Secretary of State shall levy from harbour authorities such contributions as appear to him necessary to meet the expenses specified in subsection (2) .... 2 The expenses referred to in subsection (1) are— a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c expenses incurred by him under paragraph ... 8(4)(b) or 9(5) of Schedule 5. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Sums received by the Secretary of State by virtue of this section shall be paid into the Consolidated Fund. 5 In this section and section 17 “ harbour authority ” means a person engaged (whether or not in the exercise of statutory functions) in improving, maintaining or managing a harbour within the meaning of the Harbours Act 1964. Charging schemes. 17 1 Contributions under section 16 shall be levied by means of one or more schemes made by the Secretary of State, referred to in this section as “ charging schemes ”. 2 A charging scheme shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. 3 A charging scheme may apply to all harbour authorities, subject to subsection (4), to harbour authorities of a particular class or to particular harbour authorities, and may make provision for levying different contributions from different harbour authorities to whom it applies. 4 No contribution shall be levied from a harbour authority under a charging scheme if the only harbour being improved, maintained or managed by them is a fishery harbour or marine work within the meaning of the Harbours Act 1964. 5 The provisions of Part II of Schedule 5 have effect with respect to charging schemes. Amendments of the Harbours Act 1964. 18 1 The Harbours Act 1964 is amended in accordance with Schedule 6. 2 With the exception of paragraph 10, the provisions of Schedule 6 come into force on the day appointed by the Secretary of State under section 15(1). 3 Paragraph 10 of Schedule 6 comes into force on such day as the Secretary of State may appoint by order made by statutory instrument. 4 So far as may be necessary for the purposes of any amendment by this Act of the Harbours Act 1964, references in that Act to the Minister shall be construed as references to the Secretary of State. Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Part V Miscellaneous and General Miscellaneous Road humps. 32 1 The provisions of Schedule 10 have effect with respect to road humps. 2 This section and Schedule 10 come into force on such day as the Secretary of State may appoint by order made by statutory instrument, and different days may be so appointed for different purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Charges for licensing of cabs and cab drivers. 35 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Where section 70 of the Local Government (Miscellaneous Provisions) Act 1976 (fees for vehicle and operator’s licences) is not in force in the area of a district council, the sums to be paid for a licence granted by the council under section 37 of the Town Police Clauses Act 1847 (licensing of cabs outside London) shall be such as the council may determine, and different sums may be so determined with respect to different descriptions of vehicle ; and the sums so determined shall be such as appear to the council to be sufficient in the aggregate to cover in whole or in part— a the reasonable cost of the carrying out by or on behalf of the district council of inspections of hackney carriages for the purpose of determining whether any such licence should be granted or renewed ; b the reasonable cost of providing hackney carriage stands ; and c any reasonable adminstrative or other costs in connection with the foregoing and with the control and supervision of hackney carriages. 3A In subsection (3) above, references to a district council shall be read, in relation to Wales, as references to a county council or a county borough council 4 This section does not extend to Scotland. 5 This section comes into force on such day as the Secretary of State may by order made by statutory instrument, appoint, and different days be so appointed for different purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Railway etc. byelaws: increase in penalties. 37 In section 67 of the Transport Act 1962 (byelaws for railways and railway shipping services) for subsection (3) there is substituted the following subsection— 3 Any byelaws made under this section may provide— a in the case of byelaws made by virtue of subsection (1) above, that any person contravening them shall be liable on summary conviction to a penalty not exceeding £200 for each offence; and b in the case of byelaws made by virtue of subsection (2) above, that any person contravening them shall be liable on summary conviction to a fine not exceeding £50 for each offence and, in the case of such a contravention which continues after conviction, to a fine not exceeding £10 for each day on which the offence so continues. . Fires caused by railway engines. 38 1 In section 1 of the Railway Fires Act 1905 (liability of railway companies to make good damage to crops caused by their engines), in subsection (3) for the words “two hundred pounds there is substituted “ £3,000 or such greater sum as may for the time being be prescribed by order made by the Secretary of State ” ; and after that subsection there is inserted the following— 3A An order under subsection (3) above shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. 3B In the application of subsection (3) above to Northern Ireland for the reference to the Secretary of State there shall be substituted a reference to the Department of the Environment for Northern Ireland and any order made by the Department under that subsection— a shall be made by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979; and b shall be subject to negative resolution as defined by section 41(6) of the Interpretation Act (Northern Ireland) 1954 as if it were a statutory instrument within the meaning of that Act. 2 In section 2 of the Railway Fires Act (1905) Amendment Act 1923 the words “not exceeding the sum of two hundred pounds are hereby repealed. Amendment of Schedules 7 and 8 to the Public Passengers Vehicles Act 1981. 39 In the Public Passenger Vehicles Act 1981— a in Schedule 7 (consequential amendments), paragraph 24 is omitted; b in Schedule 8 (repeals)— i in the entry relating to the Transport Act 1968 the words “in section 145, subsection (2) are omitted, and ii in the entry relating to the Transport Act 1980 after the words “In Schedule 5, Part I there are inserted the words “ (except paragraph 13) ” and for the words “the Minibus Act 1977 and the Transport Act 1978 there are substituted the words “ and the Minibus Act 1977 and paragraphs 2 to 4 of the entry relating to the Transport Act 1978. ” . General Repeals. 40 1 The enactments mentioned in Schedule 12 are repealed to the extent specified in the third column of that Schedule. 2 Part I of that Schedule has effect as from the day appointed by the Secretary of State for the purposes of section 5. 3 Part II of that Schedule has effect as from the day appointed by the Secretary of State under section 15(1), except for the repeal of the entry for the National Ports Council in Part II of Schedule 1 to the House of Commons Disqualification Act 1975 which comes into force on the Council ceasing to exist. 4 Part III of that Schedule so far as relates to— a the Railway Fires Act (1905) Amendment Act 1923; and b the Public Passenger Vehicles Act 1981, comes into force on the passing of this Act and otherwise comes into force on such day as the Secretary of State may appoint by order made by statutory instrument and different days may be so appointed for different purposes. Northern Ireland. 41 1 The following provisions of this Act extend to Northern Ireland— a Part I; b Part II, except— i in Schedule 3, paragraphs 7 and 19; ii in Schedule 4, paragraphs 1, 5 to 9 and 15; c Section 38; d Part I of Schedule 12, and section 40 so far as relates to that Part; e the repeal by Part II of Schedule 12 of the entry for the National Ports Council in Part II of Schedule 1 to the House of Commons Disqualification Act 1975, and section 40 so far as it relates to that repeal ; f Part III of Schedule 12 and section 40 so far as relating to the Railway Fires Act (1905) Amendment Act 1923; g this section and sections 42 and 43. 2 The other provisions of this Act do not extend to Northern Ireland. 3 An Order in Council made under paragraph 1(1)(b) of Schedule 1 to the Northern Ireland Act 1974 which contains a statement that its purposes correspond to those of sections 27 and 28 of this Act shall be subject to annulment in pursuance of a resolution of either House of Parliament instead of the order or a draft of the order being subject to the procedure set out in paragraph 1(4) or (5) of that Schedule. Expenses. 42 Expenses incurred by any government department in consequence of the provisions of this Act shall be defrayed out of money provided by Parliament. Short title. 43 This Act may be cited as the Transport Act 1981. SCHEDULES SCHEDULE 1 Pensions 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transport police 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charges 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision of services for related companies 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leases of vessels 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repeal of powers to provide shipping services and to provide and manage hotels 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Local enactments 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SCHEDULE 2 Further Provisions with respect to the Constitution and Proceedings of Associated British Ports and Related Matters Section 7. Preliminary 1 In this Schedule “ director ” means a director of Associated British Ports. Remuneration and other payments 2 1 The remuneration and allowances payable to directors by Associated British Ports shall be determined by the Holding Company. 2 The payment by Associated British Ports to or in respect of a former director of any pension or compensation for loss of office shall be subject to the approval of the Holding Company. Resignation and vacation of office 3 1 A director may resign his office by notice in writing to Associated British Ports. 2 The office of director is vacated if the director— a becomes there is substituted “is the subject of a bankruptcy restrictions order , an interim bankruptcy restrictions order, a debt relief restrictions order or an interim debt relief restrictions order (under Schedule 4ZB of the Insolvency Act 1986) , or in Scotland has his estate sequestrated ...; or b becomes of unsound mind; or c is absent from meetings of the directors for a period of more than six months without the permission of the directors. Proceedings of the directors 4 1 Subject to any rules which may be prescribed by the Holding Company, the directors may regulate their own procedure. 2 Unless the directors determine otherwise, the quorum necessary for the transaction of business by them is three. Chairman and deputy chairman 5 1 The directors may elect a chairman of their meetings and determine the period for which he is to hold office. 2 If the directors elect a chairman they may also elect a deputy chairman and determine the period for which he is to hold office. Committees of directors 6 1 The directors may delegate any of their powers to a committee consisting of one or more directors. 2 Subject to any rules which may be prescribed by the directors, such a committee may regulate its own procedure and may elect a chairman of its meetings. Executive directors 7 1 The directors may appoint one or more of their number as executive directors. 2 Such an appointment shall be for such period and on such terms as the directors think fit, but shall determine automatically if the person appointed ceases to be a director. 3 The directors may delegate any of their powers to an executive director on such terms and subject to such restrictions as they think fit. 4 An appointment as executive director may be revoked at any time by the directors, but without prejudice to any claim for damages for breach of contract. Secretary 8 1 The directors shall appoint a secretary of Associated British Ports on such terms as to remuneration and otherwise as the directors think fit. 2 A secretary so appointed may be removed by the directors at any time, but without prejudice to any claim for damages for breach of contract. 9 The fixing of the common seal of Associated British Ports shall be authenticated by the signature of the secretary or some other person authorised by the directors to act for that purpose. Auditors 10 1 The auditors of Associated British Ports shall be appointed by the Holding Company for such period as the Holding Company may determine but, without prejudice to any claim for damages for breach of contract, may be removed by the Holding Company at any time. 2 The amounts payable by Associated British Ports to its auditors in respect of remuneration and expenses shall be determined by the Holding Company. Validity of proceedings notwithstanding formal defects 11 1 The validity of proceedings of the directors is not affected by any vacancy among the directors. 2 Acts done by the directors, by a committee of directors or by any person acting as director are valid notwithstanding that it is afterwards discovered— a that there was some defect in the appointment of any such director or person acting as director; or b that any such director or person acting as director was disqualified from acting on grounds of interest or had ceased to hold office as director by virtue of paragraph 3(2). SCHEDULE 3 Powers of Associated British Ports Preliminary 1 Each of the powers conferred on Associated British Ports by this Schedule is in addition to, and not in derogation of, any other power conferred on Associated British Ports by this Schedule or by any other enactment. Operation of harbours and provision of port facilities 2 Associated British Ports has power to operate its harbours and to provide port facilities at them. Consignment and carriage of goods 3 1 Associated British Ports may consign goods on behalf of other persons to or from or on routes through its harbours. 2 Associated British Ports may carry goods by road on behalf of other persons to or from its harbours. Activities as ship’s agent 4 Associated British Ports may carry on at its harbours the activities of a ship’s agent. Storage of goods 5 Associated British Ports may provide facilities for the storage of goods. Development of land 6 1 Associated British Ports may develop in such manner as it thinks fit land belonging to it or to any of its subsidiaries. 2 Associated British Ports may in particular— a develop for use by other persons land belonging to it or to any of its subsidiaries which is not otherwise required for the purposes of its business; or b where the use of such land for the purposes of its business can be combined with its use by other persons, develop the land by constructing or adapting buildings on it for use wholly or partly by other persons, with a view to the disposal of any right or interest in the land or, as the case may be, the buildings or any part of the buildings, after the development is carried out. 3 Where Associated British Ports proposes under this paragraph to develop any land as mentioned in sub-paragraph (2), it may acquire by agreement adjoining land for the purpose of developing it together with the other land. 4 Except as provided by sub-paragraph (3), Associated British Ports does not have power to acquire land solely for the purpose of developing it as mentioned in sub-paragraph (2). Pipelines 7 1 Associated British Ports may construct and operate pipelines in Great Britain. 2 The power conferred by sub-paragraph (1) includes power to construct and operate any works provided in connection with the operation of a pipeline. 3 Associated British Ports does not have power to acquire land for the purpose of constructing pipelines except— a where the pipeline is, or is to be, mainly on land acquired for other purposes; or b where the pipeline is required for the purposes of the business of Associated British Ports other than the operation of pipelines. Incidental amenities and facilities 8 1 In places where those using the services and facilities provided by Associated British Ports or any of its subsidiaries may require them, Associated British Ports may provide both for them and for other persons facilities for the purchase and consumption of food and drink and such other amenities and facilities as appear to Associated British Ports appropriate. 2 Associated British Ports may, at any place where, in the exercise of the power conferred by sub-paragraph (1), it or any of its subsidiaries provides a car park, repair motor vehicles, both for persons using the car park and others, and sell to any such persons petrol, oil, spare parts and accessories for motor vehicles. Other activities 9 Associated British Ports may carry on any business which in its opinion can advantageously be carried on by reason of the fact that the business— a involves the use of machinery, plant or equipment of a kind used by Associated British Ports or any of its subsidiaries in connection with the operation of its harbours; or b requires skills which employees of Associated British Ports or any of its subsidiaries have in connection with the operation of its harbours. 10 1 Associated British Ports may manufacture for sale to any person and repair for any person anything which it considers can advantageously be so manufactured or repaired by reason of the fact that Associated British Ports or any of its subsidiaries has materials or facilities for, or skill in, the manufacture or repair of that thing in connection with its existing activities. 2 Associated British Ports may sell to any person, and for that purpose purchase, anything which is of a kind which Associated British Ports or any of its subsidiaries purchases in the course of its existing activities. 3 In this paragraph “ existing activities ” includes existing activities carried on by virtue of this paragraph. 11 Associated British Ports may provide for any person technical advice or assistance including research services as respects any matter in which it or any of its subsidiaries has skill or experience. Acquisition of further harbour undertakings 12 1 Associated British Ports may, either alone or together with any other person, provide, maintain or operate harbours additional to those which it or any of its subsidiaries owns or manages by virtue of Part II of the Transport Act 1962 (which provided for the division of the undertaking of the British Transport Commission) or by virtue of a harbour reorganisation scheme under the Harbours Act 1964. 2 For the purposes of sub-paragraph (1) Associated British Ports may acquire by agreement any harbour undertaking, or any part of such an undertaking. 3 Associated British Ports may subscribe for or acquire shares or securities of a body corporate which is wholly or mainly engaged, or which it is proposed should become wholly or mainly engaged, in the provision, maintenance or operation of a harbour. Disposal and discontinuance of parts of Associated British Ports’ undertaking, etc. 13 1 Associated British Ports may dispose of any part of its undertaking, or any property, which in its opinion is not required by it for the purposes of its business. 2 Associated British Ports may dispose of or discontinue any part of its undertaking carried on by virtue of paragraph 9 or 10. 3 Associated British Ports may dispose of or discontinue any part of its undertaking acquired under paragraph 12, and may dispose of any shares or securities subscribed for or acquired under that paragraph. 4 The powers of disposal conferred by this paragraph include power— a to dispose of property absolutely or for a term of years; b to dispose of a right in, or interest over, property. Power to promote and oppose Bills 14 1 Associated British Ports may promote Bills in Parliament and may oppose any Bill in Parliament. 2 The power conferred by sub-paragraph (1) is in lieu of any power to promote or oppose Bills which Associated British Ports might otherwise possess as successor to the persons carrying on any undertaking, and, in particular, the persons carrying on any undertaking transferred to the British Transport Commission by the Transport Act 1947, but nothing in this sub-paragraph affects any power exercisable by Associated British Ports as successor to apply for orders and schemes, and oppose applications for orders and schemes, including orders and schemes subject to special parliamentary procedure. 3 In the application of this paragraph to Scotland, “ Bill in Parliament ” includes an order under the Private Legislation Procedure (Scotland) Act 1936. Training, education and research 15 1 Associated British Ports may do anything it thinks fit for the purpose of advancing— a the skill of its employees and those of its subsidiaries; or b the efficiency and manner in which the equipment of Associated British Ports and its subsidiaries is operated, including making, or assisting the making, of provision for training and education. 2 Associated British Ports may do anything which appears to it practicable or desirable for the purpose of— a promoting research into matters affecting, or arising out of, the activities of Associated British Ports and its subsidiaries; or b turning to account the results of any such research. Provision of accommodation, etc. 16 1 Associated British Ports may provide houses, hostels and other like accommodation for its employees and those of its subsidiaries. 2 Associated British Ports may make housing loans to such employees to assist them to acquire housing accommodation and may guarantee loans made for housing purposes to such employees by building societies and other bodies. Pensions 17 1 Associated British Ports may pay pensions and enter into obligations under pension schemes. 2 Associated British Ports may lend money to be applied for the purposes of a pension scheme under which it, or any of its subsidiaries, pays employer’s contributions or is subject to any other obligations. Acquisition of land 18 1 Associated British Ports has power to acquire land for the purposes of its business. 2 Sub-paragraph (1) is subject to paragraphs 6(4) and 7(3). 3 Where it is proposed to dispose of any land belonging to Associated British Ports or any of its subsidiaries, Associated British Ports may acquire by agreement adjoining land for the purpose of disposing of it together with that land. Compulsory purchase of land 19 1 Subject to sub-paragraph (2), the Secretary of State may authorise Associated British Ports to purchase compulsorily any land in Great Britain which it requires for the purposes of its business; and the Acquisition of Land (Authorisation Procedure) Act 1946 shall apply as if Associated British Ports were a local authority within the meaning of that Act and as if this Act had been in force immediately before the commencement of that Act. 2 This paragraph does not authorise Associated British Ports to purchase compulsorily— a land required for the purposes of a business carried on by a subsidiary of Associated British Ports other than a wholly-owned subsidiary; b land required for the purposes of a business or activity carried on by virtue of paragraph 3(2), 4, 9 or 10; c land required for the purpose of providing facilities for the storage of goods other than goods which have been or are to be loaded or unloaded in or carried through one of Associated British Ports’ harbours; or d land which Associated British Ports has power to acquire by agreement under paragraph 6(3) or 18(3). 3 Subject to sub-paragraph (4), the power of purchasing land compulsorily in this paragraph includes power to acquire an easement or other right over land by the creation of a new right. 4 Sub-paragraph (3) does not apply to an easement or other right over any land which forms part of a common, open space or fuel or field garden allotment within the meaning of the Acquisition of Land (Authorisation Procedure) Act 1946. 5 In the application of this paragraph to Scotland— a for any reference to the Acquisition of Land (Authorisation Procedure) Act 1946 there is substituted a reference to the Acquisition of Land (Authorisation Procedure) (Scotland) Act 1947; b for any reference to an easement there is substituted a reference to a servitude; and c the reference in sub-paragraph (4) to a fuel or field garden allotment is omitted. Charges 20 1 Subject to sub-paragraph (2), Associated British Ports may make such reasonable charges as it thinks fit for services and facilities provided by it or by its subsidiaries. 2 This paragraph does not authorise— a the levying of ship, passenger and goods dues within the meaning of the Harbours Act 1964; or b the making of a charge in any case where an enactment relating to any of Associated British Ports’ harbours expressly provides for freedom from charges or otherwise prohibits the making of any charge. 3 The provisions of sections 27 to 48 of the Harbours, Docks and Piers Clauses Act 1847 (which provide for various matters connected with liability for and collection of the rates to be taken by the undertakers) as incorporated with or applied by any enactment relating to any of Associated British Ports’ harbours apply to charges under this paragraph as if they were rates payable under that enactment. Borrowing and guarantees 21 1 Subject to sub-paragraph (5), Associated British Ports may borrow money for any of the purposes of its business, whether of a capital or revenue nature and including any proposed exercise of the powers conferred by paragraph 12, and may do so in such a manner and on such terms as it considers expedient. 2 Without prejudice to the generality of sub-paragraph (1), the power conferred by that sub-paragraph may be exercised— a by the issue of debentures on such terms as Associated British Ports thinks fit; b by borrowing from a bank on overdraft; c by opening an acceptance credit with a bank or accepting house; d by accepting money on deposit. 3 Subject to sub-paragraph (5), Associated British Ports may, for the purposes of its business, give a guarantee for the benefit of any person for the purposes of an undertaking carried on by him or, where that person is a body corporate, any undertaking carried on by a subsidiary of that body corporate. 4 Associated British Ports may, by way of security for any of its borrowing or any guarantee given by it, mortgage or charge all or any part of its undertaking, revenues, property or assets (present or future). 5 The aggregate amount outstanding at any time of— a the principal of money borrowed by Associated British Ports and its subsidiaries; and b guarantees given by Associated British Ports and its subsidiaries, shall not exceed the limit for the time being set by the Holding Company. Restrictions on certain descriptions of financial arrangement 22 1 The Holding Company may from time to time impose restrictions on the descriptions of financial arrangement which may be entered into by Associated British Ports and its subsidiaries. 2 The Holding Company may, in particular, prohibit Associated British Ports and its subsidiaries from entering into specified descriptions of financial arrangement— a absolutely, or b without the consent of the Holding Company, and may set a limit on the aggregate amount of the liabilities which Associated British Ports and its subsidiaries may incur in respect of arrangements of any specified description. 3 Restrictions imposed under this paragraph may be varied or revoked by the Holding Company from time to time. General supplementary powers 23 Associated British Ports may purchase, manufacture or repair anything required for the purposes of its business. 24 Associated British Ports may acquire any undertaking of part of an undertaking if the assets of the undertaking or part are wholly or mainly assets which it requires for the purposes of its business. 25 Associated British Ports may, for the purposes of its business, subscribe for or acquire shares or securities of any body corporate. 26 Associated British Ports may, for the purpose of its business, lend money to any person for the purposes of an undertaking carried on by him or, where that person is a body corporate, any undertaking carried on by a subsidiary of that body corporate. 27 Associated British Ports may— a invest any sums not immediately required for the purposes of its business; and b turn its resources to account so far as not required for those purposes. 28 Associated British Ports may do all other things which in its opinion are necessary or expedient to facilitate the proper carrying on of its business. Subsidiaries 29 1 Associated British Ports may form and promote, or join with any other person in forming and promoting, a company for carrying on any activities which Associated British Ports has power to carry on. 2 Associated British Ports may enter into arrangements with a company formed in exercise of the powers conferred by sub-paragraph (1) for the transfer to that company from Associated British Ports or any of its subsidiaries, in such manner and on such terms (including payments by any of the parties to the arrangements to any other of them) as may be provided for by the arrangements, of any property, rights, liabilities or obligations of Associated British Ports or any of its subsidiaries relevant to the carrying on of the activities to be carried on by the company. Working agreements, etc. 30 1 Associated British Ports may enter into an agreement with any person for the carrying on by that person, whether as agent of Associated British Ports or otherwise, of any of the activities which Associated British Ports may itself carry on. 2 Associated British Ports may enter into arrangements with a person with whom an agreement is made under sub-paragraph (1) for the transfer to that person from Associated British Ports or any of its subsidiaries, in such manner and on such terms (including payments by any of the parties to the arrangements to any other of them) as may be provided for by the arrangements, of any property, rights, liabilities or obligations of Associated British Ports or any of its subsidiaries relevant to the carrying on of the activities to be carried on by that person. Powers in relation to public transport authorities 31 1 Associated British Ports may purchase, manufacture or repair anything required for the purposes of the business of any public transport authority or any subsidiary of such an authority. 2 Without prejudice to paragraph 30(1), Associated British Ports may enter into an agreement with a public transport authority or with a subsidiary of such an authority for the management, working and use by one party to the agreement of works, land or other property belonging to the other party, and with respect to the rendering of services and pooling of receipts or expenses. 3 An agreement under sub-paragraph (2) may be entered into notwithstanding that it involves a delegation of functions under any enactment relating to any part of the undertaking of a party to the agreement. 4 In this paragraph “public transport authority means the British Railways Board, the British Waterways Board , Canal & River Trust , and Transport for London and , the Scottish Transport Group and the National Bus Company . Interpretation 32 In this Schedule— a references to selling and purchasing include references to supplying or obtaining by exchange, hire or hire-purchase; b references to manufacture include references to construction and production; c references to repair include references to maintenance; and d references to goods include references to fish, livestock and animals of all descriptions. SCHEDULE 4 Provisions Supplementing Sections 5 to 13 Part I Supplementary and Consequential Provisions Provisions of Harbours Act 1964 and Docks and Harbours Act 1966 applying to Associated British Ports 1 1 In the definition of “ the Boards ” in section 57(1) of the Harbours Act 1964 the words “ the British Transport Docks Board ” are repealed. 2 In consequence of sub-paragraph (1) the following provisions apply to Associated British Ports as they apply to harbour authorities generally— a sections 26, 27, 30, 31 and 40 of the Harbours Act 1964 (power to make charges, certain charges to be reasonable, revision of charges and power to impose conditions as to use of harbour services and facilities); b section 42 of that Act (accounts and reports); c sections 37 and 39 of the Docks and Harbours Act 1966 (acquisition of harbour businesses or securities of bodies carrying on such businesses). 3 In section 47 of the Docks and Harbours Act 1966 (policing of harbour premises by British Transport Police), in subsection (3) after “section 69 of the Transport Act 1962 there is inserted “and “ the Boards ” has the same meaning as in that section. Provisions of Transport Act 1962 and Transport Act 1968 continuing to apply to Associated British Ports 2 1 Except as provided by the following provisions of this paragraph, the provisions of the Transport Act 1962 and the Transport Act 1968 relating to the Boards established by the said Act of 1962 no longer apply to Associated British Ports. 2 The following provisions of the Transport Act 1962 continue to apply to Associated British Ports— a section 1(1) (establishment of the Boards); b section 13(1) (powers of manufacture and production) and section 14(1)(b) (power to enter into working agreements), so far as those provisions confer power on authorities other than Associated British Ports; c section 24(4) (exclusion of certain enactments relating to accounts, statistics and returns); d Part II, section 67(15) and 81 and paragraph 24 of Schedule 7 (provisions relating to the division of the functions of the British Transport Commission and consequential matters); e section 43(4) and (5) (exclusion of certain enactments relating to railway undertakers); f sections 52(4) and 83(7) (which exclude the Boards from the definition of independent railway undertakings); g section 67(16) (power to make bylaws in relation to railways within a harbour); h sections 69 to 71 (transport police); i sections 74 and 75 and Part IV of Schedule 7 (pensions). 3 The following provisions of the Transport Act 1968 continue to apply to Associated British Ports— a section 51(5) and (6) (joint subsidiaries), so far as those provisions relate to companies which are not subsidiaries of Associated British Ports, except that the Secretary of State’s power to give directions under subsection (6) is not exercisable with respect to Associated British Ports; b section 125 (powers of inspectors of railways); c section 141(2) (application of Town and Country Planning Acts), so far as that provision relates to companies which are not wholly-owned subsidiaries of Associated British Ports; d section 144 (transfer and disposal of historical records and relics); e paragraph 7(1) of Schedule 16 (references to the Boards in certain enactments to include wholly-owned subsidiaries of the Boards). Restriction on cross-eligibility under existing pensions orders 3 1 In this paragraph “ pensions order ” means an order made under section 74 of the Transport Act 1962 (which confers on the Secretary of State power to make orders about pensions in the nationalised transport industry). 2 A person who on or after the appointed day leaves or enters the employment of the group consisting of Associated British Ports and its subsidiaries (in this paragraph referred to as “ the Ports group ”) is not eligible by virtue of any provision of a pensions order made before that day— a to participate in a Ports pension scheme by reason of any employment outside the Ports group; or b to participate in a pension scheme other than a Ports pension scheme by reason of his employment within the Ports group. 3 For the purposes of this paragraph the following are Ports pension schemes— a any pension scheme established by the British Transport Docks Board; b any pension scheme in relation to which the rights, liabilities and functions of the British Transport Commission were transferred to that Board in pursuance of paragraph 14 of Schedule 7 to the Transport Act 1962; c any pension scheme in relation to which the responsibility for making payments was transferred to that Board by virtue of paragraph 15 of that Schedule. Pensions orders made on or after the appointed day 4 1 In this paragraph “ pensions order ” has the same meaning as in paragraph 3. 2 Subject to the following provisions of this paragraph, the power to make pensions orders is exercisable on and after the appointed day as if the Holding Company were a Board within the meaning of the Transport Act 1962. 3 Except on the application of the Holding Company, no pensions order shall be made on or after the appointed day which has the effect of placing in any worse position the Holding Company or any subsidiary of that company. 4 For the purposes of sub-paragraph (3), the Holding Company or a subsidiary shall not be regarded as being placed in a worse position because a pensions order provides that any changes in a pension scheme are not to be effected without the consent of the Secretary of State. 5 A pensions order such as is mentioned in sub-paragraphs (3) which is made without the application of the Holding Company is not invalid because in fact it does not have the effect of securing that the Holding Company and its subsidiaries are not placed in any worse position, but except in so far as the Holding Company approves the effect of the order the Secretary of State shall as soon as may be make the necessary amending order. Appointment of members of Local Boards 5 1 As from the appointed day the members of the Humber Local Board and the Southampton Local Board shall be appointed by Associated British Ports; and the Humber and Southampton Orders are accordingly amended as follows. 2 In Article 11 of each Order (appointment of members)— a for the references to the Secretary of State there are substituted references to Associated British Ports; and b references to consultation with the chairman for the time being of the British Transport Docks Board are omitted. 3 In Article 16(1) of the Humber Order and Article 16(2) of the Southampton Order (notice of resignation) for the reference to the Secretary of State there is substituted a reference to Associated British Ports. 4 In this paragraph “ the Humber Order ” means the Humber Harbour Reorganisation Scheme 1966 Confirmation Order 1967 and “ the Southampton Order ” means the Southampton Harbour Reorganisation Scheme 1967 Confirmation Order 1968. 5 Sub-paragraph (3) applies to any notice of resignation given on or after the appointed day, but subject to that this paragraph does not affect appointments made before the appointed day. Payments for making up of private streets 6 In section 219 of the Highways Act 1980 (payments to be made by owners of new buildings in respect of street works), in subsection (4)(i) (exemption for certain public authorities), the words “the British Transport Docks Board are repealed. Taxation 7 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 92(9)(b) of the Finance Act 1972 (restriction on surrender of surplus advance corporation tax) and section 28(2) of the Finance Act 1973 (restriction of group relief) shall not apply to the Holding Company as the parent company of Associated British Ports. 3 Payments by Associated British Ports under section 11(1) of this Act shall be treated as dividends for the purposes of the enactments relating to corporation tax. 4 The vesting on the appointed day in the Holding Company of powers in relation to Associated British Ports shall not be regarded as constituting a change in the ownership of Associated British Ports for the purposes of section 483 of the Income and Corporation Taxes Act 1970 (restriction on carry forward of loss relief) or section 101 of the Finance Act 1972 (restriction on carry forward of relief for advance corporation tax). Application of Trustee I