Paul Coghlan (Fine Gael)
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The first matter will be taken by the Minister for Transport, Tourism and Sport, Deputy Ross. You are very faithful to the House, Minister, and you are welcome once again. Your favourite Senator is waiting.

Victor Boyhan (Independent)
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I thank the Minister for Transport, Tourism and Sport, Deputy Ross, for coming to the House. I have put down a Commencement matter calling on the Minister for Transport, Tourism and Sport to indicate his intentions to authorise the transfer of Dún Laoghaire Harbour Company from the State to Dún Laoghaire-Rathdown County Council, as provided for under the Harbours Act 2015.

I realise the Minister is aware and knowledgeable about what is going on in Dún Laoghaire Harbour but I will set out some key points. There is considerable uncertainty about the future governance and management of Dún Laoghaire Harbour given the possible transfer of Dún Laoghaire Harbour Company from the State to Dún Laoghaire-Rathdown County Council. The suggestion that ports of local or regional significance would transfer to local authorities has been flagged for approximately two years, since 2015. We have seen some cases of where that has happened.

I wish to flag several issues. I wish to declare that I was a director of the company for two terms so I understand the intricacies of company law and especially issues around the governance of Dún Laoghaire Harbour Company. I live in Dún Laoghaire and I am a former local elected representative for the area. I know and understand the workings of the company and of Dún Laoghaire-Rathdown County Council.

I have several concerns. Outstanding issues remain in respect of a due diligence report commissioned for the harbour. There are protracted legal issues. There are human resources issues and disputes. There is a depleted workforce at the company. There are suggestions of a major deficit in the pension fund for the company. There are issues relating to corporate governance and funding sources.

I understand this State company has never issued a dividend to the State. I call on the Minister to check this out at some future date. It would raise serious concern if a State company did not give a dividend to the shareholder. In this case, the Minister for Transport, Tourism and Sport and the Minister for Finance are shareholders on behalf of the State. Every company has to wash its face. A State company, like this one, needs to be able to issue some dividend, if not to the shareholders, then ultimately for spending on the company and the assets of the company.

I have looked at the company's registration and directorships. I understand two of the directors are to cease being in office within months. That will leave only two other directors. This is something I am keen for the Minister to look at. Given the transitional period under discussion, perhaps the Minister can use his powers and office – which is his entitlement in this case – to appoint one or two directors for another transitional period of one year or two. Ultimately, that is a matter for the Minister but it is important to note that there are four directors in place in the company today and two are due to go in a matter of months.

A person who retired from the company some years ago is now acting harbour master. There is a legal obligation to have a harbour master in any harbour. That is an important issue.

What am I asking of the Minister today? I am asking for a decision to be made on the transfer at some point soon rather than for us to be left in limbo. The physical structure of the harbour is in a bad way in parts. There is no coherent masterplan or vision for the harbour. We need a new governance and management structure. We need a new vision and direction for Dún Laoghaire. This is an amazing port. It is an asset to the country, the local economy and the community of Dún Laoghaire.

We need certainty about the Minister's intentions in the short to medium term. We need certainty on how this is progressing. It is important for the community, the sailing fraternity, businesses in the town and the county council and its chief executive. If they have to take over, they need to understand the ramifications and whether there is a shortfall and a need for investment. I have touched on a range of issues. At this stage people are crying out for some direction and certainty about a future transfer of this company.

Shane Ross (Dublin Rathdown, Independent)
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I thank the Senator for bringing up this issue, which is one which has been going on for far longer than would be preferable. The issue of transfer is thorny and has now become a political football. It is a matter of conflict between various parties. I will not and do not have to duck out of anything, but the real problem, as the Senator is aware, is that there are two court cases which constrains me enormously in terms of what I can say about some of the issues he has raised. They are very delicate issues and I do not want to say anything which would prejudice the case.

The Senator will find my reply useful, but before I refer to it I will answer some of the questions he asked. He is right on the issue of directors. It might be helpful to appoint a couple of new directors. If I felt they would hasten the process it would be a very good idea. There is room for that. I note from a table I have here that one director will retire on 1 July this year and another on 23 September. I would not leave the board inquorate, but the case for appointing new directors is probably compelling. This long saga needs a direction which stops the stalemate that appears to have been reached and which is frustrating Government policy and leaving the future of the harbour in a great deal of doubt.

The only real role that the Minister has to play directly in the matter to which the Sensor referred is if there is a dispute about the model of transfer which is adopted when the harbour is taken in by the local authority. That can be done by a direct share transfer or integrating the assets into the local authority. That has not been decided. A risk assessment is currently taking place which is postponing any decision. If there is a dispute, I will be in a position to make a decision but I have not got to that stage yet.

On the issue of the dividend, it is sometimes very frustrating for a Minister to see profitable companies not paying dividends to the State because obviously we feel we could make good use of them. I am not sure whether dividends have never been paid, but I will take the Senator's word on that. They have not been paid recently. The Senator made a case for dividends. Some State companies maintain that there are other reasons they do not want to pay dividends. They include boosting their reserves for specific reasons. The IAA is one of the most profitable companies in my portfolio and does not pay a dividend. We asked it about that. I agree with the Senator that it certainly should pay one. There are sometimes good reasons dividends are not paid or are not as big as they might be. Public companies which make profits sometimes do not pay dividends for the same reasons.

I wish to advise that the transfer of Dún Laoghaire Harbour Company to Dún Laoghaire-Rathdown County Council is progressing. The national ports policy, published in March 2013, provides that the five designated ports of regional significance, that is, Drogheda, Dún Laoghaire, Galway, New Ross and Wicklow, will be transferred to more appropriate local authority-led governance structures. The five ports retain important roles as facilitators of their regional economies and, in some instances, as centres of marine-related amenities and tourism activities. However, the scale and nature of these activities are not such as to warrant continued central government involvement. Dún Laoghaire Harbour Company is designated for transfer to Dún Laoghaire-Rathdown County Council.

The Harbours Act 2015 provides the necessary legislative framework to allow for the transfer of ports of regional significance to local authority control. The relevant legislation was enacted in 2015. The Act is not prescriptive in regard to the model for transport for each port. Rather, it is designed to provide the maximum legislative flexibility by providing for the two possible models of transfer to which I have referred, namely, the retention of the existing company structure and transfer of ministerial shareholding in the company to the local authority or dissolution of the existing company structure and transfer of all assets, liabilities and employees into local authority structures.The intention is that in the case of each port, the local authority and port will agree the most appropriate model of transfer. The optimum model will be the one which finds broad consensus and agreement between parties. If there is disagreement between the port company and the local authority on the model of transfer, then the final decision will be taken by the Minister.

The process of transferring governance of the Dún Laoghaire Harbour Company to the council is well advanced and, as I have said, the future governance and operational structures of the port are primarily matters for agreement between the council and the port company. In the case of each port transfer to a local authority, the decision on the model of transfer is informed by due diligence carried out by the local authority with funding support from my Department.

Dún Laoghaire-Rathdown County Council has procured consultants to conduct due diligence, and the council chief executive presented the due diligence report to councillors at the council meeting held on 9 January 2017. As the report raised a number of issues for further clarification, the chief executive decided to engage a risk and finance consultant to carry out a risk assessment. This assessment will enable the council to fully understand the implications of each model of transfer and the responsibility that will transfer, in financial and other terms. Officials from my Department met with the risk assessor on 31 January 2017 to give the shareholder's perspective on national ports policy and to explain different models of transfer.

Since then, I understand that both the council and the port have engaged in a process. In April 2017, clarification was sought from my officials on whether it was necessary to sign a non-disclosure agreement regarding commercially sensitive information held by the port. My officials met with the Dún Laoghaire Harbour Company's chief executive officer and company secretary on 11 April 2017 to progress matters, and a way forward was agreed in order to enable the exchange of information required, and to clarify any outstanding issues so that the risk assessment could be completed.

I understand the port company has engaged with the risk assessor, who is now in the process of preparing the final report for presentation to the council at a meeting scheduled to take place on 26 February. I expect matters to then progress towards the agreement of a model and a transfer date. Finally, I can confirm that Wicklow Port Company transferred to Wicklow County Council in August 2016 by a ministerial order made under the Harbours Act 2015. Drogheda Port Company transferred to Louth County Council in October 2017. The transfer of the other ports of regional significance to local authority control is progressing.

Victor Boyhan (Independent)
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I thank the Minister for that comprehensive response. It is clear that it is intended to transfer the Dún Laoghaire Harbour Company and the governance of the harbour to Dún Laoghaire-Rathdown County Council. I appreciate that the Minister has outlined that he has a role only in the event of a dispute. Would the Minister consider appointing one or two people to the board early on to help push things along? He has identified that as a possibility. I also appeal to the Minister to consider some engagement with Ms Philomena Poole, the chief executive of Dún Laoghaire-Rathdown County Council, in regard to those appointments. Clearly, if this company is going to transfer to Dún Laoghaire-Rathdown County Council, there is a strong case to be made for dialogue and consultation between the Minister and the chief executive beforehand. Suitable people to fill the skills shortage that may affect the company may come forward. I would appreciate it if the Minister would consider that.

Shane Ross (Dublin Rathdown, Independent)
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This is a constructive and sensible discussion. I will respond by saying unless something occurs to me in the next couple of days, I will seriously consider appointing two directors. I will do that through the Public Appointments Service, PAS, process. I would not have any direct involvement in it. It will take place through the process set up by my Department. This will mean that the appointees are independently nominated and are not political cronies or anything of that sort. With that reservation, I accept the Senator's point.