Code of Business Conduct for members of the Board of Drogheda Port Company and itís subsidiaries as required under the Code of Practice for the Governance of State Bodies
Drogheda Port Company has developed this Code of Business Conduct for members of the Board as required under paragraph 2.1 of the Code of Practice for the Governance of State Bodies as adopted by Drogheda Port Company.
Note: References in this document to Drogheda Port Company should be construed as including all subsidiary companies
1. Nature, intent and scope of application
The purpose of the Code is to provide guidance to the Chairman and members of the Board of Drogheda Port Company and all itís subsidiaries in performing their duties as members of the Board, as set down in the Harbours Act 1996 and in the Memorandum and Articles of Association of the Drogheda Port Company and all of its subsidiaries. The Code also sets down other requirements provided for under other legislation and best current practice.
The objectives of the Code are:
- to set out an agreed set of ethical principles
- to promote and maintain confidence and trust in the Board and staff of the Drogheda Port Company
- to prevent the development or acceptance of unethical practices
- to promote the highest legal, management and ethical standards in all the activities of the Drogheda Port Company
- to promote compliance with best current management practice in all the activities of the Drogheda Port Company
3. General Principles
All Board members of the Drogheda Port Company are required to observe the following fundamental principles as set out in the framework for the Code of Business Conduct.
1.Board members are required to disclose outside employment/business interests which they consider may be in conflict or in potential conflict with the business of the Drogheda Port Company. Members are also required to comply with the Ethics in Public Office Act 1995 and the Standards in Public Office Act 2001.
2.The Board will not allow staff of Drogheda Port Company to be involved in outside employment/business interests which may be in conflict or potential conflict with the business of Drogheda Port Company.
3.Board members will avoid giving or receiving corporate gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make independent judgement on business transactions.
4.Board members must be committed to Drogheda Port Company competing vigorously and energetically but also ethically and honestly in all business activities.
5.Drogheda Port Company is committed to conducting its purchasing activities in accordance with public policy guidelines and best business practice.
6.Drogheda Port Company is committed to ensuring that its accounts and reports accurately reflect its business performance and are not misleading or designed to be misleading.
7.Board members are required to avoid the use of Drogheda Port Company resources or time for personal gain, for the benefit of persons/organisations unconnected with Drogheda Port Company or its activities, or for the benefit of competitors.
8. Drogheda Port Company will not acquire information or business secrets by improper means.
1.Drogheda Port Company is committed to providing access to general information relating to its activities in a way that is open and that enhances the accountability of the company to the general public.
2.Members of the Board are required to respect the confidentiality of sensitive information held by the company. This will constitute material such as :
- commercially sensitive information (including, but not limited to, financial information, operational details, contractual information, personnel details, future plans or details of major organisational or other changes such as restructuring)
- personal information and information received in confidence by Drogheda Port Company.
3.Drogheda Port Company will observe appropriate prior consultation procedures with third parties where, exceptionally, it is proposed to release sensitive information in the public interest.
4.Drogheda Port Company will comply with all relevant statutory provisions (e.g. data protection legislation, Freedom of Information Acts).
5.As provided for under section 1 of Appendix A to the Code of Practice, Board members may take independent professional advice, if necessary, at the expense of Drogheda Port Company provided the advice is necessary in the furtherance of their duties and the provision of the advice has been approved following a formal proposal at a meeting of the Board.
1.Drogheda Port Company will fulfil all regulatory and statutory obligations imposed on it.
2.Drogheda Port Company will comply with detailed tendering and purchasing procedures as well as complying with prescribed levels of authority for sanctioning any relevant expenditure as necessary.
3.Drogheda Port Company has introduced controls to prevent fraud and has adequate controls to ensure compliance with prescribed procedures in relation to claiming of expenses for business travel.
4.Directors are required to use their reasonable endeavors to attend all Board meetings.
5.It is acknowledged that the acceptance of positions following employment and/or engagement by a State body can give rise to the potential for conflicts of interest and to confidentiality concerns. The Board of Drogheda Port Company will consider any cases in which such conflicts of interest or confidentiality concerns may arise and will take appropriate steps to deal with such matters in an effective manner. The Board will also ensure that any procedures that it may put in place in this regard are monitored and enforced.
1.The Board of Drogheda Port Company acknowledge the responsibility to be loyal to Drogheda Port Company and to be fully committed to all its activities while mindful that Drogheda Port Company must at all times take into account the interests of the shareholder
2.The Board of Port of Drogheda Port Company acknowledge the duty of all to conform to the highest standards of business ethics.
1. Drogheda Port Company is committed to complying with employment equality and equal status legislation.
2.Drogheda Port Company is committed to fairness in all its business dealings
3. Drogheda Port Company values its customers and treats all customers fairly.
1.The Board and management of Drogheda Port Company place the highest priority on promoting and preserving the health and safety of its staff.
2.Drogheda Port Company will ensure that community concerns are fully considered in all its activities and operations.
3.Drogheda Port Company will take cognizance of the impacts of its operational and developmental policy on the environment.
1.Drogheda Port Company will circulate this Code of Business Conduct, and a policy document on disclosure of interests, to all members of the Board for their retention. An Employee Code of Business Ethics will be circulated to all members of staff for their retention.
2.Drogheda Port Company will ensure that all members of the Board and staff acknowledge receipt of the appropriate Code and understand its contents.
3.Drogheda Port Company will provide practical guidance and direction as required on such areas as gifts and entertainment and on any other ethical considerations which may arise.
1.Drogheda Port Company will review this Code as appropriate.
2.Any revisions to this Code must be considered and approved at a meeting of the Board of the Drogheda Port Company.