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Codes of Conduct

Codes of Conduct for Employees

The following Code of Conduct sets out required standards of business behaviour for employees, and the values the Company wishes to promote, taking into consideration the new recommended State guidelines. It is not intended to be an exhaustive list of guidelines for all possible eventualities. Individual departments may wish to provide additional guidance for their employees relevant to their own working arrangements.

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Objectives

In order to achieve our corporate objectives, the Dún Laoghaire Harbour Company is obliged to conduct business, and be seen to conduct business, in a lawful manner and to promote high ethical business and personal standards. Integrity, confidence and trust must be the basis of all our corporate relationships. These standards of behaviour and values are set in the context of a commitment to excellence and a high quality service, while striving to maintain high levels of performance and personal responsibility.

 

Company Commitments

The Company will comply fully with all legal requirements including environmental laws and regulations and will take into account legitimate employee interests. The promotion and preservation of the health and safety of employees will be of utmost importance.

The Company will ensure that community concerns are fully considered and will minimise any detrimental impact of our operations on the environment.

Dún Laoghaire Harbour Company will operate a fair employment policy, which promotes equality and prohibits discrimination in the workplace across the nine grounds of gender, marital status, family status, age, disability, sexual orientation, race, religion and membership of the Traveller community. Open communication throughout the organisation, and a congenial work environment based on co-operative relationships will be a major priority.

 

Application of the Code

The provisions of the Code apply to all full-time, part-time and temporary employees.

Each employee will be issued with a copy of the Code and they will be required to indicate in writing that they have received and read it. Clarification of any part of the document will be given, if required, by Departmental Managers. Breaches of the Code will constitute a breach of discipline and will be dealt with in accordance with our disciplinary codes.

 

Code of Conduct & Business Ethics

1. Integrity

1.1 All employees of the Dún Laoghaire Harbour Company will act with honesty and integrity in their dealings with customers, suppliers and other parties, whether internal or external, with whom the Company is involved.

1.2 Employees will not engage in any outside activity, which would, in any way, impair their ability to perform their duties to the Company.

1.3 The use of Company resources or time for personal gain, for the benefit of persons/organisations unconnected with the Company, or for the benefit of competitors is prohibited.

1.4 Employees will not appropriate to their own use, Dún Laoghaire Harbour Company property, equipment or facilities.

1.5 Employees will not become personally or financially involved in any outside business, which would be in competition with, or in conflict with, the interests of the Dún Laoghaire Harbour Company.

1.6 It is the responsibility of every employee, including management at every level, to disclose to their appropriate Departmental Manager any private interest which might constitute a conflict of interest and to comply with any directive in relation to such involvement. A confidential register of such interests will be maintained by the Secretary of the Company. Where the situation arises, in relation to the Chief Executive, he/she shall discuss the matter with the Chairman of the Company.

1.7 No employee at any level in the organisation should be involved in the making of a recommendation or decision on a transaction which could benefit or otherwise materially affect another party with which a family relationship exists or from which a financial benefit might accrue to the employee concerned, whether from investments or otherwise.

1.8 Employees, particularly those in a position of authority or influence, will not use their position to obtain facilities or personal arrangements, which are not authorised at the appropriate level in the Dún Laoghaire Harbour Company.

1.9 Employees charged with the responsibility for preparing company accounts/reports must ensure that they accurately reflect our business performance, and are not misleading, or designed to be misleading.

1.10 Employees should not solicit or accept sponsorship or gifts, for the Company, or for events involving Dún Laoghaire Harbour Company employees, where this could be deemed to influence or otherwise compromise a Company decision relating to any transaction with the donor.

1.11 Under no circumstances, may cash or cash vouchers be accepted by a member of staff.

1.12 Likewise, employees may not approach any Company with which they have contact through their official duties seeking sponsorship or support for any club, association, trade union or other organisation. Departmental Managers may apply discretion in the application of this rule to instances of small patronage.

1.13 Employees should not accept special facilities or discounts on private purchases from suppliers with whom they have official dealings.

2. Information

2.1 An employee of the Dún Laoghaire Harbour Company must not disclose confidential, personal, or commercially sensitive information (e.g. future plans, or details of major organisational or other changes such as restructuring) obtained by her/him relating to Company affairs.

2.2 Employees will not give interviews regarding the activities of the Dún Laoghaire Harbour Company, other than at the request of the Chief Executive.

2.3 Employees, when presenting papers to learned societies, etc., or when attending conferences, are encouraged to present the Dún Laoghaire Harbour Company in a positive light.

2.4 Employees will not use or associate the name of the Dún Laoghaire Harbour Company with any act, function, organisation, society, club or business, except with the written permission of the Company. This does not preclude employees on a personal basis from being involved in social and other voluntary organisations.

3. Obligations

3.1 In all transactions, employees will ensure that business is conducted in the best interest of the Company, having regard to company policy, rules and legislative requirements.

3.2 Employees will comply strictly with the tendering, procurement and approvals procedures current at the time. The appropriate Departmental Manager is in a position to clarify this.

3.3 Controls to prevent fraud, including controls to ensure compliance with prescribed procedures in relation to claiming expenses for business travel, will be observed at all times.

3.4 Employees will abide by safety and health regulations as specified in the Company’s Health and Safety Statement.

4. Behaviour at Work

4.1 Employees will act in a manner consistent with the proper performance of the function of their position, including refraining from conduct such as drug or alcohol abuse, which might impair work performance.

4.2 The terms of the holiday and sick leave regulations will be complied with.

4.3 It must be ensured that non-discriminatory language is used in all communications, including display material and documents in electronic form.

4.4 Due care and attention must be exercised in the use of the Company’s property, premises, equipment, resources and funds, and employees will not cause or permit damage or defilement, or use them for unauthorised purposes.

4.5 Due respect will be shown to colleagues at work, including respect for their values and beliefs.

4.6 An employee’s behaviour should not endanger or cause distress to their colleagues, or contribute to disruption in the workplace.

4.7 The policy on harassment, sexual harassment and bullying will be observed and supported by all employees.

4.8 Employees will ensure that their standard of dress and personal appearance is appropriate to their work environment and shows due consideration and respect for colleagues.

4.9 Compliance with employment, equality and equal status legislation is essential, as well as the duty not to discriminate against colleagues on the basis of gender, race, sexual orientation, membership of the traveller community, disability, age, marital status, family status and religious belief.

4.10 Employees will value and treat customers equally and will be committed to fairness in all business dealings.

5. Loyalty

5.1 All employees have a primary duty to the Dún Laoghaire Harbour Company as their employer.

 

Conclusion

The good reputation of the Dún Laoghaire Harbour Company as an organisation, which maintains the highest standards of integrity in all its business dealings, is dependent on all employees complying with both the letter and spirit of this code of conduct.

Nothing in this code will modify or preclude the obligation of employees to conform with other rules, regulations and procedures relative to particular groups or situations.

If any employee is concerned at any time as to whether a particular situation contravenes any part of this code, s/he should immediately discuss the matter with his/her appropriate Departmental Manager, or in the case of the Chief Executive s/he should discuss the matter with the Chairman of the Company.

 Code of Conduct for Directors

This code of conduct (“the Code”) was adopted by the directors of Dún Laoghaire Harbour Company (“the Company” which expression shall include all subsidiary and associated companies) on the 16th day of December 2003.

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1. Introduction

1.1 This code of conduct (“the Code”) was adopted by the directors of Dún Laoghaire Harbour Company (“the Company” which expression shall include all subsidiary and associated companies) on the 16th day of December 2003.

1.2 It is expected that the directors of the Company will apply the same duty and care to the resources of the Company as they would to their own resources. The ethos should be “strongly focused on the principals of control and integrity”.

1.3 The Code outlines the responsibilities of each director to the Company and amongst other things establishes procedures for dealing with any potential conflict of interest which may arise between the responsibilities of a director and any other outside interest which he/she or a connected party may have.

1.4 The Code is not a full statement of obligations of a director arising from his/her relationship with the Company. A director’s duties and responsibilities arise inter alia from five primary sources as follows which are dealt with in the attached book and schedules:-

  1. General law;
  2. Company law;
  3. The Harbour’s Act, 1996 (“the Harbours Act”);
  4. The memorandum and articles of association of the Company;
  5. Code of Practice for the Governance of State Bodies issued by the Department of Finance.

1.5 References in the Code to “a connected party” (or “connected persons”) means those persons set out in paragraph (I)(a)-(d) inclusive of schedule 5.

2. General Responsibilities

It is the responsibility of each director to ensure that he/she acts within the law in general and in particular in fulfilling his/her duties as a director of the Company. It is the responsibility of each director to satisfy him/herself as to what is lawful or otherwise. It is also the responsibility of each director to ensure that all of these activities, whether covering specifically or otherwise in this document, are governed by the ethical considerations implicit in these procedures.

 

3. Confidentiality

3.1 The directors of the Company in the course of their duties have access to confidential information. The directors should familiarise themselves with the provisions in article 104 of the articles of association (a copy of which is set out in Schedule 1, which binds all directors to a strict confidentiality obligation).

3.2 Apart from the obligations in article 104 of the articles of association there is a specific confidentiality obligation in Section 33 of the Harbours Act a copy of which is set out in Schedule 2.

 

4. Conflict of Interest

4.1 The duty of each director is to act at all times solely in the interest of the Company to the exclusion of all other considerations.

4.2 A conflict of interest exists in any situation where the personal or other interest of a director or a connected party might in any way affect the discharge by the director of his/her duties or his/her deliberations in a situation where a director or a connected party could benefit. It makes no difference that the Company does not suffer by the conflict of interest. A director or his/her relatives, friends or associates must not under any circumstances obtain any such benefit.

4.3 The general law on conflicts of interest is set out in paragraphs (A)(v) on page 12 and B(iv) on page 15 of the section on Directors Duties and Responsibilities.

4.4 The procedures with regard to dealing with an issue of conflict of interest are set out in article 49 of the articles of association, which is set out in Schedule 3.

4.5 In addition to the requirements specified in article 49 regarding disclosure of interests, this Code establishes for each director a more specific requirement regarding disclosure of interests and the procedures to be followed where such a conflict of interest may exist.

 

5. Declaration of Directors’ Interests

5.1 On appointment to the board of the Company, each director must furnish to the secretary details of his employment and of all other business interests including shareholdings, professional relationships etc. Disclosures over and above those required by the Companies Acts would be treated as confidential. The specific requirements of the Companies Acts are set out in the section on Directors Duties and Responsibilities at paragraphs B(iv) on page 15 and B(v) on page 15.

5.2 Apart from the Companies Act requirements there is a specific requirement under Section 32 of the Harbours Act, to disclose certain interests. A copy of this section is set out in Schedule 4.

5.3 In addition, the director is bound by Department of Finance State Bodies, an extract of which is set out in Schedule 5. In addition the director is bound by the conditions outlined in the Code of Conduct for the Governance of State Bodies issued by the Department of Finance, an extract of which is set out in Schedule 5.

5.4 The interests of any connected party which could involve a continuing conflict of interest should be disclosed as far as they are known to the director:-

NOTE:- (a) Disclosure of minor shareholdings is at the discretion of the board. A holding valued at more than €5,000 in the shares of a company or of more than 5% of the issued share capital of a company is not considered minor;

(b) Each director should consult with the chairman if in doubt regarding disclosure of an interest of his/her own or a connected person (as defined at Schedule 5);

5.5 A director should absent himself/herself when the board is deliberating or deciding on matters in which he/she (other than in his/her capacity as a member of the Board) or a person or body connected with him/her has an interest. Where a question arises as to whether or not a case relates to the interests of a director or a person or body connected with him, the chairman shall determine the question and his decision shall be final and binding on the director and the board.

5.6 The Secretary is required to maintain a register of interests of each director, which is confidential. The register will be updated on a half yearly basis. Changes in interest should be notified to the secretary in the interim as soon as possible. Only the chairman, chief executive and secretary will have access to the register. Use of the register will be strictly limited to the requirements of this code.

 

6. Gifts & Other Benefits

6.1 A director must not obtain personal advantage from any person dealing with the Company.

6.2 In particular, a director must not accept any gifts, or inducements where the value of such could make it appear that the person giving is attempting to influence the director to gain advantage. Any such gifts or inducements received shall be returned tactfully with the requests that no gifts be forwarded in future. Any director who is unsure whether he/she is in breach of this section may refer the matter to the Chairman for his ruling.

 

7. Failure to Comply with Code of Conduct

7.1 Failure by a director to comply with this code of conduct may result in his/her actions being referred to the Minister for Communications, Marine and Natural Resources (“the Minister”) by the chairman and will make a director liable to such action (including a removal from the Board for failure to comply with Section 32 (see 5.2 above) of the Harbours Act) as deemed advisable by the Minister. The power of removal by the Minister and also the other circumstances in which a director is disqualified as being a director is set out in article 46 of the articles of association a copy of which is set out in Schedule 6.

 

8. Ethics

8.1 While the Ethics in Public Office Act, 1995 (“the Ethics Act”) has not been applied to the directors by way of statutory instrument, it is nevertheless the policy of the directors to act in accordance with the principals of the Ethics Act.

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