Code of Conduct for Directors

CODE OF CONDUCT FOR DIRECTORS

At its meeting on 3rd July 2002 the CIE Board gave its approval for a Code of Business Ethics for Board Members and Directors. It was amended by the Board on 2nd November 2005, 3rd September 2008, 2nd September 2009, 30th June 2010, 6th October 2010, 3rd October 2013, 10th December 2014 and 1st July 2015 and By Dublin Bus Board on 26th August 2015 and 27th April 2017, the amendments are incorporated below:

1 General Policy
It is the policy of Dublin Bus to maintain its high reputation for ethical behaviour and fair dealing in the conduct of its business.

In many cases decisions as to what is ethical or fair are clear cut and will be obvious to any reasonable person. In some situations, however, there may be circumstances where an element of doubt or ambiguity arises. To help in those circumstances and to protect and guide individual directors of Dublin Bus, it is necessary to have a written Code of Conduct and also to comply with the Code of Practice for the Governance of State Bodies. 

It is not possible to provide for every situation in the Code of Conduct. If there is doubt about the probity of any particular situation, the Chairman must be consulted about that situation by the individual concerned.
 
In addition to the requirement for director to behave in an ethical manner, there is also a requirement for them to comply with the requirements of the Companies Act 2014 and other relevant legislative requirements and in the case of each person holding a designated directorship within a state body, to comply with relevant provisions of the Ethics in Public Office Act, 1995 and the Standards in Public Office Act, 2001.

2 Objectives of the Code of Conduct
The objectives of the Code of Conduct are:
(a) to offer guidance to directors in their business conduct,
(b) to establish an agreed  set of ethical principles,
(c) the promotion and maintenance of confidence and trust in Dublin Bus; and
(d) to prevent the development and acceptance of unethical practices by Dublin Bus.

The Code of Business Ethics applies to all directors,

3 Principles of the Code of Conduct
The guiding principles of the Code of Conduct can be summarised under seven headings:
• Integrity,
• Confidentiality of Information,
• Obligations,
• Disclosure of interests,
• Loyalty,
• Fairness and
• Consideration for Work/External Environment.

(a) Integrity
Each director is expected to observe the highest standards of honesty and integrity in all his/her business dealings. To this end, as a director, one must:
• commit to compete vigorously and energetically but also ethically and honestly,
ensure that purchasing activities of goods/services are conducted in accordance with best business practice and in accordance with the Group’s procurement policy,
ensure a culture of claiming expenses only as appropriate to business needs and in accordance with good practice in the public sector generally;
ensure that the Company’s accounts/reports accurately reflect its business performance and are not misleading or designed to be misleading, 
refuse bribes, gifts, hospitality, benefits or offers of preferential treatment which may affect one’s ability to make independent judgement, and report any such approaches in writing to the Chairman,
avoid misrepresenting one’s position or being ambiguous or misleading,
reject any business practice which might reasonably be deemed to be improper,
avoid the use of the Company’s resources or time for personal gain, for the benefit of persons/organizations unconnected with the Company or its activities or for the benefit of competitors,
commit not to acquire information or business secrets by improper means,
not abuse travel facilities or other privileges and
whilst acting in his/her capacity as a director, not act in a manner which could bring the reputation of Dublin Bus into disrepute.
 
(b) Confidentiality of Information
Dublin Bus does not come within the scope of the Freedom of Information Act, 1997. However, Dublin Bus receives requests from 3rd parties who do come within the scope of the act for permission to release information supplied to them by Dublin Bus. Any requests for information pursuant to the Act from third parties should be referred to the Company Secretary.
 
Directors of the Company should also be mindful of the Group’s obligations under the Data Protection Act 1988 and the Data Protection (Amendment) Act 2003 and any requests for or regarding information held by the Company which is subject to the provisions of these Acts should also be referred, in the first instance, to the Company Secretary.

Directors of the Company must, however, support the provision of access by the Group Company to general information relating to the Group’s Company’s activities in a way that is open and that enhances its accountability to the general public.  However, the Group’s “Guidelines on the Release of Information” must be followed in this context. In an effort to provide information to the public, the Group publishes information on its activities and performance on its website which is regularly updated.
 
Every director of the Company owes a duty of confidentiality to the Company in respect of sensitive information held by the Company.  Sensitive information would include, for example:
• any information relating to the Company which is not public information,
commercially sensitive/business information (including information relating to business policies or practices),
any information relating to the Company which is designated by it to be confidential,
personal information and
information received in confidence by the Company. Directors are required to ensure that any sensitive information which they obtain by reason of their directorship is not disclosed and/or mis-used, whether by competitors of the Company or otherwise. In order to protect such information, directors are required to:
ensure that such information is properly safeguarded,
exercise due care in communicating such information having due regard for the Group’s Company’s “Guidelines on the Release of Information”,
avoid using such information for personal gain and
observe appropriate prior consultation procedures with third parties where, exceptionally, Dublin Bus is obliged by law or any regulatory authority, or otherwise, in the public interest, to disclose sensitive information. 
 
Directors are reminded that Section 22 of the Transport (Re-Organisation of Coras Iompair Eireann) Act, 1986, includes a specific duty not to disclose confidential information unless authorised by the Board or by some person authorised in that behalf by the Board or the company. Confidential information is defined in the Act as that which is expressed to be confidential either as regards particular information or as regards information of a practical class or description.  Breach of this statutory duty is an offence which attracts a fine on summary conviction. 

 Directors must remember that their duty of confidentiality does not cease when their directorship ends. The acceptance of further board memberships or employment where the potential for conflict arises should be avoided during a reasonable period of time after the exercise of their function in CIE has ceased. In this regard Board Members/directors should be mindful of the Company’s “Post Termination of Employment Guidelines”.

Directors should not retain documentation obtained during their terms as Director and should return such documentation to the Company Secretary or otherwise indicate to the Company Secretary that all such documentation in their possession has been disposed of in an appropriate manner. In the event that former Directors require access to Board papers or Board minutes from the time of their term on the Board, this can be facilitated by the Company Secretary. 

(c) Obligations 
In order to ensure through one’s business dealings compliance by Dublin Bus with all applicable Government Guidelines, Irish and EU legislation, Board Members and directors are required, to the extent that it is within their power, to:
•fulfill all regulatory and supervisory obligations imposed on Dublin Bus,
comply with the provisions of the Transport Acts, the Ethics in Public Office Act, the Standards in Public Office Act and the Companies Act 2014 which are relevant to them as directors,
co-operate with relevant regulatory and supervisory bodies,
avoid false, inaccurate or misleading entries in records,
ensure that taxation and welfare legislation is upheld by the Company,
ensure that Dublin Bus does not engage in “offensive” tax avoidance transactions (meaning transactions involving uses of the tax code for a purpose other than for which it is intended by the State (including an unintended use of a tax incentive) with a view to reducing the amount of tax to be paid by Dublin Bus or a party to a transaction in which Dublin Bus participates),
ensure one’s actions comply with relevant contractual obligations,
encourage effective and fair competition at all times,
ensure that the Group’s purchasing and tendering procedures and prescribed levels of authority for sanctioning any relevant expenditure are complied with,
avoid engaging in any illegal or criminal activities,
comply with controls to prevent fraud including adequate controls to ensure compliance with prescribed procedures in relation to claiming expenses for business travel,
comply with procedures relating to conflict of interest situations including those relating to: 
(a) post resignation / retirement from / directorship and
(b) appointment and/or consultancy of directors by the private sector,in order to avoid the acceptance of positions following directorship which could give rise to the potential for conflicts of interest and to confidentiality concerns and
comply with the Dublin Bus policy on discrimination, harassment, sexual harassment and bullying.

Directors should use their reasonable endeavors to attend all Board meetings and where appropriate, committee meetings.

(d) Disclosure of Interests
Directors are required to comply with the provisions relating to disclosure of interests set out in:
• Section 7(6)(c) of the Transport Act 1950,
• Section 20 of the Worker Participation (State Enterprises) Act 1977,
• Section 21 of the Transport (Re-organisation of Coras Iompair Eireann) Act 1986,
• Chapter 2 of Part 5 of the Companies Act 2014,
Section 17 of the Ethics in Public Office Act 1995,
Section 23 of the Standards in Public Office Act 2001 (where relevant), 
the disclosure requirements set out in Section 6 to the Code of Practice for the Governance of State Bodies, and
the procedures relating to disclosure of interests established by the Board and 
the procedures set out in this Code.

Directors are required to disclose to the Company Secretary details of outside employment/business interests or interests of any of their family members which are or may be in conflict or in potential conflict with businesses of Dublin Bus.

Where a conflict of interest situation could arise for a director, he/she must desist from dealing with the contract or situation giving rise to the conflict or potential conflict of interest and may not attempt in any way to influence decisions on the matter.
 
(e) Loyalty
Directors must:
acknowledge the responsibility to be loyal to Dublin Bus and fully committed in all its business activities while mindful that the organisation itself must at all times take into account the interests of its shareholder and
acknowledge the duty of all to conform to highest standards of business ethics.
 
(f) Fairness
Directors must:
• comply and ensure compliance by Dublin Bus with employment equality and equal status legislation,
commit and ensure that Dublin Bus commits to fairness in all business dealings and
value customers and passengers and treat all customers and passengers  equally and encourage all Dublin Bus employees to do likewise.
 
(g) Consideration for Work/External Environment
Directors must:
• ensure that Dublin Bus employees place highest priority on promoting and preserving their own health and safety as well as that of fellow employees, customers and other third parties with whom they come in contact in the course of their directorship,
ensure that community concerns are fully considered and
minimise any detrimental impact of Dublin Bus operations on the environment.
 
4 Responsibility
This Code of Conduct which incorporates the policy on disclosure of interests has been circulated to all directors who must retain, acknowledge receipt of and confirm their understanding of same.
 
 5 Review
 This Code of Conduct will be reviewed at least every two years. 
 
6 Guidelines regarding Gifts or Hospitality
Directors should, in their capacity as directors, subject to the procedures outlined below, avoid the giving or receiving of corporate gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make an independent judgement on business transactions.
 
Gifts
It is not appropriate for directors to accept corporate gifts from suppliers to or contractors who have worked for Dublin Bus and they should be declined.

In all cases, the gift should be returned to the sender, with a note advising that acceptance would be contrary to Group policy. Details of returned gifts must be notified at once to the Chairman.
 
Hospitality
Invitations to lunches and dinners which are in the normal course of business are acceptable.

Modest hospitality (including sporting events and golf outings) may be accepted by directors in their capacity as such, provided:
• prior approval has been received from the Chairman,
the frequency and scale of hospitality is not more than Dublin Bus might be expected to give in return,
the number of Dublin Bus staff or directors availing of the hospitality is kept to a minimum and 
invitations do not include the provision of travel or overnight accommodation and availing of the hospitality does not identify Dublin Bus in a public way with any particular supplier or contractor. Details of hospitality offered in this context, that has been turned down, must be notified at once to the Chairman.

7 Independent Professional Advice
When any Board Member/director (or group of Board Members/directors) of CIE considers that circumstances have arisen where it would be inappropriate for him/her/them to consult CIE’s professional advisers and he/she/they consider that, in the furtherance of his/her/their duties, there is a need for independent professional advice, in such cases, Board Members and/or directors should follow the relevant procedures which have been circulated to them or which are available from the Company Secretary.

Note: Breaches of this Code of Conduct will be dealt with by the Chairman. Any Breach of this Code by the Chairman will be dealt with, in the case of CIE by the Chairman of the CIE Board Audit and Risk Committee, and in the case of the Chairman of a subsidiary company by the Chairman of the Audit Review Group / Audit and Risk Review Group / Audit, Finance and Risk Committee of that company.

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