Code of business conduct for authority members
1. Purpose of Code
The National Tourism Development Authority (Fáilte Ireland) is widely regarded throughout the business communities in which it operates for its honesty, fairness and business integrity, all of which are vital to the overall success of the business. To maintain this high reputation, it is incumbent on all Authority members to conduct their business and personal activities in a manner that does not adversely reflect on the Authority.
It is now common practice for larger employers to introduce a formal Code of Business Conduct that provides guidance to directors in recognising and resolving the ethical and legal issues they encounter in conducting their duties. It is also a requirement for all State Bodies, such as Fáilte Ireland, to have such a Code. This requirement is embodied in the Code of Practice for the Governance of State Bodies.
Subject to the provisions of the next paragraph, and recognising that members are appointed by the Minister, Fáilte Ireland aspires to be honest and ethical in all of its operations and dealings, to adhere to the highest accepted standards of corporate governance in all its financial and management practices, and to behave responsibly towards the health, safety and welfare of its employees, towards those with whom it comes into contact, and towards the environment.
Each Authority member is responsible for his/her own conduct and, while this Code provides a guideline to the type of business conduct required by the Authority, common sense and good judgement should be applied to all situations. All queries regarding business conduct should be direct to the Secretary.
Certain obligations on members regarding, in particular, the non-disclosure of privileged or confidential information, do not cease when Authority membership has ended. It is, moreover, recommended (in the Code of Practice for the Governance of State Bodies) that the acceptance of further employment, where the potential for conflict of interest arises, should be avoided during a reasonable period of time after membership has ended.
2. Principles of the Code
The Code of Business Conduct for Authority members is based on the following principles, which are an integral part of Fáilte Ireland’s operation, and which provide the basis for all activities by Authority members in connection with Fáilte Ireland:
• Integrity
• Loyalty
• Legality
• Confidentiality
• Fairness
This Code has been developed to be consistent with the Authority’s mission, as set out in our Statement of Strategy.
3. Integrity
Fáilte Ireland conducts all business transactions in accordance with best business practice. The principle of integrity is that each Authority member should be open, truthful and honest in their dealings connected with or acting on behalf of the Authority.
Conflict of Interest
Authority members need to comply with the relevant provisions in the Ethics in Public Office Acts.
Disclosure is required of potential conflicts of interest between the duties of an Authority member in connection with the Authority and any outside interest of the member. A conflict of interest with another person or organisation may exist in circumstances where the Authority member has a material interest (see definition in the Attachment) in the person/organisation or:
• Carries on business with that individual, company or firm;
• Holds shares or other ownership or proprietary interest in the company or firm;
• Is either a debtor or creditor of that individual, company or firm;
• Holds any office whether as a Director or advisor or otherwise of such company, whether for remuneration or not;
• Is or has conducted transactions with that individual, company or firm;
• Is aware that the Authority might itself have an interest in the acquisition of property, business or other assets from a person or business connected with the member (see definition below).
Initial declaration of actual or potential conflicts
Each Authority member should:
• On appointment, furnish to the Secretary details relating to his/her employment and all other business or professional interests, including shareholdings, directorships, professional relationships etc, that could involve a conflict of interest or could materially influence the member in relation to the performance of his/her functions as a member of the Authority;
• Any interests of a member’s family of which she/he could be expected to be reasonably aware or a person or body connected with the member which could involve a conflict of interest or could materially influence the member in the performance of his/her functions should also be disclosed; for this purpose, personal and bodies connected with a member include:
a. A spouse, partner, parent, brother, sister, childe or step-child;
b. A body corporate with which the member is associated;
c. A person acting as a trustee of any trust, the beneficiaries of which include the member or the persons at (a) above of the body corporate at (b) above; d. A person acting as a partner of the member or of any person or body who, by virtue of (a) – (c) above, is connected with the member.
• Immediately inform the Secretary of any additional conflict of interest issues, as they arise or are envisaged during the course of her/his tenure as an Authority member.
The Authority may exercise discretion regarding the disclosure by members of minor shareholdings. The Code of Practice for Governance of State Bodies states that, as a general guideline, shareholdings valued at more than €15,000 or of more than 5% of the issued capital of a company should be disclosed.
The Secretary will maintain a confidential register of all such interests which will be updated annually. Changes in the interim should be notified to the Secretary as soon as possible by members. Only the Chairperson, Chief Executive and Secretary will have access to the register.
Any queries regarding the appropriateness of disclosure should be directed by the members to the Chairperson of the Authority.
Annual Disclosures
In line with an Authority members need to comply with the relevant provisions in the Ethics in Public Office Acts. Each member is required each year to prepare and furnish a statement in writing of his/her interests to the Standards Commission (SIPO) and to the Secretary of the Authority. Annual statements cover the period up to 31 December each year and must be provided no later than 31 January or the following year.
Annual disclosures must cover:
i. The interests of the person and
ii. The interests, of which the person has actual knowledge, of her/his spouse, partner or a child of the person or of his/her spouse/partner
Which could materially influence the person in, or in relation to, the performance of the person’s official functions by reason of the fact that such performance could so affect those interests as to confer on or withhold form the person or the spouse/partner or child, a substantial benefit. More details are given in the annual form or disclosure.
Disclosure in Annual Reports
Fáilte Ireland is required to make certain disclosures in annual reports in relation to approval and payment of financial support and other transactions to companies by which Authority members are employed or with which they are associated. The disclosures are set out in the following form:
Financial Support approved
Financial Support paid
A full schedule of such transactions is made available on request.
Behaviour at Authority meetings or in the course of deliberations
Authority documents on any deliberations regarding matters which relate to a members interests (including the members competitors interests) or those of a Fáilte Ireland Restricted Content Fáilte Ireland Restricted Content person or body connected to him/her, should not be made available to the member concerned prior to a decision being taken. Decisions, once taken, should be notified to the member.
As it is recognised that the interests of a member and persons connected with her/him can change at short notice, a member should, in cases where she/he receives documents, in error, relating to his/her interests or of those of a connected person/body, return the documents to the Secretary at the earliest opportunity. Where an issue arises during the course of an Authority meeting or other deliberation in which that member (other than in his/her capacity as a member of the Authority) or a person or body connected with the member, has an interest, the members should:
• Ensure that the conflict of interest has been appropriately declared and registered;
• Return any documents relating or pertaining to the issue supplied by the Authority to the Secretary at the earliest opportunity;
• Absent himself/herself during Authority deliberations pertaining to the arean in which the member has an interest;
• Take no part in any deliberations of the Authority relating to the matter;
• Not vote on a decision relating to the matter.
Where the issue pertains to the Chairperson’s interests, she/he should absent her/himself from the relevant deliberations and the meeting should proceed, under the chairmanship of another appropriate members, in line with Section 18 (2) of the National Tourism Development Authority Act, 2003.
In such cases, a separate record (to which the member would not have access) should be maintained.
In particular, in any case where a function of the member fails to be performed and the member has actual knowledge that she/he, or a connected person/body, has a material interest in relation to this, the member must, as soon as possible, prepare and furnish a statement in writing of those facts to the other members. The member should not perform the function unless there are compelling reasons requiring him/her to do so. If the member proposes to perform the function she/he should, before doing so or as soon as possible afterwards, prepare and furnish a statement in writing of the compelling reasons to the other members and to the standards in Public Office Commission.
Where it is relevant to any matter which arises for Fáilte Ireland, a member should indicate to the Secretary the employment and other business interests of all persons connected with him/her as defined under Initial declaration of actual or potential conflicts (above).
Where a question arises as to whether or not a case relates to the interests of a member or a connected person with the member, the Chairperson should determine the question.
Gifts and Entertainment
Even when gifts and entertainment are exchanged out of the purest motives of personal friendship, they can be misunderstood and may appear to be attempts to influence decision-making. Authority members should not seek or accept directly or indirectly any payments, fees, services or loans from any person or business entity that does or seeks to do business with, or in competition with Fáilte Ireland. To avoid both the reality and the appearance of improper relations with suppliers or potential suppliers, the following standards apply to the receipt of gifts and entertainment by Authority members.
Authority members may accept unsolicited non-monetary gifts provided all of the below conditions are fulfilled:
• To do so would not affect or appear to affect the members ability to make independent judgement on business transactions;
• To do so would be consistent with good business practice within the relevant sector;
• Public disclosure of the transaction would not embarrass the Authority;
• To do so will impose no obligation on either the member or the Authority;
• They are items of nominal intrinsic value, of no more than €30, and not more than one gift is accepted in any year;
• They are advertising and promotional materials, with a value of no more than €30, and clearly marked with the company or brand name.
Authority members are not permitted to offer gifts in their capacity as a member.
This policy does not prevent a member from borrowing monies from a financial institution for personal use.
Authority members may not encourage or solicit entertainment from any individual or company with which Fáilte Ireland does business. From time-to-time members may accept unsolicited entertainment, but only under the following conditions:
• The entertainment occurs infrequently
• It arises out of the ordinary course of business
• It involves reasonable, not lavish expenditure
• The entertainment takes place in settings that also are reasonable, appropriate and fitting to members, their hosts and the business at hand.
Full guidance on gifts and entertainment is included in the Fáilte Ireland Gifts and Hospitality Policy which should be read in conjunction with this Code.
4. Loyalty
Members are required to be loyal and committed to Fáilte Ireland and should always support the performance by the Authority of its statutory functions and duties. Members should act solely in the interests of the Authority, to the exclusion of all other considerations.
All Authority members are expected to abide by the decisions of the Authority and not to publicly adopt, promote or engage in a position, a view or a course of conduct which in the reasonable opinion of the Authority or a committee of the Authority does not reflect the position, view or approach of the Authority or committee as articulated in such decisions. Similarly, all members must abide by the Civil Service Code of Standards and Behaviours which prohibits engagement in public debate onpolitics (which includes political matters, matters of current political interest,political action or position, political issues and political activity. Members shall where possible refrain from expressing personal opinions on matters pertaining to the Authority, its statutory functions or its sphere of operations,having regard to the risk that such opinions could impede the Authority in the performance of its statutory functions, including by making its operating environment more difficult. In the event that a member of the Authority does express such a personal opinion on any such matter, they shall make it clear from the outset that they are not purporting to speak on behalf of the Authority. Members shall be vigilant and conscious of any unintended consequences of their communications, including presentations, articles, speeches or social media interactions. Refer to the ‘Communications’ section of this code for procedures on communications with media.
5. Legality
It is the policy of Fáilte Ireland to comply with all relevant statutory and regulatory requirements governing its operations and members should adhere to this policy when discharging their duties to the Authority.
6. Confidentiality
Each member is required to maintain confidentiality around all information which is obtained in the course of duties relating to the business of Fáilte Ireland.
Members shall not disclose or appropriate to their own use, or to the use of any third party, at any time during or subsequent to membership of the Authority, any information confidential to Fáilte Ireland. This includes, but is not limited to:
• Information concerning Fáilte Ireland or its affiliates or associates;
• Information concerning Fáilte Ireland’s customers or clients;
• Information pertaining to documentation, customer lists, services, methods, processes and operating procedures.
Members are prohibited, during and after their period of office, from:
• Using Authority information for person benefit
• Disclosing Authority information to third parties, including the media, without prior Authority approval;
• Acquiring confidential information or business secrets by improper means;
• Disclosing any business or trade secrets of Fáilte Ireland.
Former members should treat commercial information received while acting in that capacity as confidential.
Members should not retain documentation obtained during their terms as member and should return such documentation to the Secretary or otherwise indicate to the Secretary that all such documentation in their possession has been disposed of in an appropriate manner. In the event that former members require access to Authority papers from the time of their term on the Authority, this can be facilitated by the Secretary.
7. Fairness
Fáilte Ireland values and treats all employees, customers, suppliers and associates equally and is at all times committed to fairness in its business dealings. Mutual respect and courtesy between members and employees is essential to good governance and should be maintained at all times. All Authority members are, therefore, required to uphold Fáilte Ireland’s policy on fairness in their individual dealings in connection with their office as Authority members.
8. Communications
Engagement with the media on behalf of the Authority will be through the Chairperson of the Authority only. The Chairperson may, if considered appropriate, designate another member to comment publicly on a specific subject consistent with the Authority’s position on the subject in question. Only the Chair, Chief Executive or a formally designated person may respond to media questions or requests. If a member is approached by the media they shall inform the Secretary.
Communications on behalf of the Authority with the relevant Minister will be through the Chairperson or, in their absence, the Deputy Chairperson, except where the Authority has agreed that an individual member or members should act on its behalf.
Communication with members of staff of the Authority in relation to the work of the Authority should be through the Secretary or Chief Executive, except in the context of organised committee meetings.
Breach of the Code
Any minor breach of this Code will be dealt with in the first instance informally, for example by the Chairperson of the Authority or the Chair of a committee or another member drawing the breach to the member’s attention during a meeting or similar.
If a member is concerned that another member may be in breach of the Code they should raise their concerns with the Chairperson of the Authority or the Chair of the committee as appropriate. However, where there is evidence of a deliberate, serious or continued breach of the Code, this will be taken up by the Chairperson or the committee chair in a special convened meeting if appropriate. If necessary, the Chairperson will seek legal advice on how to proceed and/or initiate an external investigation if deemed appropriate and will consider whether the matter and any recommendations it may wish to make should be referred to the Minister.