This Code of Conduct ("the Code") applies to all the directors of Precision Marketing Information Limited (trading as Data Ireland), hereafter Data Ireland. Reference in the Code to "a connected party" (or "connected persons") means the following:-
spouse, parent, brother, sister, child or step-child
a body corporate with which the director is associated
a person acting as the Trustee of any trust, the beneficiaries of which include the director or persons at (a) above or the body corporate at (b) above
a person acting as a partner or any person who by virtue of (a) - © above is connected with the director.
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. The Code is not a full statement of the obligations of a director arising from his/her relationship with the Company.
This Code of Conduct:
establishes an agreed set of ethical principles to guide Directors in their business conduct;
is designed to promote and maintain confidence and trust in the Board of generally; and
seeks to prevent the development or acceptance of unethical practices.
2. General Responsibilities
At all times 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. It is the responsibility of each director to satisfy himself/herself as to what is lawful or otherwise. It is also the responsibility of each director to ensure that all of these activities, whether covered specifically or otherwise in this document, are governed by the ethical considerations implicit in these procedures. Good example from directors helps ensure that proper ethical values are observed and accepted at all levels in the Group.
The directors of the Company in the course of their duties have access to confidential information and are required to preserve the confidentiality of such information. In this regard attention is drawn to Article 93 of An Post's Memorandum and Articles of Association which states:
"Every Chairman, Chief Officer, Auditor, Trustee, member of a committee, officer, servant, agent, accountant, or other person engaged in the business of the Company, shall keep strictly secret and confidential, and shall not disclose to any person save as may be authorised by the Board, or by some person duly authorised by the Board, or use otherwise than solely for the benefit of the Company in the course of his duties, or as may be required by law, any confidential information or any books, documents or records relating to the business, affairs and accounts of the Company and its dealings with customers, suppliers and others; and shall if required by either the Minister or the Board execute an undertaking, in such form as the Board may determine, to perform all of the obligations contained herein, and to indemnify the Company against any loss occasioned as a result of his failure to do so. For the purpose of this Article "Company" shall include all subsidiary and associated companies of the Company and "confidential information" shall mean that which is expressed to be confidential either as regards particular information or as regards information of a particular class or description"
4. Conflict of Interest
The duty of each director is to act at all times solely in the interests of the Company to the exclusion of all other considerations.
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 a 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.
Directors are expected to act as follows in the event of a conflict of interest.:-
Where at a meeting of the directors any of the following matters arise, namely
an arrangement to which the Company is a party or a proposed such arrangement, or
a contract or other agreement with the Company or a proposed such contract or other agreement,
then any director of the Company present at the meeting who, otherwise than in his capacity as a director, is in any way, whether directly or indirectly, interested in the matter shall at the meeting disclose to the Company the fact of such interest and the nature thereof and shall not vote on a decision relating to the matter and, where an interest is disclosed pursuant to this Article, the disclosure shall be recorded in the minutes of the meeting concerned, and for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.
Where at a meeting of the directors a question arises as to whether or not a course of conduct, if pursued by a director, would be a failure by him to comply with the foregoing requirements of this Article, the question may be determined by the Chairman of the meeting whose decision shall be final and where such a question is so determined particulars of the determination shall be recorded in the minutes of the meeting.
Declaration of Director's Interest
On appointment to a Board each director should furnish to the Secretary details of his employment and of all other business interests including shareholdings and professional relationships. Disclosures over and above those required by the Companies Acts will be treated as confidential.
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.
Disclosure of minor shareholdings is at the discretion of the Board. A holding valued at more than €13,000 in the shares of a company is not considered minor. Shareholdings valued in excess of €13,000 should be disclosed although the value need not be disclosed except where the shareholding is 5% or more of the issued share capital of the particular company.
Each director should consult the Chairman if in doubt regarding disclosure of an interest of his/her own or a connected person (as defined above).
Register of Directors' Interests
The Secretary will maintain a confidential Register of the interests of each director. The Register will be updated on a half yearly basis. Changes in interests 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.
Attendance at Board meetings where a conflict of interest may arise
Board or Company documents on any case which relates to Company dealings with the interests declared by a director will not be made available to the director. (Such documents are taken to include those relating to cases involving competitors to the declared interests).
As it is recognised that the interests of a director and persons connected with him/her can change at short notice, a director should, in cases where he/she receives documents relating to his/her interests or of those connected with him/her, return the documents to the Secretary.
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.
In such cases a separate record (to which the director will not have access) will be maintained.
Where a question arises as to whether or not a case related to the interests of a director or a person or body connected with him/her, the Chairman shall determine the question and his/her decision shall be final.
5. Gifts and Benefits
A director must not obtain personal advantage from any person dealing with the Company.
In particular a director must not accept any gifts, or inducements where the value of such could make it appear that the person giving the gift is attempting to influence the director to gain advantage. Any such gifts or inducements received should be returned tactfully with the request that no gifts be forwarded in future.
The detailed provisions on giving and receiving gifts, sponsorship and entertainment set out in the An Post Staff Code of Conduct should be observed by directors.
6. Staff Code of Business Conduct
Directors are required to comply with the An Post Group Staff Code of Conduct, and that Code is an integral part of this code.
7. Raising Matters of Concern
An Post has a Policy and Procedures for Raising Matters of Concern which refers to the disclosure of malpractice, illegal acts or omissions within the An Post Group of which Data Ireland is a member. Directors are expected to use the procedures set out in that policy to report any instances of illegal or unethical behaviour by any of the Company's directors, managers, employees, agents or contractors. Malpractice is taken very seriously and An Post is committed to the highest possible standards of openness, probity and accountability.
Directors are required, to the extent it is within their power, to meet the following obligations which help ensure the director and An Post comply with all applicable Government Guidelines and Codes of Practice and Irish and EU law.
Use their reasonable endeavours to attend all Board and Committee of the Board meetings.
Fulfil all statutory and regulatory obligations imposed on An Post.
Comply with the Postal and Telecommunications Services Act, 1983, the Ethics in Public Office Act and the Companies Acts.
Co-operate with relevant regulatory and supervisory bodies.
Ensure that taxation and welfare legislation is complied with. Ensure that the company does not engage in "offensive" tax avoidance strategies or transactions.
Do not engage in unethical, illegal or criminal activities.
Keep their tax affairs, both personal and business, in order and up to date.
Ensure the company competes fairly in accordance with EU and Irish Competition Law.
Adhere to the Code of Practice for the Governance of State Bodies.
Comply with An Post's policies on Dignity at Work, Equality and Disability.
Ensure An Post's Purchasing Procedures and Capital Expenditure Approval Procedures are adhered to.
Ensure that there are adequate controls in place to prevent material fraud, irregularities or misreporting including compliance with expense reimbursement procedures.
Directors must not accept positions or consultancy or similar work after their retirement/resignation as a director which could give rise to conflicts of interest or concerns as to confidentiality.
9. Integrity and Fairness
Directors should be (and be seen to be) selfless and objective. They are required to adhere to the highest standards of personal and professional integrity. In particular directors:
Take decisions solely in terms of public interest. Directors will not act for personal gain or for the benefit of family and friends.
Decide issues objectively on their merits.
Participate in Board activities vigorously but also ethically and honestly at all times.
Ensure the company conducts its business fairly.
Comply with employment and equal status legislation within An Post.
Value customers and treat all customers equally and encourage all staff to do likewise.
Directors take account of the interests of the shareholders when performing their duties. Directors are required to be loyal to the Company and be fully committed to all of An Post's business activities. Directors acknowledge their duty to act ethically in accordance with this Code.
Directors ensure systems, equipment and procedures are implemented to promote and preserve the health and safety of the Company's staff.
Community concerns are considered by directors when taking decisions.
An Post seeks to minimise its impact on the environment.
12. Circulation of Code
This Code will be circulated to all directors for their retention. Directors will be required to acknowledge their receipt and understanding of same.
13. Failure to comply with the Code
Failure by a director to comply with this code of conduct may result in his/her actions being referred to An Post by the Chairman and will make a director liable to such action (including removal from the Board) as is considered necessary.
This Code will be reviewed at least every two years.