In addition to the normal provisions of company law, all State bodies under the aegis of my Department, including the CIE group, have specific requirements regarding the conduct of directors, including procedures to prevent board members from being involved in decisions where a conflict with their personal interests might arise.
I understand that, under the code of conduct in operation in CIE, it is the duty of the chairman of the CIE board and the chairman of each subsidiary company to ensure that a conflict of interest, where it arises, is recorded in the minutes of the meeting and that the member or director by whom the disclosure is made is not permitted to take any part in the deliberations or decisions of the board or company with respect to the matter.
Furthermore, all the State companies are required to abide by the Government's guidelines for State bodies published last March which also include specific procedures for disclosure of interests by members of boards.
Under these guidelines, each State company is required to adopt a formal code of conduct for directors, which includes an obligation on board members to furnish to the company secretary, inter alia, details of employment and other business interests, including family interests or those of any other person or body connected with the member, which could involve a continuing conflict of interest. The company secretary must keep an updated record of such details and is not to make available to any member documents relating to company dealings involving their recorded interests or the interests of a competitor. Members are also required to absent themselves when the board is deliberating on matters on which there could be a conflict of interest.
I have asked the State bodies, including CIE, to adopt codes of conduct along these lines or to review their existing codes, to ensure that they are fully in line with the Government's recent guidelines for State bodies.
