• Home
  • Code of Business Conduct

Code of Business Conduct

Code of Business Conduct R3 – December 2016

 SHANNON GROUP BOARD MEMBERS

SHANNON GROUP SENIOR MANAGEMENT

DIRECTORS OF SHANNON GROUP SUBSIDIARY COMPANIES

 

  1. Introduction

Shannon Group’s Code of Business Conduct (The ‘Code’) outlines the responsibilities of each Member of the Board and Senior Management in areas of general principals, disclosure of interests, dealing with potential conflicts of interest and protecting Shannon Group’s assets and reputation.

Shannon Group will comply with the Code of Practice for the Governance of State Bodies 2016 issued by the Department of Public Expenditure and Reform (the “Code of Practice”).  Whilst the Code of Practice applies to all personnel and the highest ethical standards are required of all Shannon Group, it is considered prudent, in view of their special position, to provide more specific guidance in the case of Members of the Board and Senior Management (Chief Executive Officer and Direct Reports). The following Code of Business Conduct applies equally to all Board Members of Shannon Group plc and its subsidiary companies Shannon Airport Authority DAC, Shannon Commercial Enterprises DAC (trading as Shannon Commercial Properties) and Shannon Castle Banquets and Heritage Ltd (trading as Shannon Heritage). The expression the “Group” shall be deemed to include all subsidiary companies and the expressions “Board” and “Board Members” shall be deemed to include the Boards and directors of all subsidiary companies.

It is impractical to legislate in sufficient detail to cover every eventuality which could arise presenting Board Members or Senior Management with a conflict of interest. Accordingly, Board Members and Senior Management should be aware that the spirit as well as the precise wording of the Code should be observed.

Non-compliance with this Code may be treated as a disciplinary matter.e Code”)

 

  1. Objectives

The objectives of this Code of Business Conduct are as follows:-

  • The establishment of an agreed set of ethical principles
  • The promotion and maintenance of confidence and trust
  • The prevention of development or acceptance of unethical practices

 

  1. General Principals

 The application of the principles and compliance requirements set out in the Code require a consistent and high standard of ethical and business conduct by all Board Members and Senior Management. Board Members and Senior Management are expected to protect the Group’s business interests, to maintain the Group’s reputation and to foster compliance with applicable laws and regulatory requirements, to put in place an appropriate system of internal control and prevent the development or acceptance of unethical practices.

Board Members and Senior Management are expected to use due care and diligence in fulfilling their duties and exercising their powers.  They must not take advantage of their position for personal interests or the interests of any associated persons. Board Members and Senior Management should not engage in conduct likely to bring discredit upon the company.  Board Members are expected to be independent in judgement and actions and to take reasonable steps to be satisfied as to the soundness of decisions taken by the Board.

 

  1. Integrity and Ethical Standards

4.1           Disclosure of Interests

Board Members of Shannon Group are required, under the provisions of the Companies Act 2014, Air Navigation and Transport (Amendment) Act 1998, the State Airports (Shannon Group) Act 2014, the Ethics Acts and the Code of Practice for the Governance of State Bodies to abide by a high standard with regards to disclosure of Interests.

On appointment to the Board and annually thereafter, each member is required to furnish to the Company Secretary details relating to his/her employment and all other business interests including shareholdings, directorships, professional relationships etc., which 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 Board.  Any interests of a member’s family, of which he/she could reasonably be expected to be aware of, or a person or body connected with a 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 connected persons shall include: –

Companies Act 2014

  1. “(1) For the purposes of this Part (and without prejudice to subsection (3)), a person is connected with a director of a company if, but only if, the person (not being himself or herself a director of the company) is—
  • that director’s spouse, civil partner, parent, brother, sister or child;
  • a person acting in his or her capacity as the trustee of any trust, the principal beneficiaries of which are that director, the spouse (or civil partner) or any children of that director or any body corporate which that director controls; or
  • in partnership with that director.
  • In subsection (1)(a) and (b) “child”, in relation to a director, shall be deemed to include a child of the director’s civil partner who is ordinarily resident with the director and the civil partner.
  • A body corporate shall also be, for the purposes of this Part, connected with a director of a company if it is controlled by that director or by another body corporate that is controlled by that director.
  • For the avoidance of doubt, subsection (3) is without prejudice to the application of section 18(c) of the Interpretation Act 2005 (“person” to include body corporate, etc.) to subsection (1)(b).
  • For the purposes of this section, a director of a company controls a body corporate if, but only if, he or she is, alone or together with any other director or directors of the company or any person connected with the director or such other director or directors—
  • interested in one-half or more of the equity share capital of that body; or
  • entitled to exercise or control the exercise of one-half or more of the voting power at any general meeting of that body.
  • In subsection (5)
  • “equity share capital” has the same meaning as it has in section 7; and
  • references to voting power exercised by a director shall be read as including references to voting power exercised by another body corporate which that director control
  • For the purpose of subsections (5)(b) and (6)(b) “voting power” does not include any power to vote which arises only in specified circumst
  • It shall be presumed, for the purposes of this Part, until the contrary is shown, that the sole member of a single-member company is a person connected with a director of that company”.

Where it is relevant in any situation, a member should indicate the employment status and any business interests of all persons connected with him/her, as defined above.

Section 231 of the Companies Act 2014 – Duty of director to disclose his or her interest in contracts made by company states the following;

“(1) It shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company, to declare the nature of his or her interest at a meeting of the directors of the company.

(2) Subsection (1) does not apply in relation to an interest that cannot reasonably be regarded as likely to give rise to a conflict of interest.

(3) The declaration required by this section to be made by a director shall—

(a) in the case of a proposed contract, be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she became so interested; and

(b) in the case of his or her becoming interested in a contract after it is made, be made at the first meeting of the directors held after the director becomes so interested.

(4) Subject to subsection (5), for the purposes of this section a general notice given to the

directors of a company by a director to the effect that—

(a) he or she is a member of a specified company or firm and is to be regarded as

interested in any contract which may, after the date of the notice, be made with that company or firm, or

(b) he or she is to be regarded as interested in any contract which may, after the date of the notice, be made with a specified person who is connected with him or her, shall be deemed to be a sufficient declaration of interest in relation to any such contract.”

Supplementary to the legislative position the Board should comply with the Code of Practice, noting in particular that:

 

  1. Doubt: Section 5.8 (iii)

If a Director is in doubt as to whether the Code requires the disclosure of an interest of his/her own or of a connected person, he/she should consult the Chairperson.

 

  1. Confidential Register: – Section 5.8 (iv)

Details of the all Directors’ interests will be kept by the Company Secretary in a confidential register which will be updated on an annual basis. Changes in the interim should be notified to the Company Secretary as soon as possible.

 

  1. Chairperson’s Interests: – Section 5.8 (v)

Where a matter relating to the interests of the Chairperson arises, the other members attending the meeting shall choose one of the members present at the meeting to chair the meeting. The Chairperson should absent himself/herself when the Board is deliberating or deciding on a matter in which the Chairperson or his/her connected person has an interest.

 

  1. Documents Withheld: Section 5.8 (vi)

Board or State body documents on any deliberations regarding any matter in which a member of the Board has disclosed a material interest should not be made available to the Board member concerned.

 

  1. Early return of documents: Section 5.8 (vii)

As it is recognised that the interests of a Director and persons connected with him/her can change at short notice, a member 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 Company Secretary.

 

Directors should have regard to the procedures in place for dealing with conflict of interest issues that may arise at Board meetings and adhere to and respect those procedures.

 

Acceptance of further employment where the potential for conflict of interest arises should be restricted during a reasonable period of time after the directorship or employment in Shannon Group ceases.  In any case, Senior Executive compliance with contractual clauses relating to ‘restrictive covenants’ should be observed.

 

4.2          Conflicts of Interests

 

4.2.1      Section 25 of the State Airports (Shannon Group) Act 2014 sets out the circumstances in which directors of Shannon Group or of any subsidiary thereof are obliged to disclose certain interests in the affairs of the Company.  The legislation also imposes obligations on the directors where certain matters in which they may have a disclosable interest arise at board meetings.  Section 26 of the State Airports (Shannon Group) Act 2014 contains similar provisions for staff in relation to disclosures of certain interests.

 

The following are the provisions of those Sections;

Section 25 of the State Airports (Shannon Group) Act 2014 – Disclosure by directors of certain interests

“25    (1)  Where at a meeting of the directors of Shannon Group or of any subsidiary thereof any of the following matters arises, namely—

  • an arrangement to which Shannon Group or a subsidiary of Shannon Group is a party or a proposed such arrangement,
  • a contract or other agreement with Shannon Group or a subsidiary of Shannon Group or a proposed such contract or other agreement,
  • the giving, grant or renewal by Shannon Group or a subsidiary of Shannon Group of a certificate, lease, licence, authorisation or instrument of approval, or
  • the revocation, cancellation, withdrawal, suspension or endorsement by Shannon Group or a subsidiary of Shannon Group of a certificate, licence, authorisation or instrument of approval,

then, any director of Shannon Group or the first-mentioned subsidiary present at the meeting who otherwise than in his or her capacity as such a director has a material interest in the matter shall—

  • at the meeting disclose to Shannon Group or the first-mentioned subsidiary the fact of such interest and the nature thereof,
  • neither influence nor seek to influence a decision to be made in relation to the matter,
  • absent himself or herself from the meeting or that part of the meeting during which the matter is discussed,
  • take no part in any deliberation of the directors relating to the matter, and
  • not vote on a decision relating to the matter.
  • Where a material interest is disclosed pursuant to this section, 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 of Shannon Group or a subsidiary of Shannon Group a question arises as to whether or not a course of conduct, if pursued by a director of Shannon Group or the subsidiary of Shannon Group, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may, subject to subsection (4), be determined by the chairperson 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 me
  • Where, at a meeting of Shannon Group or a subsidiary of Shannon Group the chairperson of the meeting is the director in respect of whom a question to which subsection (3) applies falls to be determined, then the other directors of Shannon Group or the subsidiary of Shannon Group attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question conce
  • In the case of a director of Shannon Group or of a subsidiary of Shannon Group who is also a director of any subsidiary of Shannon Group or Shannon Group as the case may be, the interest thereby created is not to be considered an interest to be disclosed and acted upon under subsection (1).
  • Where the Minister is satisfied that a director has contravened subsection (1), the Minister may, if he or she thinks fit, and with the consent of the Minister for Public Expenditure and Reform, remove that director from office and, in case a person is removed from office pursuant to this subsection, he or she shall thenceforth be disqualified from being a director of Shannon Group or a subsidiary of Shannon G
  • Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of Shannon Group or a subsidiary of Shannon Group from having any interest in contracts with Shannon Group or a subsidiary of Shannon G”

 

“26   (1)  Where a member of the staff of Shannon Group or of a subsidiary of Shannon Group  has a material interest, otherwise than in his or her capacity as such a member, in any contract, agreement or arrangement or proposed contract, agreement or arrangement to which Shannon Group or the subsidiary is a party, or in a matter referred to in paragraph (c) or (d) of subsection (1) of section 25, that person shall—

(a)  disclose to Shannon Group or the subsidiary, as the case may be, his or her interest and the nature thereof,

(b)  take no part in the negotiation of the contract, agreement or arrangement or in any deliberation by members of the staff of Shannon Group or the subsidiary in relation thereto or in relation to the matter aforesaid, and

(c)   neither influence nor seek to influence a decision to be made in the matter nor make any recommendation in relation to the contract, agreement or arrangement or the matter aforesaid.

  • Subsection (1) shall not apply to contracts or proposed contracts of employment of members of the staff of Shannon Group with Shannon Group or of members of the staff of a subsidiary of Shannon Group with that subsidiary.
  • Where a person contravenes this section, Shannon Group or the subsidiary of Shannon Group, as the case may be, may make such alterations to the person’s terms and conditions of employment as it considers appropriate or terminate the person’s contract of employmen”

4.2.2      Section 34 of the Air Navigation and Transport (Amendment) Act 1998 contains similar provisions in relation to disclosure by Directors and Section 35 of the Air Navigation and Transport (Amendment) Act 1998 contains similar provisions for staff in relation to disclosures.

4.2.3      Supplementary to the legislative position the Board should comply with the Code of Practice, noting in particular that:

  1. Absent: Section 5.8 (viii)

A Board member should absent himself/herself when the Board is deliberating or deciding on matters in which that Board member (other than in his/her capacity as a member of the Board) has declared a material interest. (NB. Board members who are designated directors should note the separate requirements under the Ethics in Public Office Acts 1995 and 2001 regarding a ‘material interest’).

  1. Disclosure of Interests by Board Members: Section 5.8 (i)

On appointment and annually thereafter, each Board member should furnish to the Secretary of the Board a statement in writing of:

  • the interests of the Board member;
  • the interests, of which the Board member has actual knowledge, of his or her spouse or civil partner, child, or child of his/her spouse or civil partner;

which could materially influence the Board member in, or in relation to, the performance of his/her official functions by reason of the fact that such performance could so affect those interests as to confer on, or withhold from, the Board member, or the spouse or civil partner or child, a substantial benefit.

 

  1. Disclosure of interest relevant to a matter which arises: Section 5.8 (ii)

In addition to the periodic statements of interest required under (i) above, Board members are required to furnish a statement of interest at the time where an official function falls to be performed by the Board member and he/she has actual knowledge that he/she, or a connected person as defined in the Ethics Acts, has a material interest in a matter to which the function relates. For the purposes of this disclosure, material interests has the same meaning as that contained in the Ethics in Public Office Act 1995.

Senior Management should also complete an annual register of interests similar to the register completed by each Board Member.

Board Members and Senior Management are also required to make disclosures in accordance with the Ethics in Public Office Acts 1995 and 2001 and the Regulations made thereunder to the extent that the provisions of these Acts apply to them.

Related Party Transactions — best corporate practice as outlined in the Companies Act  2014 and  IAS 24 ‘Related party disclosures’ requires certain information to be made available in relation to third party transactions.

This information is required at two levels:

  • Notification of related party transactions to the Company Secretary in a Register of Interests;
  • Disclosure of material related party transactions in the financial statements.

 

The definition of a related party and of a related party transaction as per IAS 24, is as follows;

A related party is a person or entity that is related to the entity that is preparing its financial statements (in this Standard referred to as the ‘reporting entity’).

(a)          A person or a close member of that person’s family is related to a reporting entity if that person:

(i)            has control or joint control over the reporting entity;

(ii)           has significant influence over the reporting entity; or

(iii)          is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

(b)          An entity is related to a reporting entity if any of the following conditions applies:

(i)            The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(ii)           One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii)          Both entities are joint ventures of the same third party.

(iv)         One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v)          The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.

(vi)         The entity is controlled or jointly controlled by a person identified in (a).

(vii)        A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

(viii)       The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

 

Related party transaction:-

”A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a price is charged”.

The External Auditor will review all systems to identify any possible related party transactions based on the Register of Interests. The Chairman/External Auditor will agree on any disclosure necessary.

  • Board Members and Senior Management should be extremely sensitive to their positions in dealing with third parties so as not to suggest or imply that they are prepared to intervene with Shannon Group or a subsidiary of Shannon Group on their behalf in any unusual or abnormal fashion.

Each Board Member and Senior Manager shall ensure that:-

  • Shannon Group is committed to compete vigorously and energetically but also ethically, honestly and lawfully in Ireland and in overseas markets
  • Shannon Group’s purchasing activities of goods/services are carried out in accordance with best business practice
  • Shannon Group promotes a culture of claiming vouched expenses, only as appropriate to business needs and in accordance with good practice in the public sector generally
  • Shannon Group’s accounts/reports accurately reflect its business performance and are not misleading or designed to be misleading
  • Shannon Group’s resources are not used for personal gain or for the benefits of persons / organisations unconnected with Shannon Group or its activities or for the benefit of competitors
  • Board Members should bring to the notice of the Board and Senior Management should bring to the notice of the Chief Executive at the tender stage any connection which he or she has with any tender to or by Shannon Group and its subsidiaries for the provision of products or services. Board Members and Senior Management should seek to avoid any personal involvement in presentations, submissions or representations relevant to such tender — where exceptionally such involvement is thought to be essential Board Members should consult the Chairman in advance. Senior Management should advise the Chief Executive in similar situations
  • Board Members and Senior Management should be familiar with the Prevention of Corruption Acts 1889-2010.

 

4.3          Ethics in Public Office

Under the Ethics Acts members of Boards of State Bodies and occupiers of designated positions of employment are required to furnish annually a statement of any registrable interests and those of a spouse or civil partner or child (or a child of a spouse) which could materially influence them in, or in relation to, the performance of their functions.

Ethics in Public Office Act 1995 Section 17

“(1) A person who holds or held a designated directorship of a public body specified in subparagraphs (8) to (12), or standing prescribed under subparagraph (13), of paragraph 1 of the First Schedule—

  • shall, subject to section 20 (3), in each year during any part of which he or she holds or held the directorship, prepare and furnish to the Commission and to such officer of the body as may be determined by the Minister a statement in writing of—
  • the interests of the person, and
  • the interests of which he or she has actual knowledge of his or her spouse or civil partner or a child of the person or of his or her spouse, during the appropriate period specified in section 20 (1) which could materially influence the person in or in relation to the performance of the functions of the directorship by reason of the fact that such performance could so affect those interests as to confer on or withhold from the person or the spouse or civil partner or child a substantial benefit, and
  • in any case where such a function, or a function of any other office or position held by the person in that public body, falls to be performed and he or she has actual knowledge that he or she or a connected person has a material interest in a matter to which the function relates—
  • shall, as soon as may be, prepare and furnish to the other directors of the body a statement in writing of those facts,
  • shall not perform the function unless there are compelling reasons requiring him or her to do so, and
  • shall, if he or she proposes to perform the function, prepare and furnish to the other directors of the body and to the Commission, before or, if that is not reasonably practicable, as soon as may be after such performance, a statement in writing of the compelling reasons aforesa

(2) There shall be deemed to be included in the terms on which a person holds a designated directorship referred to in subsection (1) a term that the person shall comply with that subsection”.

Designated Positions of Employment Section 18

“(1) In this section “relevant authority”, in relation to a person who occupies or occupied a designated position in a public body, means such person or persons as may stand determined for the time being by the Minister in relation to the position.

  • A person who occupies or occupied a designated position in a public body—
  • shall, subject to section 20 (3), in each year during any part of which he or she occupies or occupied the position, prepare and furnish to the relevant authority for the position a statement in writing of—
  • the interests of the person, and
  • the interests of which he or she has actual knowledge of his or her spouse or civil partner or a child of the person or of his or her spouse, during the appropriate period specified in  section 20 (1) which could materially influence the person in or in relation to the performance of the functions of the position by reason of the fact that such performance could so affect those interests as to confer on or withhold from the person or the spouse or civil partner or child a substantial benefit, and
  • in any case where such a function falls to be performed and he or she has actual knowledge that he or she or a connected person has a material interest in a matter to which the function relates—
  • shall, as soon as may be, prepare and furnish to the relevant authority a statement in writing of those facts,
  • shall not perform the function unless there are compelling reasons requiring him or her to do so, and
  • shall, if he or she proposes to perform the function, prepare and furnish to the relevant authority, before or, if that is not reasonably practicable, as soon as may be after such performance, a statement in writing of the compelling reasons aforesaid.
  • (a) A person who, during any period, holds or held or occupies or occupied an office or position specified in paragraph (b) shall be deemed for the purposes of this Act to be a person who, during that period, occupies or occupied a designated position in a public body.
  • The offices and positions referred to in paragraph (a) are—
  • the office of Comptroller and Auditor General,
  • the office of Ombudsman,
  • the office of Data Protection Commissioner,
  • the office of Director of Consumer Affairs, and
  • such other (if any) offices or positions (other than the office of judge of any court) established by or under statute as may (if, but only if, the Minister considers it necessary in the public interest to do so) be prescribe
  • Subsection (4) shall not apply to a person who holds or held an office specified in subparagraphs (i) to (iv) of paragraph (b).
  • There shall be deemed to be included in the terms of the employment of a person in a designated position referred to in subsection (2) a term that the person shall comply with that subsection”.

  Information

 Board Members and Senior Management have a duty of utmost confidentiality to the Company, and must, at all times maintain the confidentiality of information obtained in the course of Shannon Group’s business.  Board Members are expected not to acquire information or business secrets by improper means.

The non-disclosure of privileged or confidential information does not cease when Board membership has ended. Former Board members should treat commercial information received while acting in that capacity as confidential.  Board Members should not retain documentation obtained during their term of office 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.

The duty of confidentiality is reinforced by Section 36 of the Air Navigation and Transport (Amendment) Act 1998 (the “1998 Act”). Section 36 imposes a statutory duty on directors, employees and advisors or consultants to preserve confidential information received. Section 36 states as follows:-

“(1) A person shall not disclose confidential information obtained by him or her while performing duties as a director or a member of the staff or advisor or consultant to, the company or a subsidiary of the company unless he/she is duly authorised by the company or the subsidiary, as the case may be, to do so,

(2) A person who contravenes sub-section (1) shall be guilty of an offence

(3)  In this section “confidential information” includes-

(a) information which is expressed by the company or the subsidiary concerned to be

confidential either as regards particular information or as regards information of a particular class or description, and

(b) proposals of a commercial nature or tenders submitted to the company by contractors, consultants or any other person.”

A breach of Section 36 of the 1998 Act is a criminal offence.

 

  1. Gifts and Hospitality

As a general principle, subject to the exceptions set out below, Board Members and Senior Management should 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 judgment on business transactions. If gifts, hospitality, or preferential treatment or benefits, are offered or received, Board Members and Senior Management should bear in mind the fundamental principle of integrity and in accepting such gifts and hospitality, from parties with which Shannon Group does business, or from parties seeking or likely to seek business from Shannon Group, particular care should be taken not to compromise the high standards expected by Shannon Group in such matters.

Particular attention is drawn to persons who hold designated directorships in Shannon Group  (Board Members and Directors of Subsidiary Companies), or persons who occupy designated positions of employment in Shannon Group (as defined under the Ethics in Public Office Acts 1995 and 2001) to the requirements regarding the disclosure of gifts and hospitality under the Ethics in Public Office Acts.

 

6.1          Gifts and Other Benefits

Board Members and Senior Management should be aware that by virtue of the Prevention of Corruption Acts 1889-2010, it is an offence for any Board Member or member of Senior Management to solicit or accept a gift, consideration or “advantage” from any person for himself, herself or another person, as an inducement or reward, in return for any Board Member or member of Senior Management doing, or omitting to do, any act in relation to his or her position or Shannon Group’s business.

Therefore in light of the above, Board Members and Senior Management may only accept gifts or other benefits provided that:-

  • the gift/ benefit is unsolicited;
  • the gift/ benefit is not being offered in an attempt to influence decision making;
  • the gift/ benefit is not being offered by a person or an agent of a person seeking to obtain a contract from Shannon Group;
  • the gift / benefit is one of small intrinsic value (e.g. diary, calendar, bottle of wine/spirits etc.); and
  • not more than one gift/ benefit is accepted in a year from any one source.

In all other cases, gifts, etc. should be returned to the sender, with a note advising that acceptance would be contrary to Shannon Group policy. In no circumstances may cash or cash vouchers be accepted.

Details of gifts, benefits, etc. returned by Board Members must be notified at once to the Chairman and details of gifts returned by Senior Management must be notified at once to the CEO. In circumstances where Board Members are unsure as to whether or not it is appropriate to accept a gift or benefit of small intrinsic value, even after consulting this Policy, they should discuss the matter with the Chairman. In circumstances where Senior Management are unsure as to whether or not it is appropriate to accept a gift or benefit of small intrinsic value, even after consulting this Policy, they should discuss the matter with the CEO.

 

6.2     Hospitality

Modest hospitality (including lunch/dinner, social/sporting events and golf outings) may be accepted by Board Members and Senior Management in their capacity as such, provided:

  • the frequency and scale of hospitality is not more than Shannon Group might be expected to give in return;
  • the number of Board Members and Senior Management availing of the hospitality is kept to a minimum;
  • invitations do not include the provision of travel or overnight accommodation;
  • availing of the hospitality does not identify Shannon Group in a public way with any particular supplier or contractor; and
  • that if the person offering the hospitality is seeking, or is likely to seek, to do business with Shannon Group or to gain some advantage which Shannon Group can give, that extreme care is taken. It is essential to avoid any suggestion of improper influence.

On a quarterly basis the CEO is required to provide the Chairman with details of all hospitality extended/accepted and Senior Management are required to provide the CEO with details of all hospitality extended/accepted by them and their direct reports.

In circumstances where Board Members are unsure as to whether or not it is appropriate to accept hospitality even after consulting this Policy, they should discuss the matter with the Chairman. In circumstances where members of Senior Management are unsure as to whether or not it is appropriate to accept hospitality even after consulting this Policy, they should discuss the matter with the CEO.

 

  1. Obligations

Each Board Member and member of Senior Management has a responsibility to ensure that:-

  • All regulatory and statutory obligations are fulfilled.
  • The tendering and purchasing procedures, as well as the detailed approved levels of authority for approval of expenditure are strictly adhered to. Shannon Group’s tendering and contract procedures are compatible with and complement EU Procurement Directives as ratified by Irish Government Public Procurement Guideline procedures.
  • The operation of controls to prevent fraud, including adequate controls to ensure compliance with prescribed procedures in relation to the claiming of expenses for business travel.
  • All Board members and members of Senior Management are required to co-operate with internal audit in the internal audit process.
  • Board Members should use their reasonable endeavours to attend all Board meetings including Board committees.
  • Board Members and members of Senior Management should not either during or after their engagement as Members of the Board/employees of Shannon Group disclose any privileged or confidential information of Shannon Group.
  • Board Members should seek to avoid circumstances in which a conflict of interest may arise as between their role as Board Member and any other employment and/or engagement. Board members who have any concern that such a conflict may arise should consult with the Chairman and where relevant should comply with the reporting requirements outlined at section 4.2 above.
  • High ethical standards are a matter of trust. The responsibility of Board Members and Senior Management is to honour that trust in the spirit as well as in the letter and to be governed in all company transactions by the fundamental principles of integrity, confidentiality, legality and loyalty. Good example will ensure that proper ethical values are perpetuated and accepted at all levels in the organisation.
  • Familiarise themselves and comply with the relevant governing legislation, company law provisions, Ethics Acts, the Prevention of Corruption Acts and Code of Practice for the Governance of State Bodies.

 

  1.   Loyalty

 Each Board Member and member of Senior Management has a responsibility to ensure that:-

  • Board Members and Senior Management are loyal to the company and fully committed to its business activities
  • Board Members and Senior Management act and be seen to act with probity, integrity, honesty and in good faith, in the best interests of the company as a whole, having regard to the company’s Shareholder and other Stakeholders.

 

  1. Fairness

Each Board Member and member of Senior Management has a responsibility to ensure that:-

  • Shannon Group complies with employment equality and equal status legislation.
  • Shannon Group is committed to fairness in all business dealings.
  • Value customers and treat all customers equally.

 

 

  1. Work/External Environment

Each Board Member and member of Senior Management has a responsibility to ensure that:-

  • A culture of ‘speaking up’ whereby workers can raise concerns regarding serious wrongdoing in the workplace without fear of reprisal is promoted and developed.
  • Board Members and members of Senior Management comply with Shannon Group policies and procedures in protecting the health and safety of employees and customers
  • Community concerns are fully considered
  • Minimise any detrimental impact of Shannon Group’s operations on the environment

 

  1. Responsibility

 Board Members and the Chief Executive Officer have a responsibility to ensure that this Code of Business Conduct is circulated to all Board Members, Senior Management and Directors of Shannon Group’s subsidiary companies, who should acknowledge receipt and understanding of same.

 

  1. Review

 Shannon Group Board shall review this Code on an annual basis.  If during the year any changes are required to the Code they will be approved by the Shannon Group Board.

The historic home of Irish Aviation, watch video.

Contact

Shannon Airport, Co Clare.
t: +353 (0)61 712000 e: info@shannongroup.ie
A Shannon Group Company