IDA IRELAND
Code of Conduct(Issue 4: September 2003)

BACKGROUNDThe Government Guidelines for State Bodies require that all State bodies should have a written
Code of Conduct for members. IDA has had a Code since 1992 when the first set of Government
Guidelines was issued. The Code sets out in written form the agreed standards of principle andpractice which inform the conduct of members of the IDA Board in performing their duties asBoard members. Members are expected to voluntarily comply with the Code.

1.

GENERAL PRINCIPLES

The underlying principle is that Board members will strive to perform their duties according to thehighest ethical standards of honesty, integrity, accountability, confidentiality, independence andlegality.

The following procedures and guidelines are intended to deal with the most common practical
implications of the above principles; however, they cannot deal specifically with every potential
situation that may arise. Where a member is in doubt as to how a particular situation should bedealt with from an ethical standpoint, he/she may consult with the Chairperson or Secretary of theBoard, or may request independent professional advice at the reasonable expense of the State Body.
Where a member wishes to take such advice, he/she should first consult with the Secretary.

This Code will be issued annually to Board members, together with the annual request fordisclosure of interests.

2.

DISCLOSURES OF INTEREST AND DEALING WITH CONFLICTS OF INTEREST

2.1 Ethics in Public Office Acts
Board members will comply with Ethics in Public Office Acts 1995 and 2001 requirements asamended from time to time.

2.2 State Agency Guidelines / Industrial Development Act 1993
Board members will provide the Secretary (on appointment, annually when requested by theSecretary and where significant changes occur in the interim) with details relating to his/her

employment and all other business interests in accordance with the detailed procedures set out atAppendix 1. Situations where conflicts arise will be dealt with in accordance with the procedures
set out at Appendix 1.

3.

DISCLOSURE OF TRANSACTIONS

Board members agree that where IDA has approved financial support or entered into any
contractual arrangement with a company or body in which a member has a declared interest, suchsupport or arrangement shall be disclosed in the annual financial statements. Board members shouldnote the detailed procedures set out at Appendix 2.

4.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY

The Board supports the general principle of providing information on its activities in a way thatencourages a spirit of accountability to its stakeholders, clients and to the general public and theprinciples enshrined in the Freedom of Information and Data Protection legislation. However,
Board members will not disclose, either during or after their term of office, any information whichis commercially or operationally sensitive, confidential or personal.

5.

DEALINGS IN SHARES, PROPERTY OR OTHERWISE

In addition to any obligations under law, Board members agree not to use any information obtainedby virtue of their position for the purpose of dealing (directly or indirectly) in shares, property orotherwise.

6.

GIFTS AND PREFERENTIAL TREATMENT

Board members undertake not to give or receive corporate gifts, hospitality, preferential treatment
or other benefits that might affect, or could reasonably appear to affect, the ability of the member tomake independent judgements on transactions involving IDA. Where a benefit has been received in
the course of the member’s own business that could appear to affect the member’s judgement inrelation to IDA matters, the conflict of interest procedures should be invoked.

7.

FAIRNESS AND WORK/EXTERNAL ENVIRONMENT

Board members recognise their responsibility to act fairly towards clients, employees and thegeneral community and support the principles of Health and Safety, Environmental Best Practiceand Equality legislation.

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APPENDIX 1(Issue 4: September 2003)
DISCLOSURE OF INTERESTS(i)

On appointment to the Board, each member will be required to furnish to theSecretary details relating to his/her employment and all other business interests
including shareholdings, professional relationships etc., which could involve a
conflict of interest or could materially influence the member in relation to theperformance of his/her functions as a member of the Board. Any interests of amember’s family of which he/she could be expected to be reasonably aware, or aperson or body connected with the member which could involve a conflict of interest,
should also be disclosed. For this purpose persons and bodies should include:(a)

spouse, parent, brother, sister, child or stepchild;(b)a body corporate with which the member is associated;(c)a person acting as the trustee of any trust, the beneficiaries of which include
the member or the persons at (a) above or the body corporate at (b) above; and(d)a person acting as a partner of the member or of any person or body who, byvirtue of (a) – (c) above, is connected with the member.

(ii)

Where it is relevant in any situation, the member should indicate to the Secretary theemployment and any other business interests of all persons connected with him/her,as defined at (i) above.

(iii)

Minor shareholdings need not be disclosed. In this context, a holding valued at morethan €15,000 or of more than 5 per cent of the issued capital of a company should bedisclosed.

(iv)

If a member has a doubt as to whether this Code requires the disclosure of an interestof his/her own or of a connected person, the member should consult the Chairperson.

(v)

Details of the above interests will be kept by the Secretary in a special confidential
register and will be updated on an annual basis. Changes in the interim should be
notified to the Secretary as soon as possible. Only the Chairman, Secretary and Chief
Executive of the body will have access to the register.

(vi)

Should a matter relating to the interests of the Chairperson arise, he/she should
depute another member to chair the Board meeting and should absent himself/herself
when the Board is deliberating or deciding on a matter in which the Chairperson, or aperson or body connected with the Chairperson, has an interest.

3(vii)

Board or company documents on any case which relate to any dealings with theabove interests should not be made available to the member concerned prior to adecision being taken. (Such documents should be taken to include those relating tocases involving competitors to the above interests).

(viii)

As it is recognised that the interests of a member and persons connected with him/her
can change at short notice, a member should, in cases where he/she receives
documents relating to his interests or of those connected with him/her, return thedocuments to the Secretary at the earliest opportunity.

(ix)

A member should absent himself/herself when the Board is deliberating or deciding
on matters in which that member (other than in his/her capacity as a member of theBoard) or a person or body connected with the member has an interest. In suchcases, a separate record (to which the member would not have access) will bemaintained.

Where a question arises as to whether or not a case relates to the interests of a member or aperson or body connected with him/her, the Chairperson of the Board shall determine thequestion.

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APPENDIX 2(Issue 4: September 2003)
DISCLOSURE OF TRANSACTIONS
Reporting Transactions, arrangements or agreements
A report will be prepared on an annual basis for consideration by the Board detailing anytransactions, arrangements or agreements between IDA Ireland and any companies listed in theRegister of Members’ Interests maintained by the Secretary.
This report will include the following information:¾ The names of the companies¾ The name of the Board Member and the nature of their interest in the transaction,

arrangement or agreement¾ The value of the transaction, arrangement or agreement

Decision on Disclosures
Whether or not a transaction, arrangement or agreement should be considered to be material is amatter for the Board as per subsection (5) (b) of Section 41 of the Companies Act, 1990.
The Board will decide annually whether or not transactions between IDA (Ireland) and any
companies in which Board Members have declared an interest should be disclosed in the financial
statements.
Guideline Disclosure Benchmarks
In this decision process the following benchmarks should help the Board; however, these areintended as guidelines and should not constrain the Board from deciding that disclosure should orshould not be made in any particular case:
1. In the case of the Capital Grants Budget disclosure must be made where total approvals
to a company in any year are in excess of €1.250m or 1% of the budget whichever is thelesser.
2. In the case of land acquisition, site development and building construction disclosure
should be made where the total of any or all transactions, arrangements or agreements
made with a company in any year are in excess of €250k.
3. In the case of Purchase of Goods and Services (including office equipment, consultancy
advice, architects and security) disclosure should be made where the total of any or alltransactions, arrangements or agreements made with a company in any year are inexcess of €75k.
It is suggested that the following additional factors should also be taken into account in making
these decisions:•

are the declared shareholdings passive shareholdings in quoted companies which are
IDA clients?

5••are the declared shareholdings held remotely (for example, by fund managers or in unittrusts)?
does the Board member concerned have an active connection at present with a relevant
company or did he/she have an active connection in the past that could be perceived tobe still active?

Notes to the Financial Statements
The recommended wording to be used in the note regarding "Board Members - Disclosure ofTransactions" in the IDA Annual Financial Statements is as follows:"In the normal course of business the Agency may approve grants and may also enter into
other contractual arrangements with undertakings in which IDA board members areemployed or otherwise interested.
The Agency adopted procedures in accordance with the guidelines issued by theDepartment of Finance in relation to the disclosure of interests by board members and theseprocedures have been adhered to by the Agency during the year.
i.

Grants totalling €2.9m were paid in 200X to a company by which a board
member is employed.

ii. Construction contract payments totalling €600k were paid in 200X to acompany by which a board member is employed.
iii. Payments totalling €130k in respect of the purchase of goods/services werepaid in 200X to a company by which a board member is employed.
iv. Consultancy fees totalling €160k were paid in 200X to a company by which aboard member is employed.
v. Income totalling €95k was received in 200X from a company by which a board
member is employed.
The members and the Agency complied with Department of Finance guidelines coveringsituations of personal interest. The members did not receive board documentation on theproposed grant assistance or contracts nor did the members participate in or attend any
board discussion relating to the matters."
Note:
It may be necessary to substitute the words "a company by which a board member isemployed" with the words "a company in which a board member has an interest" or even
amend them to "a company by which a board member is employed and in which the member
has an interest".

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Disclosures required under the Government Guidelines
for State Bodies
Name:
Address:

Employment and any other business interests (e.g. professional relationships,consultancies, Directorships, land holdings etc.) :Shareholdings (excluding those valued at not more than €15,000 or of not more than
5% of the issued share capital) :Cont’d.

Issue 2: 27 Sept 2002

Cont’d.

Shareholdings (excluding those valued at not more than €15,000 or of not more than
5% of the issued share capital) :Interests of a member’s family or a person or body connected with the member*which could involve a continuing conflict of interest :Signed: ______________________________

Date: ______________________* Persons or bodies shall include, (a) spouse, parent, brother, sister, child or step-child; (b) a corporatebody with which the member is associated; (c) a person acting as the trustee of any trust, the beneficiaries
or which include the member or the persons at (a) above or the body corporate at (b) above; a person
acting as a partner or any person who, by virtue of8(a) – (c) above, is connected with the member.
Issue 2: 27 Sept 2002