Code of Conduct Policy

1. Intent and Scope

The purpose of this Code of Conduct is to set down the general principles and standards which govern the professional activities and conduct of the Directors and Employees of the Bord na Móna Group (collectively referred to as “staff” throughout).

The provisions of this Code shall apply to the business of all companies in the Bord na Móna Group. Staff are obliged to comply with policies and procedures, applicable statutory provisions, staff regulations, work rules and any standards and Code of Practice adopted by Bord na Móna. This Code of Conduct is binding on all staff (including those on leave, maternity leave etc).

This policy is part of the appropriate arrangements and structures put in place that are, in the Directors’ opinion, designed to secure material compliance with the company’s “relevant obligations” under the Companies Act 2014.

It is not possible for a set of rules or guidelines to provide for all situations which may arise. Accordingly, the spirit as well as the letter of this Code of Conduct should be observed. It is primarily the responsibility of staff to ensure that all of their activities, whether covered specifically or otherwise in this document, are governed by the ethical considerations implicit in these procedures.

2. Objectives

The objectives of this Code are to:

• Establish a set of ethical principles for all staff
• Promote and maintain confidence and trust in Bord na Móna, in all its business and in its staff
• Prevent the development, continuance or acceptance of unethical practices
• Ensure that all of Bord na Móna’s business is transacted with integrity

3. Underlying Principles

4. Integrity

Bord na Móna is committed to honesty, integrity and transparency in all its dealings. Therefore, it is essential that all staff conduct themselves, and are seen to conduct all activities, to the highest standard possible.

Staff should behave with integrity, this will require:

• Non-disclosure of privileged or confidential information (this obligation does not cease when Board membership or employment in Bord na Móna has ended)
• Strict compliance with all Bord na Móna policies and procedures
• Avoidance of the use of Bord na Móna resources or time for any personal gain, for the benefit of persons/organisations unconnected with the body or its activities or for the benefit of competitors
• Ensuring that all statements, publications and communications issued by Bord na Móna are accurate and truthful and are not misleading or designed to be misleading
• Commitment not to acquire information or business secrets by improper means

5. Information

Staff should take all reasonable steps to ensure that information is handled responsibly including:

• Support for the provision of access by Bord na Móna to general information relating to Bord na Móna’s activities in a way that is open and enhances its accountability to the general public
• Respect the confidentiality of sensitive information held by Bord na Móna. This would constitute material such as:
  o Commercially sensitive information (including, but not limited to, future plans or details of major organisational or other changes such as restructuring),
  o Personal information; and
  o Information received in confidence by Bord na Móna
• Observance of appropriate prior consultation procedures with third parties where, exceptionally, it is proposed to release sensitive information in the public interest
• Compliance with relevant statutory provisions (e.g. Data Protection, AIE Directive)

Board members should not retain documentation obtained during their term as a Board member and are responsible for the return of such documentation to the Secretary of the Board or otherwise indicate to the Secretary of the Board that all such documentation in their possession has been disposed of in an appropriate manner.

6. Obligations

Bord na Móna acknowledge that all staff have a duty to conform to the highest standards. Staff have an obligation to perform their duties honestly, faithfully and efficiently, respecting the rights of their colleagues and other stakeholders.

Staff should take all reasonable steps to ensure that Bord na Móna:

• Fulfils all regulatory and statutory obligations imposed on Bord na Móna including compliance with the Companies Act 2014 and the Code of Practice for the Governance of State Bodies
• Comply with detailed tendering and procurement procedures, as well as complying with prescribed levels of authority for sanctioning any relevant expenditure in line with Bord na Móna policies.
• Introduce internal controls to prevent fraud and perform such controls effectively in line with Bord na Móna policies

In addition the following specifically applies to Directors / Designated Positions:

• Each member of the Board of a State body holding a Designated Board membership and each person occupying a Designated Position of employment with a State body should ensure his/her compliance with relevant provisions of the Ethics in Public Office Acts 1995 and the Standards of Public Office Act 2001 (together the “Ethics Acts”)
• Directors should endeavor to attend all board and relevant sub-committee meetings

7. Loyalty

Staff are expected to be loyal to Bord na Móna and fully committed to all its business activities while mindful that Bord na Móna must at all times take into account the interests of our shareholders. Staff are also expected to be loyal to the Bord na Móna values and behaviors for success.

8. Fairness

Staff shall take all reasonable steps to ensure:

• Compliance with employment equality and equal status legislation
• Commitment to fairness in all business dealings
• That customers and suppliers are valued and all customers and suppliers are treated equitably

9. Work / External Environment

Staff shall take all reasonable steps to ensure that:

• The highest priority is placed on promoting and preserving the health and safety of employees
• To ensure that Bord na Móna’s obligations to local communities and at a national level are fully considered and any concerns raised are appropriately addressed
• Any detrimental impact of Bord na Móna’s operations on the environment is minimized and we continue our commitment to restoration of natural habitats

Bord na Móna actively promotes a culture where employees are encouraged to report wrongdoings or concerns identified in a confidential manner. See Bord na Móna’s “Protected Disclosures Policy” for further details regarding this process.

10. Conflicts of Interest

To ensure stakeholders continue to have trust and confidence in Bord na Móna the following procedures must be observed in relation to the disclosure of real or perceived conflicts of interest. These are in addition to the requirements under the Ethics Acts

10.1. Employees:
10.1.1. Employees of Bord na Móna should not involve themselves in outside employment or business interests which are in conflict, or in potential conflict, with the business of Bord na Móna, or would prevent them from carrying out their duties.
10.1.2. Where a question arises as to whether or not a case involved a conflict of interest for an employee, the matter should be brought to the attention of his / her immediate superior. Where such cases warrant it, the Chief Executive shall determine the question and his / her decision shall be final.
10.1.3. Employees of Bord na Móna must declare in writing to their Line Manager – who maintains a confidential record – any personal or family interest or possible conflict of interest that might affect their impartiality in carrying out their duties immediately if such exists or as soon as it occurs.
10.2. Directors:
10.2.1. 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.
10.2.2. 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. A director must desist from dealing with the situation giving rise to the conflict of interest and may not in any way seek to influence decisions on the matter.
Conflicts of Interest among Directors are governed by the following:
• Section 20 of the Worker Participation (State Enterprises) Act 1977 which requires Board Members to disclose any interest in any arrangement to which the Company is party and not to vote on the matter;
• The Ethics Acts; and
• The Code of Practice for the Governance of State Bodies
10.2.3. Detailed briefing on all of these obligations is provided to Board members on appointment.
10.2.4. On appointment to the Board and annually thereafter each member will furnish to the Company Secretary 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 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 or of 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 persons and bodies connected with a member should include:
a) a spouse, civil partner, parent, brother, sister, child or step-child;
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, by virtue of (a) – (c) above, is connected with the member.
10.2.5. Each member should furnish to the Company Secretary details of business interests of which he / she becomes aware during the course of his / her directorship.
10.2.6. Where it is relevant in any matter which arises, the member should be required to indicate to the Company Secretary the employment and any other business interests of all persons connected with him / her, as defined above.
10.2.7. The Board may exercise discretion regarding the disclosure by members of minor shareholdings. As a general guideline, shareholdings valued at more than €13,000 or of more than 5 per cent of the issued capital of a company should be disclosed.
10.2.8. If a member has a doubt as to whether this Code requires the disclosure of an interest of his / her own or of a connected person, that member should consult the Chairperson.
10.2.9. Details of the above interests shall be kept by the Company Secretary in a special confidential register and should be updated on an annual basis. Changes in the interim should be notified to the Company Secretary as soon as possible. Only the Chairperson, Company Secretary and Chief Executive shall have access to the register.
10.2.10. Should a matter relating to the interests of the Chairperson arise, he / she should depute another Board 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 a person or body connected with the Chairperson, has an interest.
10.2.11. Board or Company documents on any case which relate to any dealings with the above interests should not be made available to the member concerned prior to a decision being taken. (Such documents should be taken to include those relating to cases involving competitors to the above interests). Decisions once taken should be notified to the member.
10.2.12. 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 / her interests or of those connected with him / her, return the documents to the Company Secretary at the earliest opportunity.
10.2.13. A member 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 member would not have access) should be maintained.
10.2.14. Where a question arises as to whether or not a case relates to the interests of a Board member or a person or body connected with that member, the Chairperson of the Board should determine the question. Where a Board member is in doubt as to whether he or she has an obligation under the Ethics Acts, he or she should seek advice from the Standards in Public Office Commission under section 25 of the Ethics in Public Office Act 1995.

11. Non-compliance and Sanctions

Failure to comply with this Code of Conduct will be processed through BnM disciplinary procedures in accordance with Bord na Móna policy, up to and including dismissal.

12. Responsibilities

The operation of the Code of Conduct brings responsibilities to all parties involved. The table below outlines the key responsibilities for each involved party.