Bord Iascaigh Réigiúnach an Oirthir

Code of Business Conduct for ERFB Board Members

1. Purpose of Code

The Eastern Regional Fisheries Board (ERFB) is widely regarded throughout the sector in which it operates for its honesty, fairness and business integrity, all of which are vital to the overall success of the organisation. To maintain this high reputation it is incumbent on all Board members to conduct their business and personal activities in a manner that does not adversely reflect on the ERFB.

It is now common practice for larger organisations to introduce a formal Code of Business Conduct that provides guidance to Board members in recognising and resolving the ethical and legal issues they encounter in conducting their duties. It is also a legal requirement for all State Bodies, such as the ERFB to have such a Code.

The ERFB aspires to be honest and ethical in all of its operations and dealings and to adhere to the highest accepted standards of corporate governance in all its financial and management practices, and to behave responsibly towards the health, safety and welfare of its employees, customers and the environment.

Each Board member is responsible for his/her own conduct and while this Code provides a guideline to the type of business conduct required by the ERFB, common sense and good judgement should be applied to all situations. All queries regarding business conduct should be directed to the CEO.

2. Principles of the Code

The Code of Business Conduct for Board Members is based on the following principles that form part of the Boards business objectives and outlines the practices to be adhered to by all Board Members:

The ERFB has developed this Code to be consistent with its mission to:

3. Practical Application of the Code

3.1. Integrity

The ERFB conducts all business transactions in accordance with best business practice. The principle of integrity is that each Board member should be open, truthful and honest in his/her dealings, connected with or acting on behalf of the ERFB.

The ERFB acknowledges that Board members are appointed to represent specific interest groups. The composition of the Board is balanced between interested parties to promote decision making in the public good.

Conflict of Interest

Two potential categories of conflict of interest arise for Board members of the ERFB. The first category (category 1) relates to circumstances where matters for decision directly affect the specific interest groups to which a Board member has been appointed to represent. In such cases Board members are expected to represent the common good rather than sectional interests. To achieve this end Board members must ensure that they do not withhold from the Board any material relevant to matters for decision making.

The second category (category 2) of conflict relates to associations between Board members and extended interests with which the Board member has an association. Disclosure is required of potential conflicts of interest between the duties of a ERFB Board member (or his/her connected interests) and any outside interest of the Board member (or his/her connected interests).

In this context connected interests may be defined as:

  1. A spouse, parent, brother, sister, child or step-child
  2. A body corporate, club or association with which the member is associated
  3. A person acting as the trustee of any trust, the beneficiaries of which include the member or the persons at (1) or (2) above
  4. A person acting as a partner of the member or of any person or body who, by virtue of (1) (3) above is connected with the member.

Conflicts of interest may arise due to involvement in the decision making associated with the formation or application of ERFB policies or strategies or the authorisation of the purchase and/or sale of goods or services by or to the ERFB and all aspects of each such transaction.

A conflict of interest may be seen to exist in circumstances where the Board member has a connected interest as defined in (1) (4) above or:

In relation to the category 2 conflicts of interests, each Board member should:

on appointment, furnish to the CEO details of any current or planned business interests meeting the criteria set out above
immediately inform the CEO of any additional conflict of interest issues, as they arise or are envisaged during the course of his/her tenure as a Board member

The CEO will maintain a confidential register of all such interests which will be updated annually. Only the CEO will have access to this register.

Any queries regarding the appropriateness of disclosure should be directed by Board members to the Chairperson of the Board.

In circumstances where a conflict of interest is deemed to exist, the Board member should:

ensure that his/her conflict of interest has been appropriately declared and registered
return any documents supplied by the ERFB relating or pertaining to the issue, to the CEO at the earliest opportunity
absent himself/herself during Board deliberations pertaining to the area in which the Board member has an interest
where the issue pertains to the Chairpersons interests, he/she should depute another Board member to chair the Board meeting and absent himself/herself during deliberations pertaining to the area in which the Chairperson has an interest

Gifts and Entertainment

Gifts and entertainment exchanged out of the purest motives of personal friendship can be misunderstood and may appear to be attempts to influence decision-making. Board members should not seek or accept directly or indirectly any payments, fees, services or loans from any person or business entity that does or seeks to do business with, or is in competition with the ERFB. To avoid both the reality and the appearance of improper relations with suppliers or potential suppliers, the following standards apply to the receipt of gifts and entertainment by Board members:

Board members may accept unsolicited non-monetary gifts provided:

to do so would not affect or appear to affect his/her ability to make independent judgement on business transactions
to do so would be consistent with good business practice within the relevant industries
public disclosure of the transaction would not embarrass the ERFB
to do so would impose no obligation on either the Board member or the ERFB
they are items of nominal intrinsic value and not more than one gift is accepted in any year, or
they are advertising and promotional materials, not of substantial value, and clearly marked with the company or brand name.

The same principles of integrity should be applied to gifts a ERFB Board member is considering offering to a customer. This policy does not prevent a Board member from borrowing monies from a financial institution for personal use.

Board members may not encourage or solicit entertainment from any individual or company with whom the ERFB does business. From time to time Board members may accept unsolicited entertainment, but only under the following conditions:

the entertainment occurs infrequently
it arises out of the ordinary course of business
it involves reasonable, not lavish expenditure
the entertainment takes place in settings that also are reasonable, appropriate and fitting to Board members, their hosts and their business at hand.

3.2 Loyalty

Board members are required to be loyal and committed to the organisation and should not engage in, or support an outside activity or organisation which is competing with the ERFB.

3.3 Legality

It is the policy of the ERFB to comply with all relevant Statutory and Regulatory requirements governing its operations and Board members should adhere to this policy when discharging their duties to the ERFB.

3.4 Confidentiality

Each Board member is required to maintain confidentiality around all information, which they obtain in the course of performing their duties, relating to the business of the Board.

Board members shall not disclose or appropriate to their own use, or to the use of any third party, at any time during or subsequent to membership of the Board of the ERFB, any confidential information of the ERFB. This includes, but is not limited to:

information of the ERFB or any of the regional boards
information of the ERFB customers
information pertaining to documentation, customer lists, services, methods, processes and operating procedures.

Board members are prohibited, during and after their period of office, from:

using ERFB information for personal benefit
disclosing ERFB information to third parties, including the media, without prior ERFB approval
acquiring confidential information or business secrets by improper means
disclosing any business or trade secrets of the ERFB.

On termination of appointment/the term of office each Board member is required to return to the ERFB all manuals, letters, notes, notebooks, reports and other materials of a confidential nature.

3.5 Fairness

The ERFB values and treats all employees, customers, suppliers and associates equally and are at all times committed to fairness in their business dealings. All Board members are therefore required to uphold the ERFB policy on fairness in their individual dealings in connection with their office as Board members of the ERFB.

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