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2.1 Disclosure of interests by Members of the Board
2.1.1 On appointment to the Board 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, 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.
2.1.2 Each member should furnish to the Company Secretary details of business interests on the lines above of which he / she becomes aware during the course of his / her directorship.
2.1.3 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 at (I) above.
2.1.4 The Board may exercise discretion regarding the disclosure by members of minor shareholdings. As a general guideline, shareholdings valued at more than €15,000 or of more than 5 per cent of the issued capital of a company should be disclosed.
2.1.5 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.
2.1.6 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.
2.1.7 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.
2.1.8 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.
2.1.9 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.
2.1.10 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.
2.1.11 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.
2.1.12 Serving and former Board members should respect the confidentiality of sensitive information received while acting in that capacity. This includes commercially sensitive information, personal information, and information received in confidence by the Authority.
2.2 Avoidance of conflicts of interest by employees of the Authority
2.2.1 Employees of the Authority should not involve themselves in outside employment or business interests which are in conflict, or in potential conflict, with the business of the Authority, or would prevent them from carrying out their duties
2.2.2 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.
2.2.3 Employees of the Authority must declare in writing to the Company Secretary - 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.