The other executives

What the report says

Mr Shipsey said that based on the evidence disclosed to him, he was satisfied there existed “a very good culture of compliance” within DCC and its subsidiaries, Lotus Green and SL Investments, in 1995 and 2000, the two periods under investigation. “All senior executives had direct access to the company’s solicitors and regularly availed of that facility,” said Mr Shipsey. He said that from the chief executive down to the officers and employees involved in the transactions in 1995 and 2000, “each attempted do do what they understood to be right in all circumstances”.

MICHAEL SCHOLEFIELD

DCC group compliance officer between January 1995 and August 2000

Mr Scholefield and legal adviser to the companies, Alvin Price of William Fry solicitors, were the only two individuals to whom DCC chief executive Jim Flavin communicated the Fyffes’ price-sensitive information in his possession. This was done as part of the compliance procedure.

Mr Scholefield impressed Mr Shipsey “as somebody who was knowledgeable, meticulous and persistent”.

The DCC executive said everything done between 1995 and 2000 with regard to Lotus Green had the single purpose of ensuring that it would optimise the minimalisation of tax when it came to selling the Fyffes stake.

FERGAL O’DWYER

chief financial officer of DCC and executive director of Lotus Green

Mr Shipsey accepted his evidence and that of Mairéad O’Malley of Coopers Lybrand, accountants to DCC, that Mr Flavin had not disclosed any information to them about Fyffes – other than what was in the public domain – and that they, in carrying through the mechanics of the decision formally taken by the Lotus Green board to sell the shares, did so without any knowledge or information that was “price-sensitive” concerning Fyffes.

MORGAN CROWE

executive director of DCC

Mr Crowe told Mr Shipsey that whilst he was made aware by Mr Flavin that interest was being expressed in DCC’s stake in Fyffes by brokers on behalf of institutional investors, he knew nothing of the detail and was not aware of any information Mr Flavin may have had about Fyffes’ trading position.

TOMMY BREEN and KEVIN MURRAY

directors of DCC

Mr Shipsey said Mr Breen and Mr Murray became directors of the company on February 7th, 2000, and that they did not speak to Mr Flavin prior to the sales of the Fyffes shares and did not know about the interest expressed in the shares until after the first of the three tranches was sold.

All of DCC’s directors expressed the view that Mr Flavin was extremely “tight-lipped” about anything to do with Fyffes and, in their view, was scrupulous in preserving the confidentiality of any information obtained by him in his capacity as a director of Fyffes.

Mr Shipsey concluded that from all the interviews he conducted with the companies’ officers, directors and employees, he was satisfied Mr Flavin did not disclose any information about Fyffes trading to anyone in DCC apart from Mr Price on January 31st, 2000, and Mr Scholefield on February 1st, 2000.