The board of industrial holding group DCC debated whether it should sack the group's executive chairman Jim Flavin in the hours after the Supreme Court ruled he dealt illegally in Fyffes shares, but concluded that it would not do that in the interests of justice and fairness, the company has said.
Former AIB chief executive Michael Buckley - now senior independent director on the DCC board - said the group's directors unanimously supported Mr Flavin after a four-hour meeting on the day of the ruling because they believed there was no intentional misconduct on his part or any lack of probity.
DCC, a holding group with interests in energy and healthcare, made a €85 million profit on the sale of its stake in fruit importer Fyffes in 2000, shortly before Fyffes issued a profit warning.
The Supreme Court found the share dealings were unlawful because Mr Flavin held insider information at the time.
In his first interview since that judgment, Mr Buckley said the High Court ruling that Mr Flavin did not use the information in question still stands because that aspect of its findings was not appealed. He said the Supreme Court did not attribute any "bad faith" to Mr Flavin or DCC.
"Our belief and our judgment is that neither justice nor honesty nor fairness would have been served if Jim Flavin had either resigned or been pushed out by the board after the Supreme Court judgment," he said.
"Jim's view, and he expressed it very clearly to the board, was that if the board wanted him to resign, he would resign. But the board was absolutely of the view that there wasn't a case for him to resign because of the issues that I have laid out for you."
Stating that he was speaking for the entire board, Mr Buckley said the directors were not in denial about the nature or import of the Supreme Court ruling. "The Supreme Court decision stands. We absolutely respect it. But as a board, we had to look at what were all of the issues that bore on those - on considerations of probity and honesty and fairness, and that was the totality of the issues that we took into account on the day when we made that decision. Mr Buckley was speaking a day after Paul Appleby, the director of corporate enforcement, asked the Supreme Court to consider whether anyone should be barred as a director in light of its ruling.
However, Mrs Justice Susan Denham said this was a matter for the High Court.
"We do not think there are any grounds for requesting any court to consider disqualification in relation to this. We absolutely don't," Mr Buckley said.
Asked about suggestions that the directors sat on a "crony" board, Mr Buckley said that was not so and said it would be very easy to be "deeply offended" by such remarks.
"I would say that any experienced and responsible board would have reached that decision on the facts, on the consideration, on application of those principles that I repeated several times - justice, fairness and honesty - they would have reached that decision."
Mr Buckley was chief executive of AIB when it decided not to proceed with an action for damages against DCC over its purchase of some of the Fyffes shares in question. He declined to comment on that, stating that he can no longer speak for the bank, but said AIB was one of 18 institutions that did not pursue counterparty claims.
Asked about connections drawn between his former role in AIB, its withdrawal of the legal action and his current role in DCC, he said: "I wouldn't say anything. I would just make the general point that it's a very bad argument to connect two separate events together and assume they're connected."
