Iarnród Éireann Board of Directors

Steve Murphy, Chairman

Steve was CEO for MTR UK from 2020 to 2024, overseeing the delivery of full Elizabeth line services, the joint venture on South Western Railway and the start-up of both infrastructure and property development businesses, designed to bring new solutions to the UK Industry. Steve had previously led the award-winning train company MTR Elizabeth line (MTREL) as Managing Director, since its inception in 2015, achieving first place sector status for measurements as wide ranging as on time running, safety standards, workplace diversity and customer service. Steve has been credited as the driving force behind MTREL’s escalating success story.
From the start of his career over 30 years ago as a British Rail Graduate trainee and following leadership roles with Chiltern Railways, Irish Rail, Deutsche Bahn and London Overground, Steves approach has been the catalyst for dynamic growth in the Industry through constant innovation and an unwavering focus on safety, reliability and customer service.

Suzy Byrne 

Suzy Byrne was appointed to the board in August 2018 and reappointed in 2021. She is a regional manager in the National Advocacy Service for People with Disabilities. Suzy holds a BA in Sociology and Social Policy and postgraduate qualifications in management and legal capacity. She has a background in activism and governance in the voluntary sector for over 30 years and is a former chairperson and board member of the Irish Council of Civil Liberties. She currently volunteers as an external advisor to several civil society organisations and foundations particularly in the area of equality, diversity and inclusion.

Gwendoline Cazenave

Gwendoline Cazenave has extensive expertise in the rail and wider transport industries, and has been CEO of Eurostar Group since October 2022, where she will build and develop the new Eurostar Group offering a unique travel experience in Europe with Thalys and Eurostar.
After 20 years of experience in the SNCF Group, where she held key positions in Business, Operations, Strategy and Finance, she was a partner at Olivier Wyman, a strategy consulting firm, between 2020 and 2022.
She also has significant expertise in corporate governance, through her non-executive director roles at the Union Financière de France and Tallano Technologies.
Gwendoline has also led a number of initiatives within gender equality and social and environmental responsibility.

Pat O’Donoghue

Pat O’Donoghue is a civil engineer who has worked extensively in the transport infrastructure sector, as well as water infrastructure and construction contract consultancy, in a career of almost 50 years.

During the period from 1997 to 2017, he had a major involvement in the development of the Luas system in Dublin, where he was Director of Design and Construction This covered all aspects from the initial design, statutory approval, procurement, funding, construction, commissioning and operations leading to system that currently exists.

Prior to this, he began his career in CIÉ in 1974 in the permanent way department, and subsequently worked on the delivery of a major water supply scheme to Cork city and an industrial area to the south, before returning to the railway between 1981 and 1992 covering infrastructure maintenance and renewal including the track renewal and resignalling of the line between Limerick Junction and Cork including Cork Station.

Since 2017, his focus has been on consultancy work related to construction contracts.

Sarah Roarty

With a degree in Chemistry, Sarah has extensive experience in science, medtech and pharmaceutical sectors at senior management level gained in world class industries across Europe. Her current role is Enterprise Development Manager with Action Tuam. Sarah served as Vice President of the Board and Chair of Audit and Risk for St Jarlath’s Credit Union. She currently serves as a member of the Audit committee for Galway County Council. Sarah is founder and Chairperson of registered charity Angelman Syndrome Ireland, which promotes equal opportunity, empowerment and accessibility for those living with Angelman Syndrome and their families.

Thilde Restofte Pedersen

Thilde Restofte Pedersen was appointed to the Iarnród Éireann Board of Directors in September 2023 and contributes with extensive experience and expertise in managing large, complex programmes and organisations in the rail and transport industries.

She is currently the CEO and owner of Nordic Signals, a consultancy firm advising several clients in both North America and Europe on the implementation of new, digital signaling systems and programme management.
Previously, she served as Programme Director in Banedanmark (the Danish infrastructure manager) for the implementation of new digital signalling systems on both the nationwide rail network (ERTMS) and the Copenhagen S-bane (CBTC). The deliverables of the Danish Signalling Programme include both track side implementation, rolling stock fitment of more than 350 trains and an advanced traffic management system.

Prior roles in Banedanmark also include tenures as Head of Planning and Head of Programme Management Office in the Signalling Programme. Thilde is also a former lead auditor with Rigsrevisionen (the Danish State Audit Office).

Tommy Wynne

Tommy Wynne was reappointed to the Iarnród Éireann Board in December 2025 under the Worker Participation (State Enterprises) Acts, 1977–2001. He began his career with Iarnród Éireann in 1991 as a depot man before progressing to train driver in 1994.

Tommy holds a Higher Diploma in International Railway Management from Glasgow Caledonian University. He is also a qualified mediator and a registered member of the Mediators’ Institute of Ireland (MII). He has also just completed a Certificate in Business Sustainability Management with the University of Cambridge. He was appointed Chairman of the Board Safety Committee in 2024.

A long-standing trade union leader, Tommy served as President of the SIPTU TEAC Division for 12 years. He currently chairs the SIPTU Transport Sector and sits on the SIPTU National Executive Council (NEC).

Brian Young

Brian Young was appointed to the Iarnród Éireann Board in December 2024 under the Worker Participation (State Enterprises) Acts, 1977–2001.

Code of Conduct for Directors

At its meeting on 8th September 2025, the Iarnród Éireann Board gave its approval for a Code of Conduct for Directors.

• General Policy
• Objectives of the Code of Conduct
• Principles of the Code of Conduct
• Responsibility
• Review
• Guidelines regarding Gifts or Hospitality
• Independent Professional Advice

1. General Policy

It is the policy of Iarnród Éireann to maintain its high reputation for ethical behaviour and fair dealing in the conduct of its business.

In many cases decisions as to what is ethical, or fair are clear cut and will be obvious to any reasonable person. In some situations, however, there may be circumstances where an element of doubt or ambiguity arises. To help in those circumstances and to protect and guide individual directors of IÉ, it is necessary to have a written Code of Conduct and also to comply with the Code of Practice for the Governance of State Bodies.

It is not possible to provide for every situation in the Code of Conduct. If there is doubt about the probity of any particular situation, the Chairperson must be consulted about that situation by the individual concerned.

In addition to the requirement for a director to behave in an ethical manner, there is also a requirement for them to comply with the requirements of the Companies Act 2014, other relevant legislative requirements and common law requirements (including those duties outlined in the document entitled “Roles and Duties of Board Members and Directors of the CIÉ Group”) and in the case of each person holding a designated directorship within a state body, to comply with relevant provisions of the Ethics in Public Office Act, 1995 and the Standards in Public Office Act, 2001.

This Code of Conduct will also apply to external members of Board committees and advisory groups.

2. Objectives of the Code of Conduct

The objectives of the Code of Conduct are:

(a)   to offer guidance to IÉ directors in their business conduct,

(b)   to establish an agreed  set of ethical principles,

(c)   the promotion and maintenance of confidence and trust in IÉ; and

(d)   to prevent the development and acceptance of unethical practices by IÉ.

The Code of Conduct applies to all directors of Iarnród Éireann.

3. Principles of the Code of Conduct

The guiding principles of the Code of Conduct can be summarised under seven headings:

•        Integrity,
•        Confidentiality of Information,
•        Obligations,
•        Disclosure of interests,
•        Loyalty,
•        Fairness and
•        Consideration for Work/External Environment.

Integrity

Each director of IÉ is expected to observe the highest standards of honesty and integrity in all his/her business dealings. To this end, as a director, one must:

• commit to compete vigorously and energetically but also ethically and honestly,
• ensure that purchasing activities of goods/services are conducted in accordance with best business practice and in accordance with the CIÉ Group’s procurement policy,
• ensure a culture of claiming expenses only as appropriate to business needs and in accordance with good practice in the public sector generally;
• ensure that IÉ’s accounts/reports accurately reflect its business performance and are not misleading or designed to be misleading,
• refuse bribes, gifts, hospitality, benefits or offers of preferential treatment which may affect one’s ability to make independent judgement, and report any such approaches in writing to the Chairperson,
• avoid misrepresenting one’s position by being ambiguous or misleading,
• reject any business practice which might reasonably be deemed to be improper,
• avoid the use of IÉ’s resources or time for personal gain, for the benefit of persons/organizations unconnected with IÉ or its activities or for the benefit of competitors,
• commit not to acquire information or business secrets by improper means,
• not abuse travel facilities or other privileges and
• whilst acting in his/her capacity as a director in IÉ, not act in a manner which could bring the reputation of IÉ into disrepute.

Confidentiality of Information

Certain parts of IÉ are now obliged to disclose information under the Freedom of Information Act, 1997. Any requests for information pursuant to the Act from third parties (including the Department of Transport) must be referred to the relevant Freedom of Information Officer if they fall within the ambit of the Act. Otherwise, they should be referred to the Company Secretary.

Directors of IÉ should also be mindful of IÉ’s obligations under (EU) 2016/679 the General Data Protection Regulation (GDPR) and the Data Protection Acts 1988 to 2018 and any requests for or regarding information held by IÉ which is subject to the provisions of these Acts should also be referred, in the first instance, to the Data Protection Officer.

Directors of IÉ must, however, support the provision of access by IÉ to general information relating to IÉ’s activities in a way that is open and that enhances its accountability to the general public. However, CIÉ Group’s “Guidelines on the Release of Information” must be followed in this context. In an effort to provide information to the public, IÉ publishes information on its activities and performance on its website which is regularly updated.
Every director of IÉ owes a duty of confidentiality to IÉ in respect of sensitive information held by IÉ and/or the CIÉ Group. Sensitive information would include, for example:

• any information relating to IÉ and/or the CIÉ Group, which is not public information,
• commercially sensitive/business information (including information relating to business policies or practices),
• any information relating to IÉ and/or the CIÉ Group, which is designated by it to be confidential,
• personal information and
• information received in confidence by IÉ and/or the CIÉ Group.

Directors are required to ensure that any sensitive information which they obtain by reason of their directorship is not disclosed and/or mis-used, whether by competitors of IÉ or otherwise. In order to protect such information, directors are required to:

• ensure that such information is properly safeguarded,
• exercise due care in communicating such information having due regard for the Group’s “Guidelines on the Release of Information”,
• avoid using such information for personal gain and
• observe appropriate prior consultation procedures with third parties where, exceptionally, IÉ is obliged by law or any regulatory authority, or otherwise, in the public interest, to disclose sensitive information.

Directors are reminded that Section 22 of the Transport (Re-Organisation of Córas Iompair Éireann) Act, 1986, includes a specific duty not to disclose confidential information unless authorised by the Board or the relevant company or by some person authorised in that behalf by the Board or the company. Confidential information is defined in the Act as that which is expressed to be confidential either as regards particular information or as regards information of a practical class or description. Breach of this statutory duty is an offence which attracts a fine on summary conviction.

Directors must remember that their duty of confidentiality does not cease when their directorship ends. The acceptance of further board memberships or employment where the potential for conflict arises should be avoided during a reasonable period of time after the exercise of their function in IÉ has ceased. In this regard directors should be mindful of the CIÉ Group’s “Post Termination of Employment Guidelines”.

Directors should not retain documentation obtained during their terms as Director and should return such documentation to the Company Secretary or otherwise indicate to the Company Secretary that all such documentation in their possession has been disposed of in an appropriate manner. In the event that former Directors require access to Board papers or Board minutes from the time of their term on the Board, this can be facilitated by the Company Secretary.

Obligations

In order to ensure through one’s business dealings compliance by IÉ with all applicable Government Guidelines, Irish and EU legislation, directors are required, to the extent that it is within their power, to:

• fulfil all regulatory and supervisory obligations imposed on IÉ,
• comply with the provisions of the Transport Acts, the Ethics in Public Office Act, the Standards in Public Office Act, the Companies Act 2014, the Worker Participation (State Enterprises) Acts, 1977 and 1988 and common law requirements, (including those duties outlined in the document entitled “Roles and Duties of Board Members and Directors of the CIÉ Group”), which are relevant to them as directors,
• co-operate with relevant regulatory and supervisory bodies,
• avoid false, inaccurate or misleading entries in records,
• ensure that taxation and welfare legislation is upheld by the IÉ,
• ensure that the IÉ does not engage in “offensive” tax avoidance transactions (meaning transactions involving uses of the tax code for a purpose other than for which it is intended by the State (including an unintended use of a tax incentive) with a view to reducing the amount of tax to be paid by the IÉ or a party to a transaction in which the IÉ participates),
• ensure one’s actions comply with relevant contractual obligations,
• encourage effective and fair competition at all times,
• ensure that IÉ’s purchasing and tendering procedures and prescribed levels of authority for sanctioning any relevant expenditure are complied with,
• avoid engaging in any illegal or criminal activities,
• comply with controls to prevent fraud including adequate controls to ensure compliance with prescribed procedures in relation to claiming expenses for business travel,
• comply with procedures relating to conflict of interest situations including those relating to:
  (a) post resignation / retirement from directorship and
  (b) appointment and/or consultancy of directors by the private sector,
  in order to avoid the acceptance of positions following directorship which could give rise to the potential for conflicts of interest and to confidentiality concerns and
• comply with the IÉ’s policy on discrimination, harassment, sexual harassment and bullying.
• co-operate with Group Internal Audit in the internal audit process.

Directors should use their reasonable endeavours to attend all Board meetings and where appropriate, committee meetings.

Disclosure of Interests

Directors are required to comply with the provisions relating to disclosure of interests set out in:

• Section 7(6)(c) of the Transport Act 1950,
• Section 20 of the Worker Participation (State Enterprises) Act 1977,
• Section 21 of the Transport (Re-organisation of Córas Iompair Éireann) Act 1986,
• Chapter 2 of Part 5 of the Companies Act 2014,
• Section 17 of the Ethics in Public Office Act 1995,
• Section 23 of the Standards in Public Office Act 2001 (where relevant),
• the disclosure requirements set out in Section 6 to the Code of Practice for the Governance of State Bodies, and
• the procedures relating to disclosure of interests established by the Board and
• the procedures set out in this Code.

Directors are required to disclose to the Company Secretary details of outside employment/business interests or interests of any of their family members which are or may be in conflict or in potential conflict with businesses of IÉ.

Where a conflict of interest situation could arise for a director, he/she must desist from dealing with the contract or situation giving rise to the conflict or potential conflict of interest and may not attempt in any way to influence decisions on the matter.

Loyalty

Directors must:

• acknowledge the responsibility to be loyal to IÉ and fully committed in all its business activities while mindful that the organisation itself must at all times take into account the interests of its shareholder and
• acknowledge the duty of all to conform to highest standards of business ethics.

Fairness

Directors must:

• comply and ensure compliance by IÉ with employment equality and equal status legislation,
• commit and ensure that IÉ commits to fairness in all business dealings and
• value customers and passengers and treat all customers and passengers equally and encourage IÉ employees to do likewise.

Consideration for Work/External Environment

Directors must:

• ensure that IÉ employees place highest priority on promoting and preserving their own health and safety as well as that of fellow employees, customers and other third parties with whom they come in contact in the course of their directorship,
• ensure that community concerns are fully considered and
• minimise any detrimental impact of IÉ operations on the environment.
• promote the development of a culture of ‘speaking up’ whereby workers can raise concerns regarding serious wrongdoing in the workplace without fear of reprisal.

4.  Responsibility

This Code of Conduct which incorporates the policy on disclosure of interests has been circulated to all directors who must retain, acknowledge receipt of and confirm their understanding of same.

5.  Review

This Code of Conduct will be reviewed at least every two years.

6.  Guidelines regarding Gifts or Hospitality

Directors should, in their capacity as directors, subject to the procedures outlined below, avoid the giving or receiving of corporate gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make an independent judgement on business transactions.

Gifts

It is not appropriate for directors to accept corporate gifts from suppliers to or contractors who have worked for IÉ and they should be declined.
In all cases, the gift should be returned to the sender, with a note advising that acceptance would be contrary to IÉ policy. Details of returned gifts must be notified at once to the Chairperson.

Hospitality

Invitations to lunches and dinners which are in the normal course of business are acceptable.

Modest hospitality (including sporting events and golf outings) may be accepted by directors in their capacity as such, provided:

• prior approval has been received from the Chairperson,
• the frequency and scale of hospitality is not more than IÉ might be expected to give in return,
• the number of IÉ staff or directors availing of the hospitality is kept to a minimum and
• invitations do not include the provision of travel or overnight accommodation and availing of the hospitality does not identify IÉ in a public way with any particular supplier or contractor. Details of hospitality offered in this context, that has been turned down, must be notified at once to the Chairperson.

7.  Independent Professional Advice

When any director (or group of directors) of IÉ considers that circumstances have arisen where it would be inappropriate for them to consult IÉ’s professional advisers and they consider that, in the furtherance of their duties, there is a need for independent professional advice, in such cases, directors should follow the relevant procedures which have been circulated to them or which are available from the Company Secretary.

Note: Breaches of this Code of Conduct will be dealt with by the Chairperson. Any Breach of this Code by the Chairman will be dealt with by the Chairman of the Board Audit and Risk Committee.