Code of Conduct of Board Members

  • Code of Conduct of Board Members
    05/06/2015 - 15:15

    St. Michael’s House Code of Conduct of Board MembersIntroductionSt. Michael’s House is widely regarded throughout the communities 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 St. Michael’s House.

     St. Michael’s House 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.

    This Code of Conduct (“the Code”) applies to all Board Members of St. Michael’s House. Reference throughout the code to “the Organisation” means St. Michael’s House. A reference in the Code to “a connected party” (or “connected persons”) means the following:-

    (a) Spouse, parent, brother, sister, child or step-child

    (b) A body corporate with which the Board Member is associated

     (c) A person acting as the Trustee of any trust, the beneficiaries of which include the Board Member or persons at (a) above or the body corporate at (b) above

     (d) A person acting as a partner or any person who by virtue of (a) – (c) above is connected with the Board Member.

    1. The Code outlines

    The responsibilities of each Board Member to the Organisation and amongst other things establishes procedures for dealing with any potential conflict of interest, which may arise between the responsibilities of a Board Member and any other outside interest, which he/she or a connected party may have. The Code is not a full statement of the obligations of a Board Member arising from his/her relationship with the Organisation.

    Board Members should direct all queries regarding business conduct to the Secretary.

     2.   General Responsibilities

    At all times it is the responsibility of each Board Member to ensure that he/she acts within the law in general and in particular in fulfilling his/her duties as a Board Member.  It is the responsibility of each Board Member to satisfy him/herself as to what is lawful or otherwise.  It is also the responsibility of each Board Member to ensure that all of these activities, whether covered specifically or otherwise in this document, are governed by the ethical considerations implicit in these procedures.3.  Principles of the CodeThis Code of Business Conduct for Board Members is based on the following principles that form part of the St. Michael’s House’s business objectives and outline the practices to be adhered to by all Board Members:

    • Confidentiality;
    • Conflict of Interest;
    • Gifts and Benefits;
    • Integrity;
    • Loyalty;
    • Legality; and
    • Fairness.

     4.  Confidentiality

    Each Board member is required to maintain confidentiality around all information, which they obtain in the course of duties, relating to the business of St. Michael’s House.

    The Board Members of the Organisation in the course of their duties have access to confidential information. 

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

    •  Using St. Michael’s House information for personal benefit;
    • Disclosing St. Michael’s House information to unauthorised parties, including the media, without prior St. Michael’s House approval;
    • Acquiring confidential information or business secrets by improper means; and
    • Disclosing any business of St. Michael’s House.

    On termination of appointment, each Board Member is required to return to St. Michael’s House all manuals, letters, notes, notebooks, reports and other materials of a confidential nature.

     5.   Conflict of Interest

     The duty of each Board Member is to act at all times solely in the interests of the Organisation to the exclusion of all other considerations.

    Conflict of interest declaration should be an agenda item on each Board meeting.

    A conflict of interest exists in any situation where the personal or other interest of a Board Member or a connected party might in any way affect the discharge by a Board Member of his/her duties or his/her deliberations in a situation where a Board Member or a connected party could benefit. It makes no difference that the Organisation does not suffer by the conflict of interest. A Board Member, his/her relatives, friends or associates must not obtain any such benefit under any circumstances.

     The following procedures should be observed.

     6.  Disclosure of Interests

    On appointment to the Board, each member should furnish to the Secretary of the body 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 be expected to be reasonably aware or 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

    1. 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.

    Each member should furnish to the Secretary details of business interests on the lines above of which he/she becomes aware during the course of his/her board membership.

    Where it is relevant in any matter, which arises, the member should be required to indicate to the Secretary the employment and any other business interests of all persons connected with him/her, as defined at above.

     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 Chairman.

     7.  Register of Interests

    The Secretary should keep details of the above interests in a special confidential register and should update the register annually. Board Members should notify the Secretary of any changes as soon as possible. Only the Chairman, Secretary and Chief Executive of the body should have access to the register.

     8.  Conflict of Interest – Procedures for Meetings

    Should a matter relating to the interests of the Chairman arise, he/she should depute to 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 Chairman or a person or body connected with the Chairman has an interest.

     A Board Member should absent himself/herself when the Board is deliberating or deciding on matters in which that member (other than in his/her capacity as a member of the Board) or a person or body connected with the member has an interest. In such cases, the organisation should maintain a ‘restricted circulation minute’.

    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 Board Member, the Chairman of the Board should determine the question.


    9.   Documentation Relating to Conflict of Interests

    Board or Organisation 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.

    The interests of a Board Member and persons connected with him/her can change, a Board 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 Secretary at the earliest opportunity.

     10.   Gifts and Benefits

     A Board Member must not obtain personal advantage from any person dealing with the Organisation.

    In particular must not accept any gifts or inducements where the value of  (typically less than €50), such could make it appear that the person giving is attempting to influence the Board Member to gain advantage.  The Board Member should tactfully return any such gifts or inducements with the request that no gifts be forwarded in future.

    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 in competition with St. Michael’s House.  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:

    Board Members cannot accept unsolicited non-monetary gifts unless:

    • To do so would not affect or appear to affect the Board Member’s ability to make independent judgment 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 St. Michael’s House;
    • To do so would impose no obligation on either the Board Member or St. Michael’s House;
    • 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 Organisation or brand name.

     Board Members may not encourage or solicit entertainment from any individual or organisation with whom St. Michael’s House 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; and
    • The entertainment takes place in settings that also are reasonable, appropriate and fitting to Board Members, their hosts and their business at hand.

     11.  Integrity

    St. Michael’s House 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 or her dealings connected with or acting on behalf of St. Michael’s House. 

     12.  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 St. Michael’s House.

    13.  Legality

    It is the policy of St. Michael’s House 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 St. Michael’s House.

     14.  Fairness

    St. Michael’s House values and treats all employees, service users, customers, suppliers and associates equally and is at all times committed to fairness in its business dealings. All Board Members are therefore required to uphold St. Michael’s House’s policy on fairness in their individual dealings in connection with their office as Board Members of St. Michael’s House.

    15.  Failure to Comply with the Code

    Failure by a Board Member to comply with this code of conduct may result in his/her actions being referred to the Board.