Code of Conduct/Governance Code Template

Codes have become more popular in recent years, particularly since the Committee on Standards in Public Life (or ‘Nolan Committee’ after its first Chair, Lord Nolan) published the Seven Principles of Public Life in response to the ‘cash for questions’ political scandal of the early 1990’s.  As well as defining the seven principles, the committee also recommended that all public bodies adopt Codes of Conduct incorporating the principles.   Larger charities immediately took it upon themselves to draw up such a code and their use has since spread throughout the voluntary and community sector.

Before Nolan (4.) a separate code was rare in small voluntary organisations, though a basic code of behaviour was often included as part of the initial declaration of eligibility that new committee members signed.  Sometimes codes of behaviour were incorporated in Trustee/Committee Member job descriptions as these became more widespread.   

Following Nolan a Code of Good Governance was drawn up by National Charities led by NCVO.  This 42 page code has not been widely adopted by small organisations, though a summary and a related document ‘Learning to Fly’ have been promoted to smaller organisations (see also under codes in this section).

Another approach has been to treat the governance code as the committee’s operational manual setting out how the committee interacts with all the other parts of the governance system (such as staff, volunteers, members, stakeholders etc.)and related issues such as committee training, conflict of interest and individual roles.  In the UK much of this is dealt with elsewhere so there is a real danger of duplication or contradiction.

When drawing up your code consider these points:
•	Try to be concise
•	Avoid duplicating or conflicting with statements in your constitution, committee job description or committee member declaration (if you have either) or membership criteria/principles if committee members are drawn from the general membership.
•	Avoid one sided obligations.  For example having an obligation on committee members to treat staff with respect with no corresponding obligation on staff.

Chose from the examples below to form you draft code, then consult with other committee members before finalizing the document. In general the sections are in rank order; so in most cases it would make sense to start with 1 and continue adding sections in order as necessary. Sections 1 to 3 will be sufficient for most small committee.  Adding 4 will demonstrate an awareness of the issues raised by the Nolan committee.  

1	Practical

Note: Start with some practical and realistic points that are relevant to your committee.

Management Committee Members should:
•	Strive to attend all meetings, sending apologies to the chair for necessary absences.
•	Prepare for the meeting by reading the agenda, papers and emails before the meeting.
•	Talk to the chair before the meeting if you need to clarify anything. 
•	Arrive on time.  Stay to the end. 
•	Participate fully in the meeting; 
o	Listen to what others have to say and keep an open mind.
o	Contribute positively to the discussions.
o	Try to be concise and avoid soliloquies/speeches.
•	Help others concentrate on the meeting.  Discourage side conversations.
•	Have the best interests of the organisation/beneficiaries in mind at all times.
•	Draw attention to any potential conflicts of interest that may arise in the meeting.
•	Fulfil any responsibilities assigned to you at the meeting and be prepared to report back on your progress at the next meeting.

2	Behaviour

Note:  To make these mutual you will need to make sure that staff and/or volunteers and/or members and/or users have similar requirements. If everyone involved is required to be a member then it may be easier to make these a general membership requirement of the organisation. 

•	Treat each other with respect.
•	Avoid offensive or insensitive comments or language.
•	Respect confidentiality.
•	Avoid bringing the organisation/committee into disrepute.
•	Express dissent where necessary, but avoid conflict. 

3	Legal Requirements (Charity Trustee)

Note:  These are legal requirements of charity trustees but it is probably prudent to make them part of the code of any voluntary organisation.

Management Committee Members must:
•	Be active – you cannot be a dormant or ‘sleeping’ management committee member, you are still liable for the decisions the others make in your absence.
•	Act jointly – an individual has no powers on their own unless they have been specifically given them by the committee (minuted at a proper meeting).
•	Act constitutionally (and within the law) – make sure that you act within the powers and objects (remit) set out in your constitution.  Including following the constitution on how meetings are run and how the committee is recruited.
•	Act in the interests of the beneficiaries – put yourself in the beneficiaries’ position and make decisions that are best for them.
•	Act reasonably and honestly – remembering to minute discussions and debates so that your reasonableness can be demonstrated.
•	Have a duty of care – act prudently and reasonably.
•	Not delegate control – everything can be delegated except the power of delegation but the management committee remains responsible and accountable.
•	Not benefit personally – unless allowed specifically in the constitution or by law.
•	Avoid conflict of interest – manage actual conflicts of interest through a written process/policy and elsewhere avoid the appearance of conflicts of interest.

4	The Seven Principles of Public Life

Note: These are the principles that started the current interest in codes of conduct.  Critics consider them vague, but including them in your code shows an awareness of these widely adopted principles.

1.  Selflessness:  Holders of public office should act solely in terms of the public interest. They should not do so in order to gain financial or other benefits for themselves, their family or their friends.

2.  Integrity:  Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their official duties.

3.  Objectivity:  In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

4.  Accountability:  Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

5.  Openness:  Holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

6.   Honesty:  Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

7.  Leadership:  Holders of public office should promote and support these principles by leadership and example.

“These principles apply to all aspects of public life.
The Committee has set them out here for the benefit of all who serve the public in any way.”

Governance Pages 2008  	www.governancepages.org.uk