Directors’ Code of Conduct
The task is for your board to agree on a code and ensure that directors know what it sets out and how they must observe and adhere to it. That will result in predictability in the behaviour of the directors and less confusion as to what constitutes acceptable performance.
- Directors shall at all times use their best efforts to provide progressive, collective leadership and direction to the Society in support of its mission.
2. Directors shall adhere to the Society’s governance policies.
3. Directors shall adhere to the Society’s Conflict of Interest Policy; avoid, in fact, and perception, conflicts of interest; and immediately disclose possible conflicts to the board.
4. Directors shall endeavour to direct the activities of the organization as a whole rather than in their own interest or that of any specific group.
5. Directors shall maintain the confidentiality of the details and dynamics of board discussions, as well as those items designated as confidential.
6. Regardless of their personal viewpoint, directors shall not speak against or in any way undermine board solidarity once a board decision has been made.
7. Directors are expected to attend all board meetings and be prepared for the meetings, having read pre-circulated material in advance.
8. Directors’ contributions to discussions and decision making shall be positive and constructive and directors’ interactions in meetings shall be courteous, respectful, and free of animosity.
9. Directors shall be prepared to commit sufficient time and energy to attend to Society business.
10. Directors shall participate in the Society in ways other than attending board meetings.
11. Directors shall adhere to the principle that the CEO is responsible to the entire board of directors and consequently that no single director or committee has authority over the CEO.
12. Directors shall adhere to the principle that the chair of the board of directors is the communications link between the board and the CEO.
13. Directors shall ensure that there is a current Position Description and annual Work Plan for the CEO and that there is a process for the CEO’s annual evaluation.
14. Directors shall not attempt to exercise individual authority or undue influence over the Society.
15. The official spokespersons for the Society are the chair of the board of directors and the CEO; consequently, all public requests for comment on Society policies shall be referred to them.
16. The chair may make public statements on policy matters that are within the scope of a policy approved by the board or a reasonable extension of a policy.