Group Governance

Version / 2

Code of Conduct for Board and Committee Members

Scope: / This policy applies to all Board and Committee Members of the Circle Group
Effective Date:
Review Date: / September 2012
Signed Off :
Authors: / Angela Firman, Group Company Secretary
Zoe Willenbrock, Head of Policy
Tenant Services Authority National Standards/ Other Regulation / Governance and Financial Viability Standard (Tenant Services Authority)
Excellence in Governance Code for Members (National Housing Federation)
Excellence in Standards of Conduct, Code for Members (National Housing Federation)
Legislation:

Code of Conduct for Board and Committee Members: September 20101 of 11

Group Governance

Code of Conduct for Board and Committee Members

1Scope

1.1This Code applies to all Board and Committee Members of the Circle Group including Executives who are Board Members. It applies to all partner organisations within the Group, including those which are not housing providers.

1.2It is essential that the Code is read in conjunction with the Probity policy, which replaces the provisions of Schedule One of the Housing Act 1996. The Probitypolicy clearly sets out the duties of Members to act only in the best interests of Circle and not for any personal interest or benefit.

1.3Board and Committee Members will be referred to as Members throughout this document.

2Policy Statement

2.1Circle works to enhance the Life Chances of customers by providing safe, secure and affordable places to live, developing quality services that meet customers’ needs and engaging with customers to build inclusive and sustainable communities.

2.2Circle provides key services to the community and plays an important role in the lives of the individuals, families and neighbourhoods that we serve. It is our intention to perform this role to the highest standards of probity and integrity and to act in such a way as to protect the good reputation of Circle and of our sector.

2.3The aim of this Code is to enable Members to maintain the values and mission of Circle;to support the valuable contribution that Members make to the Group; to protect Members from misunderstanding or criticism, and to ensure that Members are above reproach in matters of probity and business conduct.

2.4This Code cannot cover all situations that may arise. Members are expected to exercise personal judgement and to recognise and appreciate that the Group regards the spirit of this Code as being as important as its actual provisions.

3Principles of Public Life

3.1Although housing associations are not public bodies, Circle expects that Members will uphold the general values of public life:

  • selflessness: Members must take decisions solely in terms of the values and mission of Circle, not in order to gain financial or other material benefits for themselves, their close family or their friends
  • integrity: Members must not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their duties
  • objectivity: Members must make certain that in the delivery of services, the appointment of staff or other Members, or the awarding of contracts, they ensure impartiality, and that choices are made on merit
  • accountability: Members must accept accountability for their decisions and actions to the Management Board, customers, providers of public funds and other stakeholders, and submit themselves to whatever scrutiny is appropriate
  • openness: Members should be as open as possible about all decisions and actions that they take. They should give reasons for their decisions and restrict information only when individual or commercial confidentiality clearly so demands
  • honesty: Members must declare any private interests relating to their duties, and take steps to resolve any conflicts arising in a way that is lawful, and protects the reputation, values and mission of Circle
  • leadership: Members must promote and support these principles by leadership and example.

4Breaches of the Code of Conduct

4.1Members are required to uphold this Code of Conduct. Conduct which is detrimental to the interests of the Group and is materially in breach of the principles of the Code of Conduct and the Probity policy may be deemed as negative conduct.

4.2Members who engage in negative conduct may be removed from office where the provision to do so exists within the constitution of their respective organisation.

5Conduct and Behaviour

General conduct

5.1As representatives of the Group and the Group Partners, Members must promote and uphold the Group’s values, policies and decisions, including all of those relating to equality and diversity. Members should not do anything which actually or potentially may put the Group’s reputation at risk.

5.2Members must act only in the interest of their organisation and not on behalf of any constituency or interest group, and not for personal interest or benefit.They must not place themselves under an obligation that might influence or be perceived to influence the conduct of their duties.

Financial conduct

5.3Members must ensure that they and the Group use funds and resources entrusted to the Group for the purpose intended and in a responsible, solvent and lawful manner.

5.4Members should take steps to ensure that such funds and resources are protected from abuse, theft or waste and should strive to ensure value for money for the Group, its customers and any public or charitable funds. Members should ensure that the Group’s Financial Regulations, Standing Orders and internal controls are adequate, and observe them personally.

Personal behaviour

5.5High standards of personal conduct are expected of Members who should show courtesy, efficiency, reliability, sobriety and punctuality. Members should never use swear words or make discriminatory remarks.

5.6Members should not abuse staff or other Members and should not publicly criticise named staff.

5.7Any behaviour that is inappropriate and is suspected to be as the result of consumption of alcohol or illegal drugs may be viewed as negative conduct.

5.8Members must not participate in any illegal activities; must not accept or solicit bribes and are expected to report any actual or suspected incidents of fraud or illegal activity within the Group in accordance with the Members’ Whistleblowing policy.

5.9While the Group does not want to interfere in the private lives of its Board and Committee Members, there may be occasions when a Member’s outside activities affect their service or the interests of the Group. Members are expected to exercise personal judgement in their outside activities and not to participate in any activity which could bring the Group into disrepute.

5.10Close personal familiarity between individual Members and staff within the Group could be prejudicial and should be avoided, especially in the work context. Members should not allow themselves to be influenced on matters of Board business by informal channels.

Conduct of meetings

5.11Members are expected to prepare for and attend meetings. The constitution of each Group Partner and of individual Boards and Committees contains attendance requirements and members who breach these requirements will be dealt with in accordance with the agreed processes and may be removed from office.

5.12Board and Committee meetings will be conducted in a constructive and supportive atmosphere. Members who chair a meeting will do so in a manner that encourages debate and comment from all members during a meeting.

5.13Members are expected to contribute to and share responsibility for Board and Committee decisions. Members who persistently obstruct, hinder or impede the business of meetings or the performance of any Member’s or Officer’s duties, may be determined as having engaged in negative conduct.

5.14Members must attend and participate in reviews linked to individual performance or that of the whole Board or Committee, as well as training sessions and other events.

6Obligations and Responsibilities

6.1The role of a Board or Committee Member carries with it certain obligations and responsibilities and it is noted that each Member is in a position of absolute trust to act in the best interests of their organisation, which includes acting honestly and in good faith.

6.2Before they can act, Members are required to sign a statement accepting their obligations and responsibilities. These include representing the values and objectives of the Group, upholding the Group’s policies and reputation, contributing to and sharing responsibility for Board and Committee decisions.

Equality and diversity

6.3As part of our commitment to ensuring equality of opportunity in providing housing and employment, the Group has adopted an Equality & Diversity policy. Members are required to adhere to the standards and spirit of the policy. Conduct which breaches either may be deemed to be negative conduct.

7Probity Policy

7.1The Probity policy sets out the Group’s expectations in respect of, amongst other things, the declaration of interests, gifts and hospitality; the provision of accommodation to Members or their close relatives, and the employment of close relatives.

7.2Members need to be meticulous in following the expectations of the Probity policy. Members must declare all relevant personal interests and those of any person or body closely connected with them. They must ensure that their private interests or personal opinions do not influence their decisions or interfere with their work. They must not use their position to obtain personal gain for themselves directly, or for their close family, friends or associates.

Gifts and hospitality

7.3In accordance with the Probity policy, personal gifts should not be solicited or accepted and Members should not allow extravagance in any entertainment or hospitality received or given where the motive could be to influence the Group.

8Relationships with Stakeholders

Customers (Tenants, Residents, Service Users)

8.1Members should maintain a professional relationship with customers in any dealings which occur. Members must not allow any personal relationship with a customer to conflict with their role as a Board or Committee Member or with the best interests of the Group. Members must ensure that they do not place themselves or the Group in a compromising position through any relationship with a customer.

8.2Members are expected to exercise their own judgement in this regard but the Group would at least expect Board Members not to enter into personal arrangements with customers, for example for buying or selling any goods or services, loan transactions, benefits under a will, or arrangements for labour or employment.

8.3Members who are also residents may need to pay especial care in this regard toensure their dealings with other customers do not present a conflict of interests.

Other organisations and professionals

8.4In dealing with other organisations and professionals Members should always remember that they are representing the Group and should conduct themselves in a professional manner

8.5It is recognised that Members may have personal views which differ from the approach the Group may take on specific issues. Members should not present personal views under the Group’s name. They are expected to share responsibility for Board and Committee decisions even where this may conflict with personal views.

Contractors and consultants

8.6Under the legislation, anyone who is, or has been in the last twelve months, a principal proprietor, or close relative of a firm trading for profit with whom the Groupdoes business, cannot join a Group or Group Partner Board.

8.7The Group is also prohibited from paying contractors and consultants of firms trading for profit if a Member or their close relative is a principal proprietor. Members should note that a declaration of interest by itself is not enough to make a breach of the Probity policy lawful.

8.8Members must not gain any special advantage by virtue of their Board or Committee membership if they use the services of a consultant, contractor, professional adviser or other individual or firm that also works for the Group. If this situation cannot be avoided, it should be declared in advance to the Group Company Secretary.

9Political and Media Activities

Media

9.1Circle’s relations with the media are important and are handled centrally by the Group Communications Team as a corporate matter. If a Member is contacted by the media, they should not respond directly and should consult the Group Chief Executive. See Media policy.

Lobbying

9.2Likewise any lobbying or public affairs matters are managed as a corporate activity and any opportunities presented to Members need to be referred to the Group Chief Executive. See Public Affairs policy.

Membership of political parties

9.3It is important that the Group is viewed by customers and others as impartial and apolitical, and as such, Members should be wary of undertaking any activities which could be perceived as linking the Group with any particular organisation or political party. Such activities could include, for example, seeking to become a local councillor, joining a pressure group or canvassing on behalf of a prospective parliamentary candidate.

9.4If Board members wish to become involved in any such activities they should discuss their intentions with their Chair before taking any action and avoid, under all circumstances, canvassing support on the Group’s estates.

9.5Members will need to declare their membership in the Register of Interests, and declare any subsequent conflict of interests, or potential conflict of interests that may arise. See Probity policy.

10Confidentiality

10.1All information acquired by a Member during their service is confidential. In particular, personal information, for example relating to employees or customers, or the Group’s financial affairs must be kept confidential. This also applies to information relating to suppliers and third parties and relating to any matter expressly marked as confidential.

10.2Members must not use any information made available to them in their capacity as a Board member to further either their own interests or the interests of any person or organisation connected with them.

10.3Members are responsible for ensuring that any documents supplied to them by the Group are kept securely and are destroyed securely. If necessary the Group Company Secretary can arrange for the secure destruction of documents.

11Offers of Accommodation or Employment to Board Members and their Relatives

Accommodation

10.4Offers of accommodation, including shared ownership, by the Group to Members, those who have been Members in the preceding twelve months and their close relatives is generally prohibited under the Probity Policy. Any exceptions to this must be approved by the Remuneration and Successions Committee.

Resident Board and Committee Members

11.1Resident Board or Committee Members are entitled to all the usual rights associated with their tenancy or lease, such as the statutory right to buy or right to acquire, right to transfer, home loss and disturbance payments and any other statutory or contractual rights. However a breach of or dispute under a tenancy or other legal agreement with the organisation may be deemed as negative conduct.

Employment

11.2The Group cannot employ Members, or their close relatives, or those who have been Board members within the last twelve months. See Probity policy.

12Reimbursement of Expenses

12.1The Group will reimburse Members’ out-of-pocket expenses properly incurred in the business of the organisation in line with the Board and Committee Members Business Expenses policy. Expense claims should be submitted to Group Governance for authorisation.

13Reporting Issues of Serious Concern

13.1Members who wish to raise issues of serious concern should do so through the Chair. If this is not appropriate, the matter should be raised with the Group Chief Executive. The Group will ensure that Board members who report issues of serious concern in good faith are protected from reprisal and victimisation.

13.2In all circumstances where an offer of a favour is made personally to a Member it should be reported to the Chair.

14Summary

14.1Members are expected to conduct the affairs of Circle and its Group Partners in accordance with the law; all regulatory requirements relevant to the Group; the constitution of the Group member for which the relevant person is a Board/Committee Member and in accordance the spirit of this Code which requires a separation between organisational and private interests.

14.2Members who have an interest or who are connected with someone who has an interest in any of the Group's affairs which is not covered in the provisions of this Code of Conduct is required under the terms of the Probity policy to declare it to the Chair or the Group Company Secretary as appropriate.

14.3The Group Company Secretary is responsible for copying this Code to all new Members. The Code is not exhaustive and for more information on any aspect of Group governance, please contact Angela Firman, Group Company Secretary on 01603 703804 .

15Equality and Diversity

15.1Circle will treat all people with fairness and respect. We recognise that we have an ethical and a legal duty to advance equality of opportunity and prevent discrimination on the grounds of age, sex and sexual orientation, disability, race, religion or belief, gender reassignment, pregnancy and maternity, marriage and civil partnership.

15.2This document and any related leaflet may be translated or interpreted, or provided in accessible formats such as large print or Braille according to customers’ needs.

15.3All staff and Members receive Equality and Diversity training on joining Circle and are responsible for ensuring that the Equality and Diversity policy is incorporated into all work activities and all dealings with customers and colleagues..

Code of Conduct for Board and Committee Members: September 20101 of 11

Group Governance

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