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Code of Conduct Template

[Organisation Name]

[The organisation]’s Values
In all our operations and relationships we value: .... (set out here your values, role or mission)

Conduct
Personal behaviour – it is expected that board members will:

  • act ethically, with honesty and integrity, in the best interests of [the organisation] at all times;
  • take individual responsibility to contribute actively to all aspects of the board’s role according to the board member duty statement
  • attend a minimum of 75% of board meetings;
  • make decisions fairly, impartially and promptly, considering all available information, legislation, policies and procedures;
  • treat colleagues with respect, courtesy, honesty and fairness, and have proper regard for their interests, rights, safety and welfare;
  • not harass, bully or discriminate against colleagues, members of the public and/or employees;
  • contribute to a harmonious, safe and productive board environment/culture through professional workplace relationships; and
  • not make improper use of their position as board members to gain advantage for themselves or for any other person.
Communication and official information – it is expected that board members will:
  • channel all communication between board and staff on business matters through the Chairperson and the CEO/Manager; 
  • not disclose official information or documents acquired through membership of the board, other than as required by law or where agreed by decision of the board;
  • not make any unauthorised public statements regarding the business of [the organisation];
  • support, adhere to and not contradict the formal decisions of the Board made in its meetings;
  • respect the confidentiality and privacy of all information as it pertains to individuals.

Conflicts of interest – it is expected that board members will:

  • disclose any personal or business interests which may give rise to actual or perceived conflicts of interest;
  • ensure personal or financial  interests do not conflict with their ability to perform official duties in an impartial manner;
  • not allow personal or financial interests, or the interests of any associated person, to conflict with the interests of [the organisation];
  • manage and declare any conflict between their personal and public duty; and
  • where conflicts of interest do arise, ensure they are managed in the public interest.

Use of public resources – it is expected that board members will:

  • act in a financially responsible manner, applying due diligence to the scrutiny of financial reports, audit reports and other financial material that comes before the board; and
  • ensure the efficient use of publicly-funded resources, including office facilities and equipment, vehicles, cab charge vouchers, corporate credit cards.

In addition, Board members commit to:

  • taking responsibility for reporting improper conduct or misconduct which has been, or may be occurring in the workplace, reporting the details to the relevant people or agency; and
  • taking responsibility for contributing in a constructive, courteous and positive way to enhance good governance and the reputation of the board of [the organisation].

(See also "Sample Conflict of Interest Policy" under "Legal Responsibilities")

 

Sources:
Australian Institute of Company Directors, Code of Conduct
Ethics Resource Center: Developing a Code of Conduct for a Corporate Board of Directors: A Roadmap
Fishel, D. The Book of the Board, 2nd Edition, Federation Press, 2008
Jameson, Elizabeth. Director Code of Conduct (Expectations of Directors)
Office of the Public Sector Standards Commissioner, Western Australian Government: Sample Code of Conduct
State Services Authority – Victorian Government: Directors’ Code of Conduct and Guidance Notes

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