Code of Conduct for Directors

Article 1: Directorship

As a director, I agree to:

Understand my legal duties as a director.
Assume individual and collective responsibility for the (NAME OF ORGANISATION).
Apply judgement in the (NAME OF ORGANISATION) ’s interest.
Ensure that the (NAME OF ORGANISATION) complies with the law.
Maintain the financial viability of the (NAME OF ORGANISATION) and, if that is no longer possible, take appropriate action to protect the interests of creditors.
Devote sufficient time and attention to my role.
Attend as many board meetings as possible and participate fully in deliberations.

Article 2: Integrity

As a director, I agree to:

Act honestly, in good faith and in the best interest of the (NAME OF ORGANISATION).
Place the interests of the (NAME OF ORGANISATION) above my personal interests.
Be open and transparent to the rest of the board in respect of my personal interests and activities.
Exercise independent judgment.
Take reasonable steps to be satisfied as to the soundness of all board decisions.
Avoid conflicts of interest wherever possible and, if this is not possible, make full and prior disclosure of any conflict, or potential conflict, to the rest of the board.
If there are matters of concern raise these with other board members, including the chair and chief executive.
Recognise that resignation or dismissal from the board may sometimes be the ultimate consequence of sustained disagreement on a matter of conscience or judgement.
Adhere to collective responsibility for agreed board decisions.

Article 3: Responsible business

As a director, I agree to:

Ensure that the (NAME OF ORGANISATION) behaves in a socially responsible manner and acts in accordance with its community interest objectives.
Evaluate board decisions in a broad social context and be conscious of the impact on society and the environment.
Encourage the board to regularly review its business purpose, which articulates why the (NAME OF ORGANISATION) exists and the problems it is seeking to solve.
Ensure that the (NAME OF ORGANISATION) is mindful of addressing climate change and the environmental impact of its decisions and actions.
Ensure that suppliers are paid in a timely manner, particularly small and medium size enterprise.

Article 4: Inclusion and diversity

As a director, I agree to:

Promote an inclusive approach to board composition and business practice, which recognises the contribution that diversity brings.
Advocate the benefits of inclusion and diversity in enhancing decision making, attracting talented employees, and building trust among stakeholders.

Article 5: Stakeholders

As a director, I agree to:

Pay regard to the interests of all stakeholders with a legitimate interest in the success of the (NAME OF ORGANISATION).
Build the goodwill and commitment of stakeholders towards the (NAME OF ORGANISATION).
Help develop strong lines of communication and mutual understanding with relevant stakeholders.

Article 6: Confidentiality

As a director, I agree to:

Not disclose confidential information received in my role as a director, unless that disclosure has been authorised by the board or is required by law.
Not make improper use of information acquired by virtue of my role as a director.

Article 7: Continuing development of the Board

As a director, I agree to:

Participating in regular (probably annual) reviews of the board’s collective performance and the contribution of directors.

Article 8: Personal conduct

As a director, I agree to:

Exhibit high standards of personal conduct, both inside and outside of the boardroom.
Take into account the impact of my behaviour on employees and other stakeholders.
Avoid behaviour which might affect the reputation of the (NAME OF ORGANISATION), or which contradicts its values.
Treat others with respect, dignity and consideration, including colleagues, employees and other stakeholders.

There is an easy view guide on the responsibilities of a director by Companies House which can be found here: COMPANIES HOUSE GUIDE TO BEING A DIRECTOR

Code-of-Conduct-for-Directors.docx

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