CODE OF CONDUCT FOR BOARD MEMBERS OF THE WELCOME TO YORKSHIRE BOARD
Welcome to Yorkshire is a company limited by guarantee, funded mainly by public and membership funding. The Board should therefore adopt a code of conduct appropriate for a publicly accountable body.
This document sets out a Code of Conduct for Board members.
PUBLIC SERVICE VALUES
The Board must at all times:
- Observe the highest standards of propriety impartiality, integrity and objectivity in relation to the stewardship of public funds;
- Be accountable to funders, partners, users of services, individual citizens and staff for the activities and stewardship of the company and the extent to which key performance targets and objectives have been met; and
- Maximise value for money through ensuring that services are delivered in the most economical, efficient and economical way, within available resources.
Board Members should also observe the values of objectivity, openness, personal judgement, respect for others, duty to uphold the law, and leadership. Specifically, Board Members must uphold the seven values of the Nolan Principles.
Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family or their friends.
Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations which might influence them in the performance of their duties.
In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards or benefits, holders of the public office should make choices on merit.
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.
Holders of public office should be as open as possible about all the decisions and actions they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.
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.
Holders of public office should promote and support these principles by leadership and example.
WELCOME TO YORKSHIRE VALUES
Welcome to Yorkshire has a responsibility to be able to demonstrate best practice in both its external and internal procedures.
All the activities of the company are underpinned by the following core values, which will be adhered to by all Board Members:
- We will seek VALUE for money;
- We will be OPEN to ideas and to the public;
- We will work as a TEAM ;
- We will seek EXCELLENT performance; and
- We will strive to be a DIVERSE organisation that all parts of our region can relate to.
THE ROLE OF THE CHAIR
The Chair is appointed by the Nomination Committee of the Board.
The Chair is responsible to the Board. The Chair shall aim to ensure that the company’s affairs are conducted with probity. The Chair shares with other Board members the corporate responsibilities set out in section 5.4 below, and in particular for ensuring that the organisation fulfils its contractual obligations with funders.
The Chair has a particular leadership responsibility on the following matters:
- Formulating the Board’s strategy and annual programme of work;
- Representing the views of the Board to the general public;
- Encouraging high standards of propriety; and
- Promoting the efficient and effective use of staff and other resources.
The Chair should ensure that all members of the Board, when taking up office, are fully briefed on the terms of their appointment and on their duties, rights and responsibilities, and receive appropriate induction training. All members of the Board should have access to copies of the following documents:
- Company Memorandum and Articles;
- Code of Conduct for the Board;
- Terms of reference for the Board and sub committees;
- Company Financial Regulations;
- Annual Business/Operation plans
- Annual Report and Accounts; and
- Company Policies
The Chair also has particular responsibility for the following matters:
- Annual performance assessment of Non Executive Directors, and taking appropriate action on any performance/attendance issues
- Ensuring the timely advertising and appointment to Board vacancies
(c) Ensuring that the Board meets at regular intervals throughout the year and that the minutes of meetings accurately record the decisions taken and, where appropriate, the views of individual Board members.
THE ROLE OF THE CHIEF EXECUTIVE
The Chief Executive has responsibility, under the Board, for the overall organisation, management, and staffing of the organisation and for its procedures in financial and other matters, including conduct and discipline. This involves the promotion by leadership and example of the values embodied in the Nolan Committee’s Seven Principles of Public Life. Board members should support the Chief Executive in undertaking this responsibility.
The Chief Executive must advise the Board on the company’s performance compared with its aims and objectives. In addition, they must ensure that the Board take fully into account financial considerations in reaching and executing its decisions, and that standard financial appraisal techniques are followed as far as this is practical.
CORPORATE RESPONSIBILITIES OF BOARD MEMBERS
The Board has corporate responsibility for ensuring that the company fulfils the aims and objectives. To this end, and in pursuit of its wider corporate responsibilities, the Board shall:
- Establish the overall strategic direction of the company
- Ensure that all contractual duties are met
- Ensure that any statutory or administrative requirements for the use of public funds are complied with
- Ensure that the Board receives and reviews regular financial information concerning the management of the company and is informed in a timely manner about any concerns about its activities and takes appropriate action on such concerns;
- Demonstrate high standards of corporate governance at all times, including by using the audit committee and an independent auditor to help the Board to address the key financial and other risks
- Appoint a Chief Executive and ensure that appropriate management of the Chief Executive through the Chair is in place
RESPONSIBILITIES OF INDIVIDUAL BOARD MEMBERS
A Board member must:
- Comply at all times with this Code of Conduct for the Board and with the rules relating to the use of public funds and to conflicts of interest;
- Not misuse information gained in the course of their service for personal gain or for political profit, nor seek to use the opportunity of service to promote their private interests or those of connected persons or organisations;
- Comply with the Board’s rules on the acceptance of gifts and hospitality, and of business appointments; and
- Act in good faith and in the best interests of the company.
With the exception of local councillors and sitting Peers, Board Members are expected not to occupy posts paid for by political parties. They are also expected not to hold sensitive or high-profile roles in a political party. Board Members (apart from the exceptions mentioned) should not engage in specific political activities on matters directly affecting the work of the company.
All Board Members are free to engage in general political activities, provided that they are conscious of their public responsibilities and exercise a proper discretion, particularly in regard to the work of the Board.
The arrangements for appointing individual Board members make it possible to remove them from office if they fail to perform the duties required of Board members to the standards expected of those who hold public office.
PERSONAL LIABILITY OF BOARD MEMBERS
The Company currently maintains directors' and officers' liability insurance and we will arrange for you to be included in such cover with immediate effect.
If legal proceeding are brought against you by a third party, the Company will meet any civil liability which incurred in the execution of your function, unless you have acted recklessly, and on condition that you have, at all times, acted honestly and in good faith.
THE BOARD AS EMPLOYER
By delegation to the CEO, the Board:
(a) will ensure that it complies with all relevant employment legislation, has appropriate company policies in place and employs suitably qualified staff who will discharge their responsibilities in accordance with the high standards expected of staff employed by public bodies.
(b) will ensure that all staff are familiar with the company’s annual business and operational plan, including its main aims and objectives and the internal management and control systems.
(c) will ensure that the company adopts management practices which use resources in the most economical, efficient and effective manner.
(d) will ensure that the company’s rules for the recruitment and management of staff provide for appointment and advancement on merit on the basis of equal opportunity for all applicants and staff. In filling senior staff appointments, the Board should satisfy itself that an adequate field of qualified candidates is considered, and should always consider the merits of full open competition.
(e) will ensure that its members, and the company’s staff, have appropriate access to expert advice and training opportunities in order to enable them to exercise their responsibilities effectively.
The Board has a responsibility, delegated to the Chair, to monitor the performance of the Chief Executive.
INTERESTS OF BOARD MEMBERS
- The Chair and other Board Members must declare any personal or business interests which may conflict with their responsibilities as Board Members. It is vital to ensure that such conflicts are identified at an early stage and are recorded in the minutes of the meeting.
- Board Members must declare their relevant interests in a Register of Interests, which will be open to public inspection. The Register will list direct and indirect pecuniary (financial) interests which members of the public might reasonably think could influence judgement. Board Members are required to update their entry in the Register as changes occur.
- The Register will also include non-pecuniary interests of Board Members that relate closely to the company’s activities and interests of their spouse and immediate family members and persons living in the same household as Board Members. Indirect pecuniary interests arise from connections with bodies which have a direct pecuniary interest or from being a business partner of, or being employed by, a person with such an interest. Non pecuniary interests include those arising from Board Membership of clubs and other organisations.
- Close family members include personal partners, parents, children (adult and minor), brothers, sisters, and the personal partners of any of these.
- Board Members wishing to declare their relevant interests should contact the Company Secretary.
- Where, in accordance with the above advice, a Board Member should not participate in the discussion or determination of a matter, it will be for the Chief Executive to determine whether relevant papers should be withheld from them and if so requested they should withdraw from the meeting, even if it is held in public. This is because the continued presence of someone who declared an interest might be thought likely to influence the judgement of the other Members present.
HANDLING CONFLICTS OF INTEREST
The Chair and other Board members should declare any personal or business interests which may conflict with their responsibilities as Board members. Rules of conduct for Board members ensure that such conflicts are identified at an early stage and that appropriate action can be taken to resolve them.
Interests should be interpreted in the sense that members might unfairly regard with favour or disfavour, the case of a party to the matter under consideration. In considering whether a real danger of bias exists in relation to a particular decision, members should assess whether they, a close family member (including personal partners, parents, children [adult and minor] brothers, sisters and the personal partners of any of these) a person living in the same household as the Board member, or a firm, business or organisation with which the Board member is connected are likely to be affected more than the generality of those affected by the decision in question.
Where, in accordance with the above, a member has disclosed an interest, the disclosure shall be recorded in the minutes of the meeting and the member will take no part in the deliberation or decision with respect to that matter. The member should normally withdraw from the meeting, even if it is held in public, so as not to be open to suggestions of influencing the judgement of other members present.
A Board Member should declare to the Chief Executive before a meeting begins if s/he has an interest, pecuniary or other, in a matter being considered. S/he should also disclose any interests in the matter of which they are aware on the part of close family members and persons living in the same household as the Board member. In addition, a Board member should consider whether s/he needs to disclose relevant interests of other persons or organisations which members of the public might reasonably think could influence the Board member’s judgement.
STRATEGIC PLANNING AND CONTROL
One of the main tasks of the Board is to oversee the production of an annual business plan and budget. These will be considered by the Board at their January meeting and given final approval at the March meeting.
Board members serve on a part-time non-executive basis.
The Board may delegate to its committees or individuals particular responsibilities. These will be set out in the Terms of Reference for the Board and Committees and reviewed annually. Decisions taken by individual members or Committees of the Board under delegated powers should be recorded in written minutes which will be available to the Board as a whole.
OPENNESS AND RESPONSIVENESS
Board members and staff will conduct all their dealings with the public in an open and responsible way .
The company will ensure that it can demonstrate that it is using resources to good effect, with propriety and without grounds for criticism that public funds are being used for private, partisan or party political purposes. The Board will act in a manner which is consistent with the nature of the company’s business and will recognise the need for confidentiality on commercial or other grounds where necessary.