05 February 2012

Code of Conduct for Board Members

1.         Introduction

Charitable organisations have a reputation for high standards of conduct and probity. This Code of Conduct provides trustees with guidelines as to the conduct of Trustees in respect of their work for O-Regen.

2.         Code of Conduct

Trustees must ensure that their private or personal interests do not influence their decisions and that they do not use their position to obtain personal gain of any sort.

O-Regen Trustees should be meticulous about declaring conflicts of interest. The charity maintains a Register of Interests for Board Members and this is kept at the O-Regen’s Head Office.

When the Board discusses an item that poses a conflict of interest for any Trustee present, that person should declare the interest. If there is any doubt, the Trustee should declare anyway.

If the conflict is clear and substantial, the Trustee should offer to withdraw and, if invited to remain, refrain from voting on the matter. Where such a conflict is likely to reoccur on a frequent basis, the Trustee should offer to resign.

3          Equality and Diversity

O-Regen has both a legal and a moral duty not to discriminate against any section of the community. The requirement to treat people fairly and to value the diversity that they bring to the organisation, applies across the whole of the O-Regen’s activities and is clearly set out in our policies. Trustees are expected to support this commitment to ensure that all aspects of our work are dealt with in the spirit of these policies.

4          Confidentiality

The O-Regen has a duty to respect the confidentiality of information gained as a result of its’ work. All Trustees must maintain confidentiality in line with O-Regen policies.

5          Breaches of the Code of Conduct

There may be instances where this code is breached unintentionally. In serious cases, a Board Member may be asked to resign from their position.

The following are examples of what would be regarded as serious breaches:

• Conviction in a court on a charge which serves to undermine the ability and credibility of the individual to undertake their duties in the required manner.

• Actions that cut across policies or procedures of the CBHA and which seriously undermine the credibility or effectiveness of the organisation.

• An act of discrimination against another Member, resident or employee, particularly on racial or sexual grounds.

• Breach of confidentiality, unless required to do so by law or specifically agreed.

• Any theft or attempted theft arising in the course of a Member’s duties.

• Inability to perform their duties due to the influence of alcohol or unprescribed drugs.

• Purchase of goods or services from suppliers and / or contractors and consultants at discounted rates arising from their position as Member.

• The acceptance of bribes or lavish hospitality from contractors or consultants etc. Any hospitality received from external sources that relates, or might be seen to relate to the business of the association shall be declared and recorded in the Register of Hospitality.

• Fighting or physical assault or the threat of these, or abuse which brings the CBHA into disrepute.

• Failure to disclose personal interest or relationships with outside bodies as required in the Code.

• Continuous negative criticism towards other Board Members or employees which is of a personal rather than professional nature. Positive criticism is always welcomed as a contribution to the development of the organisation.

6.    Under the existing Memorandum and Articles of Association, O-Regen has four “golden” shareholders. These shareholders are;

Local Authority (three nominations)
Voluntary Action Waltham Forest (one nomination)
CBHA (two nominations)

7.    In addition to these Trustees under the existing Memorandum and Articles of Association, Trustees may appoint another eight persons as Trustees, of which two should be from the local business community. This gives a Board with a maximum representation of 15 Trustees. Moreover, in order to ensure that not all of the Trustees stand for re-election at any one time, it is proposed that a rolling programme is set in place. This will mean that of the proposed 12 Trustees, 4 will change each year (unless their term of office is extended for another 3 years).  At present the existing Articles of Association make no reference to the length of service that a Trustee can hold. It is proposed that in the future any Trustee should hold office for a maximum two periods of three years in duration.

8.    Quorate

Trustees should also be aware that the existing Articles of Association stipulate that to be quorate, the board needs only two of the fifthteen Trustees to be present. Furthermore, just two Trustees can approve a recommendation for action by the Trustees.

9.    Attendance

Under the existing documentation, Trustees can be removed from the office if they do not attend 3 consecutive Board meetings without leave. The Board meets four times a year and the Board Working Group a further 4 times.