NAME
________________________________________________________________
SAMPLE CODE OF CONDUCT
POLICY FOR BOARD MEMBERS
________________________________________________________________
DATE
CONTENTS
1.
Introduction
2.
Conflict of loyalty
3.
Conflict of interests
4.
Meeting without coordinator
5.
Dealing with non-attendance at meetings
6.
SAMPLE Code of Conduct
(PLEASE NOTE: Confidentiality will be covered in the Centre’s Confidentiality
Policy )
Disclaimer: West Training & Development Ltd. and Framework (South East) Ltd. have taken all reasonable
care in relation to the accuracy of the information in this document. The information is intended as a guide
only and does not purport to be a legal interpretation. West Training and Framework does not make any
warranties regarding the accuracy or completeness of the data.
West Training and Framework recommend that when Centres require legal advice they should contact their
own Solicitors/Legal Advisors and when Centres require information on child welfare and protection they
contact the Child and Family Agency or the Gardaí.
1. INTRODUCTION
This Policy provides best practice guidelines and direction on how Directors of
the Board can best manage their contribution and to understand what is
expected of them in the role. It encompasses issues in relation to loyalty,
conflicts of interest, meetings without the Coordinator present and dealing with
non-attendance followed by a Commitment to a sample Code of Conduct that
can be signed be each member of the Board.
2. CONFLICT OF LOYALTY
A conflict of loyalty arises where a Voluntary Director may be involved in
decisions of the Voluntary Board of Directors and may be (or perceived to be)
potentially influenced by considerations other than the best interests of the
Family Resource Centre. This may happen when the Voluntary Director has
come onto the Board as a nominee of a particular group or sectoral interest.
However, regardless of their route on to the Voluntary Board of Directors, all
Voluntary Directors should act in the interests solely of the Family Resource
Centre, rather than acting in the interests of the grouping which nominated them.
3. CONFLICTS OF INTERESTS
A conflict of interest arises when the private interest of the Voluntary Director
compete with their duties and responsibilities as a member of the Voluntary
Board of Directors of the Family Resource Centre. A conflict of interest may
arise, for example, if a Director influences the awarding of a contract to a family
member or a company associated with a family member. It is legal to award a
contract to the best qualified person or company, even if it is a relative or owned
by a relative, close friend or business associate, but the Director could not
participate or influence the decision making process.
Each member of the Voluntary Board of Directors must inform fellow Directors if
they believe that they have a conflict of interest on a matter to be decided at an
upcoming meeting of the Board or any potential future conflict of interest that
they think may arise.
The Family Resource Centre will not enter into any contract or transaction with:

A family member or relation of a Voluntary Director of the Board

One or more of its Directors

A Director of a related organisation, or

An organisation in or of which a Director of the Centre is a Director, officer,
or legal representative, or in some other way has a material financial
interest unless:
 That interest is disclosed or known to the Voluntary Board of Directors;
 The interest is recorded in the minutes book;
 The Voluntary Board of Directors approves, authorises or ratifies the
action in good faith;
 The approval is by a majority of Directors (not counting the interested
Director);
 At a meeting where a quorum is present (not counting the interested
Director);
 The interested Director has absented himself or herself from the
section of the meeting where the matter will be / was discussed and a
decision arrived at / contracts awarded.
Employees should not engage in work on behalf of the Family Resource Centre
where there is a conflict of interest with the work, the ethos and guiding principles
of the Centre. Circumstances leading to a potential conflict of interest should be
raised with the Voluntary Board of Directors.
4. MEETING WITHOUT COORDINATOR
The Coordinator is employed by the Voluntary Board of Directors to manage the
Family Resource Centre on its behalf. It is therefore of key importance that the
Coordinator should be in attendance at all Board meetings. This ensures that the
Board:

Is fully informed of all issues arising within the Centre and

Has all the relevant information required regarding the implications of
decisions to be made.
However, there are times when it may be appropriate for the Voluntary Board of
Directors to meet without the Coordinator or another member of staff being
present for part of a meeting. These occasions include when the Voluntary Board
of Directors need to:

Discuss employment issues – such as staffing issues, salaries,
increments, disciplinary or grievance procedures where the staff member
may have a conflict of interest;

Participate in specific training and / or support sessions with the Regional
Support Agency or another trainer / facilitator;

Discuss confidential issues that only concern members of the Voluntary
Board of Directors;

Have an opportunity to address specific issues that have arisen internally
between members of the Voluntary Board of Directors;

Discuss concerns that have arisen for individual members of the
Voluntary Board of Directors;

Staff will be informed when the Voluntary Board of Directors deem such
occasions necessary and they will be asked to absent themselves from
the meeting for the particular item / discussion;

A member of the Board will take note of any decisions or recommended
actions that were taken during this time and these will be included in the
minutes of the meeting.
5. DEALING WITH NON ATTENDANCE AT
MEETINGS
5.1 Non attendance at meetings:
The role of the Voluntary Board of Directors is to manage the resources of the
Family Resource Centre as efficiently as possible so that our aims and objectives
are achieved and our three year Work Plan is implemented.
While the contribution to the Voluntary Board of Directors is made on a voluntary
capacity and the Board understands that work or family commitments can get
hinder attendance at Board meetings, from time to time. While there are no set
attendance levels, Directors are expected to attend at least 75% of all scheduled
meetings. The Voluntary Board of Directors wish to ensure that meetings are well
attended and that all members participate fully in the decision making process
and share the strategic management of the Centre.
Attendance at meetings of the Voluntary Board of Directors, Finance and Staff
Liaison sub-committee meetings must be recorded in the minute’s book.
On the occasions where a Director is unable to attend a meeting they are
expected to inform the Chairperson that they cannot make the meeting and give
as much notice as possible, prior to the meeting. Apologies and absences must
be recorded in the minute’s book.
5.2 Procedures for dealing with non attendance:
If a member fails to attend three consecutive meetings and no apology is sent or
reasons given for continuous absence, the Company Secretary will bring this to
the notice of the Voluntary Board of Directors. The following steps will then be
taken:
1. The issue will be discussed at the next meeting of the Voluntary Board of
Directors. A member(s) of the Board will be nominated to contact the
absent Director and establish the reasons for their non-attendance.
2. If the member is having difficulty fulfilling their commitment to the
Voluntary Board of Directors a number of options may be explored such
as:
 Taking a leave of absence over a specified period of time (3-6
months Maximum);
 Agree attendance at a specified number of meetings;
 Resign their position on the Voluntary Board of Directors.
3. If the Board member wishes to remain on the Board and / or subcommittee they will be reminded of their responsibilities and the
commitment expected of them.
4. If the Board member continues to fail to attend meetings – the Voluntary
Board of Directors will formally write to the absent Board member,
thanking them for their participation to date and informing them that, in
accordance with this policy they are no longer considered a member of the
Board and / or sub-committee.
5. The absent Board member has the right to appeal the decision. This
appeal will be heard by two members of the Voluntary Board of Directors.
6. If the appeal is upheld the absent Director will be reminded of their
responsibilities and expected commitment to the Centre and revert to point
three in the process. The expected commitment will be agreed in writing.
7. Failure to fulfil their agreed commitments may result in dismissal from the
Voluntary Board of Directors, without leave to further appeal.
The Voluntary Board of Directors may also invoke this policy when a member
fails to attend meetings, or training, planning and / or review days on a regular
basis – even though they do send apologies.
The Company Secretary will notify the Companies Registration Office of changes
in membership of the Voluntary Board of Directors.
This Policy was discussed and ratified at a meeting of the Voluntary Board of
Directors on:
Date:
Signed by Chairperson:
Signed by Director
SAMPLE CODE OF CONDUCT
Directors of _______________________ FRC are expected to adhere to this
Code of Practice at all times:
1.
All information and discussions that take place during meetings are
confidential and must not be repeated in part or in full outside of the
Board meeting.
2.
Each Board member must make an effort to attend every Board
meeting but if a meeting has to be missed then apologies should be
made to the secretary before the meeting.
3.
All decisions made and passed by majority at Board meetings are the
joint decisions of the Board and must be upheld by all Directors
whether you agreed with the decision or not.
4.
All Directors of the Board of the Centre must be loyal to the Company,
other Directors and staff of the Centre and must not engage in discussions
outside of the Board that would undermine any stakeholder.
5.
Directors of the Board will be expected, where possible to sit on a Subgroup to assist with the operational running of the Centre.
6.
Directors of the Board will be expected to follow through on actions agreed
at meetings and to deliver on responsibilities that they agree to carry out.
7.
Every Board member must work in a non-discriminatory / socially
inclusive way when representing the Centre publicly or individually.
10.
It is the responsibility of each Director to participate in the Board meetings
and if required, to ask for additional relevant information in order to make
an informed decision on the matters on hand.
11.
Training will be provided for the Board when required and it is
important that every Director attend these training sessions.
12.
Each Director will work for the good of the Centre and adhere to the rules
laid down by Company Law and the Child and Family Agency.
13.
All conflicts of interest will be disclosed and openly discussed. Directors
should sign an annual statement regarding conflicts, such as the one
below:
13.
Directors will be expected to operate from all relevant Policies developed
within the Centre.
14.
The Board will meet monthly and hold a minimum of 10 meetings per year
(including the annual general meeting). Sub-groups will meet quarterly
and more frequent as circumstances dictate. It is critical that all Directors
maintain their commitment and attend meetings.
By my signature affixed below I acknowledge my agreement with the spirit and
intent of this Policy and I agree to declare to the Voluntary Board of Directors any
possible conflicts of interest that may develop before completion of the next
Annual General Meeting.
1. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
3. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
4. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE: ________________________
5. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
6. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
7. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE: ________________________
8. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE: ________________________
9. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________
10. SIGNATURE:_______________________________________________
_______ I am not aware of any conflict of Interest
_______ I have a conflict of interest in the following area(s) outline
ADDRESS: _________________________________________________
TEL NO: ___________________________DATE:
________________