Function: Governance
Policy: 1.6 Board of Director's Code of Conduct
CMHO Standard(s): G.B.1.5, G.B.1.6, G.B.1.7
Approved: June 2008

1.6 BOARD OF DIRECTOR’S CODE OF CONDUCT

The Board expects ethical, businesslike and lawful conduct of its Board members.  This commitment includes proper use of authority and appropriate group and individual behaviour when acting as Board members.  As such, Board members will:

  • act in accordance with all applicable laws and comply with the spirit and intent of the law;
  • not commit or condone any unethical or illegal act or invoke someone else to do so;
  • be familiar with legislation, policies and directives that relate to their work and that of the Agency in order to comply with and facilitate others’ compliance with applicable laws;
  • treat others with dignity and respect and in a manner that builds trust;
  • be sensitive to potential barriers to access including social and cultural diversity;
  • be aware of the Agency’s business cycles and act in a timely manner to address matters before the Agency in order to maximize effect and effort and to mitigate risk;
  • ensure that the Board duties are executed in a manner that is transparent and seen to be fair and would bear close public scrutiny and,
  • act in a transparent and accountable manner regarding their personal and professional actions in a fashion that would, likewise, bear close public scrutiny.

Board members will consider and represent the interests of the Agency and its community in preference to any other interests, which that member may also have or represent.

Board members will declare a conflict of interest with respect to their fiduciary responsibilities:

  • There will be no conduct of private business or personal services between any Board member and the Agency, except as procedurally controlled in order to assure openness and competitive opportunity.
  • Board members will not use their position to obtain for themselves, their family members or close associates, employment within the Agency.
  • If a Board member has applied for, or is being considered for permanent employment within the Agency, he/she must temporarily withdraw from Board deliberation, voting and access to applicable Board information.
  • If a Board member has an interest in the Agency’s business that involves potential monetary or non-monetary effect, either professional or personal, he/she must declare that conflict.  The Board will consider the conflict and determine whether the Board member may participate in discussion or voting on that issue.

Board members will not exercise individual authority over the Agency except as explicitly set forth in the Board policies.

Board member’s interaction with the Executive Director or with staff will recognize the lack of authority in any individual member or group of members, except as noted above, that is, only the Board as a whole has authority.

A Board member’s interaction with the public or the media will support decisions taken by the Board as a whole.

Board members will make no judgments of the Executive Director or staff performance except as that performance is assessed against Board policies.

 

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