Code of conduct for board members (including co-optees)

The Board of South Tyneside Homes (STH) has responsibility for all actions carried out by Board Members and Co-optees. This responsibility includes responsibility for large sums of money and the housing care of large numbers of people. By establishing this Code of Conduct which is signed and adhered by Board Members and Co-optees the Board can give the tenants of the homes managed by us, South Tyneside Council and our other customers confidence that: -

1. We all act with integrity conducting ourselves in a manner which would not bring STH into disrepute. This includes membership of or participation in activities organised by groups or organisations whose values are inconsistent with STH’s (for example, racist organisations) which could reasonably create doubt in your ability to comply with STH’s values and this code;
2. Our actions are transparent;
3. At all times our professionalism allows us to avoid any suggestion of influence by improper motives;
4. We will work to deliver the company mission statement;
5. We will fulfil our duties and obligation responsibly, acting at all times in good faith and in the best interest of STH, its residents and other service users; and
6. We will comply with the law, our terms of appointment and all STH’s policies and procedures that relate to the role.

The Board believes that Board Members, as well as residents, want to be associated with an organisation that publicises and upholds its values.

This ‘Code of Conduct’ includes the legal requirements and the findings of the Nolan Committee on “Standards in Public Life”, and goes beyond these. High standards of conduct imply disclosure of matters that might conceivably be seen as giving rise to a duality of interest, and require Board Members to uphold the spirit, as well as the wording, of this Code of Conduct.

The term ‘we’ has been used throughout to show that the Code of Conduct applies to Board Members and Co-optees.

All Board Members and co-optees are required to sign this Code of Conduct (see Appendix 1).

In all cases where Board Members’ personal conduct might be viewed as conflicting with their work, they are required to disclose details to the Managing Director, Company Secretary and enter details in the register. Advice on any matter in this Code of Conduct should be sought first from the Managing Director or Company Secretary.

In any case of uncertainty Board Members should always make an entry in the ‘Disclosure of Interest Register’.

All Board Members should carry out their responsibilities in accordance with applicable STH policies and procedures.

All Board Members who represent STH are expected to dress and conduct themselves appropriately for the duty or function that they are carrying out or attending.

Board Members must not bring STH’s name into disrepute or affect its integrity by actions or words, either within the organisation or outside. This also applies where you use a pseudonym, but your identity can reasonably be inferred and where you do not name STH but where its identity can reasonably be inferred, this includes the use of, or entries on, social networking sites (such as Facebook, Twitter, YouTube and others). This also includes making derogatory comments about STH, its residents or other service users, partners, to services, either in person or in writing or via any web-based media such as a personal blog or other site. Appendix 2 provides a Protocol on the use of Social Media by Board Members.

The Code of Conduct will be discussed initially at the Board Member’s induction and the Board Member will have the opportunity to read, review, and understand any policies and procedures that they are to adhere to.

The Policies and Procedures will be available to Board Members. If a Board Member is uncertain with the application of the Code of Conduct the Company Secretary can be contacted to discuss.

We will not get improper personal benefits from STH’ activities. Each Board member will receive a copy of the Code and must complete a “Disclosure of Interests”.

We must be especially careful of relationships with residents, and never allow any personal relationship with a resident to conflict with their best interests.

Giving and receiving gifts creates a relationship that can be seen to influence our judgement. Therefore, we should always avoid gifts except in the very limited circumstances set out in the Code.

We should also avoid hospitality except in the limited circumstances set out in the Code.

Our work involves confidential information about our customers and STH’ business and we must respect that confidentiality.

Our work and reputation relies upon us all upholding and promoting STH’ aims and values.

Our work can take STH into the political arena but we must ensure that we demonstrate its non-political nature and keep our personal political activities totally separate from STH’ work.

We must avoid suspicion of preferential treatment of suppliers by separating our private purchasing from STH’ wherever possible.

Postings made when using social media (including for example Twitter, Facebook and Wordpress) are capable of constituting breaches of this Code of Conduct and should be avoided where possible.

The seven principles of public life identified by the Nolan Committee in its first report guide the content of this Code of Conduct.

1. Selflessness: We will take decisions solely in terms of STH' values and mission. We should not do so in order to gain financial or other material benefits for ourselves, our family and friends.
2. Integrity: We will not place ourselves under any financial or other obligation to outside individuals or organisations that might influence us in the performance of our duties
3. Objectivity: We will ensure that in the delivery of services, the appointment of staff or the awarding of contracts, we ensure impartiality and that choices are made on merit alone.
4. Accountability: We will accept accountability for our decisions and actions to our residents, the providers of public funds and other stakeholders, and submit ourselves to whatever scrutiny is appropriate.
5. Openness: We will be as open as possible about all decisions and actions that we take. We should give reasons for our decisions and restrict information only when individual or commercial confidentiality clearly so demand.
6. Honesty: We will declare any private interests relating to our duties and take steps to resolve any conflicts arising in a way that is lawful, and protects STH’ reputation, values and mission.
7. Leadership: We will promote and support these principles by leadership and example.

A Board Member may not have any financial interest personally or as a member of a firm or as a director or senior employee (being an employee with managerial status) or in any contract or other transaction of STH unless it is permitted by the Articles of Association and it is not prohibited by Clause 6 of the Memorandum.

A Board Member must register their interest so that the public, STH employees and stakeholders know which of their interests may give rise to a conflict of interest.

Board member interest will form the Register of Interests which is a public document that can be consulted when (or before) an issue arises, The register also protects a Board Member by allowing them to demonstrate openness and a willingness to be held accountable.

An individual Board Member or his/her close relative could in theory receive a personal or business benefit (other than salary and expenses) as a consequence of any Company activity. There are two main examples where a benefit could occur:

1. A Duality of Interest. This is where the circumstances could potentially bring about some personal or business gain;
2. A Conflict of Interest. This is where both a Company interest and a personal/business interest do actually occur.

Both types of interest must be disclosed. It will be the responsibility of the Managing Director annually to require all Board Members to complete a declaration of interests on the prescribed form (see Appendix 3). The approved list of consultants and contractors will be circulated to all Board Members to assist in the process. Declarations of interest will be held in a register that accurately reflects the details provided in the declaration and this register will be published annually so we can be open to public scrutiny.

Such interest could include the following:

1. all bodies trading in which he or she has an interest as:
   • a director or senior employee,
   • a member of a firm,
   • the owner or controller of more than 2% of the issued share capital in a company,
2. all interests as an official or elected member of any statutory body;
3. all interests as the occupier of any property owned or managed by the Organisation;
4. any other significant or material interest.

The interests listed in (1) to (4) above do not provide an exhaustive list of the interests which must be disclosed. Any other personal or business interest which conflicts with STH’ interest must be disclosed through the process outlined above.

Where there is doubt as to whether or not a conflict of interest arises the Managing Director or Company Secretary should be approached for advice on how to proceed.

Board Members must treat all residents and other service users with courtesy and respect and must not use their position as a Board Member to assert any influence.

We must be especially careful of relationships with residents, and never allow any personal relationship with a resident to conflict with their best interest by bringing undue pressure to bear in matters concerning their rights as a resident.

Board Members must therefore never allow themselves to be compromised by, nor take advantage of, their relationships with residents. The relationship of trust must never be abused. For example, Board Members must not give gifts or loans of money to, or receive loans or gifts of money from, residents or other service users.

Board Members must not invite or influence a resident to make a will or trust under which a Board Member is named as executor, trustee or beneficiary. If handling a resident’s money, they must take extreme care including receipting every transaction.

Board members, staff and involved residents must maintain a constructive, professional relationship based on a sound understanding of their respective roles

Board Members have a duty of loyalty and support towards STH and this must be reflected in a constructive, professional relationship with its staff.

Board Members must not go beyond their role and become inappropriately involved in operational matters.

When dealing with staff, formally and informally, Board Members must set an example by demonstrating the highest standards of integrity and ethics and your alignment with the values, policies and objectives of STH. Where it is necessary to raise issues of poor staff performance at a formal meeting, these must be raised in a constructive way, aimed at getting things right in future, and not at criticising individuals. Any concerns about the performance of individuals must be discussed in confidence with the Chair of the Board, Committee, or with the Managing Director.

Board Members must not appear to undermine the authority of a senior officer in his or her dealings with a more junior member of staff.

Board Members must avoid inappropriate personal familiarity with members of staff.

Board Members must not use their position as a Board Member to assert any influence, ask or encourage a member of staff or resident to act in any way which would conflict with compliance with this code or STH’s policies and procedures.

Board Members must not use threatening or aggressive behaviour,(either overtly or by using passive aggressive tactics), bullying or harassing behaviour when dealing with staff or residents.

Conduct at meetings must show respect for all and comply with STH’s standards.

Board Members must be courteous to all other attendees and respect the position of the meeting chair.

Board Members must not use threatening or aggressive behaviour,(either overtly or by using passive aggressive tactics), bullying or harassing behaviour or act in a disruptive way.

Board Members must not attend meetings while intoxicated or under the influence of drugs.

Once a Board or Committee meeting has properly reached a decision, you must share responsibility for that decision, even where you had not supported it.

Board Members general conduct should be appropriate to promote the values of South Tyneside Homes and meet the seven principles of public life set out in section 4.1 of this code.

Board Members must not misuse STH’s funds or resources.

Board Members must comply with STH’s policies and procedures regarding the use of its funds and resources. “Resources” includes staff, information, telephone, computer and other IT facilities, equipment, stationery and transport.

Board Members must comply with STH’s policies and procedures relating to the acceptable or unacceptable use of email, intranet and internet services. Amongst other things, these policies and procedures prohibit access to pornographic or racist material, and the use of unauthorised or unlicensed software.

Board Members must take reasonable measures to protect STH’s funds, resources, property and assets from theft, damage and misuse

Giving and receiving gifts creates a relationship that could be seen to influence our judgement therefore we should always avoid gifts except in very limited circumstances:

1. Personal gifts must not be solicited under any circumstances;
2. Gifts of cash should not be accepted under any circumstances.
3. Anyone offering gifts should be asked to donate them for the benefit of South Tyneside Homes generally.
4. It is particularly important that Board Members should not accept gifts of value from residents or potential residents, although birthday cards, or a small gift of a modest value (eg small bunch of flowers) to a Board Member who is leaving, may be accepted.

How to deal with exceptions:

1. Only small personal gifts of nominal value (e.g. diaries, calendars, stationery etc) may be accepted by an individual;
2. Any other gifts received should be pooled and used for the benefit of charity (e.g.: directly or by sale or raffle). No personal benefit to Board Members is permitted.
3. All gifts received must be recorded in a Register, with the exception of those outlined in Section 10.2 (a) above;
4. Gifts to another individual or organisation are only to be made in exceptional circumstances, with the approval of the Managing Director or line manager.

Board Members may not solicit hospitality, and may not give or receive repeated or lavish hospitality to representatives of any other organisation. Occasional and modest hospitality will be allowed, but only with the Managing Director’s or Company Secretary’s approval.

Hospitality must always be recorded in the register. Anyone from STH who has given or received hospitality must record in the register as soon as practicable:

1. the time and date that the hospitality was given or received
2. the name of the receiver
3. the name of the giver
4. the nature and level of the hospitality.

Business lunches must have the consent of the Managing Director or Company Secretary and must be recorded in the hospitality register save for a buffet or meal which has been provided by STH as part of a STH Board event.

The hospitality register will be inspected and signed off regularly by the Managing Director to signify that all hospitality during the period has been of a reasonable and permissible nature.

Board Members may not receive any payment, grant or loan from any funds associated with STH except under the conditions of employment or reimbursement of expenses under current procedures and rates.

They may not receive loans from residents, and may not give loans from their personal money to staff, Board Members or residents. This issue will normally relate to ‘care’ situations.

They may not in any way involve their personal money with Company funds except in an emergency. In such cases, the Managing Director should be notified at the earliest possible occasion.

Our work involves confidential information about our customers and STH’ business and we must respect that confidentiality.

Board Members must treat as confidential:

1. information concerning people - residents, staff applicants, etc;
2. those matters of STH’ business which are defined as confidential;
3. matters of funders’ or referral agents’ business.
4. matters which are commercially sensitive

Except when sharing information within STH for the better performance of its business, STH’ confidentiality policy must be followed at all times.

Where it is essential that information is released, it must be with the express consent of the individual concerned, except in meeting overriding legal requirements. The Managing Director or line manager must be consulted and agree.

Our work and reputation relies on us all upholding and promoting STH’ aims and values and working to deliver STH’s vision, mission and strategic objectives.

All parts of STH should work to the same aims and uphold the same values. Therefore the Board will publish these in its handbooks and newsletters and in other ways. Board Members are required to incorporate these in their conduct in relation to STH.

STH’ work may take it into the political arena but we must ensure that we demonstrate its non-political nature and we must keep our personal political activities totally separate from STH’ work.

Board Members may well be involved, in their private lives, in political activity. At the same time they must be aware that STH is non-political. They must ensure that STH itself cannot be brought into the political arena or its reputation or status damaged by their personal political activities. When making any political representation, STH must clearly be seen as presenting a balanced case in support of STH’ key objectives - to provide good homes and quality housing services for people in need.

STH is committed to achieving equality of opportunity in every area of its work. Our aim is that everyone should be treated fairly.

Board Members should follow STH’ Equality and Diversity policies and act in accordance with Equal Opportunities and Race Relations. They should also be aware of the scope for discrimination in the granting of tenancies, contracts of employment, and contracts for services. Staff and Board Members must follow established procedures when involved with such issues, to prevent either direct or indirect discrimination from occurring.

STH monitors the ethnic origin, gender and disability profile of Board Members and staff, and of households seeking and receiving accommodation. Board Members are encouraged to supply this information. The aim is to ensure that STH reflects the communities it serves.

We must avoid suspicion of preferential treatment of suppliers by separating our private purchasing from STH’.

In order to avoid any suspicion that a supplier may give or receive favourable treatment Board Members must try to achieve a separation between their purchasing decisions as individuals and for STH;

Board Members may not normally use for personal or private business any of STH professional advisors, solicitors, architects, surveyors, consultants, builders, maintenance contractors or suppliers of bulk goods or services (except monopolies, or near monopolies, such as utilities, e.g., gas, water). Where this is unavoidable, they must ensure and inform the Company Secretary and confirm that no financial advantage will be secured as a result of their relationship with STH.

Board Members should recognise that failure to follow this Code of Conduct may damage STH’ reputation and its work and so will be viewed as a disciplinary matter.

In the event of an alleged breach of the Code by a Board Member, any investigation or action will be initiated by the Chair, or Vice Chair, of the Board or the Company Secretary of STH. The Company Secretary will appoint an Investigating Officer. Subsequent action will be considered in accordance with STH’ constitution.

Complaints may be made by members of the public, other organisations, Board Members or officers of STH or Members or officers of STC. Complaints must specify details of the alleged breach of the Code and provide details of any evidence available to support the complaint. Complaints should be made in writing as soon as practicable.

All Board Members and Officers of STH have a duty to co-operate with any requirement of the Investigating Officer or other persons in the conduct of an investigation.

Whenever a complaint is received the investigator will first seek to resolve the matter without the need for formal investigation and the investigator will continue to seek an informal resolution of the matter throughout the processes described in this Protocol.

The Investigating Officer will make informal inquiries and investigations as s/he thinks fit in order to assess how a complaint should be dealt with. In particular, the Investigating Officer may provide full details of the complaint to the subject member in order that they may respond to the allegation without the need for a formal investigation. If a complaint cannot be informally resolved, the Investigating Officer may take such of the following actions in respect of a complaint as s/he feels appropriate;

1. Reject the complaint;
2. Investigate the complaint where s/he deems it appropriate and report his/her findings back to the Chair/Vice Chair/Managing Director and Company Secretary.;

The Company Secretary will report all complaints and the outcome of investigations to the Board.