- This code applies to all Board Members and outlines the duties and responsibilities we have, individually and corporately.
- As we are Charity Trustees of a Charity as well as Company Directors, we have duties under company as well as charity law, and therefore ensure that we comply with all relevant regulatory and statutory and statutory requirements
- This code therefore seeks to set out the relevant standards expected of us to ensure that we, as an organisaton, maintain the highest standards of integrity and stewardship and that we, as a Board, have a good working relationship with our Chief Executive and his team.
- We will therefore respect and uphold the values of Extra Care for Elderly People Limited (Extra Care) as outlined below.
- We will act within our governing document and the law and will abide by our policies and procedures. This includes having a knowledge of the contents of the articles and memorandum of association and relevant policies and
- We will fully support and actively promote our vision, mission, aims and values, by using any skills or knowledge we possess.
- We will act with probity, due prudence and should, collectively, take and obtain professional advice on anything in which we do not have sufficient expertise.
- We will hold ourseves accountable to our Stakeholders, including the public and partner organisations for Board decisions and performance.
- We will bring a fair open-minded view to Board discussions and ensure that all decisions are made in our best interests as well as those of our present, potential, and future beneficiaries.
- We will respect organisational, Board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and
- We will actively contribute towards improving the governance of the Board, participating in induction and ongoing
- We will help to identify good candidates for trusteeship and, with our fellow Trustees, will appoint new Trustees in accordance with agreed selection
- We will seek to be accountable for our actions as a Trustee and will submit ourselves to whatever scrutiny is appropriate, including an annual appraisal by the Chair.
- We will develop and maintain a sound and up-to-date knowledge of our work environment. This will include an understanding of how we operate, and the social, political and economic environments in which we operate.
- We will seek to understand that the roles of Trustees, volunteers and staff differ, and respect the difference between these roles. Where we also act as a volunteer, we will maintain the separation of our role as a Trustee and that of a volunteer.
- We will act fairly and in accordance with good employment and equal opportunity principles in making decisions affecting the appointment, recruitment, development, appraisal, remuneration and discipline of staff.
- We will seek to support and encourage all those whom we engage with, particularly with the chair and the senior staff members.
- We will endeavour to work considerately and respectfully with all those we engage with, respecting diversity, different roles and boundaries, and avoiding giving offence.
- We will not gain, nor will any family member gain materially or financially from our involvement as a Trustee unless specifically authorised to do so.
- We will not canvas on behalf of any Applicant or potential Contractor in relation to any recruitment or tendering process.
- We will not, unless authorised, put ourselves in a position where personal interests conflict with our duty to act in our interests. Where there is a real or perceived conflict of interest, we will ensure that this is managed effectively in line with established policies. We understand that a failure to declare a conflict of interest may be considered as a breach of this code.
- We will be open and transparent in all communications, but where we have a perceived/real grievance we will discuss this in confidence with the Chair or other nominated Trustee.
- We will not make public comments about the Extra Care unless authorised to do so. Any public comments we make will be considered and in line with organisational policy, whether we make them as an individual or as a Trustee.
- We will use our resources responsibly, and when claiming expenses will do so in line with established procedures.
- We will attend all appropriate meetings and other appointments or give apologies. If we cannot regularly attend meetings, we will consider whether there are other ways we can engage with Extra Care.
- We will prepare fully for all meetings and respect the authority of the Chair in relation to the conduct of meetings unless a proposal which is contrary to the ruling of the Chair is put to the vote and supported by the majority of Trustees.
- We will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and endeavouring to avoid conflict.
- We will participate in collective decision making, accept a majority decision and will not act individually unless specifically authorised to do
- We will be an active Trustee, making my skills, experience, and knowledge available and seek to do what additional work we can outside Board meetings, including sitting on Sub-Committees.
- We will accept our responsibility to ensure that Extra Care is well run and will raise issues and questions in an appropriate and sensitive
LEAVING THE BOARD
- We understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the Board.
- We understand that if this should this happen, then we will be given the opportunity to be heard. If we are subsequentially asked to resign from the Board we will accept the majority decision of the Board in this matter and resign at the earliest
- If we wish to cease being a trustee of Extra Care at any time, we will inform the chair in advance in writing, stating my reasons for And giving the appropriate notice.