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Code of Ethics for Members of the SCI Governance Structure

Applicable to Trustees and Board Advisory Committees

  • 1 Transparency & Conflicts of Interest
    Members must not place themselves under secret obligation to any person or organisation on or about whom they may have to exercise judgement. They should declare all private interests that might otherwise be deemed to compromise their ability to exercise leadership in the Society.

    They should submit to the Chief Executive (for open access to other members of the governance structure and any bona fide external enquirers) a list of boards and committees on which they sit, and any other offices, membership, employment or recurrent consultancy they hold beyond what is obvious from their occupational status. They should also declare any such interest when they speak, vote or acquiesce on any matter that might be held to give rise to a conflict of interest. Likewise, they should also declare orally (to be confirmed in minutes or other document) any financial involvement or personal relationship they or their family or close friends may have with any actual or potential subject of an SCI decision.

  • 2 Objectivity, Integrity & Selflessness
    Members must at all times act only in the best interests of SCI. They should not disclose information they obtain through SCI to other bodies that might benefit from it to the detriment of SCI or its component parts, or be the source of information to others who might benefit. Members should endeavour to exercise their decision-making, influencing and representational roles related to SCI on the basis of fact, merit and recognised constitutional procedure.

  • 3 Leadership
    Members must endeavour to promote the overall best interests of the Society; to inspire others to take pride in it; and to work within its ethos and constitutional provisions.

    They should conduct themselves in a manner which does not damage or undermine the reputation of the organisation, or its staff individually or collectively, and should not take part in any activity which is in conflict with the objects or which might damage the reputation of the organisation.

    They should not engage in gossip or innuendo that may undermine the effectiveness of the organisation, or of those elected or appointed to further such effectiveness through the proper exercise of their judgement or conduct of their duties. They must at all times avoid actions or statements that might be construed as harassment, bullying or vindictiveness.

    They must understand, accept and respect the difference in roles between the Board of Trustees, the Chief Executive and senior staff, ensuring that the honorary officers, the Board of Trustees, the Chief Executive and his/her senior team work effectively and cohesively for the benefit of the organisation, and develop a mutually supportive and loyal relationship.

    Having given the Chief Executive delegated authority, members should be careful - individually and collectively - not to undermine it by word or action.

    In terms of authority structure, it is not always understood that chartered and charitable bodies like SCI are based on collective responsibility. Individual office-bearers and committee chairs have limited powers acting alone, but gain it through the proper mechanisms laid down in the governing instruments.

    Members should take care to note that close personal relationships between a member and a staff member may place one or both parties in a difficult position, and have consequences way beyond their respective areas of responsibility. Similar considerations apply to strong personal antipathy.

  • 4 Accountability
    Members must recognise that incorporation by Royal Charter and as a Registered Charity places SCI, and especially the Chief Executive, under legal constraints over and beyond those applicable to regular companies through regulatory and fiscal compliance.

    Members of the Board of Trustees should take special note of the obligations arising from their position as Charitable Trustees, as well as those arising from the Society’s chartered status.

  • 5 Resolution of Problems
    Members must use their best endeavours at all times to work with the Chief Executive (or Chairman of the Board of Trustees if the Chief Executive is involved personally) to resolve any actual or potential conflict or problem arising. If it cannot be resolved, or if it is felt to be so serious as to risk compromising the overall stability or probity of the organisation, it is the duty of those concerned to ask for the matter to be placed on the agenda for a meeting of the Board of Trustees. On that occasion (or in any sub-committee formed for the purpose) those concerned should disclose all relevant facts, and be given the opportunity to defend their conduct).

Approved March 2007
SCI/JJ127