The EBM Code of Conduct for the Board

I was recently talking to a recruitment consultant about the Effective Board Member programmes (EBM), that I created. These programmes were designed to equip those people who want to contribute to the leadership of an organisation by becoming board members. During the conversation, the recruitment consultant asked me how could I ensure that EBM graduates would continue to apply the principles they had learned on the course once they took up board appointments. The programmes teach students how to recognise the indicators of poor governance and bad board behaviour, but the recruitment consultants’ question got me thinking about the need to develop a charter or code of conduct for EBM graduates.

Having thought about my programmes, I prompt you to consider whether you have developed a code of conduct for your board and if not, encourage you to think about the following:

 

A. In establishing a code of conduct, you should firstly ensure that your board understand and agree to the four concepts and principles (Six Cs of an Effective Board Member, The Four Board Dysfunctions, The Duties of a Director and The Nolan Principles) outlined below:

 

 

1. The Six Cs of an Effective Board Member

 

  1. Competence – Has core skills in finance, legal, governance, general commercial understanding and human resources.

 

  1. Commitment – Makes time to attend training, get inducted into the organisation, reads board papers, attends meetings and committees and takes time to understand the organisation.

 

  1. Contribution – Makes an effective contribution at board and committee meetings. Makes a valuable contribution at events on behalf of the organisation and at away days.

 

  1. Comprehension– Develops an understanding of the organisation and its activities, the history, culture and people.

 

  1. Capability – Each board member should have good communication alongside analytical and strategic thinking skills.

 

  1. Code – The Nolan Principles* identify a code of behaviour and to add to that code, board members should be sensitive and decisive.

 

 

To read more about the Six Cs, please visit: https://karlgeorge.com/the-6cs/

 

 

2. The Four Board Dysfunctions

 

1. Group Think – Board members agree to decisions that don’t necessarily reflect their views and do not take into account diversity of background, thought or experience.

 

2. Conflict – Boards are marred with personality clashes, different agendas and a lack of collective agreement.

 

3. Operational – Boards focus on matters of the executive and fail to execute their strategic role.

 

4. Passive – Boards fail to make decisions, their members are inexperienced and fail to contribute to the strategic objectives of the board.

 

 

To find out more about dysfunctional board behaviour, including how to recognise and avoid it, you can purchase my latest book ‘Boards Behaving Badly’ by calling 0845 505 1875 or emailing admin@thegovernanceforum.com.

 

3. Duties of a Director (paying particular attention to items 4,5 and 6)

 

  1. A duty to act within powers
  2. A duty to promote the success of the company
  3. A duty to exercise independent judgement
  4. A duty exercise reasonable care, skills and diligence
  5. A duty to avoid conflicts of interest
  6. A duty not to accept benefits from third parties

 

 

Click here to read more about the Duties of a Director: http://www.legislation.gov.uk/ukpga/2006/46/part/10/chapter/2

 

 

4.   The Nolan Principles

 

Openness

Holders of public office should act and take decisions in an open and transparent manner.

 

Objectivity

Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

 

Honesty

Holders of public office should be truthful.

 

Leadership

Holders of public office should exhibit these principles in their own behaviour.

 

Integrity

Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work.

 

Selflessness

Holders of public office should act solely in terms of the public interest.

 

Accountability

Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

Click here to read more about the Nolan Principles: https://www.gov.uk/government/publications/the-7-principles-of-public-life

 

 

 

Assuming that there is a commitment to the four areas identified above, I present the EBM Code of Conduct which has been tested with participants of Lead The Board and that all graduates of EBM Programmes will adhere to once they have completed their course.

 

 

B. The EBM Code of Conduct

 

  1. I am committed to and take a full and active role on the boards that I serve.
  2. I will complete and keep a record of at least five hours of CPD per annum in relation to my board development.
  3. I leverage my networks and actively promote the organisation to stakeholders.
  4. I deal with all affairs fairly, efficiently, effectively, promptly and sensitively.
  5. I remain strategic in my decision-making and contributions to the board.
  6. I understand and support succession, renewal and refreshing of the board to ensure we remain diverse, relevant and effective.
  7. I respect and adhere to the principle of collective decision-making and corporate responsibility.
  8. I ensure confidentiality is maintained by myself and others to protect the interests of the organisation.
  9. I promote the consideration of corporate social responsibility, ensuring the organisation contributes positively in its local environment.

 

 

Having a code of conduct reminds people of the importance of their individual commitment to the boards they serve while endeavouring to promote the long-term success of the company or organisation. Competent and committed individuals make for boards that demonstrate collective responsibility, which is crucial for effectiveness.

 

Whether you adopt the EBM Code of Conduct or you create your own, it is important to ensure good standards of scrutiny, probity and performance become the fabric of your board.

 

 

Until next time…

 

 

**For more information about the Effective Board Member Programmes, please visit www.effectiveboardmember.co.uk and follow on Twitter using @TheBoardEffect for updates.