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Governance Pack Section 6(i) Board Code of Conduct

Date Code Effective From: 6 March, 2008 Date of Last Revision: 17 July 2012 Equality Impact Assessed ��� Content of Procedure 1. Introduction

• Purpose • Scope

2. Acceptance of Obligation 3. National Standards

• Good Governance Standards • Seven Principles of Public Life • Probity Policy

4. Livin’s Standards

• Confidentiality • Political Activity • Equal Opportunities

5. Declaration of Personal Interests

• Definition • Gifts • Hospitality • Relationships with Residents • Purchasing • Whistleblowing

6. General

• Conduct at Board Meetings • Operation of this Code • Failure to Follow Code of Conduct

Appendix A Acceptance of Terms of Code of Conduct Form Appendix B Board Member Declaration of Interest Form

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1. Introduction

Purpose

1.1 The Board of Livin has ultimate responsibility for all actions carried out by its own Board Members. In order that the Association can demonstrate integrity and that its actions are transparent, and to avoid any suggestion of influence by improper motives, the Tenant Services Authority expects the Association to adopt a Code of Conduct which applies to its Board Members.

1.2 This Code of Conduct reflects the TSA’s regulatory requirement to adhere to the

Code of Excellence in Governance adopted by the Association (the National Housing Federation’s Code of Governance 2010), as well as the findings of the Nolan Committee on “Standards in Public Life”. This Code should be read in conjunction with the Probity Policy at Document 7 of the Governance Pack. The Probity Policy details those payments which may be made to Board Members and in what circumstances.

1.3 High standards of conduct imply disclosure of matters that might conceivably be

seen as giving rise to a duality of interest, and require employees and Board Members to uphold the spirit, as well as the wording, of this Code of Conduct. Board Members should be aware that the NHF’s Code of Excellence in Governance (2010) is the adopted code of the Association and that they should seek to comply with its content at all times. Scope

1.4 This Code of Conduct applies to all Members of Livin’s Board. All Board Members will be supplied with a copy of this Code and Probity Policy

2. Acceptance of Obligation

2.1 The National Housing Federation’s Code of Excellence in Governance recommends that each Board Member should be given a formal letter specifying their obligations, and should sign a copy to indicate acceptance. These include obligations to uphold the values and objectives of the organisation.

2.2 In accordance with this recommendation, Board Members are requested to sign the formal declaration at Appendix A to indicate their acceptance of the terms of this Code of Conduct.

3. National Standards

Good Governance Standards

3.1. The Good Governance Standard for Public Services builds on the Nolan principles (see paragraph 3.2) for the conduct of individuals in public life, by setting out six core principles of good governance for public service organisations;

• Engaging stakeholders and making accountability real; • Focusing on the organisation’s purpose and on outcomes for citizens and

service users;

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• Performing effectively in clearly defined functions and roles; • Promoting values for the whole organisation and demonstrating good

governance through behaviour; • Taking informed, transparent decisions and managing risk; • Developing the capacity and capability of the governing body to be effective. Seven Principles of Public Life

3.2. These principles are a guide to all aspects of conduct within the Association and the Seven Principles of Public Life recommended by the Nolan Committee are key to ensuring these good governance standards are maintained:. These principles underpin this code and are listed below, along with examples of how they should be put into practice; • Selflessness . Board Members shall take decisions solely in terms of the

Association's values and mission. They should not do so in order to gain financial or other material benefits for themselves, their family or friends.

• Integrity. Board Members shall not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of our duties.

• Objectivity . Board Members must ensure that in the delivery of services, the appointment of staff or the awarding of contracts, they act impartiality and that choices are made on merit alone.

• Accountability . Board Members must be accountable for their decisions and actions to residents, the providers of public funds and other stakeholders, and submit themselves to whatever scrutiny is appropriate.

• Openness. Board Members must be as open as possible about all decisions and actions they take. They should give reasons for their decisions and restrict information only when individual or commercial confidentiality clearly so demand.

• Honesty . Board Members must declare any private interests relating to their duties and take steps to resolve any conflicts arising in a way that is lawful, and protects the Association's reputation, values and mission.

• Leadership . Board Members will promote and support these principles by leadership and example.

Probity Policy 3.3 Until 1st April 2010 the Association was legally obliged to comply with Part 1 of

Schedule 1 of the Housing Act 1996 (Schedule 1). This prohibited the payment or granting of non-contractual benefits to Board Members and employees, or to their close relatives and any companies of which one of those persons was a principal proprietor.

3.4 The Tenant Services Authority’s Regulatory Framework came into force on 1st

April 2010 and discontinued the need to apply to the TSA to permit a transaction which breaches probity standards.

3.5 In light of the changes referred to above the Association has adopted a Probity

Policy (Governance Pack document 7) which should be considered at all times in conjunction with this Code of Conduct when assessing questions of probity.

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4. Livin’s Standards 4.1 All Board Members are expected to follow the standards set out below;

• Board Members will not get improper personal benefits from the Association’s

activities; • Board Members must be especially careful of relationships with residents, and

never allow any personal relationship with a resident to conflict with the interests of the Association;

• Giving and receiving gifts creates a relationship that can be seen as an influence on a Board Member’s judgement. Therefore, Board Members should always avoid gifts, except in the very limited circumstances set out in this Code;

• Board Members should also avoid hospitality for the same reasons, except in the limited circumstances set out in this Code;

• Board members must not receive housing or other benefits from the Association, except as allowed by the exemptions set out in the Probity Policy(Section 7 of the Governance Pack);

• Board Members must respect the confidentiality of the information they deal with;

• The work and reputation of the Association relies on Board Members upholding and promoting the Association’s aims and values;

• Board Members must not allow any personal political belief or affiliation to conflict with the interests of the Association;

• Board Members must avoid suspicion of preferential treatment of suppliers by separating their private purchasing from the Association’s.

Confidentiality 4.2 As part of their role, Board Members may have to handle confidential information

relating to business of Livin and its customers. Board Members must respect the confidentiality of this information and comply with the Association’s Confidentiality, Privacy and Data Protection Policy (Governance Pack Document 12) and any other Data Protocols the Association has adopted (Governance Pack document 11), particularly;

• information concerning people - residents, job applicants etc.; • those matters of the Association’s business which are defined as confidential; • matters of funders’ or referral agents’ business.

4.3 Except when it is necessary for a Board Member to share information within the

Association for the better performance of its business, the Association’s confidentiality must be respected at all times.

4.4 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. A board member must be consulted and agree.

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Political Activity

4.5 The Association’s work may take it into the political arena. However, Board Members must ensure that they demonstrate its non-political nature and must keep their personal political activities totally separate from the Association’s work.

4.6 Board Members may well be involved, in their private lives, in political activity. At

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

Equal Opportunities

4.7 Livin is committed to achieving equality of opportunity in every area of its work. It is the aim of the Association that everyone should be treated fairly.

4.8 Board Members should be aware of the Association’s Equality and Diversity Policy and Procedures. They should also be aware of the scope for discrimination in the granting of tenancies, contracts of employment, and contracts for services. Board Members must follow established procedures when involved with such issues, to prevent either direct or indirect discrimination from occurring.

4.9 Statistical information on Board Member, workforce and applicant profiles against

race, ethnicity, gender, disability and age will be published in the Single Equality Plan and other supporting schemes and documents. The information gathered will also be used to calculate performance indicators, which will be reported to Senior Management Team and the Board on a regular basis to ensure compliance with the Equality and Diversity Policy (ED – 01) (Governance Pack document number 15(i)).

Harassment

4.10 Board Members must abide by livin’s policies and procedures relating to

harassment. The harassment of other Board Members, employees, tenants or other customers, for whatever reason is considered to be a serious breach of the Code of Conduct and may be regarded as gross misconduct, which will be considered a disciplinary matter.

4.11 Board Members should not produce or use materials, or use language which

colleagues, employees or customers might find offensive. 5. Disclosure of Interests

Definition 5.1 An interest must be declared in any circumstance where a Board Member, or a

connected person (as defined within the Probity Policy) could receive a personal or business benefit (other than permitted expenses) as a consequence of any Association activity.

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5.2 There are two main examples of when such a circumstance could arise;

• A duality of interest . This is where the circumstances could potentially bring

about some personal or business gain. Such situations must be avoided. • A conflict of interest . This is where the personal/business interest of a Board

member’s conflicts with an Association interest. Such interests must be disclosed using the form at Appendix B.

5.3 It is the responsibility of each Board Member to immediately declare to the

Executive Director Finance and Governance, using the form attached at Appendix B, any personal/business interest they, or a connected person has that may conflict with the interests of the Association. The Executive Director will maintain this register and publish it appropriately at least annually.

5.4 All Board Member declarations of interest will be held on a register that accurately reflects the details provided in the declaration. This Register will be open to public scrutiny. Each Board Member should also complete and return to the Executive Director Finance and Governance the form at Appendix B whether they have an interest to declare or not.

5.5 Interests could include the following;

• An interest in any property being purchased by the Association; • An interest in any company selling or being agent for any property being

purchased by the Association; • A business relationship with any person or firm earning fees from work placed

by the Association; • A business relationship with any person or firm entering into a contract to

carry out work for the Association. 5.6 The above list is not exhaustive and in the event of uncertainty a Board Member

should seek the advice of the Executive Director Finance and Governance or the Chief Executive. Gifts

5.7 Giving and receiving gifts creates a relationship that could be seen to influence a Board Members’ (“Fiduciaries”) judgement and therefore gifts should always be discouraged. Gifts must be dealt with in the following manner:

• gifts must not be solicited under any circumstances; • gifts of cash should not be accepted under any circumstances; • small personal gifts of nominal value (e.g. diaries, calendars, stationery etc.)

may be accepted; • any gifts which are paid for by a collection from those wishing to contribute

may be accepted; • any lavish gifts received should be pooled and used for the benefit of

all employees and/or fiduciaries (e.g. directly or by sale or raffle); • any gift that has an estimated value of £25 or more needs to be recorded in

the register of Gifts and Hospitality maintained under the Probity Policy (declared on the form at Appendix B to this Code)

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Hospitality

5.8 Hospitality should only be accepted by Fiduciaries where:

• it is incidental to the conduct of business or regarded as sustenance; • the event is in direct furtherance of the Association’s business or linked to the

social housing sector; • guests include parties other than the fiduciaries and/or employees.

5.9 Fiduciaries should not accept hospitality that is particularly lavish or

disproportionate to the occasion. Travel and/or hotel/overnight accommodation may be accepted if the value is proportionate and the Chair of the Board approves that it is appropriate in consultation with the Chief Executive. If the offer is to the Chair then a Committee Chair will be asked to approve it in consultation with the Chief Executive. In the event an offer of travel and/or hotel/ overnight accommodation is made to any Board Member alongside the Chief Executive then the Executive Director Finance and Governance will be asked for approval alongside the Chair or in the event of the offer being made to the Chair approval will be sought from a Committee Chair alongside the Executive Director Finance and Governance.

5.10 Board Members (in their capacity as a Board Member) may not solicit hospitality,

and may not give to, or receive from, any other person, repeated or lavish hospitality.

5.11 All hospitality given or received which is of a value in excess of £25must be declared using the form at Appendix B for inclusion in the Register of Gifts and Hospitality maintained under the Probity Policy (declared on the Form at Appendix B to this Code). The declaration should include the following details; • The time and date that the hospitality was given or received; • The name of the receiver; • The name of the giver; • The nature and level of the hospitality; • The total cost of the hospitality.

Relationships with Residents

5.12 Board Members must especially careful of relationships with residents, and never

allow any personal relationship with a resident to conflict with the interests of the Association by bringing undue pressure to bear in matters concerning their rights as a resident.

5.13 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.

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

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Purchasing 5.15 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 the Association.

5.16 Board Members may not normally use for personal or private business any of the Association 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 Chief Executive by declaring an interest, and confirm that no financial advantage will be secured as a result of their relationship with the Association.

Whistleblowing

5.17 The commitment of Livin to the highest standards of openness and accountability

means that Board Members have a duty to raise with the Chief Executive or Executive Director Finance and Governance (Secretary) any issue they have reason to think might involve fraud, corruption or any irregularities which they feel have been dealt with improperly.

5.18 Board Members should provide information in accordance with the Association’s

Whistle Blowing Procedure (ER – 10). 5.19 Livin will take reasonable steps to protect the anonymity of the individual, unless

the organisation has no alternative but to rely upon statements made by the individual.

5.20 The Association may take appropriate action if frivolous, reckless or malicious

allegations have been made. 6. General

Conduct at Board Meetings

6.1 Board Members must act openly and in the interests of the Association, which

must be seen to be accountable and independent, making legitimate decisions. The Board (and Committees, where appropriate) must hold regular, well attended and effective meetings, in accordance with the Association’s Rules (Section 2 of the Governance Pack). In order to achieve this, Board Members must support the Chair and work together in meetings in an inclusive and open manner and demonstrate when carrying out all their functions, their commitment to equality and diversity issues. Board Members should be assured that any concerns about the way in which the Association is being run will be recorded in the appropriate minutes. In the event of resignation by a Board Member reasons for any such resignation will always be recorded in the Board’s minutes or those of the appropriate committee. Operation of this Code

6.2 Advice on any matter in this Code of Conduct should be sought first from the

Executive Director Finance and Governance.

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6.3 In any case of uncertainty, staff and Board Members should always make an entry

in the disclosure of interest register.

6.4 All Board Members should carry out their responsibilities in accordance with the Association’s policies and procedures.

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

Failure to Follow Code of Conduct

6.6 Board Members should recognise that failure to follow this code of conduct may

damage the Association’s reputation and its work and so will be viewed as a disciplinary matter (Governance Pack document 10).

6.7 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 and/or in any event in accordance with Governance Pack document 10.

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BOARD MEMBER ACCEPTANCE OF OBLIGATION FORM

Instructions Every Board Member must complete, sign and return this form the Executive Director Finance and Governance to confirm that they will abide by the terms of the Code of Conduct.

Personal Details

Board Member Full Name

Declaration

As a Board Member of Livin, I acknowledge the contents of Livin’ code of conduct and Probity Policy and agree;

• To declare all my interests via the agreed procedure, be they employment, positions of responsibility, membership of other registered social landlords, directorships and any financial interest that may relate to the work of Livin, and; To uphold the values and objectives of the Association; To uphold the Association’s core policies including code of conduct, standing orders, and financial regulations; To ensure I understand the constitutional and legislative framework as it applies to the Association, and act within its powers; To contribute to and share responsibility for the Board’s decisions, including its duty to exercise reasonable care, skill and independent judgement; To prepare for and attend meetings, training sessions and other events; To attend and participate in reviews linked to individual performance or that of the whole Board; To represent the Association as appropriate; To uphold the Association’s Code of Excellence in Governance;

• To disclose any direct or indirect pecuniary interest or other non-pecuniary interest in any contracts of business to be considered by the board of Livin which could influence my judgement, and if requested by the other Board Members, to withdraw from the meeting during consideration and discussion of the business, and;

• To disclose any current criminal conviction I have, or arises during my term as a Board Member, which may conflict with your duties and responsibilities as a Board;

• Not to receive any financial remuneration whatsoever for my work (unless properly approved by Board and in accordance with the Rules of the Association) other than reasonable travelling and out of pocket expenses properly incurred in the business of Livin, and;

• To ensure that any private or personal financial interest will never influence my decisions and that I will never use my position as a board member of Livin for personal gain of any kind, and;

• To treat as confidential all information relating to the business, policy, organisation, management, future plans, clients, tenants and staffing of Livin to which I have access. Furthermore, I undertake not to part with possession of or to reproduce any of Livin’ correspondence, documentation or internal memoranda for the benefit of the third parties without the express permission of the board, and;

• Not to accept gifts, other than those of a trivial nature, nor to receive or offer in the name of Livin excessive or extravagant hospitality (in accordance with the Probity Policy), and;

• Not, without first raising the matter with the board, use the services of a consultant, contractor, personal advisor or other individual or firm who works for Livin, and;

Appendix A

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• To ensure that at all times I adhere to the provisions of the Probity Policy adopted by the Associationrelating to the receipt by board members of any payment or benefits in kind.

Signature of Board Member

Date

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BOARD MEMBER DECLARATION OF INTEREST FORM

Instructions This form should be completed by each Board Member on an annual basis and when an interest arises or where there is a need to declare a gift/hospitality. Both the Board Member and the Chair shall sign the form. The completed and signed form shall be returned to the Executive Director Finance and Governance , who will retain the information on the appropriate Register.

Personal Details

Board Member Full Name Details of Interest/ Gift or Hospitality

Action to be taken to avoid conflict of interest/ Safeguards to be put in place (if applicable) (TO BE COMPLETED BY LINE MANAGER)

Declaration

I agree to ensure that the above actions are implemented in order to avoid a conflict of interest. I understand that failure to comply with the Code of Conduct will be a disciplinary matter. Signature of Board Member

Date

Signature of Chair of Board

Date

Appendix B