Standards of Membership

ACL Council members Code of Conduct for Council Members May 2013

1. Introduction

1.1. This Code of Conduct has been drafted in line with the principles of public life
set out by theNolan Committee in 1995. The seven principles are:-
1.1.1. Selflessness
1.1.2. Integrity
1.1.3. Objectivity
1.1.4. Accountability
1.1.5. Openness
1.1.6. Honesty
1.1.7. Leadership
1.2. TheAssociation is constituted as a company limited by guarantee. Council members are directors ofthe company. ThisCode also sets outin summary the statutory statement of directorsʼ duties now contained in theCompanies Act 2006.
1.3. The purpose of this Code is to set out clearly what is expected of Council Members during their tenure, and to encourage transparent and objective decision-making.

2. The Role of a Council Member

2.1. Council Members should be prepared to commit sufficienttime and energy to carry outtheirfunctions effectively on behalf ofthe membership and in the public interest.
2.2. A"Job Description" ofthe role and tasks of a Council Memberis set outin the Appendix to this Code.
2.3. In thisCode, unless the contextrequires otherwise, ʻCouncil Memberʼincludes co-opted members of boards, committees, sub-committees, working parties and
panels while acting in the course oftheir duties.

3. CollectiveResponsibility

3.1. Council Members willtake collective responsibility for decisions ofthe Council. Collective responsibility means that when a decision is made by theCouncil, all Council Members are responsible for upholding and implementing that decision.
3.2. Discussion and debate leading to decisions ofthe Council is confidential and shall not be passed orreported to third parties, or putin the public domain.
3.3. Where information aboutCouncil decisions is imparted to the membership, or togroups within the membership, orto individual members, it will be imparted by
theAdministrative Secretary on the instruction of an Officer.

4. Compliance with the Code

4.1. AllCouncil Members must comply fully with the terms ofthisCode.
4.2. Alleged breaches ofthisCode should be directed in confidence to the
Chairman.
4.3. Breaches ofthisCode may resultin disciplinary action againsttheCouncil
Member.

5. Core Principles

5.1. Selflessness
5.1.1. Council Members should make decisions in the interests of the Association’s membership,taking account ofthe public interest. This does not mean that Council Members cannot actforthe benefit of a section ofthe membership, or may properly prefer(where there is a conflict)the interests of one section ofthe membership.They should,
however,refrain from acting in any way that would gain an undue financial or other advantage to themselves and/ortheirfamilies,firms, employees orfriends.They mustrememberthatthey have a fiduciary relationship with theAssociation.
5.2. Integrity
5.2.1. Council Members should not place themselves under any financial or other obligation which mightimproperly influence them (or be perceived as influencing them)in the performance oftheir duties.
5.3. Objectivity
5.3.1. Council Members should endeavourto make decisions objectively
and on the merits ofthe arguments,taking proper account of all
relevantfactors and excluding all irrelevant orirrationalfactors.
5.4. Accountability
5.4.1. Council Members are accountable to the membership as a whole.
They must acceptthattheir performance and decisions may be
scrutinised critically, and must be prepared to justify their decisions.
5.5. Openness
5.5.1. Council Members should be as open as possible aboutthe decisions
they make, and should be prepared to give reasons forthem.
5.6. Honesty
5.6.1. Council Members must declare any private interests relating to their duties and deal with any conflicts ofinterestin a way which protects the interests oftheAssociation and their own legal position. Where an interest has been declared,the Member should absent himself or herself from discussion of, and voting on,the matter.
5.7. Leadership
5.7.1. Council Members should support and promote these principles by
leadership and example.

6. Statutory Duties of Council Members as Company Directors

6.1. TheCompaniesAct 2006 codifies directors' duties in statute law forthe first
time and replaces existing common law duties.
6.2. The directors' seven statutory duties are:-
6.2.1. To act within their powers;
6.2.2. To promote the success ofthe company;
6.2.3. To exercise independent skill and judgement;
6.2.4. To exercise reasonable care, skill and diligence;
6.2.5. To avoid conflicts ofinterest;
6.2.6. Notto accept benefits from third parties;
6.2.7. To declare interests.
6.3. In performing the duty to promote the success of company, directors should have regard to the following factors:-
6.3.1. Likely long term consequences of decision;
6.3.2. Interests of employees;
6.3.3. Need to foster business relationships with suppliers, customers and
other parties;
6.3.4. Impact ofthe company's operation on the community and the
environment;
6.3.5. Company's reputation for high standards of business conduct;
6.3.6. Need to actfairly between members ofthe company.

7. Equality & Diversity Issues

7.1. Council Members must ensure thatthey do not discriminate against others on
the grounds of gender,race, age, disability,religion, ethnicity, nationality or
sexual orientation.

8. Relationships with Other Council Members

8.1. Council Members should treattheir Council colleagues with respect and not
engage in any behaviourtowards them which mightreasonably be interpreted
as discrimination, bullying or harassment.

9. Attendance at Meetings

9.1. TheCouncil and associated committees operate largely through meetings (whether by personal attendance or carried out by telephone or video
conferencing) and reasoned debate within those meetings leading to decisions and resolutions.
9.2. On election to theCouncil, Members must committo attendingCouncil meetings, and meetings of committees on which they sit, subjectto overriding professional
obligations orillness. Leave of absence from theCouncil should be sought only where absolutely necessary.
9.3. Council Members are expected to attend atleast 75% of all meetings.

10. Standards of Debate

10.1. Debates inCouncil should be conducted with courtesy,respect and objectivity.
10.2. The above provision is notintended to preclude the use of humour orinhibitthe use ofrobust and frank argument.
10.3. From time to time, it may be necessary forthe personal conduct of aCouncil
memberto be referred to the Council. If aCouncil memberfeels this is necessary, he or she should give prior notice to the Council member who is to be
the subject ofthe reference, and theChairman oftheCouncil meeting. Any such reference should remain confidential within theCouncil.

11. Relationships with Staff

11.1. Council members should treatthe staff oftheAssociation with respect and
courtesy at alltimes.
11.2. Any concerns thatCouncil members may have aboutthe performance of staff, or the handling of any particular matter, should be raised with the Chairman and
should remain confidential within the Council.
11.3. Council members are entitled to expect:-
11.3.1. Reasonable assistance from staffto perform theirroles as Council Members;
11.3.2. To receive a response to enquiries within a reasonable time.

12. Confidentiality

12.1. Information given toCouncil Members in the course oftheir duties is to be treated as confidential unless itis explicitly stated thatitis not. Confidential information must not be passed to third parties or putin the public domain.
12.2. Confidential information must not be used for electioneering, campaigning or journalistic purposes.

13. Finance

13.1. When considering a proposalfor expenditure, Council Members should make reasonable efforts to ensure thatthe proposal is properly justified and
documented, and that proper budgetary provision has been made.
13.2. Council Members who are requested to sign cheques or otherfinancial authorities on behalf oftheAssociation should satisfy themselves thatthe
expenditure concerned has been properly authorised.
13.3. Council Members should co-operate fully with theAssociation’s appointed
accountants in any investigation the accountants may make.

14. Gifts & Hospitality

14.1. Council members should avoid accepting gifts and hospitality where their independence and impartiality in discharging their duties asCouncil Members
might be compromised.

15. Speaking on Behalf of the Association

15.1. Council members should take care when speaking publicly, orin discussion with third parties, notto representthemselves, or as far as possible not to allow
themselves to be represented, as speaking officially on behalf ofthe Association, unless they have been authorised to do so by the Chairman.

16. Broadcasting & Journalism

16.1. Council Members are atliberty to referto their membership ofthe Council in biographical literature but may not use their status for commercial or
promotional purposes.
16.2. When broadcasting or writing articles,Council Members should not state or imply, or allow a broadcasting organisation or publisherto state orimply, that the Council Member’s views representthose oftheAssociation, unless the broadcast or article has been approved by theCouncil and is made on its
behalf.

17. Interpretation of the Code

17.1. Questions aboutthe interpretation ofthisCode should be directed to the Chairman.

Appendix

1. Purpose ofthe Role

1.1. To participate constructively in the good governance of the Association;
1.2. To contribute to decisions relating to the strategy and vision fortheAssociation;
1.3. To participate in policy formation;
1.4. To representtheAssociation to third parties;
1.5. To uphold the constitution oftheAssociation;
1.6. To considerthe public interest when making policy.

2. Key Tasks

2.1. Attend and participate in Council meetings;
2.2. Representthe views ofthe membership (including interest groups within the membership) atCouncil meetings;
2.3. Liaise with external organisations as appropriate and representtheAssociation;
2.4. Keep up to date with the work oftheAssociation;
2.5. Approve changes to theAssociationʼs Bye-Laws and otherrules;
2.6. Approve appointments toCouncilCommittees;
2.7. Approve appointment of members of staff.

3. Key Skills & Abilities Required

3.1. A Council Member should be:-
3.1.1. a “team player”;
3.1.2. a good communicator;
3.1.3. able to representthe views of others;
3.1.4. objective and able to analyse evidence.

4. Time Commitment

4.1. The time commitmentforthis role may vary, however a guide is as follows:
4.1.1. Council Meetings: eleven one-day meetings per annum.
4.1.2. Preparation forCouncil Meetings: approximately half a day per
meeting should be allowed forreading papers.
4.1.3. Projects: time spent on projects may vary, but will be from 1 day per month.