Board Members’ Code of Practice

1. Introduction

   ARB has a responsibility to ensure the effective discharge of its duties.

   Guidance on the role of ARB, the role of its members and good practice in undertaking this role can be found in three main sources: the Act; other legislation relevant to the Board; and in the publications of the Committee on Standards in Public Life and related organisations. This Code of Practice has been developed from the information contained in these documents, and is addressed to members of the Board. It is particularly important that members take care to understand and follow the spirit of the Code.

2. Corporate responsibilities

   The Board must ensure that high standards of corporate management and governance are maintained in the conduct of all its business. As a public corporation, ARB recognises that it must comply with all relevant legislation and good practice guidance. The Board fully accepts and adopts the underlying principles set out below.

3. Individual responsibilities

   Members share in the corporate responsibility of ARB, and therefore should conduct themselves in a manner so as to support its role. All members must follow the underlying principles set out below, and comply with the Code. In exercising the powers of the Board, members accept certain responsibilities and must recognise that the general principles of law and good practice applying to ARB will be directly relevant to their conduct as Board members. Board members share responsibility for the decisions of the Board or any Committee of the Board, and should cooperate in their implementation. Decisions should be allowed to operate, and if a member thinks that a policy or decision should later be reconsidered, they should seek to achieve this from within the Board. Any alleged breach of this Code by a member will be dealt with using the complaints procedure set out in Appendix J.

4. Principles underlying the Code

   Public service Board members have a duty to act in the public interest in accordance with ARB’s statutory responsibilities.

   • Selflessness

     Board members have a duty to take decisions solely in terms of the public interest. They must not act in order to gain financial or other material benefits for themselves, their families or friends.

   • Integrity

     Board members must not place themselves under any financial or other obligation to individuals or organisations that might reasonably be thought to influence them in the performance of their duties.

   • Objectivity

     Board members must make decisions solely on merit when carrying out ARB’s business.

   • Accountability and stewardship

     Board members are accountably to the public for their decisions and ctions. They have a duty to consider issues on their merits, taking account of the views of others, and must ensure that ARB uses its resources prudently and in accordance with the law.

   • Honesty

     Board members have a duty to act honestly. Members must declare any private interests relating to their public duties and take steps to resolve any conflicts arising, in a way that protects the public interest.

   • Leadership

     Board members have a duty to promote and support these principles by leadership and example, to maintain and strengthen the public’s trust and confidence in the integrity of ARB and its members.

   • Respect

     Board members must respect fellow members of the Board and ARB’s employees and the role they play, treating them with courtesy at all times.

   (Footnote: The Committee on Standards in Public Life set out principles for “the benefit of all who serve the public in any way” which were subsequently incorporated into guidance on codes of practice for Board members of public bodies in the White Paper “The Governance of Public Bodies: A Progress Report” (CM 3557), published in February 1997. The version above adopted by ARB is taken from the Scottish Model Code.)

5. Conduct of Board members

   1. General

      Members are elected or appointed to the Board in order to contribute their views on the questions the Board has to consider, to ensure that it is well informed and to participate fully in its decision-making. A Board member has a duty to act in good faith and in the public interest. It is important to note that architects who are members of the Board are not elected to represent professional bodies or any particular sector, but to support the general functions of ARB in accordance with statute and this Code. [See also section 2.2].

   2. Confidentiality

      During the conduct of ARB’s affairs, Board members might obtain privileged or confidential information pertaining to the Board, or to individuals, companies, universities etc. It should be assumed that Board members are under an obligation to maintain confidentiality in relation to such information. Clearly, this obligation will not apply where the Act authorises or compels publication, as in the case of disciplinary matters. Even in relation to matters which are not confidential, members should proceed with caution, as prematurely revealing information to those outside the Board (for example by email circulation) may cause harm to others, or interfere with the prudent and efficient discharge of the Board’s business.

      It is particularly important that members should not use information gained in the course of their public service for personal gain or to advance the interests of any particular group or sector, nor seek to use the opportunity of public service to promote their private interests. (selflessness principle - conflicts of interest are discussed further below). Members should also be aware of the Board’s policy on matters to be discussed during the open and confidential sessions of Board meetings (see Appendix I).

   3. Negligent statements

      Although any legal proceedings initiated by a third party are likely to be brought against the Board as a body, a Board member may be personally liable if they make a fraudulent or negligent statement which results in loss to a third party. A Board member who misuses information gained by virtue of their position may be liable for breach of confidence under the law applicable within the UK.

   4. Dealing with the press

      The Board wishes to encourage openness in its proceedings. However, before communicating with the media about the Board’s work, members should weigh up the risks involved. Any proposed communication should be discussed with the Chair or Registrar before any comment is made, and a member should be prepared to listen to and take any advice offered.

      In briefing the press, the member should take care that any statements made are factually accurate, well considered and well informed, and should not seek to undermine the work of the Board. Members should ensure that there is a clear distinction between their personal opinions and formal statements about Board policy. Board members should not provide information to the media, or do anything which could lead to the disclosure of anything said or discussed at any confidential session of the Board or any of its committees and groups.

   5. Dealing with the wider domain

      Board members may also need to articulate developments within the Board on matters of general principle to other audiences and may also wish, on occasion, to take soundings from others on matters which are being or may be discussed. In conducting such discussions, Board members must ensure that matters relating to discussions held in the confidential session of the Board meeting or any of its committees and groups are not disclosed.

   6. Behaviour to other Board members

      Board members should treat each other with courtesy, and endeavour to work together in a cooperative and collaborative manner, in good faith and in a spirit of mutual trust and respect.

      It is hoped that disputes will not arise, but if they do, the Board has a complaints process, a copy of which is at Appendix J.

   7. Working with staff

      Board members are responsible for the staff that the Board engages, and should treat them with respect and courtesy. Not only is this an important requirement of any employer, it also helps to ensure that staff carry out their work smoothly and efficiently. Once the Board agrees that the staff should carry out a particular task, they should be entrusted to do so without interference, subject to appropriate oversight.

6. Conflict of Interest

   1. Public duty and private interest

      Board members must avoid being in a position where there is, or might reasonably be supposed to be, a conflict between their personal interests and their duty as a Board member. It is not possible to list comprehensively the situations that can arise, but where a member has a connection with an individual or organisation with whom the Board is dealing, or whose interests differ from those of the Board, then it should be declared and any potential conflict considered. Such connections may be direct, or they may be through a family member or business associate. They may also include connections with the Board itself (e.g. where there is a connection with a business supplying goods or services to the Board). As a general guide, if a member is in any doubt as to whether an interest should be declared, that in itself is an indication that it should.

      Following the declaration of an interest, the Board or committee concerned must consider whether there is a potential conflict and ensure that the member does not take part in any discussion, decision or vote where the interest might be held to give rise to a conflict.

      It is not enough to avoid actual impropriety. Board members must at all times avoid any occasion for suspicion and any appearance of improper conduct.

   2. Disclosure of pecuniary and other interests

      A Board member may, on occasion, be at a meeting where a decision is to be taken on a matter where they have an interest, for example, a contract with a company where they are an officer or shareholder, or where they have a business, professional or personal relationship. Board members must disclose both direct and indirect pecuniary interests (including those of family members and business partners) which they may have in any matter coming before the Board or any of its committees or working parties.

      Non-pecuniary interests are as important. Board members should not allow the impression to be created or exist that they are, or might be, using their position to promote a private or personal interest, rather than promoting the general public interest. Particular care must be taken with an interest arising from holding office with, or membership of, a society, or of a common interest group such as a professional body or trade association.

      Board members will usually leave the meeting for agenda items where they have such an interest.

   3. Gifts and hospitality

      Board members should treat with caution any offer of a gift, favour or hospitality in excess of £50 that is made to them in their capacity as a Board member or which may have arisen as a consequence of their position as a Board member, and should register all such gifts and hospitality received (regardless of - value) with the Registrar, for inclusion in the Register of gifts and hospitality. The person or organisation making the offer might be doing, or seeking to do, business with the Board or to influence the Board’s activities.

   4. Other actions to be taken

      A Board member, who is in any doubt as to whether they have an interest that should be declared, or is the recipient of gifts or hospitality, should err on the side of caution. If in doubt, the Registrar should be consulted.

7. Register of Interest

   Board members are obliged to provide details of any financial or professional interests that may be relevant to the work of ARB, by completing an annual Register of Interest form. A copy of this form, along with guidance on how to complete it, can be found at Appendix K to this Handbook. Not all interests listed in the Register may give rise to a conflict.

8. Insurance declaration

   Board members are obliged to complete an annual declaration as is required under the Board’s insurance policy.

9. Acting ultra vires

   It is a general principle of law that a body corporate can only act in accordance with the terms of its founding statute, charter or constitution. It follows from this that Board members can exercise powers only insofar as these are expressed or reasonably implied by the Act itself. If the Board’s acts are outwith its powers, these are deemed to be ultra vires (literally, “beyond the power” of the Board).

10. Delegation

    A duty imposed on the Board by the Act cannot lawfully be delegated. If the Board is considering delegating any of its functions, it should ensure that it has the power to do so by seeking legal advice on the question and giving that advice proper consideration.

11. General legal provisions

    In addition to the ultra vires rule, there are a number of areas in which the Board’s actions are affected by principles of law applicable to all bodies in the UK, whether or not created by statute.

12. Freedom of Information Act

    The Freedom of Information Act 2000 gives a general right of access to all types of recorded information held by public authorities, sets out exemptions from that right, and places a number of obligations on those authorities. Subject to any exemptions, anyone who makes a request to a public authority for information must be informed whether the public authority holds that information. If it does, that information must be supplied, subject to certain conditions.

    Every public body is required to adopt and maintain a publication scheme, setting out how it will publish the different classes of information it holds. ARB’s publication scheme is posted on the website.

    Board members creating documents or communicating by email or letter amongst themselves or with third parties on matters relating to Board business for which they have been given responsibility by the Board must ensure:

    1. that the document or communication does not contain information which is not held on the Board’s behalf; and
    2. that it is marked as created on the Board’s behalf; and
    3. that a copy of that communication is lodged with the relevant staff member so that it can be produced, if necessary, in response to a FOI request.

13. Human Rights

    The Human Rights Act 1988 came into force in the UK on 2 October 2002. Under the Act, it is unlawful for any organisation to act in a way that is incompatible with a Convention right. The “human rights” issue, along with any requirements under the diversity legislation, will have to be borne in mind by the Board when considering legislation, policies and procedures.

    Further guidance and information on the Human Rights Act can be obtained from the Human Rights Unit (www.dca.gov.uk/peoples-rights/human-rights/).