Council of Governors
Governor Code of Conduct
Meeting date
8 June 2017
Paper title
Governor Code of Conduct
Paper author
Christine Baldwinson, Trust Secretary
Paper summary All Governors receive the code of conduct, which was
developed and approved by the Council of Governors, as part
of their induction.
We are suggesting one small change to the code which draws
Governors’ attention to the fact that, even when you don’t
explicitly use your governor title, the general public may well
identify you as a governor. This is especially relevant if you are
using electronic communication or social media where links are
very easily made between communications. It is therefore
incumbent on all Governors to ensure that their publicly
expressed views accord with the values of the Trust and
cannot bring the Trust into disrepute.
All other elements of the code of conduct remain the same
Purpose
(tick one only)
☒ For decision
☐ For discussion
☐ For information
Recommendati
on
To approve the amendment to the Governor Code of Conduct
Governors’ Code
of Conduct
Introduction
This Code of Conduct (the “Code”) outlines the
appropriate conduct for Governors of the Trust. It
addresses both the requirements of office and for
personal behaviour. Ideally any penalties for noncompliance would never need to be applied, however,
the Trust reserves the right to impose such penalties
and regards non-compliance with the Code as a
serious matter.
Governors should at all times comply with the Code and act in a manner
in accordance with Nolan’s Guiding Principles of Public Office.
Governors by signing the Code of conduct agree to co-operate with the
Governor Code of Conduct Group and any investigation instigated by
that Group.
A Governor leaving the services of the Trust for whatever reason will
continue to be bound by the confidentiality clauses imposed by this
code.
Members of the Council of
Governors of the Trust should:
Confidentiality
Working within the Trust
Respect the confidentiality of the
information received in the role as a
Governor. As a Governor you will have
access to confidential and commercially
sensitive information which should not
be disclosed to any third party but
should be used only for the purposes of
the Trust’s business. Confidentiality is a
core requisite of a Governor and
underpins the Code of Conduct.
Contribute to the work of the Council of
Governors in order for it to fulfill its role
as defined in the Constitution of the
Trust, attending meetings of the Council
of Governors and training events on a
regular basis in order to carry out the
role;
Recognise that the Council of Governors
exercises collective decision-making on
behalf of local people, stakeholders and
staff;
Recognise that the Council of Governors
has no managerial role within the Trust;
Recognise that where Governors wish to
visit the Trust’s premises in a formal
capacity as opposed to visiting
individuals or attending the Trust in a
personal capacity, they should liaise with
the Trust Secretary to make the
necessary arrangements.
General
Be honest and act with integrity and
probity at all times without any
expectation of personal benefit;
Actively support the agreed vision and
aims of the Trust in developing a
successful Trust for the people of
Central and North West London and the
areas that we serve;
Act in the best interests of the Trust at
all times, conducting themselves in a
manner that reflects positively on the
Trust, and acting as an ambassador for
the Trust and reflecting the needs of the
community to the Trust;
Only use the title of CNWL Governor
when on official Trust Business;
Ensure that all your public interactions,
including on social media, accord with
the values of the Trust as people will
identify you as a governor of CNWL;
Actively support other Governors in
adhering to this code. This support will
include reporting, as quickly as possible,
any breach, that is brought to their
notice, to the Trust Secretary and
supporting the Governor Code of
Conduct Group by actively encouraging
fellow governors to desist in any
behaviour which falls outside this code.
Respect and truthfulness
Respect and treat with dignity and
fairness, the public, patients, relatives,
carers, NHS staff and partners in other
agencies;
Seek to ensure that no one is
discriminated against because of their
religion, belief, race, colour, gender,
marital status, disability, sexual
orientation, age, social or economic
status or national origin;
Never make, permit or knowingly allow
to be made any untrue or misleading
statement relating to the duties as a
Governor or the functions of the Trust,
including unauthorised statements to the
press.
Compliance
Sanctions
Comply with the Constitution, Standing
Orders of Governors and the Standing
Orders of Directors and the Standing
Financial Instructions of the Trust;
Failure to comply with the Code may, at
the discretion of the Council of
Governors, result in such sanction as
may be determined by the Council of
Governors. In particular the following are
likely to result in dismissal:
Abide by the Trust’s policies and
procedures.
Conflicts of Interest
Any Governor who has:
• any pecuniary interest, direct or indirect,
in any contract, proposed contract or
other matter concerning the Trust; or
• any interest which is relevant and
material to the business of the Trust;
should declare such an interest to the
Trust Secretary.
In addition, if a Governor is present at a
meeting and has an interest of any sort
in any matter which is the subject of
consideration, s/he shall at the meeting
and as soon as practicable after its
commencement disclose the fact and
shall not vote on any question with
respect to the matter.
If a Governor is in doubt as to whether
s/he has a conflict of interest s/he should
seek advice from the Trust Secretary
Non-compliance with the Code of
Conduct
Non-compliance with this Code of
Conduct may result in the following
action:
Where non-compliance or any
misconduct is alleged, the Chairman
shall be authorised to take such action
as may be immediately required,
including the exclusion of the person
concerned from a meeting so that the
allegation can be investigated;
Where non-compliance or any
misconduct is alleged, the Conduct
group of the Council of Governors shall
investigate the matter and report back to
the Council of Governors in accordance
with the agreed process and the
Constitution.
• The promotion of any personal or
political view that undermines delivery of
initiatives regardless of age, sex,
disability, marital status, sexual
orientation, ethnic origin or religious
belief;
• Disclosure of confidential information;
• Failure to declare a conflict of interest;
• Absence from Council of Governor
meetings without good reason
established to the satisfaction of the
Chairman and the Council of Governors.
Qualification and Disqualification for
Office
Governors must continue to comply with
the qualifications required to hold
elected office throughout their period of
tenure, as detailed within the
Constitution. The Trust Secretary should
be advised of any changes in
circumstances, which disqualify the
Governor from continuing in office.
Guiding Principles of Public Life
Selflessness
Honesty
Holders of public office should take
decisions solely in terms of the public
interest. They should not do so in order
to gain financial or other material
benefits for themselves, their family, or
their friends.
Holders of public office have a duty to
declare any private interests relating to
their public duties and to take steps to
resolve any conflicts arising in a way
that protects the public interest.
Integrity
Holders of public office shall promote
and support these principles by
leadership and example.
Holders of public office should not place
themselves under any financial or other
obligation to outside individuals or
organisations that might influence them
in the performance of their official duties.
Objectivity
In carrying out public business, including
making public appointments, awarding
contracts, or recommending individuals
for awards or benefits, holders of public
office should make choices on merit.
Accountability
Holders of public office are accountable
for their decisions and actions to the
public and must submit themselves to
whatever scrutiny is appropriate to their
office.
Openness
Holders of public office should be as
open as possible about all the decisions
and actions they take. They should give
reasons for their decisions and restrict
information only when the wider public
interest clearly demands.
Leadership
Process for dealing with
breaches of the Governor Code
of Conduct
For issues relating to non-attendance
at meetings.
The Trust Secretary will ask any
governor, who has missed two
consecutive meetings, their reason for
non-attendance. The approach will be
particularly sensitive to any illness or
other personal issues which might have
caused the non-attendance. Where
there is no good reason for nonattendance and/or no intention of
returning to their role of Governor the
Trust Secretary will bring the matter to
the attention of the Council of Governors,
at a general meeting, who will decide
whether or not to terminate the
appointment in accordance with the
constitution.
For issues relating to other breaches
of the Governor Code of conduct
The group will consider the issue and
the response of the Governor as
expressed through the one to one and
can make a number of decisions
• That no further action is required
• That the Chief Executive should be
asked to arrange for an additional
investigation of the facts of the matter
• That the Chairman should be asked to
immediately suspend the Governor in
question, in accordance with the
constitution
• That the Governor should be invited to
meet again either with the member of
the group who conducted the original 12-1 or with the full group
• That the Council of Governors should
be recommended to take action against
the Governor in question. Such action
could include termination of the
appointment.
The Chairman, Chief Executive or a
Governor may refer any breach of the
Governor Code of Conduct to the Chair
of the Governor Conduct Group
Should the Council of Governors be
recommended to take action the
Governor concerned will be notified in
advance of the meeting and shall have
the right to attend as outlined in the
Constitution.
The Chair will then take advice as she
deems appropriate from fellow members
of the group including the Senior
Independent Director. She may also
take advice from the Director of Human
Resources and/or the Trust Secretary
The Chair of the group will keep
members of the group fully informed of
any issues arising between scheduled
meetings of the group bearing in mind
the need for the confidentially of any
individuals concerned.
The Chair will nominate one member of
the group to have a one to one
conversation with the governor about the
behaviour in question.
The outcome of that conversation will be
reported to the next quarterly meeting of
the group or to a special meeting if it is
inappropriate to wait.