This document constitutes the Code of Ethical Conduct for the Directors of Serve The City Ireland (Limited). This Code has been prepared via a participative approach, and has been approved by the Board taking into account the implications of the Governance Code and the Companies act 2014.
The document outlines the general principles that govern the operation of the Board of Serve The City Ireland (Limited), in general, the following Code sets out the basic objectives of Directors including:
- The establishment of an agreed set of ethical principles;
- The promotion and maintenance of confidence and trust;
- The prevention of development or acceptance of unethical practices.
The document is not intended to be an exhaustive list of guidelines and will be subject to review on an annual basis. It is not foreseen that any guidelines contained in this document will cause difficulties to the Directors, as the Serve The City Ireland (Limited) Board has always operated with the highest standard of integrity and professionalism.
Serve The City Ireland (Limited) will take all necessary measures to ensure that the Code of Conduct receives the widest possible publicity. A copy will be given to existing and any new members of the Board and the document will also be made available on the Serve The City Ireland (Limited) website. Serve The City Ireland (Limited) will make this code available to interested parties, as a recommended best practice document. Directors will be required to acknowledge in writing that they have received and understood the document. Breaches of the code may result in the Director ceasing to be a member of the Board.
The principles, which underpin the general ethos of this code, are set out as follows:
The Directors shall acknowledge the responsibility to be loyal to Serve The City Ireland (Limited) aims and objectives and be committed to its activities, while mindful that the organisation itself must take into account as necessary the interests of leaders, clients, volunteers and sponsors.
The Board should acknowledge the duty to conform to the highest standards of Governance ethics.
- The Board has a commitment to act ethically, fairly and honestly;
- The Board will ensure that all accounts/reports accurately reflect the organisations performance and are not misleading or designed to be misleading;
- The Board will not use Serve The City Ireland (Limited) resources or time for personal gain, or for the benefit of persons/organisations unconnected with the organisation or its activities.
- The Board of Directors will disclose any outside employment or interests in conflict with or in potential conflict with the functioning and aims of Serve The City Ireland (Limited).
- Declaration of Non Conflict of Interests
Each Director will, on an annual basis, sign a declaration that they have no conflicting interests nor any of their family are stakeholders or have interests which could be in conflict of the bests interests of Serve The City (Ireland) Ltd. Any interests which could materially influence the board member in the performance of his/her functions should also be disclosed. For this purpose persons and bodies connected with a member should include:
(a) a spouse, parent, brother, sister, child or step-child;
(b) any outside entity with which the member is associated;
(c) a person acting as the trustee of any trust, the beneficiaries of which include the member or the persons at (a) above or the entity at (b) above;
(d) a person acting as a partner of the member or of any person or body who, by virtue of (a) – (c) above, is connected with the member.
If a director has any doubt as to whether this Code requires the disclosure of an interest of his/her own or of a connected person, that director must consult with the Chairperson;
Should a matter relating to the interests of the Chairperson arise, he/she should deputise any other Director to chair the Board meeting and should absent himself/herself when the Board is deliberating or deciding on a matter in which the Chairperson, or a person or body connected with the Chairperson, has an interest; Board documents on any case that relate to any dealings with the above interests should not be made available to the member concerned prior to a decision being taken. Decisions once taken should be notified to the member of the board;
A Director should absent himself/herself when the Board is deliberating or deciding on matters in which that member (other than in his/her capacity as a member of the Board) or a person or body connected with the member has an interest. In such cases a separate record (to which the Director would not have access) should be maintained; Where a question arises as to whether or not a case relates to the interests of a Director or a person or body connected with that Director the Chairperson of the Board should determine the question.
The Board of Directors will conduct its activities in a confidential and objective manner;
The Directors will support the Leaders and any employees of Serve The City Ireland (Limited) for the provision of access to general information relating to the body’s activities in a way that is open and that enhances its accountability to the general public; Members of the Board are not permitted to disclose any confidential information obtained while performing or as a result of performing any activities on behalf of Serve The City Ireland (Limited). The above requirements do not apply to information already in the public domain or in the possession of the person prior to undertaking the activities. The Directors will at all times comply with the Data Protection Act.
- Legal Obligations
Directors will carry out their fiduciary Duties under the framework of the Companies Act 2014. This act states the legal obligations of Directors and accordingly it is the responsibility of each Director to act in conformity with the applicable provisions of those Acts. The eight duties set out in the Companies Act are detailed as follows:
- Act in good faith and in the best interests of the Serve The City Ireland (Limited).
- Act honestly and responsibly in relation to the conduct of the affairs of the organisation.
- Act in accordance with the constitution and exercise powers only for purposes allowed by law
- Not to misuse the organisations property, information or opportunities
- Not to fetter independent judgment
- Avoid conflicts of interest
- Exercise care, skill and diligence
- Have regard to members’ interests
The Board will fulfil all regulatory and statutory obligations imposed on Serve The City Ireland (Limited). The Board of Serve The City Ireland (Limited) shall act according to law and apply the rules and procedures laid down in Irish and relevant European legislation. The Board shall take due care that decisions which affect the rights or interests of individuals have a basis in law and that their content complies with the law; Where individual Board members become aware of non-compliance with any legal obligation, they should immediately bring this to the attention of their fellow Board members with a view to having the matter rectified; Directors shall comply with Serve The City Ireland (Limited) tendering and purchasing policies, as well as comply with prescribed levels of authority for sanctioning any relevant expenditure.
- Board Operation
Directors should use their reasonable endeavours to attend every Board meeting; The Board will conduct its business under the terms of the Serve The City Ireland (Limited) Articles of Association, a copy of which should be provided to all members and to all new members on joining the board.
The collective responsibility and authority of the Board should be safeguarded. Excessive influence on Board decision-making by individual members should be avoided, while allowing Board members opportunity fully to contribute to Board deliberations; In the event of an equality of votes, the Chairman of the Board of Directors shall have the casting vote.
The Directors are committed to fairness in all matters pertaining to Serve The City Ireland (Limited) operations.
Directors must comply with all employment equality and equal status legislation;
When taking decisions, the Board of Serve The City Ireland (Limited) shall ensure that the principle of equality of treatment is respected. The Board shall in particular avoid any unjustified discrimination based on gender, marital status, family status, sexual orientation, religion, age, disability, race or membership of the travelling community;
Serve The City Ireland (Limited) is an equal opportunities employer and requires that any staff appointments are made based upon demonstrably objective criteria and that recruitment procedures are always adhered to.
- Impartiality and Independence
Directors must always act in the interest of Serve The City (Ireland) as a whole and not in the interest only of any sectional of the members of the Board.
The Board shall be impartial and independent. They shall abstain from any preferential treatment on any grounds whatsoever;
They shall not be guided by any inappropriate influences of whatever kind, including political influences, or by personal interests;
When taking decisions, Directors shall take into consideration the relevant factors and give each of them its proper weight in the decision, whilst excluding any irrelevant element from consideration.
- Absence of Abuse of Power
Directors powers shall be exercised solely for the purposes for which they have been conferred. Directors shall in particular avoid using those powers for purposes which have no basis in the law or which are not motivated by any public interest.
Directors shall avoid the giving or receiving of corporate gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make an independent judgement in the interests of fairness and transparency.
In general, Board members should not accept offers of hospitality or gifts which are specifically related to their membership of the Serve The City Ireland (Limited) board, except where acceptance of such an offer can be clearly shown to be in the interests of Serve The City Ireland (Limited) and has been approved by other Board members.
- Work/External Environment
The Board will place the highest priority on promoting and preserving the health and safety of Serve The City Ireland (Limited), Clients, Leaders, Volunteers and or Employees;
They will ensure that any public concerns are taken into consideration and will endeavour to minimise any detrimental impact of the operations on the environment.
- Code of Corporate Governance
Directors will sign a statement of their commitment to the principals and practices of the Code of Corporate Governance.
The Chairperson of the Board will ensure circulation of this Code of Business Conduct to all Directors for their retention; The Directors must acknowledge in writing receipt of the code and understanding of same. New Directors appointed to the board will be furnished a copy of this code for their own keeping.
- Review The Directors should review annually the effectiveness of the body’s system of internal controls, including financial, operational and compliance controls; The Directors have a commitment to review the Code of Conduct on an annual basis.