Code of conduct for board and committee members

Adopted: 3 December 2025

Introduction

ITI requires high standards of conduct from all board and committee members. This code sets out the behaviours expected of those serving on the board or in a committee. The aim is to ensure that decision-making is transparent and that the board or committee acts with integrity and in the best interests of the institute.

All board and committee members are expected to demonstrate their commitment to ITI’s values and to carry out their duties with professionalism.

General principles

• Act within our governing documents, the law, and follow our approved policies and procedures. This includes understanding and following the Articles of Association and Bylaws.
• Take responsibility for helping ensure that ITI is well governed and raise any concerns in an appropriate and sensitive way.
• Support our vision and mission actively, using your skills and knowledge to further our work and seeking expert advice when appropriate.
• Be an active board or committee member by drawing on your skills, experience and knowledge when carrying out your duties.
• Develop and maintain an accurate understanding of ITI and its operating environment, including how we work, the social, political and economic context we operate in, and the nature and extent of our activities.
• Be accountable for your actions and prepared to accept appropriate scrutiny. This includes scrutiny by members at general meetings or through other communication channels, as well as performance appraisal in accordance with good governance practice.
• Work considerately and respectfully, respecting diversity, different roles and boundaries, and avoiding giving offence.
• Treat board and committee members, volunteers and staff with courtesy, thoughtfulness and respect.

Managing interests

• Act in the best interests of ITI as a whole, not as a representative of any particular group. Consider what is best for ITI and its present and future beneficiaries, and avoid bringing ITI into disrepute.
• Unless authorised, avoid situations where personal interests conflict with your duty to act in ITI’s interests. Where conflicts arise, manage them effectively in line with the Articles of Association, Bylaws and approved policies.

Meetings

• Recognise that effective meetings are essential to good governance, and that all board and committee members share responsibility for ensuring that meetings are productive.
• Attend all appropriate meetings and appointments, or give apologies in good time. If you cannot regularly attend meetings, consider whether there are other ways you could contribute to our work.
• Prepare for meetings by reading all papers and other reading circulated in advance. On occasion, papers may need to be considered during the meeting.
• Raise queries or concerns about information provided with the chief executive before the meeting. If you have a substantial concern to raise at the meeting, notify the chair beforehand so that the meeting timetable can accommodate this.
• Engage actively in discussion. Contribute in a considered and constructive way, listen carefully, and offer challenge sensitively.
• Respect the views of others and their right to speak. Keep contributions constructive, brief and to the point, avoiding intemperate or provocative language.
• Participate in collective decision making, accept majority decisions, and avoid acting individually unless specifically authorised to do so. Once a decision has been made, support it publicly as a collective board decision, even if you voted against it. Board members speak with one voice on board decisions

Confidentiality

ITI is committed to transparency and openness in its work. The board operates openly wherever possible and ensures that information that is in the best interests of members and the wider profession is appropriately shared.

However, board and committee members have access to information that must be treated as confidential to enable effective governance and protect ITI's interests. Board and committee members should exercise careful judgement about what information can be shared and with whom.

Avoid making public comments about ITI unless authorised to do so by the chief executive.

Information that should normally be treated as confidential includes:

• Personal information about members, staff, volunteers or other individuals.
• Commercial or financial information that could affect ITI's competitive position or relationships with partners and suppliers.
• Employment matters, including recruitment, performance management and remuneration.
• Legal matters, including pending litigation or contractual negotiations.
• Board and committee discussions and deliberations where frank and open debate is necessary for effective decision making.
• Information specifically marked as confidential or identified as confidential during board or committee meetings.

Information that would normally be appropriate to share includes:

• Board decisions that have been ratified and relate to matters affecting the membership.
• Approved policies, strategic plans and annual reports.
• Information already in the public domain or intended for publication.

If board or committee members are uncertain whether information is confidential, they should consult the chair or chief executive before sharing it. Board and committee members should exercise particular care when discussing ITI matters on social media or in other public forums.