Board Members' Code of Conduct

 Introduction  

ITI demands high standards of conduct and integrity from its Board Members and has drawn up a Code of Conduct (the “Code”) to ensure the behaviour of all those serving on ITI’s Board is beyond reproach. In order to avoid any suggestion of influence by improper motives, it is important that the conduct of Board Members gives all ITI’s members confidence that the Board acts with integrity, that the Board is transparent and carries out its duties with the utmost professionalism. All Board Members are expected to uphold and respect ITI’s values and are required to sign the Code to indicate their acceptance of the provisions. 

General 

• All Board Members are expected to act within ITI’s governing documents, the law, and to abide by ITI’s approved policies and procedures. This includes having knowledge of the contents of the Articles of Association and Bylaws and any other relevant policies and procedures. 
   
• All Board Members are expected to support ITI’s objectives and mission, they must champion them and use any skills or knowledge to further the mission and seek expert advice where appropriate. 
   
• All Board Members are expected to be active directors. This means drawing on relevant skills, experience and knowledge when carrying out their duties.
   
• All Board Members are expected to respect organisational, Board and individual confidentiality. The Board aims to always act in an open and transparent manner and confidentiality must never be used as an excuse not to disclose matters that are in the best interests of the wider membership or ITI. 
   
• Board Members should develop and maintain sound and up-to-date knowledge of ITI and its operating environment. This will include an understanding of how ITI works, the social, political and economic environment in which it operates and the nature and extent of its work.
   
• Board Members are expected to use ITI’s resources responsibly and to claim expenses in line with ITI’s published procedures. 
   
• Board Members should be accountable for their actions and be prepared to submit to whatever scrutiny is considered appropriate. This will include scrutiny by members at ITI’s General Meetings or through other various communication channels available to members. Also, Board Members should expect to undergo an appraisal of their performance in accordance with governance and best practice.  
   
• Individual Board Members should accept responsibility in ensuring ITI is well run and to raise and question any concerns in an appropriate and sensitive way.

Managing Interests 

• Board Members should not gain materially or financially from their involvement with the ITI Board unless specifically authorised to do so. 

• Board Members should act in the best interests of ITI as a whole, and not as a representative of any group. Board Members should consider what is best for ITI and its present and future beneficiaries and avoid bringing ITI into disrepute.

• Unless authorised, Board Members should not put themselves in a position where personal interests conflict with their duty to act in the interests of ITI. Where there is a conflict of interest Board Members should ensure this is managed effectively in line with the Articles of Association and any approved ITI policy.

• Failure to declare a conflict of interest in a timely manner may be considered to be a breach of this Code.

Meetings

• Board Members are expected to attend all appropriate meetings and other appointments at ITI or give apologies. In the event a Board Member cannot regularly attend meetings, they should consider whether there are other ways they can contribute to ITI’s work as an alternative to continuing to serve as a Board Member.
   
• Board Members should prepare fully for all meetings. This will include reading papers, querying anything that is not understood, thinking through issues before meetings and completing any assigned tasks in the agreed time.
   
• Board Members are required to actively engage in discussion, debate and voting in meetings; contribute in a considered and constructive way, listen carefully, challenge sensitively and avoid conflict.
   
• Board Members are expected to participate in collective decision making, accept a majority decision of the Board and not act individually, unless specifically authorised to do so.

Conduct of Meetings