01 May 2023

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. It is important that the conduct of Board Members gives members and stakeholders confidence that the Board acts with integrity and is transparent in its decision-making. All Board Members are expected to demonstrate their commitment to ITI’s values and to carry out their duties with the utmost professionalism. 

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.
  • 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.

Board Members are expected to:

  • Fully understand the role of Board Members as stated in the Board Members’ Handbook.
  • Actively contribute towards improving the governance of the Board.
  • Participate in induction and training and share ideas for improvement with the Board.
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
  • Most of ITI’s governance is conducted at Board meetings; therefore, effective meetings are essential to good governance. All Board Members have a responsibility for ensuring that meetings are productive.
  • Board Members are expected to notify the Administration and Projects Officer and the Chair as soon as they are aware, they will be unable to attend a meeting.
  • Preparation for meetings is essential. Board papers are generally made available to Board Members in advance of meetings so that Board Members have enough time to peruse the papers prior to the meeting. However, ocassionally, this may not be possible and papers sometimes have to be considered at the meeting.
  • Queries or concerns about information provided should be raised with the Chief Executive before the meeting. If a Board Member has a substantial concern that they wish to raise at the meeting, they should notify the Chair beforehand so that the meeting timetable can take account of this.
  • Board Members are expected to address their comments to the Chair who will in turn encourage all Board Members to participate. Only one Board Member at a time may address the meeting, and the Chair’s ruling on who may or may not speak on ‘points of order’ is final. Once the discussion of an agenda item is concluded, the Chair will remind the meeting of the decision (if any) that has been reached.
  • All Board Members are expected to respect the views of others and their right to speak. All contributions should be constructive and avoid intemperate or provocative language. Board Members should keep their contributions brief and to the point.
Relationships
  • All Board Members are expected to work considerately and respectfully with all those they come into contact with at ITI, respecting diversity, different roles and boundaries and striving to avoid giving offence.
  • Board Members and staff should treat one another with courtesy, thoughtfulness and respect.
  • Board Members are expected to recognise that the roles of Board Members, volunteers and staff of the ITI are different and to respect the difference between these roles. While members of staff will try to deal promptly with Board Members’ queries, in those dealings, Board Members need to recognise that members of staff have operational priorities and deadlines that may need to be given priority.
  • In the event that Board Members also volunteer for ITI, they are expected to maintain the separation of their dual roles and register any potential conflicts of interest.
  • Board Members should endeavour to support and encourage all those they come into contact with at ITI and, in particular, recognise their responsibility to support the Chair and the Chief Executive.
  • Board Members should not make public comments about ITI unless authorised to do so.
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. However, in general Board Members are required to treat all conversations, communications and information as confidential so as to allow free and open dialogue. Board Members should use caution before releasing any information and should check if they are unsure.

Breach of the Code of Conduct

Failure to follow this Code may damage ITI’s reputation and its work. Any Board Member who discovers or has grounds for suspecting that a breach of this Code has occurred, must promptly report their concerns to the Chair or Chief Executive. The Chair or Chief Executive will decide if the breach should be investigated and appoint a panel of two Board Members to investigate the breach and make recommendations for action to the Board.

Minor revisions made on 15 April 2025.

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