Professional Documents
Culture Documents
Excellence in governance
Code for members and good practice guidance Excellence in
This revised code of governance is intended for organisations to adopt
and demonstrate that they are continuing to follow the highest
standards of governance, accountability and probity, while responding
to an environment of change and increasing risk. This latest revision is
governance
based on a set of main principles and underpinning provisions. It
provides a clear and concise code for members to comply with or Code for members and
explain areas of non-compliance.
good practice guidance
Separate to the code but included in this document is a range of good
practice guidance and useful resources that organisations can use, if
they choose, to demonstrate compliance with the code.
Revised edition
Excellence in governance forms part of the Federation’s
series of codes for members. The others are Excellence in service
delivery and accountability and Excellence in standards of conduct.
Excellence in governance
Code for members
and good practice guidance
Revised by
Stephen Bull
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agreement.
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agreement of the National Housing Federation. Printed copies are
available via www.housing.org.uk.
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system,
or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording
or otherwise, without the prior permission of the publishers.
While all reasonable care and attention has been taken in preparing this guide, the National
Housing Federation regrets that it cannot assume responsibility for any errors or omissions.
Printed in Great Britain by Typecast Colour, Hop Pocket Lane, Paddock Wood, Kent TN12 6DQ
Contents
Acknowledgements 4
Acknowledgements
The author would like to thank the following individuals who kindly gave advice and reviewed
the draft publication:
The nine principles set out below are those which have informed the drawing up and
subsequent revision of this code. They are reproduced here, not as part of the code, but to set
the context, and to assist with interpretation.
The foundation of good governance is that there should be a balanced, diverse and effective
board which leads and controls the organisation and complies with its legal requirements. The
board should ensure that the organisation upholds the following principles:
The Code of governance aims to assist organisations put these principles into practice. Good
governance is more than good practice – it is good business too. It is about organisational
vision, mission, clarity of purpose and effectiveness. As such, good governance enhances
organisational reputation, and ensures better results are achieved. This code contains guidance
for excellent practice in the governance of organisations.
This new version of Excellence in governance provides an update to our 2009 version. It is
based on clear principles and provisions that organisations, in considering each principle and
provision and having due regard to proportionality and the relevance to their organisations,
should comply with them or explain why there is non-compliance. The code is intended for
organisations to adopt so that they can continue to be stretched to demonstrate the highest
standards of corporate governance.
The code has been widely acclaimed as an example of best practice by a range of bodies
including the Tenant Services Authority, the Nolan (now Wicks) Committee on Standards
in Public Life, and by Sir Alan Langlands, Chair of the Independent Commission for Good
Governance in Public Services. Commitment of Federation members to the implementation
of this code can only further improve the sector’s overall reputation. The Federation has also
produced a wide range of supporting publications and training material to support its members
in the implementation of this code.
The code has been revised as part of the Federation’s commitment to reflect the experience
of the sector, emerging best practice and changes in the operating environment. The latest
revision emphasises the importance of boards and their control over the affairs of housing
associations. It considers The Good Governance Standard for Public Services document, The
Combined Code on Corporate Governance and current legislation. The National Housing
Federation is particularly keen that housing providers recognise the sector’s commitment to
putting customers first, and boards should seek the views of their customers and engage with
them to ensure real accountability.
The code aims to support Federation members in being excellent at governing their
organisations and being accountable, independent and diverse. Taken as a whole, the
code offers a means of reaching excellence in corporate governance. The code is written
for organisations wishing to attain excellence in governance and demonstrate that to its
stakeholders and the outside world. By demonstrating our individual and sectoral commitment
to the code, we will maintain and enhance the good reputation of the sector.
The overall code of governance is split into the main principles and key provisions for each
area. Organisations should consider the code in full in a way that is proportionate to their
size, profile etc., and provide a statement of compliance against the principles and provisions
in the code, which should include a reasoned statement about any areas where they do not
comply. This follows the ‘comply or explain’ approach adopted in 1992 by the Combined Code
on Corporate Governance and re-emphasised in the UK Corporate Governance Code 2010
revision.
Main principles
The main principles define each section and provide a guide to board behaviour and overall
approach. They provide clarity on excellent governance for the wide range of housing
associations and related organisations that comprise the Federation’s membership.
Provisions
These are the areas that, along with the main principles, organisations must asses themselves
against and provide a statement of compliance. They underpin the main principles and provide
the evidence for associations that they comply with the main principles. If excellent governance
can be achieved by other means, an explanation of non-compliance with the provision should
be given.
Following each section of the code there is a Good practice and excellence section. It provides
a raft of guidance, good practice and useful resources that organisations may choose to follow
wholly or in part depending on their size, type and complexity and their existing policies. Any
areas of non-compliance do not have to be explained in the annual compliance statement. It is
not part of the main code of governance. If implemented, this good practice and guidance
should give members confidence that the code is met. It is recognised that members may
choose other mechanisms to achieve compliance with the principles and provisions.
Constitutions
Organisations should adopt constitutions, legal instruments, financial regulations, standing
orders and other governance frameworks which support and enable their implementation
of this code. These should be kept up to date and be mindful of current company, charity,
industrial and provident society law and other statutory provisions.
Useful resources
• Excellence in standards of conduct: code for members. National Housing
Federation, 2009
This forms the main code of governance. Organisations are expected to provide an
annual statement of compliance to the code and make a reasoned statement about
any areas where they do not comply.
Provisions
A1 The purpose of the board is to determine strategy, direct, control, scrutinise
and evaluate an organisation’s affairs. Operational management of the
organisation must be delegated to the organisation’s staff.
A2 All members of the board, executive and non-executive, share the same legal
status and have equal responsibility for decisions taken that affect the success
of the organisation. Each must act only in the interests of the organisation
and not on behalf of any constituency or interest group. Board members must
ensure that the interests of the organisation are placed before any personal
interests. This includes those board members that are nominated or elected
from specific groups, such as local authority nominees and residents.
A5 The roles of chair (and vice chair or senior independent director, if there is one)
of the board and main committees (see H1) must not be held by an executive.
A6 Boards must consider any potential conflicts of interest and adopt appropriate
policies.
2 Conflict of interest policies adopted should limit the number of board members who are
paid staff or board members of other housing providers.
3 The board as a whole should have, or acquire, a diverse range of skills, competencies,
experience and knowledge. Each board should determine the key, non-negotiable skills
that all board members should have and the skills that individuals can bring that will
make the board more effective. It is up to each organisation to determine what is needed
to meet its business objectives. The skills mix should fit with current business and
environmental pressures and those that can be anticipated. The areas outlined below
provide a broad range of some of the skills that organisations may wish to adopt:
(2) direct knowledge of the needs and aspirations of the communities and people
served;
(5) other relevant or specialist skills, such as commercial, financial, HR, investment,
risk management, legal, health, social services, property management and housing
development;
(6) effective communication skills and an ability to focus on key issues facing the
organisation; and
(7) the ability to foster a culture that enhances commitment, enthusiasm and excellent
performance from the staff.
4 Boards should be of an appropriate size for the organisation to carry out its business
effectively and should consider from time to time whether executive staff should be
full or co-opted members. Good practice suggests that a board should have at least five
members and no more than twelve, including co-optees.
5 If executive staff are to be full members, the board needs to ensure that the organisation’s
standing orders clearly specify where they are to be excluded from decision making.
Boards should agree those matters on which executive staff board members will not vote
– for example, the membership of a remuneration committee – and should agree what
core board committees it would be inappropriate for executive board members to sit on,
eg, nominations and audit committee.
6 Each board member should be given a role profile and a formal agreement specifying
his or her obligations, and should sign a copy to indicate acceptance. Agreements should
set out the key role and duties of board membership, the time commitment involved, and
the principle that any approved remuneration is linked to fulfilling the specified role and
duties. In addition, agreements should include obligations to:
(2) uphold the organisation’s core policies including code of conduct, standing orders
and financial regulations;
(3) ensure they understand the constitutional and legislative framework as it applies to
the organisation, and act within its powers;
(4) contribute to and share responsibility for the board’s decisions, including its duty to
exercise reasonable care, skill and independent judgement;
(5) prepare for and attend meetings, training sessions and other events;
(6) attend and participate in reviews linked to individual performance or that of the
whole board;
(10) uphold the Federation’s code of governance and the organisation’s own code of
conduct.
Useful resources
• Companies Act 2006
Provisions
B1 The essential functions of the board must be formally recorded in the
organisation’s constitutional documents, terms of reference, standing orders
or financial regulations.
B2 All boards must have a set of core responsibilities. These will include as a
minimum:
(i) setting and ensuring compliance with the values, vision, mission and
strategic objectives of the organisation, ensuring its long-term success;
(ii) the appointment and if necessary the dismissal of the chief executive and
approval of his or her salary, benefits and terms of employment;
(iii) satisfying itself as to the integrity of financial information, approving
each year’s budget and business plan and annual accounts prior to
publication;
(iv) establishing, overseeing and reviewing annually a framework of
delegation and systems of internal control;
(v) establishing and overseeing a risk management framework in order to
safeguard the assets of the organisation.
2 The essential functions of the board should, as a minimum, include duties to:
(1) establish a framework for approving strategies, policies and plans to achieve those
objectives;
(2) agree or ratify policies and decisions on all matters that might create significant
financial or other risk to the organisation, or that raise material issues of principle;
(4) establish and monitor a mechanism for communicating and receiving feedback
from the organisation’s stakeholders and shareholders;
(5) establish a strong working relationship between the board, the chief executive and
other senior staff;
(6) appoint (and if necessary dismiss) the chief executive following agreed procedures,
and approve his or her salary, benefits and terms of employment;
(7) satisfy itself that the organisation’s affairs are conducted lawfully and in
accordance with generally accepted standards of performance, probity, good
practice and regulatory requirements;
(8) assess how the association follows the recommendations of this Code of
governance and state compliance and non-compliance in its annual review and
accounts;
(10) establish a code of conduct and expected behaviour for the board.
3 The board, through its terms of reference, should draw up a schedule of significant
matters specifically reserved for the board’s decision, which cannot be delegated to
executive staff or committees. Some examples are:
(1) expansion of the organisation’s operations into new activities or geographic areas;
(7) appointment or removal of any board member and executive officer of the board
including the company secretary;
(8) appointments to, and removal from, the boards of subsidiaries or other
organisations following recommendations from the nominations committee;
(10) ensuring adequate succession planning for board and senior management
appointments;
(11) approval of key policies, including a code of conduct and expected behaviour;
(12) any conflicts of interests arising for individual board members; and
4 The board of a parent organisation in a group structure has responsibility and the power
to direct the activities of its subsidiaries. It must control the activities of all parts of the
group and satisfy itself that all group members are meeting statutory and regulatory
requirements, and that their affairs are being conducted in accordance with generally
accepted standards of performance, probity, financial prudence and good practice. It
should also work to ensure that both parent and subsidiary organisations develop a
common vision and shared objectives. The boards of all organisations within a group
structure should ensure effective working relationships, including effective management
of conflict and dissent, in the spirit of full co-operation for the benefit of the group as a
whole.
5 The board has ultimate responsibility for ensuring the organisation develops positive and
constructive relationships with its key stakeholders including its funders and regulators.
The board should satisfy itself that effective communication and reporting lines are in
place with these bodies.
Useful resources
• Governance...the small print (2nd edition): A range of model governance
documents covering key policy areas. National Housing Federation, 2008
• ICSA Guidance on Matters Reserved for the Board. ICSA, 2007 www.icsa.
org.uk
• The Effective Director: Building individual and board success. IoD, 2007
www.iod.com
Provision
C1 All board members must receive a properly resourced induction and an
ongoing training programme.
C2 Boards must receive the same up-to-date, clearly presented and accurate
information to enable them to make decisions.
2 The chair, in liaison with the company secretary or equivalent, should ensure that all
new members receive induction training and that effective arrangements are made to
enhance the skills, experience and knowledge of all its members with regular training
and development activity on an ongoing basis. This should be based on an analysis of the
training and development needs of individuals and the board as a whole to ensure that
individuals remain up to date and continue to add value to the work of the board.
Provisions
D1 While the contribution of experienced board members is vital, boards also
need new members who can provide an independent challenge to long-
standing practices and thinking. Maximum terms of office must be agreed and,
where practical and for the best interests of the organisation, should comply
with current best practice. To support board renewal, maximum terms of
office must be two to three terms, with an overall maximum period of board
service for non-executive board members of no more than nine years.
D3 The board must carry out an annual appraisal of its own performance and
an annual appraisal of individual board members including the chair and, if
appropriate, the vice chair and any executive who sits on the board.
(1) the recruitment, selection or election of new members, including the chair;
(2) the creation of role profiles and competency frameworks for the board;
(3) the preferred composition of its membership, including, for example, residents on
the board;
Boards should consider having these policies available on the organisation’s website or
via other media.
4 Steps should be taken to identify potential board members who may have no connection
with the organisation or existing board members. A range of recruitment techniques
should be considered to secure a wider choice of candidates. Larger organisations should
delegate board member recruitment to a nominations committee or equivalent, which
should lead the process and make recommendations to the board. The membership of
this committee should be restricted to non-executive board members, but executive
members may advise as appropriate.
6 Where possible, appraisals should be carried out with the help of an independent third
party to demonstrate transparency and fairness. Appraisal systems should:
(1) identify the board’s ability to scan the operating environment, think strategically
and adapt as necessary;
(2) review how well the board performs its key roles and how successful it has been;
(3) review the effectiveness of board relationships and its role as a team;
(4) assess how the board is viewed by key contacts, such as regulators, investors, local
authorities, tenant groups, staff etc;
(5) review the composition of the board, the skills and contribution of its individual
members;
(6) review the organisation’s ability to recruit and retain the balance of board members
it needs;
(8) assess the level and quality of the information the board receives;
(9) review the training and development needs of individual board members as well as
the board as a whole;
(12) address whether the board provides enough support, scrutiny and challenge to the
senior team.
7 The board should ensure there is an independent review of payment to the board and
senior staff taking into account of good practice, market comparisons and industry
norms. This should normally be carried out on a triennial basis.
8 Boards should have clear procedures in place for the removal of board members
where issues of performance, conduct or conflicts arise that cannot be resolved. These
procedures should be covered in the organisation’s governance arrangements.
Useful resources
• Board member pay: Principles and practicalities. National Housing
Federation, 2009
Provision
E1 The chair has particular duties and responsibilities. These must be formally
recorded.
2 The responsibilities of the chair should be formally recorded and should include as a
minimum:
(1) ensuring efficient conduct of the board’s business and of the organisation’s general
meetings;
(2) ensuring that the organisation provides appropriate role profiles and competency
frameworks for all board members;
(3) ensuring that all board members are given the opportunity to express their
views, and that appropriate standards of conduct and behaviour are maintained in
accordance with the code of conduct approved by the board;
(4) establishing a constructive working relationship with, and providing support for,
the chief executive and ensuring that the board as a whole acts in partnership with
executive staff;
(5) ensuring that the board delegates sufficient authority to its committees, the chair,
the chief executive and others to enable the business of the organisation to be
carried on effectively between meetings of the board; and also ensuring that the
board monitors the use of these delegated powers;
(6) ensuring that the board receives professional advice when it is needed, either from
its senior staff or from external sources;
(7) ensuring that the organisation follows the recommendations of this code;
3 Chairs of the main board working in consultation with other non-executive board
members, for instance with a small committee, should ensure that the main board makes
proper arrangements to appraise the performance of the chief executive and to determine
the remuneration of the chief executive and other senior staff. It is also the role of the
chair to ensure:
(1) that the roles of subsidiary boards in these matters are clear;
(2) that, when necessary, the chief executive is replaced in a timely and orderly
fashion;
(3) that he or she leads on the appraisal process to ensure proper and appropriate
arrangements for the overall board appraisal and that of individual board members;
(5) that the level of any agreed board member remuneration results from an approved
process that minimises the potential for conflicts of interest;
(6) that the board agrees the role of the vice chair or senior independent director,
where there is one.
Useful resources
• In control: The board members’ manual. National Housing Federation,
2005
Provision
F1 Boards and sub-committees must have clear terms of reference in order that
their conduct is transparent, effective and in the interests of the organisation.
F2 Board decisions should be, wherever possible, based on full agendas and
documents circulated to members well in advance of meetings. Decisions and
the main reasons for them should be recorded in the minutes.
2 Each year, the board should set aside time for a full discussion about the effectiveness
with which it is conducting its business and consideration of the organisation’s future.
3 The board should have access to independent assistance and advice, when necessary
without the involvement of senior staff. This should normally be agreed through the
chair.
4 The company secretary, or equivalent, should have direct lines of communication with
the chair in order to maintain impartiality and to bring issues of concern directly to the
chair.
5 Boards should remain mindful of outcomes for residents or service users in the decisions
they take.
6 The board should ensure that positive relationships are maintained within the board
and with the senior team. It must have a clear understanding of the appropriate board
behaviours expected.
7 Boards should ensure they keep abreast of all relevant legislation and changes to
operating frameworks.
Useful resources
• Governance...the small print (2nd edition): A range of model governance
documents covering key policy areas. National Housing Federation, 2008
• Excellence in standards of conduct: code for members. National Housing
Federation, 2009
Provisions
G1 The chief executive must be clear about the essential duties of the role and
have clarity over his or her role, legal responsibilities, delegation of authority
and relationship with the board. This applies whether or not the chief executive
officer is a full member of the board or has responsibility for the company
secretarial role.
G2 Like all other employees, the chief executive must have a written and signed
contract of employment. Periods of notice of more than six months should be
exceptional and should be specifically approved by the board with the reasons
for the decision clearly minuted.
(2) assist and advise the board in determining the organisation’s strategies, policies
and business planning;
(3) manage the affairs of the organisation in accordance with the vision, values and
objectives of the organisation, and the general policies and specific decisions of the
board;
(4) draw the board’s attention to matters that it should consider and decide;
(5) ensure that the board is given the information necessary to perform its duties and,
in particular, that the board receives advice on matters concerning compliance with
its governing instrument, the law and the need to remain solvent;
(6) ensure that proper systems of financial control, risk assessment and risk
management, and legal and regulatory compliance are established and maintained,
and that regular reports on these are provided, at least annually, to the board;
(7) supervise, with the guidance of the chair, the preparation of documents for
consideration by the board;
(8) support the chair to ensure that the business of the board is properly conducted;
(9) ensure that relationships between the senior staff and the board are positive and
focus on the business of the organisation;
(10) lead and manage the staff of the organisation and ensure that their performance is
appraised; and
2 The written and signed contract, besides complying with current legislation, should
clearly define:
(2) the procedures for monitoring the chief executive’s performance and fixing his or
her remuneration;
(3) The remuneration level;
(4) how complaints and disciplinary matters will be dealt with; and
(5) the length of the contract, whether or not it can be renewed (if it is for a fixed term)
and any notice period.
3 The committee responsible for appraising and agreeing the remuneration of the chief
executive officer:
(1) should include the chair of the board, but because of the necessarily close
relationship between the chair and the chief executive, he or she should not chair
the committee;
(3) where there are board members who are also the paid staff of other Federation
members, the board should consider whether their appointment to the committee
could create an indirect or perceived duality or conflict of interest.
4 Boards should consider the following when agreeing the remuneration of the chief
executive officer:
(1) although the board may act on the recommendation of a committee, it is for the
board as a whole to approve the chief executive’s remuneration package;
(2) a remuneration package should be given which is proportionate to the size and
complexity of the organisation and sector norms and sufficient to attract, retain and
motivate the quality of chief executive required;
Useful resources
• Good Governance: The Chief Executive’s Role. NCVO, 2007 www.ncvo-vol.
org.uk
Provisions
H1 Paid staff of an organisation must not chair the nominations, audit and
remuneration committees, or form a majority of the membership of these
committees.
H2 The chair of the audit committee must not be the chair of the board or an
executive member of the board.
H3 Each committee must have clear terms of reference approved and reviewed by
the board on a regular basis.
4 In the case of dispute, the board’s decision must override that of a committee. The chair
of the committee responsible for audit should have the right to report any such decision
to the external auditors (and where necessary to external regulatory bodies), after
discussion at the board about this proposed course of action. The chair of the committee
responsible for audit should have access to paid legal advice from the organisation’s
appointed or usual legal advisers.
5 The board should ensure that specific arrangements are made to cover the following
responsibilities:
(1) financial reporting, audit and risk matters (see section K);
(2) selection, appraisal and remuneration of board members and of the chief executive
(see sections D and G).
6 In smaller organisations, all of this work may be carried out by the board itself.
Useful resources
• ICSA Guidance on Terms of Reference – Nomination Committee. ICSA,
2007
Provisions
I1 The board must publish an annual report of the organisation’s activities and
performance.
3 The board should review the openness of the organisation’s arrangements on a regular
basis and take account of further developments of good practice.
5 All organisations should adopt and publish their policies for communicating with
residents and others in their community about the work and performance of the
organisation.
7 Each organisation should decide the purpose and role of shareholders in its governance.
8 Shareholders should be appointed in a transparent and open manner. The policy for
admission to membership should be freely available, and organisations should consider
issues of equality, diversity and accountability when drawing up and implementing such
policies.
9 The way in which shareholding members are chosen should realistically reflect their role
in governance, and contribute to the organisation’s long-term constitutional and financial
stability.
Useful resources
• Excellence in service delivery and accountability: code for members.
National Housing Federation, 2009
Provisions
J1 Boards must comply with current legislation.
J2 Boards must provide leadership and clear strategies on how the organisation
will meet the needs of diverse communities and the steps it will take, through
lawful positive action, to ensure in so far as it is able that it can reflect these
communities in its staffing and governance structures.
J3 Boards must ensure that their organisations demonstrate, throughout all their
functions, their commitment to the characteristics protected by the equalities
legislation, and develop action plans to implement this commitment.
2 Each Federation member should adopt a policy for equality, diversity and inclusion and
publish it. The policy should include a statement on how the organisation will promote
equality on the protected characteristics, including how it intends to promote it in all
areas of the organisation’s work including:
(4) membership and operation of the board and any committees, to reflect the tenant,
resident, service user profile;
(5) staff recruitment, selection, training and conditions of service, to reflect the tenant,
resident, service user profile;
(6) the organisation’s buying of goods and services and contracting procedures; and
Useful resources
• Government Equalities Office: www.equalities.gov.uk
Provisions
K1 Every organisation must have effective internal controls.
K2 The organisation’s external auditors must be independent and effective.
K4 The committee responsible for audit should meet regularly and its minutes
must be available to all members of the board. The reasons for the decisions
taken must be recorded in the minutes and presented to the board for
endorsement. The committee must be able to meet with the external auditors
without paid staff being present at least once a year.
K5 The chair of the audit committee must not be the chair of the board or an
executive member of the board.
K6 The audit committee, or equivalent, must ensure that the board receives
adequate financial and business management reports, in order to scrutinise
performance of the organisation.
2 It is the board’s responsibility to ensure the organisation remains financially viable, that
a balanced and comprehensive assessment of the organisation’s financial position and
associated risks is presented to the board on a regular basis, and that a sound system of
internal control is maintained.
3 Every Federation member should ensure that it observes the following principles:
(1) its external auditors must be independent and effective. External auditors are
unlikely to be judged to be independent if they also provide significant non-audit
services. Where the external auditor provides non-audit services, such as internal
audit services, the committee responsible for audit should satisfy itself that there
are safeguards in place to ensure that there is no threat to the objectivity and
independence of the audit from the provision of such services;
(2) there should be a proper and transparent procedure for the selection and periodic
review of the appointment of external auditors;
(3) medium-sized and larger organisations should have an effective internal audit
service; others should make effective arrangements for discharging the internal
audit function; and
(4) points (1) to (3) above should be regularly reviewed, along with an appraisal of the
effectiveness of the audit committee, and the outcome reported to the board.
4 The audit committee should be responsible for approving and monitoring a risk register
for approval by the board.
Useful resources
• A wider role for internal audit. National Housing Federation, 2004
Provisions
L1 Board membership entails a particular responsibility to avoid any suggestion
of impropriety. Matters such as conflicts of interest, or acceptance of gifts or
hospitality, are particularly sensitive. The required standards are set out in the
Federation’s Excellence in standards of conduct: code for members, which all
board members must comply with (or explain areas of non-compliance).
2 The board, or a committee with the necessary delegated authority reporting to the board,
should from time to time review:
(1) the stated values of the organisation, and how they are implemented in practice;
(2) the implementation of this code of governance, and its underlying principles;
(3) the codes of conduct adopted by the organisation for its board members and staff;
and
(4) the policies and procedures of the organisation relating to hospitality, gifts,
whistle-blowing (in accordance with the Public Interest Disclosure Act 1998),
access to information and other matters of business ethics such as corporate social
responsibility.
Probity
3 The board should ensure that proper arrangements are made for the referral and
determination of individual cases raising issues of conflicts, ethics or probity. These
should include a whistle-blowing policy to allow all board members, committee members
and members of staff to raise issues of serious concern without the fear of reprisal, while
maintaining their duty of confidentiality.
4 Where a board member has concerns about the way the organisation is being run, these
should be recorded in the minutes.
5 The reasons given for a board member’s resignation should also be recorded in the
minutes.
Useful resources
• Excellence in standards of conduct: code for members. National Housing
Federation, 2009