LIFELINE AUSTRALIA BOARD ETHICAL GUIDELINES

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1 LIFELINE AUSTRALIA BOARD ETHICAL GUIDELINES Version 1.2 November 2011

2 Table of Contents Lifeline Australia Board Ethical Guidelines... 3 Board Obligations and Responsibilities... 3 Code of Ethics for Lifeline Australia s Board of Directors Context General Information Resources Reputation Interpretation Enforcement Delegation and Penalties... 6 The copyright in this document is the property of Lifeline Australia. Lifeline Australia supplies this document on the express terms that it shall be treated as confidential and that it may not be copied, used or disclosed to others for any purpose except as authorised in writing by this organisation. Lifeline Australia National Board Charter Page 2 of 7

3 Lifeline Australia Board Ethical Guidelines An overriding area of concern for any not-for-profit organisation is its ethical governance - not only must governance be ethical in all areas, but it must also be perceived to be ethical. The ethical operations of the entire organisation will flow from the standards set by both policy and leadership actuality, and the ethical conduct of each board member will determine the perception and to a degree the reality of the ethical conduct of the board as a whole, and to the organisation as a whole. Board Obligations and Responsibilities The board is ultimately responsible to determine the purpose of Lifeline Australia, through the establishment and implementation of the organisation s vision and purpose, and the review and modification of these guiding principles as required. It is also responsible for the continuity of the organisation, which it provides through the effective recruitment of management and staff personnel. The board sets the organisation s rate of progress in reaching its purpose and vision, and also is responsible for establishing the identity of the organisation. It is important that the board ensure that it is aware of its obligations and responsibilities, and that this information be articulated and disseminated to all board members. The board and vicariously each board member are ethically responsible for the proper functioning of the board. Code of Ethics for Lifeline Australia s Board of Directors 1. Context The Lifeline brand with its high recognition has rewarded us with an enviable reputation a reputation of integrity, honesty and trustworthiness. That strong ethical reputation is a vital asset and everyone involved with Lifeline shares a personal responsibility to protect, preserve and to enhance it. Our reputation is a strong but silent partner in all of our relationships. Being a director of Lifeline Australia requires directors to be competent and committed as elected board members, recognising the trust others have placed in their sincerity and abilities. In return, Lifeline Australia Board deserves utmost effort and support. Therefore, as Lifeline Australia National Board Charter Page 3 of 7

4 a board director of Lifeline Australia Board, there is acknowledgement and commitment to a high standard of ethical conduct. 2. General As a Board member I will: Hold the betterment of the organisation as my priority, including during all participation in discussions and voting matters. Act in a manner which will bear the closest public scrutiny. Actively contribute to the board any suggestions of ways to improve the organisation s policies, standards, practices or ethics. Act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships. (As a reminder, Lifeline Australia has a conflict of interest policy that provides guidelines for all to follow to avoid a conflict, or appearance of a conflict, between their responsibilities to Lifeline Australia and their outside activities). Disclose to the appropriate person(s) identified in Lifeline Australia conflict of interest policy any material transaction or relationship that could be reasonably expected to give rise to a conflict of interest. Declare any conflict of interest, as per the Lifeline Australia policy, be it real, potential, or apparent, which is not immediately obvious with regard to any matter being discussed in my presence during a meeting. Accept the Board decision regarding conflict and at any time during a meeting refrain from participating in the discussion and leave the meeting at the board s request. The Board s decision will be recorded in the minutes, either with or without the reasons for the decision being also recorded. When exchanging business courtesies, meals and entertainment, avoid activities that could create even the appearance that our decisions could be compromised. Not solicit any gifts, benefits or additional money for another or myself. Items of nominal value (<50 dollars) that are generally used for promotional purposes by the donor or moderate acts of hospitality may be accepted. Comply with federal and state law in regard to Equal opportunity, Occupational health and Safety and Anti-discrimination. 3. Information As a Board member I will: Lifeline Australia National Board Charter Page 4 of 7

5 Not knowingly take advantage of/or benefit from information that is obtained in the course of my official duties and responsibilities as a Board member, and that is not generally known. Be alert to information which Lifeline Australia can use to develop improved policies and strategies. Protect information closely and not release or share confidential information without the permission, preferably in writing, of the person who provided it. Maintain confidentiality of all information which the Board deems ought to be kept confidential. Act in good faith, responsibly, with due care and diligence, and without misrepresenting or omitting material facts. 4. Resources As a board member I will: Actively be mindful of resources which are in my trust on behalf of the organisation, and will establish policies which ensure the stewardship of resources. Expect to be reimbursed for legitimate expenses incurred for the sake of Lifeline Australia. I will keep all such expenses reasonable and justifiable and will discuss expenses which may be in question with the Lifeline Australia Board Chair. Respect the rights and property of others, including their intellectual property, and only accept their confidential or trade secret information after we clearly understand our obligations as defined in a nondisclosure agreement or similar document. Protect and preserve Lifeline Australia assets, including Lifeline Australia business opportunities and intellectual property, for Lifeline Australia s benefit and not for personal benefit. Assure that those who seek to do business with Lifeline Australia have fair opportunities to compete for our business. 5. Reputation As a Board member I will: Positively represent the organisation informally and formally to other associations, societies, government officials, general public and business representatives Preserve and enhance the good reputation of Lifeline Australia and will avoid behaviour which might damage its image. Lifeline Australia National Board Charter Page 5 of 7

6 Endeavour to act in such a manner that, trust in the integrity, objectivity and impartiality of Lifeline Australia Board, are conserved and enhanced. To do otherwise would be a breach of trust. 6. Interpretation The Board Chair of Lifeline Australia shall ensure that the practice of this policy will be fair, just, and equitable in all situations of interpretation and application. 7. Enforcement The Board Chair is ultimately responsible for immediate interpretation, application and enforcement of the board members code of ethics policy. All complaints concerning a possible code of ethics violation shall be made in writing to or by the Board Chair with a copy provided to the complainant. The Board Chair shall make an initial determination of the issue and shall attempt initial resolution of the problem with the complainer and the complainant. If this initial attempt at resolution is not successful, the Board Chair shall appoint a tribunal composed of three board members to investigate the complaint. The tribunal is required to investigate as required and submit a written report to the Board Chair within 30 days. The Board Chair will render his/her decision within ten days of receiving the tribunal s report. The Board Chair s decision may be appealed in writing to the Board of directors for consideration at the Board s next scheduled Lifeline Australia Board meeting for a final decision. The final decision shall be delivered in writing to the complainer and complainant. 8. Delegation and Penalties Should the Board Chair be the subject of a written complaint, the deputy Board Chair shall perform the duties normally assigned to the Board Chair in this matter. Penalties imposed for breach of the code of ethics may include, but are not limited to, the following: Excluding the director from portions of all future meetings and discussions which relate to the stated conflict of interest, and/or censure of the director, in private, in public, or both, and/or Lifeline Australia National Board Charter Page 6 of 7

7 Removal of the director from office by a resolution passed by a simple majority of the members in meeting and notice of intention to move the resolution is given to the Lifeline network at least 2 months before the meeting is to be held. I have read and I accept Lifeline Australia s Code of Ethics for Lifeline Australia Board Members. Date Signature of Director Lifeline Australia National Board Charter Page 7 of 7