Difference between revisions of "Trustee Code of Conduct"

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{{notice|This is a draft policy for adoption at the board on 11 February. All Board members will be asked to sign this code of conduct. The Chair is responsible for monitoring compliance with this Code and escalating any issues arising}}
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{{BoardApproved | Minutes 2015-12-12 | 12 December 2015
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| type    = policy
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| notes    = <br />All Board members are required to sign this code of conduct. The [[Chair]] is responsible for monitoring compliance with this Code and escalating any issues arising.
 +
| history  = {{BoardApprovedHistory | Minutes_8May12#Review_email_decisions | 8 May 2012 | Approval |22766 }}
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| history  = {{BoardApprovedHistory | Minutes 2015-12-12 | 12 December 2015 | Approval |xxxx }}
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| lastid=xxxx
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}}
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{{TOC right}}
  
I will respect and uphold the [[Vision|values]] of Wikimedia UK (WMUK), in particular:
+
This code of conduct applies to Wikimedia UK (WMUK) trustees.
*To value the contribution of volunteers
 
*To encourage, involve and engage volunteers
 
*To recognise that the contribution of volunteers is central to the activity of the organisation
 
*To be transparent and open
 
*To promote the value of free and open licences
 
*To have respectful and professional working relationships internally and externally
 
*To promote an open approach to learning and knowledge
 
  
__NOTOC__
+
All Wikimedia WMUK trustees must, on taking office, confirm in writing their acceptance of this code.
==General==
 
  
I will act within the [[constitution]] of WMUK and the law, and abide by the policies and procedures of the organisation. This includes having a knowledge of the contents of the constitution and relevant policies and procedures.
+
==Nolan Principles==
  
I will support the [[object]]s and mission of WMUK, championing it, using any skills or knowledge I have to further that mission and seeking expert advice where appropriate.
+
I accept and will comply with the seven general [[:en:Committee on Standards in Public Life|Nolan Principles of Public Life]], as set out below, and also the bulletted WMUK-specific terms:
  
I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including sitting on sub-committees.
+
===Selflessness===
  
I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse not to disclose matters that should be transparent and open.
+
''Holders of public office should act solely in terms of the public interest.''
 +
* I understand that I have a duty to act in the best interests of WMUK as a whole.  I will do what I and my fellow trustees (and no one else) decide will best enable WMUK to carry out its [[Articles of Association#Objects|charitable objects]] for the public benefit. I will uphold the legal and operational independence of WMUK as a charitable organisation, and will not permit any external party to direct the charity's policies or activities.  
  
I will develop and maintain a sound and up-to-date knowledge of WMUK and its environment. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates and the nature and extent of its work.
+
===Integrity===
  
I will use WMUK’s resources responsibly, and when claiming expenses will do so in line with WMUK procedures and policies.
+
''Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.''
 +
* I will at all times act to preserve public confidence in WMUK and will avoid both actual impropriety and any appearance of improper behaviour.  I will not place myself under any financial or other obligation to individuals or organisations that might seek to influence me in the performance of my role as trustee.  I will not gain nor seek to gain financial or other material benefits for myself, my family, my friends, or any organisation other than WMUK with whom I am associated, nor will I act to give cause for suspicion that I might be doing so. I will at all times comply with WMUK's [[Conflict of Interest Policy|conflict of interest policy]]. I recognise that conflict may be potential as well as actual, and I will handle potential or possible conflict with the same care as actual conflict. I will take a precautionary approach to disclosing and handling conflict, bearing in mind its importance in maintaining the reputation of WMUK.  
  
I will seek to be accountable for my actions as a trustee of WMUK, and will submit myself to whatever scrutiny is appropriate.
+
===Objectivity===
  
I accept my responsibility to ensure that WMUK is well run and will raise issues and questions in an appropriate and sensitive way to ensure that this is the case.  
+
''Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.''
 +
* In carrying out my role, I will seek to ensure that all decisions are made objectively and solely on merit. I will obtain expert advice where appropriate. I understand that my trusteeship is personal and that I must not seek to act as a representative of any group.  
  
==Managing Interests==
+
===Accountability===
  
I will not gain materially or financially from my involvement with WMUK unless specifically authorised to do so.  
+
''Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.''
 +
* I understand that I am accountable for my decisions and actions, and I agree to submit myself to appropriate scrutiny by the public, the Wikimedia community, the charity's membership, funders and service users.
  
I will act in the best interests of WMUK as a whole, and not as a representative of any group – considering what is best for WMUK and its present and future beneficiaries and avoiding bringing WMUK into disrepute.
+
===Openness===
  
Unless authorised, I will not put myself in a position where my personal interests conflict with my duty to act in the interests of the organisation. Where there is a conflict of interest I will ensure that this is managed effectively in line with WMUK's [[Conflict of Interest Policy]].
+
''Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.''
 +
* I will be as transparent and open as possible consistent with WMUK's commitments to [[Vision,_values_and_mission#V4_Transparency|transparency]]. I will take into account at all times WMUK's published [[Transparency|approach to transparency]].  I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse to hide matters that should under WMUK's policies be transparent and open.
  
I understand that a failure to declare a conflict of interest may be considered to be a breach of this code.
+
===Honesty===
  
==Meetings==
+
''Holders of public office should be truthful.''
I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I cannot regularly attend meetings I will consider whether there are other ways I can engage with WMUK.
+
* I will use WMUK’s resources responsibly, and when claiming expenses will do so honestly and in line with WMUK procedures and policies.
  
I will do my utmost to prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.
+
===Leadership===
  
I will actively engage in discussion, debate and voting in meetings; contributing in a considered and constructive way, listening carefully, challenging sensitively and avoiding conflict.
+
''Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs.''
 +
* I will seek to lead by example, and I will:
 +
** respect and uphold the [[Vision, values and mission|vision, values and mission]] of WMUK, and will use any skills or knowledge I have to further its mission
 +
** abide by the policies and procedures of WMUK
 +
** recognise that the contribution of volunteers is central to the activity of the organisation, and will value, encourage, involve and engage volunteers
 +
** promote an open approach to learning and knowledge and the value of free and open licences
 +
** seek to have respectful and professional working relationships internally and externally, while being ready to challenge poor behaviour
 +
** avoid bringing WMUK into disrepute.
  
I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so.
+
==General duties as charity trustee==
  
I will participate in decision making processes that take place between meetings, including those via email or telephone.
+
As a charity trustee I will:
  
==Governance==
+
* ensure that WMUK carries out its [[Articles of Association#Objects|charitable objects]] for the public benefit, and for no other purpose
 +
* comply with WMUK's governing documents and the law
 +
* act in WMUK's best interests
 +
* manage WMUK's resources responsibly
 +
* act with reasonable care and skill
 +
* ensure that WMUK is accountable.
  
I will actively contribute towards improving the governance of the trustee board, participating in induction and training and sharing ideas for improvement with the board.
+
==Additional WMUK-specific requirements==
  
I will help to identify good candidates for trusteeship at WMUK and encourage those candidates to put themselves forward for election to the Board.
+
===Trustee engagement===
  
==Relations with others==
+
I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including contributing to committees or working groups where possible.
  
I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK. I will respect diversity, different roles and boundaries, and avoid giving offence.
+
I will develop and maintain a sound and up-to-date knowledge of WMUK, its constitution and relevant policies and procedures. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates, and the nature and extent of its work.  
  
I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will seek to understand and respect the difference between these roles. Where I also volunteer with the organisation I will maintain the separation of my role as a trustee and as a volunteer.
+
I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I find that I cannot deal with business on a regular basis, or will be unavailable to attend meetings for a period of six months or more, I will stand down from the board.
  
I will seek to support and encourage all those I come into contact with at WMUK.
+
I will do my utmost to prepare fully for all meetings and work for the organisation, including reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time.  I will participate in decision-making processes that take place between meetings, including those via email or telephone.
  
Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.
+
I will actively engage in discussion, debate and voting in meetings. I will contribute in a considered and constructive way, listen carefully, challenge sensitively, and seek to avoid conflict.
 +
 
 +
I will participate in collective decision making, will accept majority decisions of the board, and will not act individually unless specifically authorised to do so.
 +
 
 +
While I am a trustee I will keep my membership of WMUK up to date.
 +
 
 +
===Governance===
 +
 
 +
I accept my personal responsibility for ensuring that WMUK is well run and understand that I cannot abnegate that responsibility to others, including to my fellow trustees. I will raise issues and questions in an appropriate and sensitive way to ensure that this is the case. I understand that the role of the board is primarily strategic and that of the chief executive is primarily operational.
 +
 
 +
I will actively contribute towards improving WMUK governance, participating in induction and training and sharing ideas for improvement with the board. I will help to identify good candidates for trusteeship, and will with the agreement of the board encourage suitable candidates to put themselves forward for election.
 +
 
 +
===Relations with others===
  
==Leaving the Board==
+
I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK, and will seek to avoid giving offence. I will seek to provide support and encouragement. I will respect and encourage diversity.
  
I understand that substantial breach of any part of this code may result in procedures being put in motion that may result in my being asked to resign from the trustee board.
+
I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will respect the difference between these roles. I will respect the role of the chief executive to lead in operational matters, and the role of the chair to be the primary point of contact via the chief executive with the staff.  Where I also volunteer with the organisation I will maintain a clear and public separation between my role as trustee and my role as volunteer.  
  
Should this happen I will be given the opportunity to be heard. In the event that I am asked to resign from the board I will accept the majority decision of the board in this matter and resign at the earliest opportunity, if necessary involving the procedure under [[Article]] 4.4.  
+
Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.
  
If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons for leaving.
+
===Eligibility===
  
Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
+
I confirm that I am legally eligible to act as a WMUK director and trustee. I confirm that I:
  
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
+
* am not disqualified to act as a company director
 +
* do not have an unspent conviction for an offence involving dishonesty or deception (such as fraud)
 +
* am not an undischarged bankrupt (or subject to sequestration in Scotland), nor do I have a current composition or arrangement including an individual voluntary arrangement (IVA) with my creditors
 +
* have not been removed as a company director or charity trustee because of misconduct or mismanagement.
  
===Nolan Committee Requirements===
+
If I become ineligible after appointment, or there is a real possibility that I may become so, I will immediately inform the chair and if requested will promptly stand down as a trustee.
: ''Background information is at {{w|Committee on Standards in Public Life}}''
 
  
In addition to the duties and liabilities of the Trustees the Nolan Committee on Standards in Public Life (1994) identified personal standards of conduct for directors, based on seven principles.
+
===Breaches of this code===
  
Trustees of Wikimedia UK should act with:
+
I understand that any significant breach of this code may result in my being asked to resign from the board or being ejected. In the event that the board resolves by majority decision to seek my resignation, I will offer it forthwith. In the event that the board resolves by majority decision to eject me, I will accept its decision without question.
  
* Selflessness: Trustees of Wikimedia UK have a general duty to act in the best interests of Wikimedia UK as a whole.  They should not gain financial or other material benefits for themselves, their family, their friends or the organisation they come from or represent.
+
I understand that in any such event the board will, where it is in the interests of WMUK to do so, seek to provide advance notice of any resolution to ask for my resignation or to eject me, and that I will have a right to be heard. In the event that it is not possible to provide advance notice, or where advance notice would not be in the interests of WMUK, I understand that I will have a right to be heard retrospectively and to argue that any decision should be rescinded.
  
* Integrity:  They should avoid actual impropriety and avoid any appearance of improper behaviour.  They should not place themselves under any financial or other obligation to individuals or organisations that might seek to influence them in the performance of their role as Trustees of Wikimedia UK.
+
I understand that while trustees/directors acting competently and in good faith are not normally exposed to personal liability, there are circumstances in which the court may hold a trustee personally liable, including:
  
* Objectivity:  In carrying out their role, including making appointments (staff or trustee appointments) awarding contracts, recommending individuals for rewards and benefits or transacting other business the Trustees should ensure that decisions are made solely on merit.
+
* breach of trust under charity law - for example spending the charity's funds on an activity which is outside its legal objects, holding unreasonably speculative investments, engaging in non-permitted political activities
 +
* breach of fiduciary and statutory duties - for example using the charity's assets to procure a benefit for a trustee, or making a loan to a trustee
 +
* wrongful trading - continuing to trade where the board knew, or ought to have known, that the company is insolvent
 +
* fraudulent trading
 +
* acting as a company director when disqualified
 +
* failure to comply with certain statutory requirements - for example in areas such as health & safety, data protection, trade descriptions, some employment laws.
  
* Accountability:  The Trustees have a duty to comply with the law on all occasions, in accordance with the trust placed in them and in such a way as to preserve public confidence in Wikimedia, and are accountable for their decisions and actions to the public, funders and service users.  They must submit themselves to what scrutiny is appropriate to their role.
+
===Departure from the Board===
  
* Openness:  The Trustees must ensure that confidential material, including material about individuals is handled in accordance with due care and should be as open as possible about their decisions and action that they take. They should give reasons for their decisions and restrict information only when the wider interest clearly demands.
+
I confirm that after I have left the board, for whatever reason, I will continue to respect organisational, board and individual confidences that I acquired during my trusteeship. I understand that the terms of this agreement that relate to confidentiality will continue to remain in effect even after I cease to be an active signatory.
  
* Honesty:  The Trustees have a duty to declare any interests relating to their trustee role and to take steps to resolve any conflicts that may arise.  Where private interests of a trustee conflict with their trustee duties they must resolve the conflict in favour of their trustee role. They must make relevant declarations of interest in the different circumstances and roles they play both within and outside Wikimedia.
+
If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons.
  
* Leadership:  The Trustees should promote and support the principles of leadership by example.  They must respect the role of the Chief Executive.
+
== Current signatories ==
 +
Trustees are asked to digitally sign the code, below. Alternatively trustees can physically sign a printed version of the code that will be stored at the [[Office]].
  
===Trustees Liabilities===
+
 +
  
Trustees/Directors of incorporated charities, i.e. those which are companies limited by guarantee, are treated in the same way as any director of a limited company.  The company is a "legal person" and its directors are not liable for the debts of the company beyond the sum they have guaranteed if they are "members" of the company. Directors are also not liable in contract or tort (a civil wrong), although recently courts have held directors liable for criminal actions of the company.
+
== Signatories of previous versions of the code ==
 +
The following trustees and past trustees signed a previous version of this code, and some signed several. For details, see the page history.
  
Trustees can be held personally liable for:
+
* Michael Maggs, Chris Keating, Greyham Dawes, Carol Campbell, Kate West, Josie Fraser, Padmini Ray Murray, Saad Choudri, Alastair McCapra, Simon Knight, Gill Hamilton, Joseph Seddon, Doug Taylor,  Nick Poole,  Joscelyn Upendran, Roger Bamkin, John Byrne, Ashley Van Haeften, Mike Peel.
  
# breach of trust under charity law - e.g. spending the charity's funds on an activity which is outside its legal objects/losses from speculative investments/un-permitted political activity;
+
== See also ==
# breach of fiduciary and statutory duties - e.g. using the charity's assets to procure a benefit for the trustees/making a loan to a trustee;
+
*[https://www.gov.uk/government/publications/the-7-principles-of-public-life/the-7-principles-of-public-life--2 The Seven Principles of Public Life (the Nolan Principles)]
# wrongful trading under the Insolvency Act 1986 - i.e. continuing to trade where the board knew, or ought to have known, that the company is insolvent;
 
# fraudulent trading;
 
# acting as a company director when disqualified;
 
# failure to comply with relevant statutory requirements - in areas such as health & safety, data protection, trade descriptions, deducting PAYE from employees etc.
 
  
Trustees who have behaved honestly are unlikely to suffer financial loss as a result of their trusteeship.  The Charity Commission states that "if trustees act prudently, lawfully and in accordance with their governing instrument then any liabilities they incur as trustees can be met out of the charity's resources".
+
[[Category:Policies]]
 +
[[Category:Board]]

Revision as of 15:08, 8 January 2016

This policy was approved by the Board on 12 December 2015 . (approved revision, subsequent changes)
Changes to this policy are subject to board approval, and should be proposed either on the talk page or the Engine room
All Board members are required to sign this code of conduct. The Chair is responsible for monitoring compliance with this Code and escalating any issues arising.

Approval history:

12 December 2015 - Approval (approved revision)

This code of conduct applies to Wikimedia UK (WMUK) trustees.

All Wikimedia WMUK trustees must, on taking office, confirm in writing their acceptance of this code.

Nolan Principles

I accept and will comply with the seven general Nolan Principles of Public Life, as set out below, and also the bulletted WMUK-specific terms:

Selflessness

Holders of public office should act solely in terms of the public interest.

  • I understand that I have a duty to act in the best interests of WMUK as a whole. I will do what I and my fellow trustees (and no one else) decide will best enable WMUK to carry out its charitable objects for the public benefit. I will uphold the legal and operational independence of WMUK as a charitable organisation, and will not permit any external party to direct the charity's policies or activities.

Integrity

Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

  • I will at all times act to preserve public confidence in WMUK and will avoid both actual impropriety and any appearance of improper behaviour. I will not place myself under any financial or other obligation to individuals or organisations that might seek to influence me in the performance of my role as trustee. I will not gain nor seek to gain financial or other material benefits for myself, my family, my friends, or any organisation other than WMUK with whom I am associated, nor will I act to give cause for suspicion that I might be doing so. I will at all times comply with WMUK's conflict of interest policy. I recognise that conflict may be potential as well as actual, and I will handle potential or possible conflict with the same care as actual conflict. I will take a precautionary approach to disclosing and handling conflict, bearing in mind its importance in maintaining the reputation of WMUK.

Objectivity

Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

  • In carrying out my role, I will seek to ensure that all decisions are made objectively and solely on merit. I will obtain expert advice where appropriate. I understand that my trusteeship is personal and that I must not seek to act as a representative of any group.

Accountability

Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

  • I understand that I am accountable for my decisions and actions, and I agree to submit myself to appropriate scrutiny by the public, the Wikimedia community, the charity's membership, funders and service users.

Openness

Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

  • I will be as transparent and open as possible consistent with WMUK's commitments to transparency. I will take into account at all times WMUK's published approach to transparency. I will respect organisational, board and individual confidentiality, while never using confidentiality as an excuse to hide matters that should under WMUK's policies be transparent and open.

Honesty

Holders of public office should be truthful.

  • I will use WMUK’s resources responsibly, and when claiming expenses will do so honestly and in line with WMUK procedures and policies.

Leadership

Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs.

  • I will seek to lead by example, and I will:
    • respect and uphold the vision, values and mission of WMUK, and will use any skills or knowledge I have to further its mission
    • abide by the policies and procedures of WMUK
    • recognise that the contribution of volunteers is central to the activity of the organisation, and will value, encourage, involve and engage volunteers
    • promote an open approach to learning and knowledge and the value of free and open licences
    • seek to have respectful and professional working relationships internally and externally, while being ready to challenge poor behaviour
    • avoid bringing WMUK into disrepute.

General duties as charity trustee

As a charity trustee I will:

  • ensure that WMUK carries out its charitable objects for the public benefit, and for no other purpose
  • comply with WMUK's governing documents and the law
  • act in WMUK's best interests
  • manage WMUK's resources responsibly
  • act with reasonable care and skill
  • ensure that WMUK is accountable.

Additional WMUK-specific requirements

Trustee engagement

I will be an active trustee, making my skills, experience and knowledge available to WMUK and seeking to do what additional work I can outside trustee meetings, including contributing to committees or working groups where possible.

I will develop and maintain a sound and up-to-date knowledge of WMUK, its constitution and relevant policies and procedures. This will include an understanding of how WMUK operates, the social, technical, legal, political and economic environment in which it operates, and the nature and extent of its work.

I will attend all appropriate meetings and other appointments at WMUK or give apologies. If I find that I cannot deal with business on a regular basis, or will be unavailable to attend meetings for a period of six months or more, I will stand down from the board.

I will do my utmost to prepare fully for all meetings and work for the organisation, including reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time. I will participate in decision-making processes that take place between meetings, including those via email or telephone.

I will actively engage in discussion, debate and voting in meetings. I will contribute in a considered and constructive way, listen carefully, challenge sensitively, and seek to avoid conflict.

I will participate in collective decision making, will accept majority decisions of the board, and will not act individually unless specifically authorised to do so.

While I am a trustee I will keep my membership of WMUK up to date.

Governance

I accept my personal responsibility for ensuring that WMUK is well run and understand that I cannot abnegate that responsibility to others, including to my fellow trustees. I will raise issues and questions in an appropriate and sensitive way to ensure that this is the case. I understand that the role of the board is primarily strategic and that of the chief executive is primarily operational.

I will actively contribute towards improving WMUK governance, participating in induction and training and sharing ideas for improvement with the board. I will help to identify good candidates for trusteeship, and will with the agreement of the board encourage suitable candidates to put themselves forward for election.

Relations with others

I will endeavour to work considerately and respectfully with all those I come into contact with at WMUK, and will seek to avoid giving offence. I will seek to provide support and encouragement. I will respect and encourage diversity.

I recognise that the roles of trustees, volunteers and staff of WMUK are different, and I will respect the difference between these roles. I will respect the role of the chief executive to lead in operational matters, and the role of the chair to be the primary point of contact via the chief executive with the staff. Where I also volunteer with the organisation I will maintain a clear and public separation between my role as trustee and my role as volunteer.

Any public comments I make about WMUK will be considered and in line with organisational policy, whether I make them as an individual or as a trustee.

Eligibility

I confirm that I am legally eligible to act as a WMUK director and trustee. I confirm that I:

  • am not disqualified to act as a company director
  • do not have an unspent conviction for an offence involving dishonesty or deception (such as fraud)
  • am not an undischarged bankrupt (or subject to sequestration in Scotland), nor do I have a current composition or arrangement including an individual voluntary arrangement (IVA) with my creditors
  • have not been removed as a company director or charity trustee because of misconduct or mismanagement.

If I become ineligible after appointment, or there is a real possibility that I may become so, I will immediately inform the chair and if requested will promptly stand down as a trustee.

Breaches of this code

I understand that any significant breach of this code may result in my being asked to resign from the board or being ejected. In the event that the board resolves by majority decision to seek my resignation, I will offer it forthwith. In the event that the board resolves by majority decision to eject me, I will accept its decision without question.

I understand that in any such event the board will, where it is in the interests of WMUK to do so, seek to provide advance notice of any resolution to ask for my resignation or to eject me, and that I will have a right to be heard. In the event that it is not possible to provide advance notice, or where advance notice would not be in the interests of WMUK, I understand that I will have a right to be heard retrospectively and to argue that any decision should be rescinded.

I understand that while trustees/directors acting competently and in good faith are not normally exposed to personal liability, there are circumstances in which the court may hold a trustee personally liable, including:

  • breach of trust under charity law - for example spending the charity's funds on an activity which is outside its legal objects, holding unreasonably speculative investments, engaging in non-permitted political activities
  • breach of fiduciary and statutory duties - for example using the charity's assets to procure a benefit for a trustee, or making a loan to a trustee
  • wrongful trading - continuing to trade where the board knew, or ought to have known, that the company is insolvent
  • fraudulent trading
  • acting as a company director when disqualified
  • failure to comply with certain statutory requirements - for example in areas such as health & safety, data protection, trade descriptions, some employment laws.

Departure from the Board

I confirm that after I have left the board, for whatever reason, I will continue to respect organisational, board and individual confidences that I acquired during my trusteeship. I understand that the terms of this agreement that relate to confidentiality will continue to remain in effect even after I cease to be an active signatory.

If I wish to cease being a trustee of WMUK at any time, I will inform the chair in advance in writing, stating my reasons.

Current signatories

Trustees are asked to digitally sign the code, below. Alternatively trustees can physically sign a printed version of the code that will be stored at the Office.

Signatories of previous versions of the code

The following trustees and past trustees signed a previous version of this code, and some signed several. For details, see the page history.

  • Michael Maggs, Chris Keating, Greyham Dawes, Carol Campbell, Kate West, Josie Fraser, Padmini Ray Murray, Saad Choudri, Alastair McCapra, Simon Knight, Gill Hamilton, Joseph Seddon, Doug Taylor, Nick Poole, Joscelyn Upendran, Roger Bamkin, John Byrne, Ashley Van Haeften, Mike Peel.

See also