Board Members’ Code of Practice
ARB has a responsibility to ensure the effective discharge of its duties.
Guidance on the role of ARB, the role of its members and good practice in undertaking this role can be found in three main sources: the Act; other legislation relevant to the Board; and in the publications of the Committee on Standards in Public Life and related organisations. There will also be expectations vis-à-vis a Board members’ role set out in the Framework Agreement. This Code of Practice has been developed from the information contained in these documents and is addressed to members of the Board. It is essential that members take care to understand and follow the spirit of the Code.
5.2 Corporate Responsibilities
The Board must ensure that high standards of corporate management and governance are maintained in the conduct of all its business. As a public corporation, ARB recognises that it must comply with all relevant legislation and good practice guidance, including the Partnerships with Arm’s Length Bodies: Code of Good Practice, as well as the Framework Agreement. The Board fully accepts and adopts the underlying principles set out below.
5.3 Individual Responsibilities
Members share in the corporate responsibility of ARB and should therefore conduct themselves in a manner that supports its role. The Cabinet Office describes ‘corporate responsibility’ as supporting a decision of a Board once a decision has been made. All members must follow the underlying principles set out below and comply with the Code. In exercising the powers of the Board, members accept certain responsibilities and must recognise that the general principles of law and good practice applying to ARB will be directly relevant to their conduct as Board members. Board members share responsibility for the decisions of the Board or any Committee of the Board, and should support those decisions and cooperate in their implementation. Decisions which have been taken should stand, and where the decision necessitates it, actioned. If a member thinks it essential that a policy or decision should later be reconsidered, the Board member should seek to achieve this from within the Board by requesting the Board to timetable a re-consideration of that particular decision.
5.4 Principles Underlying the Code
Board members have a duty to act in the public interest in accordance with ARB’s statutory responsibilities.
Selflessness: Holders of public office should act solely in terms of the public interest.
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.
Objectivity: Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.
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.
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 do doing.
Honesty: Holders of public office should be truthful.
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.
5.5 Conduct of Board Members
ARB is governed by a Board. All members carry individual and corporate responsibility to the Board. All Board members bring their skills and experience to decision making and should contribute their views on the questions the Board has to consider, ensure that it is well informed and participate fully in its decision-making. A Board member has a duty to act in good faith and in the public interest.
During the conduct of ARB’s affairs, Board members might obtain privileged or confidential information relating to the Board, or to individuals, companies and universities. Board members are under an obligation to maintain confidentiality in relation to such information. Even in relation to matters which are not confidential, members should proceed with caution, as prematurely revealing information to those outside the Board (for example by email circulation) may cause harm to others or interfere with the prudent and efficient discharge of the Board’s business.
It is particularly important that members must not use information gained in the course of their work on the ARB Board for personal gain or to advance the interests of any particular group or sector, nor seek to use the opportunity of public service to promote their private interests. The principle of Selflessness in relation to conflicts of interest is discussed further below. Members must also be aware of the Board’s policy on matters to be discussed during the open and confidential sessions of Board meetings (see Appendix P).
5.5.3 Negligent Statements
Although any legal proceedings initiated by a third party are likely to be brought against the Board as a body, a Board member may be personally liable if they make a fraudulent or negligent statement which results in loss to a third party. A Board member who misuses information gained by virtue of their position may be liable for breach of confidence under the law applicable within the UK.
5.5.4 Representing ARB, media and political activity
Any contact with the media, government officials, politicians, other elected representatives, or related groups should follow ARB’s guidelines on representing ARB (see appendix T). These include how Board members should act when approached by others, including when invited to comment or speak at events.
When acting in a personal capacity, Board members are still asked to follow these guidelines if the audience could perceive their comments as in any way related to ARB. Board members should inform the Chair and/or the Chief Executive & Registrar before undertaking any significant personal political activity.
5.5.5 Dealing with the Wider Domain
ARB Board members may also need to articulate developments within the Board on matters of general principle to other audiences and may also wish, on occasion, to take soundings from others on matters which are being or may be discussed. In conducting such discussions, Board members must ensure that matters relating to discussions held in the confidential session of the Board meeting or any of its committees are not disclosed. Bearing in mind their corporate responsibilities, Board members must also make it clear to others in what capacity they are speaking, for example as an ARB Board member or in a non-Board capacity.
5.5.7 Behaviour to other Board Members
Board members should treat each other with courtesy, and endeavour to work together in a cooperative and collaborative manner, in good faith and in a spirit of mutual trust and respect.
It is hoped that disputes will not arise, but if they do, there is a complaints procedure which can be invoked.
5.5.8 Working with Staff
ARB Board members are responsible for the staff that the Board engages, and therefore should treat all members of staff with respect and courtesy. Not only is this an important requirement for any employer, it also helps ensure that staff carry out their work smoothly and efficiently in accordance with the Scheme of Decision Making without interference. A range of performance measures is available to enable the Board to hold the Executive to account for their performance and the performance of the staff.
5.6 Conflict of Interest
5.6.1 Public Duty and Private Interest
ARB Board members must avoid being in a position where there is, or might reasonably be perceived to be, a conflict between their personal interests and their duty as an ARB Board member. Where an ARB Board member has a connection with an individual or organisation with whom or which the ARB Board is dealing, or whose interests differ from those of the ARB Board, then the interest must be declared, and any potential conflict considered. It is a requirement for Board Members and all Independent Non-Executives to declare any interests where potential or perceived conflicts of interests could arise. This should cover current interests or future interests that may arise during their time as an ARB Board or Independent Non-Executive. There may be circumstances in which previous interests of Board or Independent Non-Executives should also be declared.
ARB Board members must not allow the impression to be created or exist that they are, or might be, using their position to promote private or personal interests, rather than promoting the general public interest. Direct and indirect financial and non-financial conflicts of interests must be declared according to the Policy in Appendix N. A declaration of interest may not always give rise to a conflict of interest but should still be listed if it may be relevant to ARB’s business or activities. Any concerns about whether or not to disclose an interest should be discussed with the Chair of the Board (or the relevant Committee) or the Chief Executive & Registrar, and the Governance team.
Board members must review the agenda before each meeting and provide their declarations of interest. All conflicts of interest or potential conflicts of interest must be declared at the beginning of the relevant meeting. The ARB Board concerned must then consider the key range of responses according to the Declarations and Conflicts of Interest Policy (Appendix N) and applied in accordance with the significance of the interest by the Chair (and/or the Chair of a Committee) and Chief Executive & Registrar, under advice from Director of Governance and International. Board members must adhere to the Declarations and Conflicts of Interest Policy in Appendix N.
ARB Board members must at all times avoid any occasion for perceived improper conduct in these respects.
5.6.2 Gifts and Hospitality
ARB Board members should not place themselves under any obligation to outside individuals or organisations that might influence them in the performance of their official duties or, just as importantly, that could give rise to a perception that they might be so influenced. ARB Board members should avoid accepting hospitality or gifts that might call into question their independence or impartiality.
ARB Board Members should disclose for publication any gift, hospitality or benefit received, or offered, either in their capacity as a Board member or connected with the performance of their duties. It is good practice to record gifts or hospitality irrespective of their value and a declaration must be made if the value of the gift or hospitality is £20 or more.
5.7 Register of Interests
Board members must provide details of any financial or professional interests that may be relevant to the work of ARB, including details of their financial and legal status, i.e., details regarding insolvency; criminal convictions or anything else that is inconsistent with the highest standards of professional conduct by completing an annual Register of Interest and declaration form. A copy of this form can be found at Appendix N to this Handbook. Not all interests listed in the Register may give rise to a conflict.
5.8 Insurance Declaration
Board members are obliged to complete an annual declaration as is required under the Board’s insurance policy.
ARB Board members must comply with the rules set by the Board regarding allowances and expenses.
5.10 Additional Appointments
ARB Board members who wish to accept an offer of new and/or additional employment or appointments during their term of office must inform the Chair and/or the Chief Executive & Registrar.
5.11 Acting Ultra Vires
It is a general principle of law that a body corporate can act only in accordance with the terms of its founding statute, charter or constitution. It follows from this that ARB Board members can exercise powers only insofar as these are expressed or reasonably implied by the Act itself. If the Board acts out with its powers, it is deemed to be ultra vires (literally, ‘beyond its power’).
A duty imposed on the Board by the Act cannot lawfully be delegated. If the Board is considering delegating any of its functions, it must ensure that it has the power to do so by seeking legal advice on the question and giving that advice proper consideration.
5.13 General Legal Provisions
In addition to the ultra vires rule, there are a number of areas in which the Board’s actions are affected by principles of law applicable to all bodies in the UK, whether or not created by statute.
5.14 Equality and Diversity
As a public body the Board and ARB are required to promote equality and diversity and avoid discrimination on grounds of the protected characteristics, is in line with the Equality Act 2010.
5.15 Freedom of Information Act
The Freedom of Information Act 2000 gives a general right of access to all types of recorded information held by public authorities, sets out exemptions from that right, and places a number of obligations on those authorities. Subject to any exemptions, anyone who makes a request to a public authority for information must be informed whether the public authority holds that information. If it does, that information must be supplied, subject to certain conditions.
Every public body is required to adopt and maintain a publication scheme, setting out how it will publish the different classes of information it holds. ARB’s publication scheme is posted on the website.
Board members creating documents or communicating by email or letter amongst themselves or with third parties on matters relating to ARB Board business for which they have been given responsibility by the ARB Board must ensure:
(a) that the document or communication does not contain information which is not held on the ARB Board’s behalf; and
(b) that it is marked as created on the ARB Board’s behalf; and
- that a copy of that communication is lodged with the relevant staff member so that it can be produced, if necessary, in response to a FOI request.
Board members should note that any communications on ARB Board business that are copied to the office will be subject to disclosure under the Freedom of Information Act and the Data Protection Act.
5.16 Data Protection Act 2018 and the General Data Protection Regulation (GDPR)
The General Data Protection Regulation (GDPR) came into force on 25 May 2018, replacing the EU Data Protection Directive and superseding the Data Protection Act 1998. It was transposed into UK law through the Data Protection Act 2018. The purpose of the GDPR is to protect the rights and freedoms of individuals and ensure that personal data is not processed without their knowledge, and wherever possible, that it is processed with their consent.
The GDPR sets out that personal data must be processed lawfully, collected only for legitimate purposes; limited to what is required, accurate and kept up to date; kept no longer than necessary; kept secure. There are significant penalties for breaching GDPR.
While Board members will have only limited access to personal data, they should nevertheless familiarise themselves with ARB’s Data Protection Policy (Appendix S), which sets out how ARB must process personal data and details individuals’ data protection responsibilities.
Under the legislation ARB must appoint a Data Protection Officer, who has responsibilities to act independently in order to endure legal compliance in respect of data processing. Any queries or concerns should be made directly to the Data Protection Officer.
5.17 Human Rights
The Human Rights Act 1988 came into force in the UK on 2 October 2002. Under the Act, it is unlawful for any organisation to act in a way that is incompatible with a Convention right. The “human rights” issue, along with any requirements under the diversity legislation, will have to be borne in mind by the Board when considering legislation, policies and procedures.
Further guidance and information on the Human Rights Act can be found at the Equality and Human Rights Commission (https://www.equalityhumanrights.com/en/human-rights/human-rights-act).
Any alleged breach of this Code by a member will be dealt with using the complaints procedure set out in Appendix M.
ARB maintains insurance policies to protect itself, its employees and Board members from claims arising from ARB business. As with all insurance policies, it is vital that there is complete transparency so as not to invalidate the policy in respect of any individual matter. It is therefore important that you immediately raise any incident that may give rise to a claim.
 Code of Conduct for Board Members of Public Bodies (Cabinet Office, June 2019)
 Code of Conduct for Board Members of Public Bodies (Cabinet Office, June 2019)