Introduction

The Code of Conduct sets out the standards and behaviour in no order of priority, expected by the Society from the Board of Trustees (individually and collectively) when acting on behalf of or representing the charity. It is not a list of the legal duties. The Board is determined to ensure the organisation inspires confidence and trust amongst its beneficiaries, volunteers, members, staff, supporters and partners. It will do this by demonstrating individual and collective integrity.

Trustees are expected to conduct themselves with absolute professionalism and to act in the charities best interests. Trustees are bound to this code of conduct as it has been adopted as policy through our decision making process.

This Code of Conduct is in addition to, not instead of, the Event Code of Conduct that is available on the Society website. The Event Code of Conduct covers unacceptable behaviour, expected behaviour, and reporting incidents. This code will not cover these aspects again but rather add additional expectations that relate specifically to the trustees. Either or both codes should be used for an event, a committee, a subgroup, a working group or a SIG etc that is affiliated to the Society. This code has borrowed heavily from two established CoCs: the NCVO and the NCT (links below for reference in Appendix A). The process for reporting breaches in the code of conduct is described in the Complaints and Grievances policy.

Standards of Conduct 

Trustees are required to adhere to the highest standards of conduct in the performance of their duties. This code of conduct respects and endorses the principles of good governance in the Charity Governance Code 2017, and incorporates the seven principles of public life (the ‘Nolan Principles’):

1. Selflessness – The Society trustees should act solely in terms of the community and public interest.
2. Integrity – Trustees must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They must declare and resolve any interests and relationships.
3. Objectivity – Trustees must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.
4. Accountability – Everything the Society does will be able to stand the test of scrutiny by the public, the media, the Charity Commission, members, stakeholders, funders, parliament and the courts.
5. Openness – The Society strives to maintain an atmosphere of openness throughout the organisation to promote confidence of the public, stakeholders, staff and charity regulators.
6. Honesty – Trustees should be truthful.
7. Leadership – Trustees 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.

(The Nolan Principles of conduct in public life apply to the conduct of individual trustees as opposed to the Charity Governance Code principles, which apply to governance of the whole charity. See https://www.gov.uk/government/publications/the-7-principles-of-public-life/the-7-principles-of-public-life–2)

Promoting a Positive Board Culture 

• I will seek to promote a Board culture which is open, inclusive and respectful of diversity in all of its forms and abide by the Society’s EDI Policy.
• I will follow the Event Code of Conduct when interacting with other trustees, particularly the sections concerning ‘Expected Behaviour’ and ‘Unacceptable behaviour’.
• I agree to not break the law, go against charity regulations or act in disregard of organisational policies in my relationships with fellow trustees, volunteers, members, or anyone I come into contact with in my role as trustee.
• I will work constructively and respectfully with fellow Trustees, staff, volunteers, members and others within the Charity.
• I will never allow personal differences to undermine the charity’s progress and never encourage or engage in factional disputes or internal politicking which:
  • impedes the work of the Board, 
  • impedes collective decision-making or responsibility;
• I will respect and support the leadership roles of the President, the Vice-President, the Treasurer and Secretary and any other staff and volunteers having responsibility for any aspect of the charity’s work.
• I understand that it is not my responsibility to represent the interests or views of any particular stakeholder group at Board but that my duty is to the charity as a whole and its beneficiaries.
• I hold myself accountable to the charity’s beneficiaries, to my fellow Trustees, to the members of the charity, to regulatory authorities, and to the public.

Law, Mission, Policies

• I agree to not break the law or go against charity regulations in any aspect of my role as trustee.
• I agree to support the objectives and mission of the Society of Research Software Engineering as stated in the Society constitution document and act as their guardian and champion.
• I agree to ensure that everything the charity does helps (or is intended to help) to achieve the purposes for which it is set up, i.e. To meet our charitable objectives.
• I will develop and maintain an up-to-date knowledge of the Society of Research Software Engineering and its external environment.
• I agree to act within the governing documents of the Society of Research Software Engineering and abide by the policies and procedures of the organisation. It is my responsibility to read thoroughly and understand the policies and procedures of the charity and keep up-to-date with any changes. If I don’t understand any policies and procedures, I will arrange to speak directly with the President or Vice-President.

Enhancing Governance

• I will participate in induction, training and development activities for trustees.
• I will continually seek ways to improve board governance practice.
• I will strive to identify good candidates for trusteeship and appoint new trustees on the basis of merit in circumstances where trustees are to be directly appointed.
• I will support the President in their efforts to improve their leadership skills and, with my fellow board members, seek development opportunities for them.

Collective Decision-Making

• I understand that I have a legal duty to participate in the decision making process known as ‘Collective decision-making’. This does not usually mean that the trustees must all agree or that a decision can only be made if every trustee takes part. The decision making process is outlined in our constitution.  
• I understand and abide by the legal duty that once a decision has been made, trustees must support and carry out that decision. An absent trustee will still share responsibility for the decision that the other trustees made and if a trustee asks for their disagreement with a decision to be recorded, they are still, under the principle of collective decision-making, held jointly responsible [1]. 
• I will seek to inform myself about the views of stakeholders including beneficiaries, staff, practitioners, volunteers and members, and to consider them when making decisions;

Collective Responsibility

• I accept collective responsibility for all areas of the Board’s work and will inform myself about issues which are unfamiliar to me, in the clear understanding that there is no such thing as a ‘single issue Trustee’. (A ‘single issue trustee’ is a trustee who is only interested in one initiative or goal and ignores all other activity).
• I will engage fully and constructively in collective decision-making of the Board, asking questions and expressing any reservations or disagreement openly and honestly.
• I understand that whilst I am entitled to abstain from voting, or to have my opposition to a decision recorded formally in the meeting notes, as a Trustee I am still bound by collective responsibility even for a Board decision with which I do not agree, or from which I was absent [1].
• I will respect, support and carry out decisions made collectively or by Board majority, and will resign if I am not prepared to accept collective responsibility for such a decision.
• I agree to privately speak to the President, in the first instance, if I am unsure or concerned about any aspect of my role, the work of the Board or Charity; or to the Vice-President if more appropriate. Following the Complaints and Grievances Policy, alternative trustees are available in a set order.

Respect Confidentiality

• I will respect confidentiality on any matter, even after leaving the office of trustee, and respect and never undermine planned communications.
• I understand that Board confidentiality should not restrict genuine whistle blowing, with respect to which any concerns should be reported to the relevant authority only after all internal avenues have been exhausted i.e. the Complaints and Grievances policy. More guidance on whistle blowing from the Charity Commission.

Protecting the Reputation of the Society of RSE

• I agree to uphold the public reputation of the charity and those who work in it, including holding ultimate and absolute responsibility for the charity’s brand, even if licensed to other entities. 
• I agree to not make official statements about the organisation unless authorised to do so, including as constituting part of an assigned role, by the board of trustees. Any official statements that I make outside of the board about the Society of Research Software Engineering must be considered and in line with organisational policy, whether I make them as an individual or as a trustee. 
• I agree to respect organisational, board of trustees and individual confidentiality.
• I agree to conduct myself in public and in public forums (including any personal social media accounts) in such a way as to uphold the charity’s and the Board’s good reputation, even after leaving the office of trustee, and especially with regard to matters that may reasonably be deemed contentious or having been discussed in closed session.
• When speaking as a private citizen I will strive to uphold the reputation of the organisation and those who work in it.

Trustee Meetings 

• I accept my responsibility to ensure that the Society of Research Software Engineering is well run and raise issues and questions in an appropriate and sensitive way to ensure that this is the case.
• I will abide by board governance procedures and practices.
• I am expected to attend all trustee meetings, giving apologies ahead of time to the Secretary if I am unable to attend.
• I am expected to study the agenda and other information sent to me in good time prior to the meeting (even if I am unable to attend in person) and be prepared to debate and vote on agenda items during the meeting (or where unable to attend, by passing comments and votes to the secretary ahead of time). 
• I am expected to review all internal meeting minutes, the public decision log and public minutes and raise any objections to these at the start of the next meeting.
• I am expected to engage in discussions and voting in meetings according to procedure, maintaining a respectful attitude toward the opinions of others while making my voice heard.
• I agree to maintain confidentiality about the proceedings in the trustee board meetings unless authorised by the board of trustees to speak of it.
• I will honour the authority of the chair and respect their role as meeting leader.
• I will strive to embody the principles of leadership in all my actions and live up to the trust placed in me by the Society of Research Software Engineering.
• I will accept a majority board vote on an issue as decisive and final.

Conflicts of Interest 

• I will abide by the Society’s Conflict of Interest policy. 

Personal Gain

• I will not personally gain materially or financially from my role as trustee, unless specifically authorised to do so, nor will I permit other trustees to do so as a result of my actions or negligence.
• I will use organisational resources responsibly. I will document expenses and seek reimbursement according to procedure.
• I will not accept gifts or hospitality without the prior consent of the President and all gifts and hospitality must be logged in a timely manner in the ‘Gifts and Hospitality’ log.

Leaving the Board of Trustees

• I understand that any substantial breach of any part of this code may result in a formal complaint through the Complaints and Grievances Policy and may ultimately result in my removal from the trustee board. 
• Should I resign from the board of trustees I agree to inform the President of the Society in advance in writing, stating my reasons for resigning. Additionally, I understand that I may participate in an exit interview if I so wish. The exit interview would be carried out by the Present, Vice-President and a trustee of your choice. 
• I agree to abide by the Complaints and Grievances Policy.

Active Support of this Code of Conduct

Should I believe that a Trustee is, or that multiple Trustees are, acting inappropriately or in breach of this code of conduct, I will lodge a complaint or grievance as outlined in the Complaints and Grievances Policy outlined below. I will respect and uphold the Board’s final decision following a hearing and consideration of all available evidence.

Breaches of this Code

All breaches of this code will be dealt with according to the Complaints and Grievances Policy.

References

[1] It’s your decision: charity trustees and decision making – https://www.gov.uk/government/publications/its-your-decision-charity-trustees-and-decision-making/its-your-decision-charity-trustees-and-decision-making

Other sources:
NCVO Trustee Code of Conduct – https://knowhow.ncvo.org.uk/tools-resources/board-basics/model-documents-and-templates/code-of-conduct 
NCT Trustee Code of Conduct – https://www.nct.org.uk/sites/default/files/related_documents/2017%20Trustee%20Code%20of%20Conduct.pdf