Board Code of Conduct

Board Code of Conduct - Intech Credit Union

1. Conflict of Interest
It is part of this Code of Conduct that a Director declares any conflict of interest they may have with the Credit Union before making decisions.
It is also a part of this Code that a director absents themselves from decisions as well as deliberations being reviewed or decided by the Board in which they have a conflict of interest unless the Board has resolved that the conflict is acceptable.
There are legislative requirements in relation to a conflict of interest and this policy is taken to provide a further reminder to the Directors and Board of their obligations.

2. Acting Properly
It is part of this Code of Conduct that a Director acts properly in exercising their duty in making decisions for and on behalf of the Credit Union.

A Director should act properly by:
  • acting honestly, in good faith and in the interests of the Credit Union;
  • acting ethically;
  • acting with regard to the spirit as well as the detail of the law;
  • acting with proper regard to relevant considerations in making decisions, and to take all reasonable steps to be satisfied to the soundness of all decisions taken by the Board;
  • maintaining the confidentiality of information of the Credit Union
  • not taking improper advantage of their information and position;
  • taking reasonable steps to remain independent in judgement and actions;
  • notifying the Credit Union of matters that might make them ineligible to remain a Director;
  • avoiding conflicts of interest.

3. Employing Powers
It is part of this Code of Conduct that a Director employs the powers granted upon them for the purposes for which those powers have been granted and in the interests of the Credit Union.

4. Duty not to Fetter Discretions
It is part of this Code of Conduct that Directors and the Board do not fetter their powers and discretions so as to ensure the Credit Union is properly governed and that adequate consideration is given to decisions.
In particular, it is a part of this Code that the Board does not delegate decision making powers to Committees and that the Directors and the Board should review recommendations made by Committees appropriately.
This element of the Code applies to decisions that would limit the Directors and Boards ability to make decisions in the future.

5. Appropriate Standard of Care and Diligence
Directors and the Board should apply an appropriate standard of care and diligence in making decisions.
The Board can create and empower such Committees as it thinks fit to explore issues more completely before making decisions but should always review and consider for approval any such committee recommendations.

6. Failure to Comply with this Code
Where any Director fails to comply with this Code the Board can review any such failure directly and or elect to seek advice from its lawyers on the consequences of the failure.
If the Board considers a Director has been in breach of this policy, the director shall be notified of the breach on their part by the Board in writing.
Where a Director disagrees with a notice pursuant to this section of the Code, they are entitled to seek independent legal assistance.
The Board may elect to make reasonable contribution to any legal costs incurred by the Director who disagrees with such a notice so as to assist a Director considered to be in contravention with the code.

7. Further Sanction
Where a Director has contravened this policy the Board may vote to ask the Director to resign. The Board shall have regard to due process above before taking this step.