This code of conduct provides trustees with guidelines as to the standards and behaviours that South Downs Leisure (SDL) expects from the board of trustees (individually and collectively) when acting on behalf of, or representing, the Trust.

Why we have a code of conduct
The board of SDL has ultimate responsibility for all actions carried out by staff and committees throughout the Trust’s activities. This responsibility includes the stewardship of resources and the provision of services and activities to the community. The board of trustees is therefore determined to ensure the organisation inspires confidence and trust amongst its beneficiaries, members, staff, partners, supporters, funders and suppliers by demonstrating integrity and avoiding any potential or real situations of undue bias or influence in the decision-making of the Trust and in dealings with staff and volunteers.

SDL’s Articles of Association makes provision for the appointment of trustees, practice and procedure of trustee decision-making, tenure of office and ultimately the removal of trustees. This code of conduct complements SDL’s governing document.

Appointment and tenure
The board of trustees comprises at least three and no more than eleven individuals of which up to two may be nominated by the Local Authority, up to one may be an Employee Trustee and up to eight may be Community Trustees providing that Community Trustees shall at all times be in the majority. The board of trustees should represent the interests of all the Trust’s stakeholders. The trustee owes his/her duty to SDL and not to any individual, organisation or constituency that appointed them.

Induction and training
In order for trustees to be effective in performing their legal duties and responsibilities, it is essential that individual trustees, and the board as a whole, are aware of the nature of the work of SDL and its operating environment including the roles of staff. In order to prepare and support trustees, SDL will provide a comprehensive induction and ongoing development opportunities. Individual trustees are invited to speak to the chairman about any further information or training needs.

Role and function of trustees
The Trust will provide trustees with guidance outlining their specific role and responsibilities. In fulfilling their general roles and responsibilities individual trustees must:

  • adhere to the Trust’s rules and policies, including the governing document, any standing orders and bye-laws, and support its charitable objects
  • act in the best interests of the Trust at all times, taking professional advice where necessary
  • contribute to the work of the board of trustees in order for it to fulfil its role and functions as defined in the governing document and legislation
  • recognise that their role is a collective one and that any task or function delegated to an individual trustee or trustee committee does not relieve the other trustees of the responsibility for that task or function
  • support and assist the chief executive, where applicable.

Conflicts of interest
The board of trustees has a legal obligation to act in the best interests of SDL, and in accordance with the Trust’s Articles of Association, and to avoid situations where there may be a potential, real or perceived, conflict of interest.

Trustees should not exert any influence to garner any benefit or preferential treatment for themselves or their family, or other connected persons or organisations (refer to conflict of interest policy). Trustees should be aware of, and act in accordance with, the Trust’s policy and procedures on identifying and managing conflicts of interest.

Upon appointment, and at least annually, trustees are required to complete a declaration of interest form. This document must be updated when a material change occurs. A register of interests will be maintained by the Finance Director and will be made available to the public, in line with the Trust’s conflicts of interest policy.

Failure by a trustee to declare an interest, real or perceived, could result in the complaints process being instigated by the Trust. Depending on the circumstances and severity of the conflict, this may result in the trustee being removed from office in accordance with the Trust’s Articles of Association.

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 seven principles of public life promulgated by the Nolan Committee and all trustees are expected to perform their duties in accordance with them. The seven principles are:

  • selflessness
  • integrity
  • objectivity
  • accountability
  • openness
  • honesty
  • leadership

In addition, the Trust requires trustees to perform their duties in accordance with the vision, mission and values of the organisation. Trustees are encouraged to:

  • value fellow trustees, even when there are differences in opinion
  • adhere to the Trust’s meeting etiquette
  • trustees should treat SDL’s directors, other employees and fellow trustees with respect and in accordance with the Trust’s policies.
  • be mindful of conduct which could be deemed to be unfair or discriminatory
  • conduct themselves in a manner which reflects positively on the Trust when attending external meetings or any other events.

All trustees are expected to understand, agree and promote the Trust’s equal opportunities policy in every area of their work. The board’s activities should not prejudice any part of the community on the grounds of age, disability, gender, gender reassignment, pregnancy and maternity, race, nationality, religion or belief, or sexual orientation. Any actual or perceived prejudicial action, views or comments shall be investigated and dealt with in line with the complaints procedure and could result in the trustee being removed from office.

Stakeholder engagement
Trustees are accountable to a range of interested parties for their actions and as such decision-making and governance issues should be as transparent as possible, except for when confidentiality is required or there is likely to be a breach of the Trust’s data protection policy.

In order to demonstrate their accountability to the Trust’s wider community and the Charity Commission, trustees are encouraged to attend events and provide opportunities to meet, talk and listen to users of the facilities, partner organisations and the public, in order to best understand their views and concerns.

Trustees should be fully aware of their representative functions and should not become personally involved in those operational matters that should rightly be handled by the appropriate member of staff or other designated person as detailed in the Trust’s policy. Trustees are advised to act as a conduit for forwarding public comments and concerns to the appropriate staff member, when presented with a complaint a user or member of the general public.

Visiting Trust premises
In fulfilling their core duties and responsibilities, trustees will be expected to visit Trust facilities. For activities other than attending board or committee meetings, trustees are requested to follow the procedure below:

  • for group visits, arrangements will be discussed and agreed between the chairman and appropriate senior manager, in liaison with appropriate staff
  • for individual visits, the trustee should speak directly to the appropriate senior manager.

The Trust will make every effort to accommodate the request of the trustee, but may not always be able to agree to specific dates, times or site visits.

Personal visits to Trust facilities, or volunteer activity or participation in events that is not related to the trustee role is not covered by this procedure but trustees must abide by the rules of the facility/event.

The position of trustee is unremunerated, though reasonable out-of-pocket expenses are paid.
Trustees must not receive any financial or non-financial benefit that is not explicitly authorised by the Articles of Association or the Charity Commission.

Trustees have a responsibility to attend meetings of the board. When this is not possible they should submit an apology to the chairman in advance of the meeting. Trustees are expected to attend for the duration of each meeting.

Absence from more than 50% of board of trustee meetings in any calendar year could result in the individual trustee being removed from office, in accordance with SDL’s Articles of Association.
If a trustee wants to submit an item for inclusion in the board’s agenda, they should forward their request to the chairman at least 14 working days before the meeting. Late items of an urgent nature may be added to the list of any other business, at the discretion of the chairman.

Meetings of the board shall be held in private, and in accordance with SDL’s meeting etiquette. The board of trustees may decide to invite named staff and other individuals to all or part of a meeting to discuss a particular item. All due consideration will be given to ensure that any confidential or sensitive items remain as such. Such invitations will be agreed by the chairman and facilitated by the chief executive.

A mediation process is available to the board, and individual trustees, for use when there has been a breakdown of communication or trust between the trustees and Trust management. Further information should be requested from the chairman or company secretary. Before the mediation process is instigated, the chairman and complainant should have met in an attempt to resolve the matter.

All trustees are required to respect the confidentiality of the information they are exposed to as a result of their membership of the board of trustees. All trustees, when dealing with difficult and confidential issues, are required to act with discretion and care in the performance of their role.
Trustees should only speak to the media with the express permission of the chairman following discussion with the chief executive. In situations concerning potential whistleblowing matters, trustees are encouraged to adhere to the Trust’s whistleblowing policy to resolve the matter, in the first instance.
Any allegations of breaches of confidentiality will be investigated under the complaints policy and could result in the removal of any trustee involved in such a breach, in accordance with the Articles of Association.

Ceasing to be a trustee
Trustees must continue to comply with the qualifications required to hold a trustee position throughout their period of tenure. Any changes that would render the trustee ineligible to serve must be forwarded to the company secretary.

As previously mentioned, failure to attend [three] [four] [six] consecutive meetings will result in the trustee being deemed to have resigned their position unless the grounds for absence are deemed to be satisfactory by the board of trustees. An appeals process is available for trustees wishing to challenge such decisions.

Trustees may resign their office ahead of their three-year tenure by writing to the chairman. Depending on the reasons and circumstances of the resignation, the chairman may decide to formally record those particulars in the minutes of the next board meeting.
The confidentiality requirements referred to above continue to apply after the trustee leaves office.

Code non-compliance
In addition to this code of conduct, a complaints policy operates to cover allegations made against trustees that appear to breach the spirit of the code or specific conditions of service. Ideally any penalties for non-compliance would never need to be applied.

Non-compliance with the code of conduct may result in action being taken as follows:

  • where misconduct takes place, the chairman or vice-chairman may be authorised to take such action as may be immediately required, including the exclusion of the person concerned from a meeting
  • where such misconduct is alleged, it shall be open to the board of trustees to decide, by simple majority of those in attendance, to lay a formal charge of misconduct. In such instances it will be the responsibility of the Board to:
    • inform the trustee in writing of the nature of the allegation of the breach, detailing the specific action or behaviour considered to be detrimental to the Trust, and inviting and considering their response within a defined timescale
    • inviting the trustee to address the board in person if the matter cannot be resolved satisfactorily through correspondence
    • deciding, by simple majority of those present and voting, whether to uphold the charge of the breach and conduct detrimental to the Trust
    • impose such sanctions as shall be deemed appropriate. Sanctions will range from the issuing of a written warning as to the trustee’s future conduct and consequences, and the removal of the trustee from office
    • where the board cannot agree on a course of action in a situation that is deemed detrimental to the Trust, the Trust has the power to remove the trustee.

This Code of Conduct was adopted by the SDL Board at its meeting on 23rd March 2015