The trust that must exist between affiliated members and the Board of Directors requires that Board members conduct themselves in a way that is beyond reproach and that they exercise their judgment in a way that is informed, objective and responsible.
The purpose of this code is to establish the rules of conduct for the members of the Board of directors among themselves and before their constituents. Each member of the Board must conform to the code.
The Chairman of the Board is responsible for applying this code and must ensure that it is divulged and respected.
Board members must act at all times in the best interest of the County. They must respect the articles and rules as well as all the policies and procedures that are in effect.
They must use their knowledge, abilities and experience in such a way as to fulfil appropriately their role.
They must act prudently, diligently and honestly and show loyalty and competence, as any reasonable person would do.
Impartiality and Equity
Decisions made by the directors must be impartial and equitable. Neither directors nor those who are closely related to them must receive any benefit from their decisions.
Directors must participate actively and assiduously in Board meetings.
Directors must not disavow a Board decision, even after their term. They must respect and uphold the decisions made under their governance.
Directors must act with respect in their exchanges and communications. They must avoid any form of discrimination or harassment.
They must show consideration to others, in their words and in their actions.
Directors must adopt an attitude of reserve and restraint in the public expression of their opinions.
They must not use information obtained in the exercise of their office in their own interest or in the interest of a third party.
They must respect normally recognised standards of confidentiality.
They must reveal any information or fact when they know that this information might have an impact on decision-making.
Conflict of interest
Directors must avoid any type of abuse of power. They must also avoid any type of conflict of interest and declare such conflicts, when applicable. They refrain from voting when a decision touches their interests or those of people closely related to them.
Directors must also reveal any conflicts of interest that they are aware of that touch other directors.
Directors may not solicit or accept any direct or indirect benefit from a person or a company which does business with the County.
Excluding the County Secretary, Directors receive no salary or other financial benefit except for the reimbursement of expenses incurred in the exercise of their functions as directors.
After they have completed their term
At the end of his or her term, a director may not contravene this code. He or she must maintain prudent, diligent, discreet and honest attitudes toward the County. He or she must avoid tarnishing the reputation of the County or of any person working there.
If a director contravenes this code, the Chairman may ask the Board to study the contravention. The Board then must decide on the measures to be taken during an in-camera meeting.