Code of conduct template

(adapted from Codes of Conduct for Trustees by Charity Trustee Networks, UK)

This template should be adapted for your organisation by filling in the name of your oganisation where appropriate and customising it as indicated.


It is the responsibility of board members to:

1. Act within the governing document and the law – being aware of the contents of the organisation’s governing document and the law as it applies to [NAME OF ORGANISATION].

Specify the type of governing document (e.g. Memorandum and Articles of Association, Constitution) and where it may be found.

2. Act in the best interests of [NAME OF ORGANISATION] as a whole – considering what is best for the organisation and its beneficiaries.

3. Act independently in a personal capacity and not as the representative of any other group.

Note that some board members may be nominated by another body and if this is the case it is important to be clear that they are not representing that body on the board.

4. Manage conflicts of interest effectively by abiding by [NAME OF ORGANISATION]’s conflict of interests policy.

Specify where this may be found.

5. Respect confidentiality – understanding what confidentiality means in practice for [NAME OF ORGANISATION], its board and the individuals involved with it.

Specify what it means to respect confidentiality in practical terms within your organisation, particularly in relation to board meetings.

6. Attend meetings and other appointments on time or give apologies

Some governing documents state that board members may be removed if they miss a certain number of board meetings. If this is the case in your organisation it could be stated here, making sure that the code of conduct accurately reflects the provisions of the governing documents.

7. Prepare fully for board meetings – reading papers, querying anything you don’t understand and thinking through issues in good time before meetings.

8. Actively engage in discussion, debate and voting in meetings – contributing positively, listening carefully, challenging sensitively and avoiding conflict.

Specify any other behaviour at meetings that you would like to encourage or discourage.

9. Act jointly and accept a majority decision – making decisions collectively, standing by them and not acting individually unless specifically authorised to do so.

Specify what is meant by standing by board decisions within your organisation.

9. Work considerately and respectfully with all – respecting diversity, different roles and boundaries, and avoiding giving offence.

Give examples of behaviour that might offend or disrespect boundaries within your organisation if necessary. This is particularly important in relation to the boundaries between staff and board.

10. Work to protect the good name of [NAME OF ORGANISATION] – avoiding bringing the organisation into disrepute.

Give some examples of what might constitute bringing your organisation into disrepute.

11. Consider any other behaviour that you might wish to encourage or discourage within your organisation.

One example might be the acceptance of gifts and hospitality and this is an area where your organisation should have a policy.

Board members are expected to honour the content and spirit of this code. I understand that if I fail to abide by this code of conduct I may be asked to resign by the board.

Signed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .