St James’s Hospital Board
Code of Conduct for Board Members
1. Intent and Scope
This Code of Conduct (the “Code”) for Board Members of the St James’s Hospital Board (the “Board”) has been drawn up pursuant to key sources including the Statutory Instrument establishing the Board (SI No. 187 of 1971 (as amended)), the Code of Practice for the Governance of State Bodies and the Ethics in Public Office Acts, 1995 and 2001.
The Board is committed to maintaining the highest standards of governance and best practices in relation to the activities, functions and dealings of the Board and St James’s Hospital (the “Hospital”).
The basic objectives of this Code are the:
- establishment of an agreed set of ethical principles;
- promotion and maintenance of confidence and trust; and
- prevention of development or acceptance of unethical practices.
Board members should act with integrity, which will require:
- Acting independently and in the best interests of the Hospital at all times, in a manner which does not damage or undermine the reputation of the Hospital.
- Disclosure by Board members of outside employment/business interests in conflict or in potential conflict with the activities and interests of the Hospital.
- Not placing themselves under any financial or other obligation to outside individuals or organisations that might seek to influence them in the performance of their duties and avoid actual impropriety and any appearance of improper behaviour.
- Not acting in order to gain financial or other benefits for themselves or for any persons connected to them such as their family, their friends, or any organisation that they own, manage or work for.
- Avoidance of the giving or receiving of gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make independent judgement on transactions relating to the Hospital. In any event, the Board may not accept a gift if the conditions attached by the donor to its acceptance are not consistent with the functions of the Board.
- Commitment to compete vigorously and energetically but also ethically and honestly.
- Ensuring that purchasing activities of goods/services are in accordance with best practice, including public procurement guidelines and other relevant circulars (as appropriate).
- Ensuring a culture of claiming expenses only as appropriate to Hospital needs and in accordance with good practice in the public sector generally. In any event, should a Board member need to reclaim any expense, s/he must do so in accordance with the Hospital’s “Travel – Staff Expenses Policy”.
- Ensuring that the Hospital’s financial statements (including the annual report) accurately reflect the Hospital’s performance and are not misleading or designed to be misleading.
- Non-use of the Hospital’s resources or time for personal gain, for the benefit of persons/organisations unconnected with the Hospital or its activities or for the benefit of competitors.
- Commitment not to acquire information or organisational secrets relating to the Hospital by improper means.
Board members should ensure that there is:
- Support by the Board, Executive Management Group and employees for the provision of access by the Hospital to general information relating to the Hospital’s activities in a way that is open and enhances its accountability to the general public.
- Respect for the confidentiality of sensitive information held by the Hospital. This would constitute material such as:
- Commercially sensitive information (including, but not limited to, future plans or details of major organisational or other changes such as restructuring);
- Personal information; and/or
- Information received in confidence by the Hospital.
- Observe appropriate prior consultation procedures with third parties where, exceptionally, it is proposed to release sensitive information in the public interest.
- Comply with relevant statutory provisions (e.g. Data Protection Acts, Freedom of Information Acts).
Board members should:
- Ensure that they maintain the confidentiality of all information obtained by virtue of their position, unless reporting to regulatory bodies is required in certain instances or as otherwise required by law.
- Not, during their term of office or thereafter, without the specific approval of the Board, or an officer authorised to act on behalf of the Board, disclose any information whatsoever relating to proceedings at Board meetings, or any other confidential information relating to the Hospital/Board or its activities, functions or transactions, other than to properly authorised persons, within or acting for the Hospital, or as required by law. This obligation does not extend to information which is validly and legally already in the public domain.
- Ensure that they do not retain any documentation obtained during their term and return such documentation to the Board Secretary or otherwise indicate to the Board Secretary that all such documentation has been disposed of in an appropriate manner. In the event that former Board members require access to Board papers from the time of their term on the Board, this can be facilitated by the Board Secretary.
Board members should ensure:
- That there is fulfilment of all regulatory and statutory obligations imposed on the Hospital.
- That there is compliance with detailed tendering and purchasing procedures, as well as compliance with prescribed levels of authority for sanctioning any relevant expenditure.
- The introduction of controls to prevent fraud including adequate controls to ensure compliance with prescribed procedures in relation to claiming of expenses for travel.
- They and employees co-operate with internal audit in the internal audit process.
- They use their reasonable endeavours to attend all Board meetings.
- They respect the authority of the Chairperson of the Board, and the Chairperson of any meeting and bring a fair and open-minded view to all discussions of the Board, maintain a respectful balance between speaking and listening, treating different views with respect, and ensuring that all decisions are made in the best interests of the Hospital.
- They conform with procedures laid down by the Board in relation to conflict of interest situations, including in regard to acceptance of positions following engagement by the Hospital that may give rise to the potential for conflicts of interest and to confidentiality concerns.
- They acknowledge their duty to conform to highest standards of ethics.
Board members should:
- Ensure that their responsibility is to be loyal to the Hospital and be fully committed in all its activities while mindful that the Hospital itself must at all times take into account the interests of its stakeholders.
Board members should ensure:
- That there is compliance with all applicable laws including employment, equality, and equal status legislation.
- That there is commitment to fairness in all Hospital dealings.
- That the Hospital values stakeholders and treats all stakeholders equally.
- To support employees (and those engaged by the Hospital) in carrying out their duties and always, in terms of their conduct, serve as an example of how everyone in the Hospital should conduct themselves in order to reflect the values of the Hospital.
- To work considerately and fairly with everyone in a way that respects diversity, different roles and boundaries and avoids giving offence.
- To accept and respect the difference in roles between the Board on the one hand and any employees on the other, ensuring that the Board, any employees and those engaged by the Hospital work effectively and cohesively for the benefit of the Hospital and develop a mutually supportive and loyal relationship.
9. Work/External Environment
Board members should:
- Promote the development of a culture of ‘speaking up’ whereby employees and others
engaged by the Hospital can raise concerns regarding serious wrongdoing in the workplace without fear of reprisal.
- Place highest priority on promoting and preserving the health and safety of employees.
- Ensure that community concerns are appropriately considered.
- Minimise any detrimental impact of the operations on the environment
The Chairperson of the Board should ensure circulation of this Code of Conduct to all Board members and ensure there is acknowledgement and understanding by Board members.
11. Conflicts of Interest / Declaration of Interests
In addition to the requirements under the Ethics in Public Office Act 1995 (the “1995 Act”) and the Standards in Public Office Act 2001 (together the “Ethics Acts”) the following procedures should be observed:
- On appointment and annually thereafter, each Board member should furnish to the Board Secretary (or nominated person) a statement in writing of:
a) the interests of the Board member;
b) the interests, of which the Board member has actual knowledge, of a Connected Person to the Board member, a Connected Person being:
i. a relative of a Board member (including but not limited to his or her spouse or civil partner, child, or child of his/her spouse or civil partner);
ii. a person, in his or her capacity as a trustee of a trust, who or any of whose children or as respects whom any body corporate which the Board member controls is a beneficiary of the trust;
iii. a person with whom the Board member is in partnership;
iv. a company of which the Board member has control (or if the Board Member and his/her Connected Persons have control over such company); and/or
v. any person with whom the Board member secures or exercises control of a company (and any person acting on the directions of any of them to secure or exercise control of the company),
which could materially* influence the Board member in, or in relation to, the performance of his/her official functions by reason of the fact that such performance could so affect those interests as to confer on, or withhold from, the Board member, or the Connected Person, a substantial benefit.
* A Board Member or a Connected Person has a material interest in a matter if the consequence or effect:
(a) of the performance by the person of a function of his or her office/designated position, or
(b) of any decision made in relation to or in the course or as a result of the performance of such a function by the person, concerning that matter may be to confer on or withhold from the person or the Connected Person a significant benefit or impose on the person a significant loss, liability, penalty, forfeiture, punishment or other disadvantage without also conferring it on, withholding it from or imposing it on persons in general or a class of persons which is of significant size having regard to all the circumstances and of which the person or the Connected Person is a member.
- The “Statement of Interests” form used for annual statements under the 1995 Act is utilised for this purpose on an administrative basis – i.e. the annual “statement of interests” furnished in January each year under section 17 of the 1995 Act will suffice for the purposes of the annual disclosure of interests under this Code.
- In addition to the periodic “Statement of Interests” required above, Board members are required to furnish a “Statement of Interests” at the time where an official function falls to be performed by the Board member and s/he has actual knowledge that s/he, or a Connected Person as defined in the Ethics Acts, has a material interest in a matter to which the function relates.
- If a Board member has a doubt as to whether an interest should be disclosed pursuant to this Code, s/he should consult with the Chairperson of the Board and/or the nominated person in the State body for dealing with such queries.
- Details of interests disclosed should be kept in a special confidential register and should be updated on an annual basis. Changes in the interim should be notified as soon as possible by Board members. Only the Chairperson, Board Secretary, Chief Executive and Comptroller & Auditor General (as part of annual audit) of the Hospital should have access to the register, though employees who manage the Board Committees will provide the necessary information in relation to any conflicts declared to such employees or at relevant Board Committee meetings to the Board Secretary.
- Board members should also be cognisant of their duty to disclose any conflicts of interests or loyalties at Board and Committee meetings. A Board member who has either a direct or indirect interest in any company or concern with which the Board proposes to enter into any contract, or in any other contract which the Board proposes to make:
a) shall disclose or cause to be disclosed to the Board the fact and the nature of such interest at the meeting of the Board at which the question of entering into a such a contract is first considered or, if s/he has no such interest at that time, as soon as may be after s/he has acquired such interest,
b) shall take no part in the deliberations of the Board relating to such a contract save to such extent as the Chairperson of the Board may permit,
c) shall not vote on a decision relating to such a contract, and
d) shall not be counted in the quorum present at any meeting while such a contact (if made) or such a proposal is being considered.
In such cases consideration should be given as to whether a separate record (to which the Board member would not have access) should be maintained.
- Where a matter relating to the interests of the Chairperson (or a Connected Person to the Chairperson arises), he/she should absent himself/herself when the Board is deliberating or deciding on such matter and the members of the Board present shall choose one of their number to be Chairperson for the purposes of such meeting (or relevant part thereof).
- Sensitive Board or Hospital documents on any deliberations regarding any matter in which a member of the Board has disclosed an interest should not be made available to the Board member concerned (unless (a) the Chairperson or the Board permitted such Board member to partake in the deliberations and/or (b) such documents are validly and legally in the public domain).
- As it is recognised that the interests of a Board member and their Connected Persons can change at short notice, a Board member should, in cases where s/he receives sensitive documents relating to his/her interests or of those connected with him/her, return the documents at the earliest opportunity.
- Where a question arises as to whether an interest declared by a Board member, is a material interest, the Chairperson should determine the question. Where a Board member is in doubt as to whether he or she has an obligation under the Ethics Acts, he or she should seek advice from the Standards in Public Office Commission under section 25 of the 1995 Act.
- Obligations of the Board regarding the non-disclosure of privileged or confidential information do not cease when Board membership has ended. Former Board members should treat commercial information received while acting in that capacity as confidential.
12. Independent Advice
The Board members, in the furtherance of their duties, may take independent professional advice, if necessary, at the reasonable expense of the Hospital where they judge it necessary to discharge their responsibilities as Board members. The Board members should notify the Chairperson and request the assistance of the Board Secretary in this regard.
The Board commits to regularly reviewing this Code of Conduct and updating it as appropriate.
Approved by the Board on 25 February 2022