Board Code of Conduct

Organisational Values  

As a board member of The Wheel, I agree to abide by the below core values that underpin all the activities of our organisation.  

Governance Code  

I will support The Wheel’s compliance with The Charities Regulator’s Code of Governance and its associated implementation actions.   

In addition to the above I agree to the following:  

Law, mission, policies  

• In my role as board member I will not break the law or act against any regulation in force.  
• I will support the organisation’s mission and actively promote it.  
• I will abide by organisational policy and procedure.  
• I will seek to maintain and promote integrity, good governance, effectiveness and efficiency for the delivery of the organisation’s mission.  

 Conflicts of Interest  

• I will always act in the best interests of the organisation.  
• I will do my work in accordance with The Wheel’s ‘Conflict of Interest and Loyalty’ policy and declare any conflict of interest or any such circumstance as may be viewed by others as conflicting as soon as it arises.  
• I will complete an initial register of any conflicts of interest when I join the Board and update this, if necessary, annually (see Appendix 1). 
• I will submit to the judgment of the board and do as it requires regarding potential conflicts of interest.  
• I understand that conflicts of interest encompass not only me but ‘connected persons’. A connected person is a spouse, common law partner, child, brother, sister or parent. A connected person also includes any corporate or other entity where I have decision-making control over that entity. In considering conflicts of interest in my role I will consider myself and any connected person. 

 Person to Person  

• I will act in accordance with organisational policies in my relationships with fellow board members, staff, volunteers, beneficiaries or anyone I come into contact with in my role as board member.  

 Guardian of the organisation’s reputation  

• I understand that the CEO is the delegated spokesperson for the organisation and that on occasion, the Chair may need to be the organisation’s spokesperson. I understand that I am not the spokesperson for The Wheel unless delegated so by the CEO. 
• If I am asked to represent the organisation, any comments I make will reflect current policy even if I do not agree with them.  
• If I am asked to represent the organisation I agree to act in line with the organisation’s Media and Crisis Communications Policy. 
• When speaking as a private citizen I will aim to uphold the reputation of the organisation and those who work and volunteer for it.  
• I understand that my online activity, including social media, may be viewed in the context of my board membership and undertake to uphold the organisation’s reputation. 
• I will respect organisational, board and individual confidentiality.  
• I undertake that everything I see, hear and read, whilst performing my role as a board member will be treated confidentially as a matter pertaining to the board of The Wheel. 
• I will take an active interest in the organisation’s public image and ensuring its good name is supported and protected.  

 Personal Gain  

• I will not personally gain from my role as a board member nor will I permit others to do so as a result of my actions or negligence.  
• I will document expenses and seek reimbursement according to agreed procedure.  
• I will not accept gifts or hospitality without the consent of the Chair, and only in line with The Wheel’s Gifts Policy.  
• I will use organisational resources responsibly, when authorised in accordance with procedure.  

  At board level  

• I will embody the principles of good governance in all my actions and live up to the trust placed in me by The Wheel.  
• I will abide by the board governance procedures and practice.  
• I will commit to attend all board meetings whether in-person or online, and in the event of unavoidable inability to attend, will observe the Board Attendance Policy.  
• I will strive to be familiar with all agenda items sent to me in good time and be prepared to contribute my opinions during meetings.  
• I will honour the authority of the Chair.  
• I will maintain a respectful attitude to the opinions of others.  
• I understand that decisions will ideally be made by consensus, but may be by vote. I will consider any majority vote as a corporate decision, and will accept and support it. 
• I will maintain confidentiality unless authorised to speak on matters outside board meetings.  

 Enhancing governance  

• I commit to supporting The Wheel’s compliance with the Charities Regulator’s Governance Code. 
• I will participate in appropriate induction, training and development board activities.  
• I will support the CEO in their executive role and the Chair in their leadership role.  

Leaving the board  

• Should I wish to resign I will inform the Chair in writing, stating my reasons for resigning from the board.  
• I understand that my role is for a defined period as set out in The Wheel’s Constitution, and that I may put myself forward for future terms, as set out in the Constitution. 
• I will participate in an exit interview if requested. 
• Upon discontinuing my role on the Board I will continue to respect the confidentiality of any information which I was privy to as a Board member and will destroy or return any material given to me in my role as a Board member. 

I understand that any substantial breach of this code may result in my removal from the board.  

Anyone who believes an alleged breach of this Code has happened should initially contact the Company Secretary at the email address: boardofdirectors@wheel.ie. The process for dealing with breaches of this Code of Conduct is that any alleged breaches will be brought by the Company secretary to the Governance and Nominations Subgroup for review and for subsequent consideration and decision by the Board.