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3.5 Fundamental Principles of Board Life
There are a number of fundamental principles of Board life to which all Board members (including the Chair) must adhere:
Corporate Responsibility
While Board members must be capable of constructive challenge, they must also share corporate responsibility for decisions taken by the Board as a whole. If you fundamentally disagree with the decision taken by the Board, you have the option of recording your disagreement in the minutes.
However, ultimately, you must either accept and support the collective decision of the Board - or resign. Board decisions should, however, always comply with statute, Ministerial directions, Ministerial guidance and the objectives of the sponsor Department.
Confidentiality
It is essential that all Board members respect the confidentiality of sensitive information held by the body, within the parameters of the Freedom of Information (Scotland) Act 2002. This includes commercially sensitive information, personal information and information received in confidence by the organisation. It is also essential that debate inside the Boardroom is not reported outside it.
Conduct
You have a responsibility to set an example by demonstrating the highest standards of behaviour. You must comply with the letter and the spirit of the Members' Code of Conduct. You should never publicly criticise the organisation or fellow Board members. You must not attempt to undermine Board decisions or distance yourself from them outside of the Boardroom.
It is important that nothing you do or say, whether acting in your capacity as a Board member or in a business or private capacity, should in any way tarnish the reputation of your organisation or the Board. If a Board member has specific concerns about the manner in which the public body is being run, these concerns should be raised with the Chair in the first instance. If you fail to achieve resolution to your concerns with the Chair, it is open to you to take them to the sponsor Department - but you should appreciate that this is a significant step. You are also able to take specific concerns to the Auditor General or, in the case of ethical standards, to the Standards Commission (see Section 5).
'Wearing your Board Member Hat'
You have to be aware that, when writing or speaking on any matter that is at all within the remit of the body, you might well be perceived as representing the Board even when you think you are writing or speaking as a private citizen, as an academic, or as a professional; indeed in any capacity. Any (mis)perception that you are speaking with your Board member 'hat' on, can lead to embarrassment and distress for both you and your organisation.
If your Board has adopted a particular position on any policy matter, it is for you to support that position. If your Board has not adopted a position on a particular policy issue, you may be able to promote your own personal views, but you have to remember that once your Board has adopted a particular position, you will have to promote that position.
In all probability, it would therefore be wise not to adopt too extreme a personal position.
Being a Board member does impose certain restrictions on what you can say and to whom. It is good practice - indeed it is almost essential - to clear articles or speeches on any subject matter which is at all relevant to the public body with the Chair or Chief Executive in advance. If you are approached by the media, it is good practice to leave such responses to the Chair or Chief Executive. If you are a Board member of an advisory body, you may wish to contact an official in the sponsor Department.
Operational Issues
It is essential that there is a clear understanding of the role of the officials and the role of non-executive Board members - there is often a fine line between the two. The Board's role is to oversee the development of strategies, plans and policies for the organisation and to monitor and review performance. It is the role of the officials to provide advice on and to implement those plans, strategies etc.
Board members should avoid interfering in the day-to-day running of the organisation. However, you should expect to be fully involved in the development and selection of long term goals and strategies for achieving them.
Exceptionally, Ministers can appoint the Chief Executive of some - but not all - public bodies to the Board. However, there is a strong presumption against this arrangement, primarily to ensure effective accountability, separation of function, objectivity and to avoid conflicts of interest in the decision-making process. Although Ministers appoint the Chief Executive and other Executives to the Board of most NHS bodies, there will never be a majority of Executive Directors. It is important that at full Board meetings and Committee meetings, the number of executives in attendance should be restricted to a minimum and under no circumstances should executives outnumber non-executives.
At least once a year, the Board should meet without the Chief Executive or any executives present. This gives the Board the freedom to challenge the actions and decisions of officials, without the potential for this challenge function to be undermined.
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