Directors Code of Conduct

Introduction:

The Board has adopted a Code of Conduct for Directors to promote ethical and responsible decision-making by the Directors. The code is based on a code of conduct for Directors prepared by the Australian Institute of Company Directors.

Purpose:

This Code is intended to focus the Board and each Director on areas of ethical risk; provide guidance to directors to help them recognise and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.

Policy Statement:

1. A Director must act honestly, in good faith and in the best interests of ADAA as a whole.
2. A Director has a duty to use care and diligence in fulfilling the functions of office and exercising the powers attached to that office.
3. A Director must use the powers of office for a proper purpose, in the best interests of ADAA as a whole.
4. A Director must recognise that the primary responsibility is to ADAA as a whole but may, where appropriate, have regard for the interest of other stakeholders of ADAA.
5. A Director must not make improper use of information acquired as a director.
6. A Director must not take improper advantage of the position of director.
7. A Director must properly manage any conflict with the interests of ADAA.
8. A Director has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.
9. Confidential information received by a Director in the course of the exercise of directorial duties remains the property of ADAA and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by ADAA, or the person from whom the information is provided, or is required by law.
10.  A Director must not engage in conduct likely to bring discredit upon ADAA.
11. A Director has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and with the principles of this Code.

Any Director who breaches the Code of Conduct may face disciplinary action. If a member, volunteer or employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach. No member, volunteer or employee will be disadvantaged or prejudiced if he or she reports in good faith any such suspected breach. All reports will be acted upon and kept confidential.

Stakeholders to be consulted prior to policy change:

Board of Directors

Related documents:

Memorandum and Articles of Association

Document Number: POL-PPL-001/2
15 November 2019