Corporate report

Code of Conduct for Board and Referrals Committee members

Updated 4 January 2021

1. General principles and conduct

Principles of public life

1.1 Individual members should at all times comply with the principles and responsibilities described in this document, many of which are derived from the Code of Conduct for Board Members of Public Bodies issued by the Cabinet Office. It is your responsibility to ensure that you are familiar with the provisions of this Code.

1.2 This Code applies equally to independent members and others who serve on SSRO committees. References to members should be read as including all such committee members.

1.3 Members should at all times act in good faith and in the best interests of the SSRO.

1.4 The Code of Conduct is based on the Seven Principles of Conduct Underpinning Public Life (the ‘Nolan Principles’), which are:

• Selflessness: holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or other friends.
• Integrity: holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.
• Objectivity: in carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.
• Accountability: holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.
• Openness: holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.
• Honesty: holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
• Leadership: holders of public office should promote and support these principles by leadership and example.

1.5 Members should also observe the values of the Civil Service Code where they are applicable to the work of the SSRO. The core values of the Civil Service Code are:

• Integrity: putting the obligations of public service above your own personal interests.
• Honesty: being truthful and open.
• Objectivity: basing your advice and decisions on rigorous analysis of the evidence.
• Impartiality: acting solely according to the merits of the case and serving equally well governments of different political persuasions.

2. Responsibilities as a Board or Referrals Committee member

2.1 Members should play a full and active role in the work of the SSRO. They should fulfil their duties and responsibilities responsibly and, at all times, act in good faith and in the best interests of the SSRO.

2.2 Members should promote an inclusive and diverse culture in the SSRO and their actions should help create an environment where different perspectives and backgrounds are encouraged and valued.

2.3 Members should deal with the public and their affairs fairly, efficiently, promptly, effectively and sensitively, to the best of their ability. They must not act in a way that unjustifiably favours or discriminates against particular individuals or interests.

2.4 Members must not harass, bully or act inappropriately towards or discriminate towards others. Such behaviour is not consistent with what is expected of members and will not be tolerated.

2.5 Members must comply with any statutory or administrative requirements relating to their roles as members.

2.6 Members should respect the principle of collective decision-making and corporate responsibility. This means that, once the Board or Referrals Committee has made a decision, members should support that decision.

2.7 Members must not use, or attempt to use, the opportunity of public service to promote their personal interests or those of any connected person, firm, business or other organisation.

2.8 Members must inform the Chairman and sponsor department of any bankruptcy, current police investigation, unspent criminal conviction or disqualification as a company director in advance of appointment, or should any such instances occur during their appointment. Members must also inform the Chairman and sponsor department of any change in their circumstances which results in them becoming bankrupt, subject to a police investigation, convicted of a criminal offence or disqualified from being a company director.

2.9 Members should treat any member of staff employed by the SSRO, the MOD or industry with courtesy and respect. They should not ask or encourage employees to act in any way which would conflict with their own terms and conditions. It is expected that employees will show the same consideration in return.

2.10 Social media is a public forum and the same considerations, including the provisions of this Code, apply as would to speaking in public or writing something for publication, either officially or in a personal capacity. When engaging with social media members should at all times respect confidentiality, financial, legal and personal information. Where any personal social media accounts make reference or link to the member’s public role, they should take care to ensure that it is clear in what capacity they are acting.

3. Use of public funds

3.1 Members have a duty to ensure the safeguarding of public funds and the proper custody of assets that have been publicly funded. They must carry out their fiduciary obligations responsibly - that is, take appropriate measures to ensure that the SSRO uses resources efficiently, economically and effectively, avoiding waste and extravagance. The SSRO’s Board has a specific responsibility, under its Corporate Governance Framework, to ensure that the SSRO uses resources efficiently and achieves value for money.

3.2 It will always be an improper use of public funds for public bodies to employ consultants or other companies to lobby Parliament, Government or political parties.

3.3 Members must not misuse official resources ^{[footnote 1]} for personal gain or for political purposes. Deployment of such resources must be in line with the SSRO’s rules on their usage.

3.4 All members must comply with the SSRO’s rules regarding remuneration, allowances and expenses. It is their responsibility to ensure compliance with all relevant HM Revenue and Customs’ requirements concerning payments, including expenses.

4. Members’ use of information

Use of Official Information

4.1 Members must not misuse information gained in the course of their public service for personal gain or for political purposes. Members should not seek to use the opportunity of public service to promote their own, or other parties’, private interests. They should not disclose information or documents obtained through their position as member without speaking first to the Chief Executive. This duty continues to apply after they have left the Board or a Committee.

4.2 Members who misuse information gained by virtue of their position may also be liable for breach of confidence under common law or may commit a criminal offence under insider dealing legislation.

4.3 The provisions of the Official Secrets Act 1989 also apply to members of the SSRO and must be observed.

4.4 This should not prevent members who hold other public offices from referring to the work of the SSRO in the course of their other public work.

5. Use of Confidential Information

5.1 Without prejudice to the restrictions on disclosure of certain types of information under schedule 5 of the Defence Reform Act 2014 (set out in section 6 below), or to their common law duties, members shall not (except in the proper course of their duties, as authorised or required by law or as authorised by the SSRO) either during the appointment or at any time after its termination:

• misuse any confidential information (a definition is provided in the SSRO’s Information Classification and Handling Policy); or
• make or use any copies of confidential information; or
• disclose any confidential information to any person, company or other organisation whatsoever.

5.2 The restriction in this clause does not apply to any confidential information which is in, or comes into, the public domain other than through the member’s unauthorised disclosure.

5.3 Members shall be responsible for protecting the confidentiality of the confidential information and shall:

• use their best endeavours to prevent the use or communication of any confidential information by any person, company or organisation (except in the proper course of their duties, as required by law or as authorised by the SSRO); and
• inform the SSRO immediately on becoming aware, or suspecting, that any such person, company or organisation knows or has used any confidential information.

5.4 All confidential information and copies shall be the property of the SSRO and on termination of the appointment, or at the request of the SSRO at any time during the appointment, members shall:

• hand over all confidential information or copies to the Chief Executive;
• irretrievably delete any confidential information (including any copies) stored on any magnetic or optical disk or memory, including personal computer networks, personal email accounts or personal accounts on websites, and all matter derived from such sources which is in their possession or under their control outside the SSRO’s premises; and
• provide a signed statement that they have complied fully with his obligations under this clause.

5.5 Nothing in this Code shall prevent members from making a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996, which covers ‘protected disclosures’ of information in the public interest. Further information is contained within the SSRO’s Whistleblowing Policy. In the event that members obtain confidential information which suggests illegal, improper or unethical behaviour then the matter should be treated in accordance with the Whistleblowing Policy.

5.6 Members should also act in accordance with the SSRO’s requirement to conform to Freedom of Information legislation.

6. Schedule 5 of the Defence Reform Act

6.1 Members should familiarise themselves with Schedule 5 of the Defence Reform Act, which restricts the disclosure of information obtained through the SSRO’s work.

6.2 Under Schedule 5 you may be committing a criminal offence if you disclose certain types of information to anyone outside the SSRO, without a suitable reason. A person found guilty of an offence under Schedule 5 may be imprisoned or fined, or both.

6.3 The information to which the offence applies is covered in Part 10 of the Single Source Contract Regulations 2014. This information falls into four broad categories which may be summarised as:

• Information obtained by the Secretary of State under Part 4 of the Regulations (which deals with record keeping for qualifying contracts), the disclosure of which would be likely to prejudice the commercial interests of any person.
• Specified types of information provided to the Secretary of State or the SSRO in accordance with the reporting requirements of the Regulations that apply to qualifying contracts.
• Information provided to the Secretary of State, which could have fallen within (b), but which is provided either pursuant to the duty on contractors to report relevant events, circumstances or information or in a notice given by a contractor under Regulation 47 that it does not intend to comply with a requirement to give information.
• Information provided to the SSRO for the purposes of any application, reference or appeal to the SSRO and information provided by the SSRO of analysis it has carried out for the Secretary of State or pursuant to an agreement with the Secretary of State, if the disclosure would be likely to substantially prejudice the commercial interests of any person.

6.4 There are some circumstances under which disclosure of relevant information is permitted. Relevant examples for members might include:

• where the disclosure facilitates the carrying out by the SSRO of any of its functions;
• where the information disclosed is in an anonymised form;
• where the information, relating to the affairs of any individual or, in the case of a particular business, the persons carrying on the business, is disclosed pursuant to the consent of that individual or those persons.

6.5 A full list of permitted disclosures is set out in Schedule 5 of the Defence Reform Act.

7. Members’ interests, and the acceptance of gifts and hospitality

Conflicts of interest

7.1 All members should ensure that they are familiar with the SSRO’s rules and practices on declarations, and avoidance, of conflicts of interests. Members must ensure that no conflict arises, or could reasonably be perceived to arise, between their public duties and their private interests - financial or otherwise. Members should avoid situations in which their duties to the SSRO and their private interests conflict, or where there would be a suspicion of conflict.

7.2 All members are required to declare to the Chief Executive any interests that conflict, may conflict, or may be perceived to conflict, with their SSRO duties or the SSRO’s functions and which they might reasonably be expected to know about. Should the interest be of a sensitive nature, the member may seek to discuss with the Chair before the interest is declared to the Chief Executive. All members should declare such interests on appointment, but the obligation is a continuing one and members should declare interests as soon as they arise, or as soon as they become aware of them.

8. Financial interests

8.1 All financial interests should be declared.

8.2 A financial interest is one in which the member, or his/her close family, or any nominee of his/hers:

• is a paid employee, partner, director or proprietor of a company or other body which is a supplier or proposed supplier to the MOD or the SSRO or is otherwise connected with the SSRO’s statutory functions;
• has a controlling interest or has shares or securities in a company which has, or it is proposed to have, a qualifying contract. A list of suppliers under qualifying contracts is held by the SSRO;
• is a trustee or on the management committee, or other controlling body, of a nonprofit making organisation with which the SSRO has significant dealings;
• has a direct interest in any land or property that is used by the SSRO; or
• has, or could foreseeably have, any interest in the financial wellbeing of a company which is (or is directly or indirectly connected with a company which is) a supplier or proposed supplier to the MOD or the SSRO or is connected with the SSRO’s statutory functions.

9. Non-financial interests

9.1 Non-financial interests should be declared if a member of the public, acting reasonably, would consider that the interest might influence the member’s words, actions or decisions.

9.2 Non-financial interests include membership, having fiduciary duties or holding office in other public bodies, companies and organisations such as trades unions and voluntary organisations.

9.3 Certain disclosures must be published in the annual accounts. These are disclosures relating to members and staff who are in a position of influence resulting from being elected to, receiving remuneration from, or being appointed to any organisation:

• where there are specific statutory responsibilities to cooperate;
• that is a central government department; and/or
• that is a provider or receiver of significant services to, or from, the SSRO.

9.4 In the case of persons living together as a family, the interest of one shall, if known to the other, be deemed for the purpose of these Standing Orders to be also an interest of the other.

10. Board or sub-committee discussions

10.1 If any member has a financial or non-financial interest (as covered in paragraphs 8 and 9 above) in any matter and is present at a meeting of the Board or a committee at which the matter is the subject of consideration, he/she shall, at the meeting and as soon as possible after its commencement, disclose the fact. All disclosures of interest will be recorded in the minutes of the meeting.

10.2 Subject to paragraph 10.4 below, members will be required to remove themselves from the discussion or decision in respect of matters in which they have a financial interest.

10.3 In respect of matters in which members have a non-financial interest (or a financial interest, where an exception has been applied under paragraph 10.4 below), they will be required to remove themselves from the discussion or decision where a fairminded and informed observer would reasonably conclude that there was a real possibility the person was biased.

10.4 An exception may be applied to a member’s automatic disqualification from participation under paragraph 10.2 where the member’s financial interest is so small as to be incapable of affecting the outcome of the decision. In such cases the Chair will write to the sponsor Department setting out reasons and the Chair’s view that the member should not be precluded from participation in the Board’s decision.

10.5 In respect to a member’s non-financial interest, where it has been determined that a fair-minded and informed observer would not reasonably conclude that there was a real possibility that the member was biased, the Chair may write to the sponsor Department setting out reasons and the Chair’s view that the member should not be precluded from participation in the Board’s decision.

10.6 In respect of paragraphs 10.4 and 10.5:

• If there is sufficient time to obtain the views of the sponsor Department before the discussion, the Chair will take the sponsor Department’s views into account when considering whether the member will be required to remove themselves from the discussion.
• If there is insufficient time to obtain the views of the sponsor Department, the presumption will be that the member will remove themselves from the discussion.
• The Chair can overrule this requirement if they consider the interest to be clearly de minimis (in respect of a financial interest) or if they consider that there could be no suggestion of an apparent bias (in respect of a non-financial interest).

11. Register of Interests

11.1 The SSRO will keep a current and publicly available Register of Interests for all Board and Referrals Panel members.

11.2 The register will include details of all interests as covered in paragraphs 8 and 9. Members will be expected to ensure that their entry is accurate and up-to-date.

11.3 Particulars of any disclosure to the Chief Executive made under paragraph 7.6 shall be recorded in the register. Certain disclosures must be published in the annual accounts.

12. Gifts and hospitality

12.1 Members should exercise the utmost care in accepting hospitality or gifts where there could be a real or perceived conflict with their official duties at the SSRO. Members must not accept any gifts or hospitality which might, or might reasonably appear to, compromise their personal judgement or integrity or place them under an improper obligation. Members must never canvass or seek gifts and hospitality.

12.2 No member may accept any gift or consideration as an inducement for doing or refraining from doing anything in the course of the member’s role, or showing favour or disfavour to any person in an official capacity.

12.3 Members should declare in the gifts and hospitality register all such gifts or hospitality (whether accepted or not) where the cumulative value from any one organisation or individual exceeds £200 in any 12 month period or £50 for any one gift. The gifts and hospitality register will be maintained by the Chief Executive and will be published on the SSRO’s website. Offers of gifts should be reported to the Chief Executive and, should be declined if acceptance would be inconsistent with the requirements of this Code.

12.4 Members are responsible for their decisions on the acceptance of gifts or hospitality and for ensuring that any gifts or hospitality accepted can stand up to public scrutiny and do not bring their public office and the SSRO into disrepute.

13. Employment and appointments

13.1 If members wish to take up additional employment or appointments during their term of office, they must inform the Chair in advance, and allow the Chair the opportunity to comment. Care should be taken if members accept additional public appointments to ensure that they are not being paid twice from the public purse for the same time.

13.2 Members should disclose to the Chief Executive any relationship with a candidate for a staff appointment of whose candidature he/she is aware.

13.3 No member should solicit any employment by the SSRO for any person with intent to bypass due process. This shall not preclude a member from giving written testimonial of a candidate’s ability, experience or character for submission to the SSRO.

13.4 On leaving office, members must comply with the SSRO’s rules on acceptance of future employment or appointments.

14. Political activity

14.1 In their public role, members should be, and be seen to be, politically impartial. Members of Boards, whether whole-time or part-time, should not serve as officers carrying out executive duties in any political party. They should abstain from all controversial political activity and comply with Cabinet Office rules on attendance at Party Conferences and on conduct during the period prior to elections and referendums, whether local or national.

14.2 On matters directly related to the work of the body, members should not make political statements or engage in any other political activity. In their official capacity, they should be even-handed in all dealings with political parties.

14.3 Subject to the above, members may engage in political activity but should, at all times, remain conscious of their responsibilities as a board member and exercise proper discretion. On matters affecting the SSRO’s work, they should not normally make political speeches or engage in other political activities.

14.4 Members who are also MPs, members of a devolved legislature, directly elected mayors, local councillors or police and crime commissioners are exempt from the requirements in 14.1 and 14.2. There is no bar on such representatives taking a political party whip relating to their political role. Such members must exercise proper discretion on matters directly related to the work of the SSRO and recognise that certain political activities may be incompatible with their role at the SSRO. They should not allow themselves to become embroiled in matters of political controversy and in their official capacity should be even-handed in all dealings with political parties.

14.5 Members who are also Members of the House of Lords will be guided in their conduct in that House by the Statement made by Lord Addison in the House on 21 March 1951 as amended by the Second Report from the Select Committee on Procedure of the House, 3rd February 1971 (see Appendix 1).

14.6 All members are free to maintain associations with Trade Unions, Co-operative Societies, trade associations and so on, to the extent that such associations do not conflict directly with the interests of the Boards or Committees to which they belong.

14.7 Members should inform the Chair and the Chief Executive before undertaking any significant political activity.

15. Termination of membership

15.1 In accordance with Schedule 4 of the Defence Reform Act 2014, the Secretary of State may suspend a Board member from office if it appears to the Secretary of State that there are or may be grounds to remove the person on account of incapacity; misconduct (which may include breach of one of the terms or conditions of the member’s appointment); or failure to carry out his or her duties. The SSRO may terminate Referrals Panel members’ appointment with immediate effect on the grounds of incapacity; misconduct (which may include breach of one of the terms of conditions of the member’s appointment); or failure to carry out his or her duties. A breach of this Code may amount to misconduct. Additionally, Referrals Panel members’ appointment can be terminated by either party giving to the other one month’s prior written notice (such notice should not be given during active engagement on a matter referred to the SSRO Referrals Committee for opinion or determination).

15.2 Should the SSRO be dissolved, restructured or wound up during the period of a member’s appointment, the appointment would cease with effect from that dissolution or such other date as is specified in any relevant legislation.

Appendix 1 – Peers and Public

Boards: The “Addison Rules”

1. A Peer who is a member of a public board, whether commercial or non-commercial in character, is not by reason of such membership debarred from exercising his or her right to speak in the House of Lords, even on matters affecting the Board of which he or she is a member; and it is recognised that, in the last resort, only the Peer concerned can decide whether he or she can properly speak on a particular occasion.

2. The following guidance (based upon that given by the then Leader of the House Viscount Addison, on the 21 March 1951, after consultation and agreement between the Parties) may be helpful to Peers who are considering whether or not to take part in a particular debate.

3. “When questions affecting a particular Board or public Boards in general arise in Parliament, the present Minister and the Government of the day generally are alone responsible to Parliament. The duty of reply rests with Ministers only, and cannot devolve upon members of public Boards who may also be members of the House of Lords. There can be no question of Board members replacing, or usurping the functions of, Ministers and dealing with matters of Ministerial responsibility. In the Commons, of course the possibility could not arise, because a Member of the House must resign his seat on accepting an appointment of this nature.

4. Further, we agree that it is important that, as contemplated by the Statutes and, in the case of the BBC, by the Charter, the Boards shall be free to conduct their day-to-day administration without the intervention of Parliament or Ministers, except where otherwise provided. If Board members who happen also to be Peers were to give the House information about the day-to-day operations of the Board or to answer criticisms respecting it, the House would in fact be exercising a measure of Parliamentary supervision over matters of management. It would also be difficult for the responsible Minister not to give similar information to the House of Commons.

5. We also agree that there is no duty upon the Board member to answer questions put to him in debate, and that no criticism should attach to any member of a Board who refrains from speaking in a debate. Nor should the fact that a member spoke in a particular debate be regarded in any way as precedent for him or any other member speaking in any other debate.

6. Finally, I should like to make it clear that what I have said applies only to debates relating to public Boards. Experience acquired as a member of a public Board will often be relevant to general debates in which the same considerations do not arise, and the contributions of Board members who are Peers may be all the more valuable because of that experience.

7. We do not think that this Statement can better be summed up than by words taken from one of the memoranda exchanged:

8. “The House of Lords is a sensible body; and the latitude to speak or refrain from speaking, inherent in a Peer, is not likely to cause embarrassment. Indeed, any attempt to lay down a hard and fast rule would be more likely to cause embarrassment.”

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