Directors Code of Conduct Policy
The purpose of this document is to provide guidance to directors on the conduct required by law or expected by the Saskatoon Community Foundation (SCF) of them in the fulfilment of their duties as directors of the foundation. The guidelines are not intended to be exhaustive. If issues outside the explicit guidelines should arise, they should be addressed in accordance with the general principles set out in this document, or through the exercise of sound business and ethical judgment. These guidelines do not override the requirements of the law, and if there is any inconsistency between them and the applicable law, the applicable law governs.
2. Fiduciary Duties
The fiduciary duties of the directors of a non-profit corporation are stated in Section 109(1) (a) of The Non-Profit Corporations Act, which states:
Every director and officer of a corporation, in exercising his or her powers and discharging his or her duties, shall act honestly and in good faith with a view to the best interests of Saskatoon Community Foundation.
This is often also termed the A Duty of Loyalty. It leads to a number of other specific principles:
1.1 Corporate Opportunities
Directors must not take personal advantage of, or divert to their own benefit, commercial opportunities they learn about in the course of carrying out their duties as a director.
A director must not engage in any financial transactions, contracts, or private arrangements for personal profit, which accrue from or are based upon the director’s fiduciary position or authority, or upon confidential or non-public information the director gains by reason of such position or authority.
1.2 Duty to Protect Confidential Information
Directors are bound by their fiduciary duty to the SCF to maintain the confidentiality of information received by them in their capacity as directors. Information which is confidential, proprietary to the SCF or non-public must not be divulged to anyone other than persons who are authorized to receive the information.
1.3 Duty to Avoid Conflicts of Interest
As a fiduciary of the SCF, directors must avoid any conflict of interest, or the appearance of a conflict between their own personal interests or the interests of any closely connected person, and the interests of the SCF. Directors must attempt to avoid not only actual conflict, but the potential for conflict.
A director is in a conflict of interest where the director, a closely connected person1, or a Corporation in which the director or closely connected person has a controlling interest2, has a pecuniary interest3 in a matter before the board.
A first step in avoiding or responding to a conflict of interest is to disclose the interest. Financial assets or investments which are directly or indirectly connected to the nature of a director’s work should be disclosed in writing to the SCF, or entered into the minutes of a meeting of directors. The disclosure should include the nature and the extent of the interest.
If the board is considering a matter where a conflict of interest, or a perceived conflict of interest, exists, the conflicted director shall:
- disclose the conflict of interest;
- leave the meeting during the discussion of the matter;
- abstain from attempting, in any way, whether before, during or after the meeting, to influence the voting on the matter; and
- abstain from voting on the matter.
3. Duty of Care
Section 109(2) of The Non-Profits Corporations Act speaks to the director’s duty of care to the SCF. It states that every director must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
1Closely connected person means agent, business partner, family (spouse or partner, parent or child) or employer of the director.
2Controlling interest means an interest that a person has in a corporation if the person beneficially owns, directly or indirectly, or exercises control or direction over shares of the corporation carrying more than 25% of the voting rights attached to all issued shares of the corporation.
3A director has a pecuniary interest in the matter if the director or someone in the director’s family has a controlling interest in, or is a director or senior officer of a corporation that fulfilling the duty of care, directors have a responsibility to ensure that systems are in place to provide directors with the information they need to make informed decisions, and that board decisions are sound and made pursuant to proper procedures.
4. Regulatory Duties
Various federal and provincial statutes impose or extend liability to directors (e.g., the liability for unpaid employee’s wages under The Labour Standards Act, the liability for unremitted GST under the Excise Tax Act, the liability for unremitted source deductions on employees pay, and the like). Directors must be satisfied that management has implemented appropriate safeguards to ensure the SCF complies with such legislation.
5. Ethical Guidelines
In fulfilling their duties and obligations, directors should adhere to the following guidelines:
- Director’s Anti-Harassment Policy
The SCF has adopted the Director’s Anti-Harassment Policy attached as Schedule A, which forms part of this Code of Conduct. All directors are bound by the Director’s Anti-Harassment Policy in all of their activities on behalf of the SCF.
2. Preferential Treatment
Directors must not act in their official role to assist organizations or persons in their dealings with the SCF if this may result in preferential treatment to that organization or person.
3. SCF Property
Directors must not use corporate property or services to pursue their private interests or the interests of a closely connected person. SCF property includes real and tangible items such as equipment and intangible items such as reports, information, proprietary rights, patents, trademarks, copyrights, logos, name and reputation.
4. Gifts, Benefits and Entertainment
Directors must not solicit or accept benefits, entertainment or gifts in exchange for, or as a condition of the exercise of, their duties or as an inducement for performing an act associated with the director’s duties or responsibilities with the SCF.
Directors may accept gifts, hospitality or other benefits associated with their official duties and responsibilities if such gifts, hospitality or other benefits:
- are within the bounds of propriety, a normal expression of courtesy or within the normal standards of hospitality;
- would not raise questions about the director’s objectivity and impartiality; and
- do not compromise the integrity of the SCF.
An improper gift or benefit should be refused or returned to the person offering it as soon as possible. If there is no opportunity to refuse or return an improper gift or benefit, or where the refusal or return may be perceived as offensive for cultural or other reasons, the gift or benefit must be disclosed and turned over to the SCF to make a suitable disposition of the item.
A director shall not accept remuneration from any source, including the SCF, for services rendered as a director of the SCF. A director may accept remuneration if approved by the board. Remuneration does not include gifts, benefits and entertainment as described in subsection 5.4, reimbursement of actual and reasonable expenses incurred by the director in the performance of the director’s duties, provided the same is approved by the board of directors or is pursuant to a policy approved by the board of directors, or any pay a director receives from the director’s employer if the director attends to the director’s duties of office for the SCF during normal working hours of the director’s employment with the director’s employer.
6. Public Comment
The Executive Director should act as the spokesperson for the board, and should be the only person who makes official public comments for the SCF, unless alternate arrangements are approved by the board in special cases.
7. Board Independence of Management
The board should establish appropriate structures and procedures to enable it to exercise objective judgment on corporate affairs independent of management. At minimum, board independence requires that no directors be employed by the SCF, and not be closely related to the SCF or its management through significant economic, family or other ties. This guideline does not prevent interest group representatives from being appointed as directors.
6. Investigation Process
The board has approved the following process to deal with complaints (including, without limitation, complaints alleging breach of the Director’s Anti-Harassment Policy or other aspects of this Code of Conduct) involving members of the board:
- Complaints Forwarded to Chair
All complaints pertaining to breaches of this Code of Conduct, including the Director’s Anti-Harassment Policy, shall be forwarded to the chair, or if the complaint is in respect of the chair, to the vice-chair, who shall provide copies to the board of directors, and arrange such an investigation as deemed appropriate in the circumstances.
2. Cooperation with Investigation
Every director must cooperate fully with an investigation under this Code of Conduct, including the Director’s Anti-Harassment Policy, whether he or she is the subject of the complaint or not.
3. Report of Results
The results of the investigation will be reported to the chair, or, if the complaint is in respect of the chair, to the vice-chair.
4. Board Consideration
The chair, or, if the complaint is in respect of the chair, the vice-chair, shall convene a meeting of the board to consider the report. The director whose conduct is the subject of the complaint is entitled to make submissions to the board respecting the subject matter of the complaint, but shall not participate in the board’s decision. If the board concludes that the allegations are well-founded, the board shall determine if sanctions are warranted. Sanctions may include, but are not limited to, revocation of appointments to committees or offices of the SCF, revocation of appointments to other boards as a nominee of the SCF, or a recommendation to the Executive Committee of the SCF to remove the individual as a director of the SCF.
5. Board Right
This Code of Conduct does not and cannot restrict the ability of the SCF Board to remove a director from the board if it thinks fit.
7. Post Service Reminders
When a director leaves a board, the SCF should provide a written reminder of the director’s responsibility not to make use of confidential information or take improper advantage of knowledge gained due to the director’s previous position with the board.
Director’s Anti-Harassment Policy
(Adopted by the Board of Directors of the Saskatoon Community Foundation for Board Members and Volunteers)Purpose and Objective
1. Purpose and Objective
The purpose and objective of this policy is to ensure a respectful working environment free of harassment, including sexual, sexual orientation, racial, religious, verbal or physical harassment.
Sexual and Sexual Orientation Harassment – behaviour related to sexuality or sexual orientation that may be verbal or physical and is offensive, unsolicited and unwelcome. It is not limited to, but includes:
- unwelcome banter, teasing or jokes;
- innuendoes or taunting about a person’s clothing, body or sexual activities;
- displaying of pornographic or sexually explicit material;
- sexually related leering or other gestures, or unwelcome physical contact or invasion of personal space;
- condescending or patronizing behaviour, threats, promises, innuendos or reprisals whether direct or indirect, relating to a person’s sex or sexual orientation; and
- refusing to work with or have contact with others because of their gender or sexual orientation.
Racial and Religious Harassment – behaviour which disrespects or causes humiliation to people because of their race, colour, national or ethnic origin, or the adornments and rituals associated with religious beliefs. It is not limited to, but includes:
- slurs, gestures, innuendoes or taunts about a person’s racial or religious background;
- unwelcome banter, teasing or jokes relating to a person’s race or religion;
- displaying racist, derogatory or offensive pictures, materials or graffiti; and
- refusing to work with or have contact with others because of their racial or religious background.
Verbal Harassment – behaviour which is aimed at denigrating, intimidating or threatening a person, whether directly or indirectly. It may or may not overlap with other forms of harassment. It does not include spirited, but respectful expressions of opinion or debate not aimed at the individual, or his or her personal attributes, background or beliefs.
3. Rights, Obligations and Responsibilities of Directors
The SCF has as its goal the creation and maintenance of a respectful working environment, and the eradication of harassment.
Every employee of the board, including employees of the SCF providing assistance or services to the SCF, and directors have the right to a respectful working environment free from harassment. Harassment is a form of discrimination, which violates people’s human rights and dignity. Everyone in the working environment has a responsibility to ensure that all persons are treated with respect, and to ensure that harassment does not occur. The SCF does not condone and will not tolerate harassment of its employees, directors or the general public.
This policy is meant to augment all Provincial legislation relating to harassment- free workplaces for employees, which the SCF has adopted, mutatis mutandis, in relation to its employees.
Directors are the leaders and role models for the SCF and should lead by example and conduct in building and maintaining a working environment that is respectful and harassment free.
Directors should be vigilant in working to prevent disrespectful behaviour and harassment before it starts, by being polite, courteous and respectful and practice good conflict resolution methods in dealings with employees, other directors and the public.
Directors should, both individually and as a group, attempt to deal with concerns as they arise so that such concerns are resolved without the necessity of complaints having to be made.
Directors who believe they have been harassed have a right to bring their concerns to the attention of the chair, or, if the complaint is in respect of the chair, to the vice- chair.
Directors who believe employees or members of the public have been harassed have a responsibility to bring these concerns to the attention of the chair, or if the complaint is in respect of the chair, to the vice-chair. Directors who are in breach of this policy may be subject to sanctions as set out in the Director’s Code of Conduct.
Members of the general public who engage in harassment may be subject to sanctions up to and including denial of access to services of the SCF.
People accused of harassment must be informed of the complaint against them. They shall receive fair treatment, including appropriate supports, and be kept informed throughout the process, including being given access to any written complaints.
People who threaten to retaliate against a complainant or a witness for taking part in an investigation will be subject to sanctions.
Complainants will not be uprooted from his/her workplace or have his/her working conditions change as a result of remedial action against a harasser.
At any stage in the resolution process, both the complainant and the alleged harasser have the right to consult with and be represented by anyone of their choice.
Malicious complaints may result in sanctions being taken against the complainant.
To protect the interests of the complainant, the alleged harasser and any others who may report incidents of harassment, confidentiality will be maintained throughout the investigatory procedure to the extent possible.
All records will be kept confidential except where disclosure is required by the sanction or other remedial process.
Confidentiality must be distinguished from anonymity. It is fundamental that individuals accused of a breach of this policy, and subject to possible sanctions, be informed of the allegations; this information will include the identity of the complainant. The complainant who wishes his/her complaint dealt with must, therefore, be prepared to be identified.
Process and Director’s Code of Conduct
The chair, or if the complaint is against the chair, the vice-chair, shall treat all complaints seriously, and ensure that complaints are investigated through the process set out in the Director’s Code of Conduct.
Investigation appropriate to the circumstances will depend upon the nature and severity of the alleged conduct, and may include:
- Informal resolution – which may include face-to-face discussions, facilitated or mediated discussions, verbal or written statements and may be concluded with or without formal reports; and/or
- Formal investigation – may be used if informal resolution does not work or is inappropriate for the circumstances;
- a formal investigation may be conducted by a board member or members appointed by the chair or by an external agency, including the SCF retained by the chair;
- the duties of the chair shall be taken by the vice-chair if the complaint is against the chair;
- if a director or directors conduct the investigation, that director or directors shall not take part in the board’s decision pursuant to the Director’s Code of Conduct; and
- formal investigation will result in a report to the board to be dealt with by the board as required by the Director’s Code of Conduct.