Governing bodies must ensure propriety and transparency in the governance of their institution. As bodies which receive public funding, institutions must act within the powers set out in relevant legislation and their actions can be challenged in the courts through the process of judicial review. The public nature of the governing body’s role, its financial accountability through the relevant funding bodies to devolved administrations and/or ultimately to Parliament, its stewardship of substantial public funds, and not least the good name of the institution and the interests of its students, all demand very high standards of conduct in exercising its functions.
Ensuring a high standard of conduct is a collective responsibility of all governors and the senior officers. However, the clerk or secretary has a particular responsibility for advising governors on such matters, including advising them that they can only act within their defined powers.
A key tenet of public service and of the 'Nolan Principles' is that governors should act with integrity and transparency, and above all, must serve the interests of the organisation and not their own. Every new governor and all relevant senior officers should complete a declaration of interests, which should be kept up-to-date. Governing bodies should also have an agreed process for the behaviour of governors with a declared interest.
Governors must also be aware of potential conflicts of interest.
Although rare, it does occasionally happen that the conduct of governors is unsatisfactory. Most commonly, they simply fail to attend sufficient meetings, but other matters of concern include not declaring interests, not acting in the best interests of the institution, or bringing it into disrepute. In some cases governing instruments may list the grounds for reviewing the conduct of board members, and action may also be taken under the statement of primary responsibilities.
Many institutions ask governors to subscribe to a code of conduct when they join the board/council/court.
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