Board Policy: Code of Conduct and Conflict of Interest

The Board commits itself and its members to ethical, professional, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

1. Board members must have loyalty to the people of Ontario and EQAO and remain unconflicted by loyalties to staff, other organizations and any personal interest as a stakeholder.
   1. Board members must avoid any conflict of interest with respect to their fiduciary responsibility as described in Section 3.05 of the EQAO Board’s by-laws, and as follows:
   2. when the Board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall absent herself or himself without comment from not only the vote but also from the deliberation;
   3. board members will not use their positions to obtain employment in the organization for themselves, family members or close associates. Should a member desire employment, he or she must first resign;
   4. members will annually disclose their involvements with other organizations, with vendors, or any other associations that might produce a conflict;
2. Board members may not attempt to exercise individual authority over the organization:
   1. board members’ interaction with the Chief Executive Officer or with staff must recognize that only decisions of the Board acting as a body are binding and that individual members do not have this authority except when explicitly authorized by the Board;
   2. board members’ interaction with the public, press, or other entities must recognize the same limitation and the requirement that any Board member speaking for the Board must repeat explicitly stated Board decisions;
   3. except for participation in Board deliberation about whether reasonable interpretation of Board policy has been achieved by the Chief Executive Officer, Board members will not express individual judgments of performance of employees or the Chief Executive Officer;
3. members will respect the confidentiality appropriate to issues of a sensitive nature; and will maintain its confidentiality during and after their term on the Board; and,
4. members will be properly prepared for Board deliberation.