Set out below is the Code of Conduct which has been adopted by the General Committee of the Society (“General Committee“) and applies to every person who is a member of the General Committee or a member of a Sub-Committee or Working Party of the General Committee (referred to in this Code of Conduct as a “Relevant Person”).
Breach of any of provisions of the Code of Conduct may lead to expulsion from the General Committee, Sub-Committee or Working Party of the General Committee.
The duty of Confidentiality also applies to every person who is invited:-
- to assist the General Committee, whether or not they (or their representative) attend meetings of the General Committee; or
- to attend a meeting of the General Committee, or of a Sub-Committee or Working Party of the General Committee, as an observer.
Breach of any of provisions of the Code of Conduct may lead to withdrawal of the invitation.
A Relevant Person must act in the way he or she considers, in good faith, would be most likely to promote the success of the Society, and in doing so must have regard (amongst other things) to:-
- the likely consequences of any decision in the long term;
- the interests of the Society’s employees;
- the need to foster the Society’s business relationships with suppliers, customers and others;
- the impact of the Society’s operations on the community and the environment;
- the desirability of the Society maintaining a reputation for high standard of business conduct; and
- the need to act fairly as between members of the Society.
A Relevant Person must act in accordance with the Society’s constitution, and must exercise his or her powers only for the purposes for which they are conferred.
No secret profits
A Relevant Person must not use the Society’s property, information or opportunities for his or her own or anyone else’s benefit unless he or she is allowed to by the Society’s constitution or the use has been disclosed to the General Committee and the General Committee has consented to it.
A Relevant Person must not agree to restrict his or her power to exercise an independent judgment. But if he or she considers in good faith that it is in the interests of the Society for a transaction to be entered into and carried into effect, he or she may restrict his or her power to exercise an independent judgment by agreeing to act in a particular way to achieve this.
Conflicts of interests
If there is a conflict between an interest or duty of a Relevant Person and an interest of the Society in any transaction or arrangement (“transactional conflict“), he or she must account to the Society for any benefit he or she receives from the transaction or arrangement. This applies whether or not the Society sets aside the transaction or arrangement. But he or she does not have to account for the benefit if he or she is allowed to have the interest or duty by the Society’s constitution and the interest or duty has been disclosed to and approved by the General Committee.
Each Relevant Person also has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Society (“situational conflict“). This is different from the transactional conflicts referred to above. The Society’s constitution makes provision for the sanctioning of situational conflicts by the non-conflicted members of the General Committee, and for the protection of any associated confidential information which the conflicted member of the General Committee might otherwise be obliged to disclose to the General Committee.
As a membership organisation, the Society represents practitioners with different, and often opposing, views and expectations in relation to legal issues. Members of the General Committee and specialist Sub-committees themselves cover a diverse range of organisations, disciplines and outlooks. Any statement made by the Society needs to reflect that diversity.
No Relevant Person should make any Press or other public statement in their role as a Relevant Person, or in a way which suggests that they are speaking on behalf of the Society, without first clearing the content and context with the Society’s Public Relations Officer. In relation to matters which are sensitive or carry possible political, financial or commercial implications, statements on behalf of the Society should be made only by the Public Relations Officer or the President.
This does not prevent any Relevant Person from making any comment in their personal capacity or on behalf of their own business or another organisation of which they may be a member, so long as no reference is made to the Relevant Person’s role at the Society.
Care, Skill and Diligence
A Relevant Person owes the Society a duty to exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonably diligent person having both:-
- the general knowledge, skill and experience that may reasonably be expected of a person in the same position as the Relevant Person; and
- the general knowledge, skill and experience which the Relevant Person has.
A Relevant Person must not disclose information which he or she obtains in his or her capacity as a Relevant Person to any person other than another Relevant Person. But this does not apply to information which:-
- the General Committee has agreed may be disclosed to any person;
- is already in the public domain (otherwise than as a result of unauthorised disclosure by any Relevant Person); or
- is required to be disclosed by any law or regulation or by order of any competent authority.