Section 2: Responsibilities
Question 5: In Section 2, the Model Code has a new heading “My Responsibilities” which aims to ensure that members accept and endorse that it is their personal responsibility to be aware and comply with the provisions in their Board’s Code of Conduct. Do you have any comments on this change in Section 2: Key Principles?
Twenty-eight respondents (62%) provided views on Section 2 of the revised Model Code, while the remaining 17 respondents (38%) did not provide any comments. Before the responses from those who provided views are analysed in full, it is worth noting that, as many respondents highlighted, the ‘My Responsibilities’ sub-section appears in Section 1 of the revised Model Code (and not Section 2 as suggested in the consultation question). As such, it is worth clarifying whether this is an error in the formatting of the revised Model Code or in the consultation question. This also meant that the responses to Question 5 included comments relating to both Sections 1 and 2 of the revised Model Code; for the purposes of the analysis, these were analysed – and are presented here – together.
Many respondents expressed positive views on the changes made to Section 2 and on the changes relating to the ‘My Responsibilities’ sub-section of Section 1. In particular, respondents liked the use of the first person and there was a sense that the first person narrative emphasised the personal responsibility of board members to comply with the Model Code and also to commit to the principles outlined in Section 2. A couple of respondents felt that this was an advantage over adopting a third person narrative, which was felt to imply corporate responsibility or collective accountability. For example, as one respondent said:
“[We] prefer the use of the first person in the proposed Model Code as there is a sense of personal ownership of the provisions of the code, rather than the third person which implies corporate responsibility. The drafting firmly puts the responsibility for compliance onto the Board Member and this is welcomed.”
Some respondents also felt that the revised Model Code was clear – be it in how the Model Code sets out the key responsibilities and obligations for board members, or in how it underlines the importance of personal responsibility.
Several respondents felt that there were things that could be changed about – or added to – the revised Model Code, or highlighted aspects of the Model Code that they did not agree with. Again, a couple did not like the use of the first person narrative – for example, one respondent felt that “the Model Code would read better if it was written as a ‘second-person’ point of view, as it is there to primarily stipulate a collection of rules and regulations to abide by”. Other points of feedback from respondents included that:
- Paragraph 1.6 should be amended to reflect on virtual and remote interactions with others, in light of the ongoing COVID-19 pandemic;
- ‘selflessness’ should be added in to the list of key principles in Section 2;
- a principle on ‘promoting equality and diversity’ is required in Section 2;
- greater clarity is required on whether an alleged breach of the key principles in Section 2 constitutes evidence of a breach of the Model Code more widely.