Commitment, Confidentiality & Conduct
- It is accepted that being a board member involves the commitment of significant amounts of time and energy
- Directors need to be active and involved, to attend regularly, and share responsibilities, including service on sub-committees or working groups
- Board members need to know the organisation well and respond to opportunities to involve them in company activities
- They will attend training and take responsibility for their own learning and development as a board member
- We will prepare for meetings by reading paperwork beforehand and being prepared to make comment
- Directors will observe complete confidentiality when required to do so by the Board, especially regarding matters concerning individual staff or members
- Directors will not divulge information about members of staff or members
- Directors will not divulge information about LINX Board discussions other than that released in the normal matter of course to staff and members
- Directors will exercise great care if a discussion of a potentially contentious issue of the company arises outside the Board
- Directors will declare an interest if an item under discussion at any Board meeting impinges upon their personal or member/group company, or any matter in which they have a financial or business interest
Conduct & General
- Directors commit to work as an inclusive member of the Board at all times and to be loyal to collective decisions
- Directors will encourage the open expression of views at meetings, but accept collective responsibility for all decisions made by the Board. This means it is accepted that an individual will not speak out against majority decisions in public (or private) outside the Board
- Directors will only seek to act or work on behalf of the Board when they have been specifically authorised to do so
- Situations that may compromise an individual or the collective position as the LINX Board are to be avoided
- In making or responding to criticism or complaints affecting the Board, directors will follow the procedures established by the Board or chairman
- It is recognized that directors should ensure that their individual attendance and comments at external events should not be taken to imply they are the views of the LINX Board
- Board members must always be mindful of their responsibility to maintain and develop the ethos and reputation of LINX
- Board members will seek to develop effective working relationships with the LINX senior managers, LINX staff and members, suppliers and other IXPs
- Board members will make their affiliations and view points clear when posting to mailing lists so that subscribers know when content is being posted as a Board member or otherwise
- Board members are responsible for determining, monitoring and keeping under review the broad policies, plans and procedures of the company
- Board members recognise that the CEO is responsible for the implementation of policy, day-to-day management of the company and the implementation of the Board’s direction
- Each board member accepts that all board members have equal status, and their overriding concern will be the welfare of the company as a whole
- No board member has the authority to act individually, except when the Board has given delegated authority to do so
- Board members have a duty to act fairly and without prejudice, and in so far as they have responsibility for staff, they must fulfil all that is expected of a good employer.
- Board members will encourage open government and will act appropriately.
- As board members, careful consideration should be given in how our decisions may affect our members and other IXPs.
Bribery Act 2010LINX Board members and staff are expected to abide by the following act.
The Bribery Act 2010 contains four offences:-
- A general offence covering offering, promising or giving a bribe.
- A general offence covering requesting, agreeing to receive or accepting a bribe.
- A distinct offence of bribing a foreign public official to obtain or retain business.
- A new strict liability offence for commercial organisations where they fail to prevent bribery by those acting on their behalf.
LINX will not tolerate bribery and any staff member taking part in any such action may be subject to disciplinary proceedings.
Staff should raise any concerns with their line manager or HR, if they have been offered a bribe, of if they are aware that another staff
member, contractor or organisation (who works on LINXs behalf) is offering or receiving bribes.
Facilitation payments are payments made which induce officials to perform routine functions they are otherwise obligated to perform and are bribes. The exceptions are, administration fees or fast-track services which are not facilitation fees, so these can continue to be paid.
Declarations & Notice
Board members are responsible for keeping their declarations and biographies up-to-date in a timely manner. They should advise the board of any changes to these and supply altered wording to the executive for publishing.
Any material change of circumstances should also be notified to the membership by way of, at least, an email to the membership@ mailing list.
- One month’s notice should be given of any intention to quit the Board; this will allow the departing Board member to address any outstanding action points.
- This period of notice applies to all Board members, including the Chairman
- Updated by HJF in December 2017 to reflect the change from Council to Board
- Bribery Act 2010 details added by AH 20/3/12
- Version: 1.1 (changed only with the addition of a ‘notice’ clause) was published on 15/6/09
- Version 1.0 (the original document) was published on 23/7/2007