A.1.Board Members’ Code of Conduct

The Board Members’ Code of Conduct is comprised of the following: Standards of Conduct; Confidentiality; Disclosure of information/Report Concerns; Resignation Events; Removal of Board Member; and Attestation.

A.4.1.Standards of Conduct

All directors shall:

  • Act in the public interest and represent the best interest of CPABC and the profession as a whole, in accordance with their fiduciary duty:
  • In performing their duties, directors shall act honestly, ethically, and professionally to uphold the reputation of CPABC.
  • In making decisions, directors shall always act in the best interest of the organization, exercising due care, diligence, and skill that would be reasonably expected from a person of their knowledge and experience.
  • Directors shall not put personal interest ahead of those of the organization.
  • Be familiar with and abide by the organization’s legislation, bylaws and bylaw regulations, policies, and other agreements, and be familiar with the relevant operations of the organization, in order to participate actively and constructively in meeting discussions and decisions.
  • Be familiar with and abide by the unification and unifying principles as set out in the Unification Framework and the Unifying Principles contained within the Merger Agreement
  • Recognize that the election of fellows is a responsibility of the Board, and therefore to maintain the integrity of the process, Board members shall not be eligible for nomination except in extraordinary circumstances.
  • Commit to the organization’s vision, mission, and strategy including the Collaboration Accord and the national strategic framework.
  • Be properly prepared for Board meetings, and participate openly, fairly, respectfully, and in good faith.
  • Treat all stakeholders with respect and equality, regardless of age, race, colour, gender, sexual orientation, religion, or nationality.

A.4.2.Confidentiality

All directors shall, both during and after their term, maintain the confidentiality of sensitive information received in their capacity as a Board member. Further, directors will preserve the utmost confidentiality and will not make known any of the following information, which includes but is not limited to:

  • Discipline matters except where there is a public duty to disclose or to the extent that the process or matter is public.
  • Exam results until they are published.
  • Human resource issues except where there is a public duty to disclose or to the extent that the matter is public.
  • Any legal agreements which include confidentiality requirements.
  • Membership matters except where there is a public duty to disclose or to the extent that the matter is public.

No member of the Board shall speak or make representations on behalf of the Board or the organization, unless authorized by the chair and/or the President & CEO. When so authorized, the director’s representations must be consistent with the accepted positions and policies of the organization.

When discussing non-confidential decisions of the Board directors should publicly support and/or not speak against the decision of the Board even if they opposed it at the Board level. Directors will not attribute any point of view specifically to any particular director.

A.4.3.Disclosure of Information/Report Concerns

All directors shall report to the Board Chair, matters including but not limited to:

  • Any information that would reasonably be considered relevant to ensuring the proper conduct and sound operation of the organization.
  • Any illegal or unethical act that the director becomes aware of, or reasonably suspects was committed by a director, officer, or employee of the organization.
  • Any violations of this Policy by another director that they reasonably suspect.
  • Potential conflict of interest situations.

A.4.4.Resignation Events

(Amended February 15, 2017)

All directors shall submit their resignation to the Board if any of the following events occur:

  • The director determines that they are in breach of, or in conflict with, any of the duties, standards, principles, expectations, or obligations of this policy, and that breach or conflict is expected to materially adversely affect their ability to act as a director in compliance with this policy.
  • The director has not attended, or knows they will not be able to attend, at least 50% of the regularly scheduled meetings within a 12-month period.
  • The director determines that they have a conflict of interest or potential conflict of interest that materially adversely affects their ability to act as a director in compliance with this policy.
  • There is any other change in the director’s personal or professional circumstances that the director determines has impacted their ability to serve as a director in compliance with this policy.

The Board has the discretion to accept or reject a voluntary resignation delivered upon a “Resignation Event.” The Board might reject a resignation if, for example, the director’s failure to attend at least 50% of the scheduled meetings was due to illness or other personal issues that are not expected to permanently impact the director’s ability to comply with this policy, or if there is a process that can be reasonably implemented to circumvent the conflict. The Board shall accept any voluntary resignation if the director’s ability to act as a director in compliance with this policy has been materially, adversely affected.

It is expected that the Board Chair steps off the Board upon completion of their term as Board Chair even if there is time left in their elected term as a director.

A.4.5.Removal of Board Member[1]

The Board may, by a resolution passed by at least 2/3 of the Board members voting on the resolution, remove an elected board member from office, after reasonable notice to the elected board member, if the board is satisfied that the elected Board member has contravened the terms of this policy.

A.4.6.Annual Attestation

All directors shall, upon becoming a director and annually thereafter, formally acknowledge that they have read, considered and agreed to abide by the Code of Conduct and such other policies, procedures, laws, statutes, regulations, rules, responsibilities, duties and documents that they may become subject to as a director.

[1] Bylaw 202 (2) The board may, by resolution passed by at least 2/3 of the board members voting on the resolution, remove an elected board member from office, after reasonable notice to the elected board member, if the board is satisfied that the elected board member has contravened the terms of a code of conduct established by the board for its members.