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Board Governance

for the rest of us non-lawyers
Rick Sutcliffe

Disclaimer: The contents of these pages are offered as general principles, but not as legal opinions. Statutory law and entity policy on board structure, lines of authority and board discipline vary widely. Some of the comments here may not be applicable, or may be wrong in some situations, depending on the regulatory and organizational environment. When in doubt consult competent legal counsel. See the further disclaimer at the end.

Definitions and basic concepts for board governance are on the starting page.

Some scenarios illustrating fiduciary misconduct are collected on a separate page.


The word "integrity" comes from the same root as "integral", meaning "whole". The term "transparent" is also used, in the sense that the person speaking does not hide anything or attempt to deceive by commission, omission, or misdirection.

Because fiduciaries are in a position of trust, they must act ethically and honourably. This includes the keeping of said fiduciary duty (expounded here) but is broader.

In positive terms, this means:

  • they guarantee their speech to be accurate--they speak the truth without any admixture of speculation, supposition, elaboration, hearsay, wishful thinking, or fabrication.
  • their word is reliable. Once given, they never go back on a promise, even at cost to themselves.
  • when it becomes physically or financially impossible to fulfil a promise or keep a word given, the failure is disclosed and apologized for. This does not affect liability, but is at least honourable.
  • they obey the law, both in respect to the corporate entity and in their personal lives.
  • they respect and obey the entity's code of conduct and ethics.
  • in general, they attempt to deal directly with personal disputes before disclosing them, unless said dispute involves a fiduciary or staff member of the entity, in which case they must instead report to the board their own misconduct for entering into such a dispute in the first place.
  • if acting as the chair, may place on the agenda only information and routine matters, and maintain strict neutrality in all discussions.
  • if the chair, must yield the chair before raising or speaking to an issue, and remain out of the chair for the duration of the discussion and on any other occasion when the issue arises.
  • they disclose any instances of their own misconduct.
  • they understand that personal misconduct (criminal or civil) affects their ability to be part of the legal face of the entity, and resign from the board until any personal or other legal conflicts are settled.

Violations of integrity

A board must maintain a disciplinary committee to, among other things, determine whether a fiduciary has violated its code of ethics, the law, or their fiduciary duty in such a manner as to compromise the effectiveness of that fiduciary. See the separate section on discipline.

Note that failures to act with integrity, particularly any falsehood or concealing of relevant information from the board may also be civil and/or criminal offenses, and be subject to legal action.

Go back to the starting page.

Last updated 2013 02 06
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