GAS Code of Conduct
Code of Ethics for GAS Directors
Revised: February October 2, 2018
Previous version: June 13th, 2018
Availability: Main Office
Approved by: The Board of Directors
Approval Date: April 23rd, 2015
Next Review: January, 2021
This Code of Ethics for Directors of the Gloucester Agricultural Society (GAS) applies to all members of the Board of Directors. The principles outlined in this document are intended to:
- codify a standard of conduct by which all directors are expected to abide;
- protect the business interests of GAS;
- maintain GAS’s reputation for integrity; and
- foster compliance with applicable legal and regulatory obligations.
The principles in the Code are the individual and collective responsibility of all directors.
1.2. Following these principles
The principles in this Code require a consistent and high standard of ethical conduct for all directors.
Directors must act, and must be seen by GAS’s employees, customers, regulators, communities and shareholders (“stakeholders”) to be acting, in accordance with these principles.
1.3. Other requirements
This Code outlines basic principles that apply generally to directors of GAS. In addition, the Board has adopted various mandates, policies and procedures applicable to specific topics and activities with which directors are also expected to comply.
From time to time, a situation may arise that warrants a waiver of one or more provisions of this Code. A director who believes that a waiver may be appropriate should first consult with the President, the General Manager or Treasurer of the Board. A waiver may only be granted by the Board of Directors or a Committee of the Board of Directors.
This Code will be revised from time to time to reflect changing legal, regulatory and ethical standards. The current version of this Code is available in the administrative documents held by the General Manager.
1.6. Breach of GAS’s principles or policies
Directors must be seen by stakeholders to be honest and above reproach at all times. In order to uphold our commitments to our stakeholders, GAS will act to protect GAS’s image and reputation and avoid possible legal penalties.
Any violation of this Code or applicable laws and regulations, including the requirements set out in this Code, may require your resignation from the board and may also result in civil, criminal or regulatory action.
Any director who, during the course of his or her duties for GAS, has:
- engaged in criminal activities;
- allowed a situation causing a material conflict of interest to arise;
- knowingly breached his or her obligations with regard to the use or disclosure of confidential information;
- intentionally permitted the input of inaccurate information into GAS’s books and records;
- knowingly accepted improper documentation; and/or
- knowingly misrepresented or omitted, or permitted others to misrepresent or omit, material facts about GAS to others;
will face disciplinary action, which might include having to resign from the Board of Directors, even where there is no loss to GAS. Further, regulatory and/or public disclosure may be required.
1.7. Reporting violations
Our success in upholding our commitments also relies on directors reporting facts and incidents that may involve a breach of these principles.
A director must promptly report any activities or practices (by himself, herself or others) if the director has good reason to believe any part of the principles in this Code has been violated. Failure to report may result in disciplinary action, which might include having to resign from the Board.
A director may report any suspicious request, activity or practice to the President or to the General Manager or Treasurer of the Board. Directors may also report concerns to the Auditor of the Society regarding accounting, internal accounting controls or auditing matters through procedures established by the Auditor of the Society for the confidential, anonymous handling of such concerns.
Should a director report suspicious activities or practices, the report will be treated confidentially to the extent possible and consistent with GAS’s responsibility to address the issue raised. No Director, officer or employee of GAS is subject to retaliation for reporting suspicious activity in good faith. Without limiting the generality of the foregoing, no director of GAS may attempt to intimidate or retaliate (directly or indirectly) against another director who makes such a report. An offending director will face disciplinary action for taking such retaliatory action, which might include having to resign from the Board.
2.0 General Conduct
2.1. Upholding the law
GAS is subject to numerous laws and regulations in jurisdictions in which we carry on business which have an impact on the products and services we are able to offer and the ways in which we offer them. Violation of the law can affect GAS’s reputation and our ability to carry on business.
Many of the requirements in this Code involve legal and regulatory obligations that apply to GAS, its directors and all of its employees. In some cases, a breach of those obligations may result in penalties to GAS, its directors and its employees, including fines and/or imprisonment.
Complying with the requirements of this Code will assist directors in following the law. Directors who want more information or clarification of the laws and regulations that apply to them may contact GAS’s General Manager or consult with any independent outside counsel engaged by the Board of Directors or GAS for this purpose.
2.2. Honesty and integrity
The agricultural fairs industry in which GAS operates is built on the highest level of trust. Integrity is a cornerstone of our business. Directors must act honestly and fairly and exhibit high ethical standards in their dealings with all stakeholders. Engaging in dishonest or unethical activity negatively affects GAS. It erodes client trust and may weaken our reputation within the community.
Involvement or even attempted involvement in dishonest activity is unacceptable and may result in disciplinary action, which might include having to resign from the Board of Directors. Further, regulatory and/or public disclosure may be required.
2.3. Full and fair disclosure
All directors involved in reviewing or approving information for inclusion in any reports or documents which GAS is required to file with any governmental or regulatory agency or any public communications are responsible for satisfying themselves that GAS employees who are responsible for preparing and/or providing such information have implemented procedures designed to confirm that (i) information provided is complete, accurate and current, (ii) reports and documents are prepared in conformity with all regulatory requirements and filed in a timely manner, and (iii) disclosure in reports and documents that GAS files with, or submits to, regulators as well as in public communications made by GAS, is full, fair, accurate and timely.
If a Director becomes aware of a materially inaccurate or misleading statement in a public communication, that director must report it immediately to the President, the General Manager or the Treasurer of the Board. Making false or misleading statements to external auditors can be a criminal act that can result in severe penalties. No director may directly or indirectly take any action to fraudulently influence, coerce, manipulate or mislead GAS’s independent external auditors for the purpose of rendering GAS’s financial statements misleading.
2.4. Harassment and discrimination
All individuals should be treated fairly, equitably, with decency and with the utmost of respect. Harassment or discrimination of any sort is strictly prohibited.
3.0 Conflict of Interest
Conflicts can occur between the interests of directors and GAS. Concern over conflicts of interest (or the appearance of conflicts) is the source of many of the principles outlined in this Code.
Directors must take care to ensure that they identify and avoid any situation of actual or apparent conflict of interest, whether the situation involves the director directly or a member of his or her immediate family.
Even when a director believes that his or her actions would not be influenced, the director must take steps to guard against even the appearance of a conflict. In resolving conflicts, directors must subordinate their personal interests to those of GAS.
A director should seek the advice of the President, the General Manager or Treasurer of the Board with any questions or concerns and must immediately disclose any material transaction or relationship that reasonably could be expected to give rise to an apparent or actual conflict.
3.1. Gifts, benefits and entertainment
On occasion, existing or potential customers or suppliers of GAS may want to give a director a gift, or benefit, or provide entertainment. In some circumstances, accepting them will not raise a conflict of interest. However, gifts, benefits and entertainment may also be seen by others to be a bribe or an inducement that clouds objective and fair business decisions.
Directors should consider the following before giving or accepting a gift, benefit or entertainment to or from an existing or potential customer, supplier or employee of GAS:
- Is the gift or benefit of nominal value?
- Is the cost of entertainment, including meals and/or social activities, within normal business practices?
- Is it solicited?
- Is it given or received in return for recommending that GAS engage in a specific transaction with an existing or potential customer or supplier?
- Is it given or received in return for the referral of business to or from GAS?
- If knowledge of the situation were to become public, would it adversely affect GAS’s reputation?
- Is it legal?
Further, a director may not give or receive a gift, benefit or entertainment when he/she knows that doing so will violate the business practices of the other party.
As used in this section, “benefit” means any offer made and accepted that provides the recipient with a benefit or advantage, such as a discount from a customer or supplier, that is being offered because of the Director’s relationship with GAS.
3.1.1. Travel and accommodations
Directors generally may not accept travel and accommodations offered purely for their personal use because of their relationship with GAS. This means, for example, that a director may not accept free use of a vacation condominium for an immediate family member from an existing or potential customer or supplier of GAS. Two of the President of the Board, the General Manager or Treasurer of the Board of GAS GAS must approve any exceptions.
If it is in the interests of both GAS and a customer or supplier, and if the director obtains prior approval as noted above, it may be permissible to accept partial payment from a customer or supplier for travel and accommodation to a business function. Customer or supplier payment of travel expenses for an immediate family member is not permitted.
3.1.2. Gifts, benefits and entertainment that exceed a nominal value
Directors may encounter a situation where refusal of a gift, benefit or entertainment of more than a nominal value may jeopardize GAS’s relationship with a customer or supplier. In this situation, a director must consult the President, the General Manager or Treasurer of the Board on whether the gift, benefit or entertainment can be accepted. Such gifts, benefits or entertainment must be disclosed at the earliest available Board meeting.
3.1.3. Personal borrowing and lending
Borrowing from or lending personal funds can be seen as a conflict of interest, even though the actions of the director may be sincere. This action could affect a director’s image and objectivity in performing his or her duties on behalf of GAS.
A director must not use his or her relationship with GAS to borrow from or lend to any customer or supplier with whom GAS has an ongoing or potential relationship of which the director is aware, or use this relationship so that others related to the director or under that director’s control can do so. Unless exceptional circumstances exist, directors should neither borrow from nor lend personal funds to another director or to an employee of GAS, and, in any case, must avoid borrowing or lending which could give rise to a conflict of interest.
3.2. Community activity
3.2.1. Non-profit organizations
As an active member of the community, GAS recognizes that donations are a big part of support for non-profit organizations, including the causes that GAS supports as an organization. However, directors must be aware that given their senior roles with GAS, in some cases, generating donations can suggest to existing or potential GAS customers or suppliers that they have an obligation to support a non-profit organization in order to maintain or initiate a relationship with GAS. Similarly, soliciting donations from a fellow director or employee of GAS may impair working relationships if the individual feels obligated to contribute.
Accordingly, directors may personally promote charitable causes as long as they make it clear that they are acting on behalf of the charity, that there is no obligation to contribute, and that lack of support for a cause will not result in any adverse consequences to a relationship with or at GAS.
To this end, directors should avoid using GAS e-mail systems for the purpose of soliciting donations or contributions.
3.2.2. Political activity
It is the responsibility of directors making political contributions in their personal capacity to familiarize themselves with all regulatory restrictions and procedures applicable to them.
Since political views are highly personal, GAS does not support political activities on GAS premises or which use GAS facilities – such as seeking political donations, campaigning or actively promoting political activities – unless authorized by the Board of Directors further, directors should never use their position to compel other directors or GAS employees to make a political contribution or to attempt to influence any vote or political activity.
3.3. Business activities outside of GAS
As a general rule, GAS expects its directors to avoid any outside activity, employment, position, association or investment that might interfere or appear to interfere with the independent exercise of a director’s judgment regarding the best interests of GAS.
Examples of outside business activities which may involve a conflict of interest are those that:
- affect the objectivity and independence of the performance of a director’s duties and responsibilities for GAS;
- involve the use of any information about GAS or its customers, suppliers or employees;
- involve accepting an opportunity to engage in a business activity or to make an investment of which a director becomes aware either (i) in connection with his or her functions at GAS or (ii) through the use of corporate information or property, if the opportunity is one that the director should reasonably believe would be of interest to GAS or one that the person offering the opportunity to a director expects to be offered to GAS first;
- place the director in a position that gives the appearance that he or she represents GAS when, in fact, this is not the case; or
- imply that GAS endorses a particular product, service or company.
A director is encouraged to discuss any outside business activity with the President, the General Manager or Treasurer of the Board before he or she becomes involved, to ensure there is no conflict of interest (actual, perceived or potential). If this activity involves another business organization or if there is any concern about a possible conflict, a director must obtain the prior written approval of the General Manager before he or she proceeds.
Directors must alert and resolve any new conflicts that arise through an activity with the President, the General Manager or Treasurer of the Board as necessary.
4.0 Confidentiality and privacy
Confidentiality is fundamental. Our customers trust GAS with their confidential information, as do our colleagues and suppliers. To preserve and protect that trust, and to meet legal requirements, each director has a duty to preserve and protect confidential information. A Director’s duty regarding confidentiality continues even after they no longer serve on the Board of GAS.
The duty of confidentiality extends to information not only about GAS but also about GAS’: customers, employees and suppliers, including proprietary information owned by suppliers.
A Director’s duty applies to all information about GAS’s business, including marketing plans, agreements, customer lists, databases, trade secrets, intellectual property as well as information about competitive and strategic matters, and material, non-public information such as information about GAS’s current or projected earnings and new business initiatives.
Directors must preserve the confidentiality of customer, employee, supplier and GAS information, and access information only when they have been authorized to do so and there is a valid business reason.
4.1.1. Guidelines for protecting confidential information
Safeguarding confidential information is important whether it be on GAS property, in a home office or in transit. When in doubt about how to handle confidential information, a director should seek guidance from the General Manager of GAS before using or disclosing it.
Directors must take all reasonable steps to protect confidential information, including the following:
- controlling access to confidential information;
- exercising care when discussing confidential information with other directors, employees of GAS, and other third parties (including family members and friends);
- not discussing confidential information in public places, such as airplanes, elevators and restaurants;
- keeping documents involving GAS away from areas where they can be lost, stolen or viewed by individuals without a need to know, and taking steps to secure sensitive information when it is unattended;
- safeguarding documents being taken away from GAS premises;
- adhering to GAS policies or guidelines on records management;
- not leaving computers and personal computing devices such as iPads unattended and accessible to individuals without a need to know, and logging off computers and personal computing devices such as iPads when not in use; and
- not sharing confidential information about GAS with companies that are, or may be, seeking to provide products or services to GAS, except as required in any bidding process after authorization from GAS.
4.1.2. Privacy of customer information
GAS’s privacy standards are a commitment to protect and preserve the privacy of our customers.
Directors may not disclose GAS customer information to anyone outside of GAS unless the General Manager has been consulted and authorized disclosure.
Directors should presume that information about a GAS customer and information received from them is confidential unless the customer indicates otherwise. This includes information about whether or not an individual or business is a customer of GAS. Even seemingly trivial information like this may be important to a customer or may indirectly convey important confidential information.
4.2. Electronic communication
GAS reserves the right to access, store and monitor the use of GAS‘s network and computing facilities and voicemail system and to restrict use without prior notice. Directors must exercise good judgment when using these electronic channels whether personally or for GAS purposes.
Directors may not use GAS’s facilities to access, download, or distribute information that may be considered offensive, unethical or discriminatory or that could harm GAS’s reputation.
Directors may use GAS’s computer resources only if the use is in accordance with GAS’s policies that govern their use.
Directors must not give out their passwords to access bank systems, except as required for business continuity or other security reasons. Directors are accountable for all activity carried out under their ID’s or passwords.
4.3 Maintaining records
Complete and accurate records help GAS maintain and build customer and employment relationships and manage its business within appropriate risk management guidelines. Without them, the integrity of GAS’s business may be compromised, as well as the trust of GAS’s stakeholders.
- exercise care and diligence in following applicable record-keeping policies and procedures relating to the records of GAS;
- never make or knowingly permit the making of false or misleading entries in GAS’s books and records; and
- never destroy, alter or falsify or knowingly permit the destruction, alteration or falsification of, any records relating to GAS, its directors, employees and/or customers, that are potentially relevant to a violation of law or any litigation or pending, threatened or foreseeable government or judicial investigation or proceeding.