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CODE OF CONDUCT FOR COUNCIL MEMBERS

PREAMBLE

This Code of Conduct for Council Members (hereafter referred as This Code) has been endorsed by the Risk Management and Corporate Governance Committee on 18 June 2013 and approved by the Standards Council on 23 April 2014. This Code sets forth principles and ethical standards for Council Members, as defined below, in connection with, or having a bearing upon, their responsibilities at the Mauritius Standards Bureau (hereinafter referred to as the Organization).

Council Members are entrusted with responsibilities as prescribed in the Mauritius Standards Bureau Act 1993, the Code of Corporate Governance for Mauritius and Guidance Notes for State-Owned Enterprises and related documents issued by the Organization and their conduct must comply with the standards and procedures set forth herein.

This Code is set out below in two sections:

Section A – General Principles and Obligations

Section B – Conflict of Interest Policy



Section A – General Principles and Obligations

1    Application

a)    This Code shall take effect as of 23 April 2014 with respect to conduct arising or occurring on or after that date.  The Standards Council shall review this Code from time to time to ensure that the highest ethical standards continue to be maintained.

b)    The letter and spirit of the provisions set forth in this Code shall apply equally to all Council Members including the Chairperson and serve as a source of guiding principles even in situations that are not specifically addressed.  The provisions shall also apply to alternate Council Members when they are acting in such capacity.

c)    In order to reflect the importance of this Code and the obligations contained therein, each Council Member and Alternate Council Member shall, at the start of each new term, and promptly upon taking office or at other times, sign a copy of this Code, to be deposited with the Director of MSB.

2    Basic Standard of Conduct

a)    Council Members shall carry out their responsibilities, as prescribed in the Mauritius Standards Bureau Act 1993, the Code of Corporate Governance in Mauritius and the Guidance Notes for State-Owned Enterprises and other related documents issued by Organization, to their best of ability and judgment.  Council Members shall maintain the highest standards of integrity and observe principles of good governance.  Council Members shall hold the interests of the Organization paramount over personal interests and shall avoid conduct that could bring the Organization into disrepute or create the appearance of impropriety.

b)    Council Members shall ensure that the Organization conducts its business honestly and ethically and constantly improve its services, products and operation and maintain a reputation for honesty, fairness, respect, responsibility, integrity and trust.

c)    Council Members shall endeavor to conduct Board meetings and Board Committee meetings in an open, transparent and independent manner.

3    Confidential Information

    Council Members shall take appropriate steps to ensure that the confidentiality of information is maintained.  Confidential information includes all non-public information that may be of use to competitors or harmful to the Organization if disclosed.  It also includes nonpublic information that our customers have entrusted to us.  Confidential information about the Organization must be treated with sensitivity and discretion.

4    Disclosure of Information

a)    Council Members shall at all times observe the applicable policies and directives regarding disclosure of information.

b)    Council Members shall protect the security of any information obtained in the performance of their duties as Council Members which is not otherwise available to the public and, except as required to perform their duties as Council Members, shall not use such information otherwise or disclose it to others.

c)    The provisions of paragraph 4(b) shall continue to apply to Council Members, without limitation, after their service as Council Members has ended.

d)    Council Members may speak on behalf of the Council only when authorized by the Standards Council and shall make clear in what capacity they are speaking when issuing public statements relating to the Organization and comply with the requirements of 4(a) above.

5    Conduct within the Organization

a)    Council Members shall not attempt to exert undue influence on the day to day administration of the Organization.  Council Members may take appropriate action on certain specific administrative issues at the Organization with the approval of the Standards Council provided that such measures are consistent with the rules, policies and procedures of the Organization.

b)    Council Members shall exercise adequate control over matters for which they are individually responsible.


c)    Council Members shall refrain from giving directives to the staff including the Director.

5.1    Discrimination and harassment

    Council Members shall be committed to providing equal opportunity in all aspects to employment and shall not conduct any illegal discrimination or harassment of any kind.


Section B – Conflict of Interest Policy

6    Conflict of interest

a)    A conflict of interest arises when the personal interests of a Council Member interfere in any way with his/her duties as Council Member or with the interests of the Organization.  A conflict of interest may also arise when a Council Member takes action or has interests that make it difficult to perform his/her works objectively and effectively, or when a Council Member takes actions that intentionally result in improper benefits for that Council Member, immediate family members or other persons or entities.

    An apparent conflict of interest arises when it could reasonably be perceived that a Council Member’s personal interests could improperly influence the performance of his/her duties as a Council Member even if this is not in fact the case.

7    Disclosure of Conflict of Interest

a)    Council Members shall avoid any situations involving an actual or apparent conflict of interest.

    i)    Upon appointment Council Members shall disclose to the Chairperson of the Standards Council any actual or apparent conflict of interest (or doubts about whether a conflict of interest exists) and attempt to resolve the matter.

    ii)    If an actual or apparent conflict of interest arises or there is doubt whether a conflict of interest exists, the Council Member shall promptly disclose the matter to the Chairperson of the Standards Council for guidance.  He/She shall recuse himself/herself by withdrawing from attendance and participation in deliberation or decision-making connected with that matter in case of an actual conflict of interest.

8    Consultancy services related to MSB activities

    Council Members shall not engage in activities incompatible with the proper discharge of their duties as Council Members.  More particularly, they shall refrain from undertaking consultancy services including consultant appointments and any other assignments related to the implementation of management systems.

 

9    Paid appointment

    Council Members shall not seek, apply for, or take up appointment or any other paid assignments in the Organization while serving as Council Members or for a period of six months following the end of service as Council Member.

10    Compliance procedures, Reporting Misconducts and Other Ethic Violations

    Council Members shall report any violation of this Code to the Chairperson of the Standards Council personally or anonymously.



27    March 2014