7.2 Common law
Under common law a Board member has an obligation to:
- act honestly and to exercise powers for their proper purposes;
- avoid conflicts of interests;
- act in good faith; and
- exercise diligence, care and skill.
Act honestly and to exercise powers for their proper purposes
Members of Boards must act openly and honestly at all times in the performance of their duties. They must ensure that they do not use information acquired by virtue of their position to gain directly or indirectly an advantage for themselves or any other person.
Avoid conflicts of interest
Members of Boards should avoid actual or potential conflicts between their duties to the Government Board and their personal interests or their duties to others. The Queensland Cabinet Handbook states that:
"Ministers are to seek assurances that proposed appointees to Boards, etc do not have private interests that may restrict, or appear to restrict, the appointees' public duty as a board member. Board members have a public duty to declare any private interest that may impinge upon a Board discussion."
Members of Boards who have or acquire directly or indirectly personal or pecuniary interest in a matter decided or under consideration by the Board must:
- as soon as reasonably practicable, prior to the Board meeting, disclose to the Board full and accurate details of the interest;
- not take part in any discussion by the Board relating to the matters; and
- be absent from the room when any such discussion or voting is taking place.
Disclosure of this information should be recorded in the minutes of the Board and reported to the Minister as soon as possible after the meeting. Particular Boards may require members to make prior declarations of interests through completion of a Declaration of Pecuniary Interests Form (PDF, 10 KB).
If there is any doubt as to whether a conflict of interests exists the relevant member should err on the side of caution and declare the interest and excuse himself or herself from the room when any discussion or voting on the particular issue the subject of the conflict is taking place. Further, certain officers defined as 'designated persons' under the Public Sector Ethics Act 1994 (external link) can seek the confidential advice of the Integrity Commissioner about conflicts of interest (see of this Guide).
Exceptions may arise where an officer as a Government Board member is also a member of the particular organisation/fund involved and this matter should appear in the Registration of Personal Interests Form - Other Interests. For example, where a public servant is a member of the State Public Sector Superannuation Fund and is also a member of its Board.
Act in good faith
Because of their position of trust, members' actions and standards of behaviour are required to be exemplary. Members should act bona fide in the interests of the Board and not in their own interest or to pursue personal agendas. Members are expected to act in the best interests of the Board, the State and the community.
Exercise diligence, care and skill
Members of Government Boards have to ensure that they exercise diligence, care and skill in the performance of their duties. They must also take reasonable steps to inform themselves about the functions of the Board, its business and activities, and the circumstances in which it operates. A member must give close attention to Board affairs. A member should obtain sufficient information and advice, and exercise an active discretion at all times to enable him/her to make conscientious and informed decisions. A member should also maintain confidentiality of Board discussions and of information made available.
Last reviewed: 17 July, 2009
Last updated: 22 July, 2009
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