Board and Corporate Governance
Director's Code of Conduct
In discharging the duties and responsibilities of being a Director of the RAA, each individual must operate within the framework and structure of a collective Board. The RAA Directors’ Code of Conduct codifies some of the behavioural expectations governing the relationships amongst individual Directors, between a Director and the Board, and between the Board and RAA management.
The RAA Directors’ Code of Conduct, which is based upon the Australian Institute of Company Directors published Code of Conduct, endeavours to set down an authoritative series of clearly understood and observed rules concerning the conduct of RAA Directors. The Code is not intended to be exhaustive, nor derogate any obligations imposed by law.
This Directors’ Code of Conduct sets the ethical and behavioural standards expected of all Directors of the RAA.
1. A Director must act honestly, in good faith and in the best interests of the RAA.
2. A Director has a duty to use care and diligence in fulfilling their functions, appropriately exercising the powers attached to that office.
3. A Director must use the powers of office for a proper purpose, in the best interests of the RAA as a whole.
4. A Director must recognise that the primary responsibility is to the RAA members as a whole, but should, where appropriate, have regard for the interests of all stakeholders of the RAA.
5. A Director must not make improper use of information acquired as a Director of the RAA or related entities.
6. A Director must not take improper advantage of the position of Director.
7. A Director must not allow personal interests, or the interests of any associated person to conflict with the interests of the RAA.
8. A Director has an obligation to be independent in judgement and actions, and must take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
9. Confidential information received by a Director in the course of the exercise of directorial duties remains the property of the RAA and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Board, or is required by law.
10. A Director should not engage in conduct likely to discredit the RAA or be detrimental to the interests of the RAA.
11. A Director has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of this Code.