Derby Cityscape Ltd
3rd Floor
Peat House
5 Stuart Street
Derby
DE1 2EQ
Tel: +44 (0) 1332 204194
Fax: +44 (0) 1332 204195
info@derbycityscape.co.uk
Derby Cityscape Ltd
Registered in England 4681228
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CODE OF CONDUCT FOR BOARD AND EMPLOYEES OF DERBY CITYSCAPE LIMITED (“the Company”)
Purpose
In pursuit of its aims and objectives in accordance with its Memorandum and Articles of Association, the Company must maintain high standards of conduct and probity. There is therefore a general duty on all Directors and officials to promote the probity and transparency of the Company and not to use information acquired during the Company’s business to the advantage of themselves, their families or any organisation with which they are associated. It is also their responsibility to ensure that these standards are recognised by and are demonstrable to the general public, local, regional and central government, and its partners.
This is particularly the case because the Company’s aims, and its reasons for selecting its Directors, mean that from time to time Directors’ other occupations will impact directly or indirectly on the work of the Company. It is therefore particularly important to comply with the law’s provisions that a Director must act only in what he/she believes to be the best interests of the Company. In order to fulfil this principle:
• Directors must ensure that their professional, private or personal interests and those of their family or household do not influence their decisions and that they do not use their position to obtain personal gain of any sort to themselves;
• Directors must be meticulous about declaring conflicts of interest, whether actual, potential or likely to be perceived as such;
• The Articles of Association of the Company set out the procedure for dealing with Directors’ interests in clauses 13.8, 13.9 and 13.10. The relevant clauses are set out in Appendix 1 attached.
This code sets out the detail of arrangements for implementing these procedures, and supplements the Articles for these purposes.
Interpreting and applying these requirements
The Board has resolved the following in order to apply the general principles set out above.
I. Non-Executive Directors perform their role as volunteers and receive no remuneration from the Company (other than expenses actually incurred in attending meetings, functions, or related training courses of conferences).
II. A prior resolution of the Board will be required before the Company enters into any business arrangement or contract with any contractor, supplier, professional firm, company or business associate in which any Director has any interest. (This will not normally apply to major service providers such as Gas, Electricity or Water Companies).
III. The Company will maintain a Register of Director’s Interests, which will be available for public inspection. It is the responsibility of every Director to ensure that their entry in this Register is complete and up to date, and the Register as a whole will be reviewed on an annual basis. The Register will contain the name of any company, organisation or other relevant outside interest with which the Director is associated, along with a brief description of its principal activities.
IV. In the course of meetings of the Company’s Board, immediately prior to the commencement of the relevant agenda item, Directors shall declare:
a. Any interest in an organisation relevant to that agenda item which is not listed in the Register, including shares held in any company relevant to that item.
b. Any interest in an organisation which is listed in the register but where the subject of the agenda item lies outside the description of the nature of activity specified in the Register.
c. Irrespective of the Register, any actual or potential ownership of land or property or other pecuniary interest of relevance to the agenda item under discussion, of which the Director is aware and which is not at that time commercially confidential.
V. If any item under iv) above becomes apparent to a Director after discussion of the agenda item has commenced, he/she shall declare it at that time.
VI. For all declarations under iv) and v) above, the Board shall determine whether the Director shall participate in discussion, remain in the room, or leave the room for the duration of that item, in accordance with para 13.10 of the Memorandum of Association.
VII. Matters which are commercially confidential for the purposes of iv) above shall relate only to potential or current negotiations which have not yet resulted in a legally binding interest directly or indirectly in a piece of land or property. When a Director is aware that such an interest is relevant to an agenda item, he/she shall notify the Chairman in advance of the meeting, in confidence, and shall act on the Chairman’s advice on withdrawing for that item, or an sending apologies for the meeting as a whole. The Chairman shall maintain a record of all such notifications which, unless the Director satisfies the Chairman that they remain confidential, shall be added to the main Register six months after the relevant Board meeting.
VIII. Any Director who, during the course of a Board or associated meeting, becomes aware of a conflict of interest on a matter of commercial confidence, as defined in vii) above, shall take no further part in further discussion of that item and shall notify the Chairman, in confidence, immediately after the meeting. Any Director who perceives that remaining present might gain any actual or perceived pecuniary advantage from him/her, or for any organisation with which he/she is associated, shall withdraw from the meeting without explanation but shall notify the Chairman immediately after the meeting. All such notifications shall be recorded as in vii) above.
IX. If the Chairman finds himself in the circumstances described in vii) or viii) above, he shall notify the chief Executive on the basis described, and the same processes shall be followed.
X. Items ii) to ix) inclusive shall apply to employees of the Company in the same way as they do to Directors.
XI. No employee of the Company shall, in pursuit of private business interests, engage in activities similar to those for which he/she is employed by the Company in any of the following circumstances:-
a. The acquisition of land and property, except in respect of his/her personal residence, within the geographical area in which the Company operates.
b. With, or on behalf of, any registered firm which is, or within the last twelve months has been, engaged by the Company.
These restrictions will also apply to the members of his/her household.
XII. To achieve a situation where all Board Members are clear on where others may have an interest it is of prime importance particularly for those board Members not centrally involved in property development on a day to day basis that the company be concerned to ensure that they have a full understanding of the position in respect of each project.
Project reports presented to the Board through the Development and Acquisitions Sub-Committee, or indeed discussed at these Committee meetings, shall note the various interested parties in any particular project and the nature of their interest. Those parties would be external organisations and individuals as well as Board Members. Board/ Committee members would be encouraged to add interest which they or their organisations have to the list. Once attached to the report that list will be a permanent attachment updated as necessary.
Materials and Services
Any Director or employee or a member of his/her household wishing to engage a company utilised by the Company to carry out work or private services on behalf of him/herself or a member of his/her household or immediate family to a value greater than £120 (inclusive of VAT) shall register the fact with the Chief Executive in a register set up for that purpose. No work should be so contracted without the prior approval of the Chief Executive of the Company. Whilst not preventing Directors or employees from using such firms, this ensures that all such transactions can be demonstrated to be proper and legitimate.
Gifts and Hospitality
Gifts, other than of nominal value, shall not in any circumstances be accepted from any company or organisation which has a past, current or potential commercial relationship with the Company and/or past, current or potential involvement in projects in its area.
A register will be kept of hospitality received by Directors or employees from any company or organisation, and hospitality involving an overnight stay will not normally be accepted.
Appendix 1
Extract from the
ARTICLES OF ASSOCIATION
OF
DERBY CITYSCAPE LIMITED
13.8 Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any interest of his, a director notwithstanding his office:
13.8.1
may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is in any way interested;
13.8.2
may be a director or other officer of or employed by or be a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is in any way interested;
13.8.3
may or any firm or company of which he is a member or director may act in a professional capacity for the Company or any body corporate in which the Company is any way interested; and
13.8.4
shall not by reason of his office be accountable to the Company for any benefit which he derives from such office, service or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit;
13.9
For the purposes of Article 13.8:
13.9.1
a general notice to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified;
13.9.2
an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and
13.9.3
an interest of a person who is for any purpose of the Act (excluding any statutory modification not in force when the Company was incorporated) connected with a director shall be treated as an interest of the director and in relation to an alternate director an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
13.10
Unless the board decides otherwise, whenever a director has an interest in a matter to be discussed at a meeting of the board of directors (or a committee of the board of directors) the director concerned shall:
13.10.1
declare such interest at or before discussions begin on the matter;
13.10.2
Unless the board of directors resolve otherwise or the director is a Founder member Director and his/her interest is in a matter relating to his/her Found member appointor;
13.10.2.1
withdraw from the meeting for that item;
13.10.2.2
not be counted in the quorum for that part of the meeting;
13.10.2.3
not be entitled to vote on the matter.
Approved by the Audit Committee
12th September 2005