Individual board members across all sectors have specific responsibilities to deliver upon. On appointment to the board, new directors/board members of state bodies should be provided with induction training. This should include guidance on the board member's responsibilities, duties and the standards of conduct to be met.
Under the Companies Acts 2014, Board members have fiduciary duties which are owed to the organisation, and the organisation alone. The principal fiduciary duties are to:
- act in good faith in what the director considers to be the interest of the company;
- act honestly and responsibly in relation to the conduct of the affairs of the company;
- act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law;
- not benefit from or use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless the company’s constitution permits it or a resolution is passed in a general meeting;
- not agree to restrict the director’s power to exercise an independent judgment unless this is expressly permitted by the company’s constitution;
- avoid any conflict between the director’s duties to the company and the director’s other interests unless the director is released from his or her duty to the company in relation to the matter concerned;
- exercise the care, skill and diligence which would be reasonably expected of a person in the same position with similar knowledge and experience as a director. A director may be held liable for any loss resulting from their negligent behaviour.
Board members should contact the secretary to the relevant state body to inform themselves as to their legal responsibilities and to familiarise themselves with the requirements of company law and such other statutory provisions which have relevance for them in the exercise of their functions.
Each body should have a written code of business conduct for directors. All Board members should abide by their code of business conduct which they should have signed.
Board members are appointed on the basis of the expertise that they are expected to bring to the body. Therefore, board members' specific roles may vary depending on the nature of the state body, their expertise and the capacity in which they have been appointed, whether as a chairperson or ordinary member. Generally a board member will be expected to:
- attend board meetings on a regular basis and be well prepared by reading relevant papers in advance;
- contribute to decision-making and share responsibility for the board's decisions;
- attend training events and keep up to date with subjects relevant to the body's work;
- contribute to the work of committees that have been established by the board; and
- represent the board at meetings and events when required.