General principles of conduct for NSW Health board members

Those who work within the public sector must maintain standards of conduct and ethics that maintain public confidence and trust. Public confidence means that the public has the right to expect that public sector organisations demonstrate the highest integrity and competence treating all citizens fairly, reasonably and equitably.

Members of government boards and committees as public officials are subject to the general principles of conduct that apply to public sector employees.

Compliance with laws and policy directives

• Requirement to comply with relevant legislation including regulations (refer to section 4 for details).
• Requirement to comply with the Department of Premier and Cabinet Conduct Guidelines for Members of NSW Government Boards and Committees, and the NSW Health Code of Conduct.

Fiduciary duties of good faith

• Duty to act honestly and properly for the benefit of the organisation.
• Duty to disclose interests in matters before the board, including potential conflicts of interest.
• Duty not to divert (without properly delegated authority) the organisation’s property, information and opportunities.

Duty to act honestly and properly for the benefit of the organisation

• A board member must not act in self-interest and must at all times avoid any conflict between their duty to the board and the health organisation, and their own or third party interests.
• A board member has an overriding and predominant duty to serve the interests of the board and the health organisation, in preference, wherever conflict arises, to any group of which he or she is a member or which elected him or her.
• A board member has a duty to demonstrate leadership and stewardship of public resources.

Duty not to misuse the organisation's property, information or opportunities

• Duty of confidentiality of information about the affairs of the board or its organisation obtained as a board member.
• Release of information by a board member must be both lawful and either required by law or authorised by the board.
• The use of the organisation’s property, information or opportunities must be authorised by the board and be for the benefit of the organisation.

Duty to disclose interest

• A board member must disclose to the board any direct or indirect interest the member has in a matter before them.
• A statutory form of this duty is set out in the Health Services Act 1997. It requires a board member to remove themselves from deliberation and voting on a matter in which they have a direct or indirect pecuniary interest.

Duty of care and diligence

• Board members are required to exercise care and diligence in the exercise of their powers.
• A board member need show no greater skill than may reasonably be expected from a person of his/her knowledge and experience.
• A board member is not required to give continuous attention to the organisation’s affairs - the duties are intermittent to be performed at and in preparation for board meetings.
• Where duties may properly be left to an officer of the organisation, a board member is justified in trusting the officer to perform the duties honestly.