Directors Code of Conduct
- To be a resident or own a house on the Virginia Estate.
- To address shareholders either verbally or in writing in an acceptable, non-abusive manner.
- To ensure all activities are within Middle Oak Management Articles of Association and the private life or property of shareholders is not adversely affected.
- To comply with all legal responsibilities, as a director there are various areas where legislation must be complied with, these include :-
- Correct level and type of insurance;
- Collection of data is in accordance with GDPR legislation;
- Health and Safety legislation:
- It is also necessary to ensure that all contractors retained by Middle Oak Management demonstrate compliance with legislation, this can usually be demonstrated via a statement of work, containing any necessary risk assessments.
- To act in best interests of shareholders, where works will cost more than £10k there must be shareholder agreement prior to starting the works.
- To ensure fees are banked in a timely fashion and arrears are dealt with in a suitable manner. It is not acceptable to allow arrears of greater than 12 months to build up without written dialogue with the relevant shareholder(s).
- To budget fees and money on account appropriately. It may be necessary to vary the fees due to a large amount of arising work or after all capital work is completed and guaranteed, these changes must be agreed at either an AGM or EGM, with suitable time to phase in the changes.
- It is recognised that the board of directors, at a minimum of two people and a maximum of 4, will be unlikely to have all of the professional skills necessary to operate Middle Oak Management, where external advice is required this must be obtained.
- Declare any conflict of interest that may arise and remove yourself from the directors discussion. Should a shareholder vote be required then as a shareholder you can vote.
- Maintain all correspondence in line with legislative requirements, this particularly applies to financial matters where records must be kept.
- Attend planned and ad hoc meetings with fellow directors and shareholders. In the case of the AGM, ensure that shareholders are in receipt of previous meeting minutes and all shareholder proposals are detailed on the meeting agenda to enable shareholders present and absent from the meeting to express their opinion by registering a vote.
Upon completion of tenure:-
- Obtain confirmation from the insurer that directors liability run off coverage is in place This is important as without this protection both you and the company will have no insurance to provide cover should there be any incident during or caused by a director’s tenure.
- Ensure a timely hand-over of all data pertinent to Middle Oak Management, this includes any paper documentation as well as all electronic files.
- Return all tools and equipment in an acceptable condition with no deletion of data. It has been highlighted above that the company must legally maintain records, in the event that data held only on a computer is deleted then this data is lost and the company will hold the ex-director liable should the missing data incur any costs.
- Confirm in a leaving statement that no data pertinent to Middle Oak Management is retained and all hard and soft data has been transferred to the new board of directors.