A note on good governance and codes of behaviour drafted by a former Chairman of the Ceylon Chamber of Commerce (CCC), Chari de Silva and accepted some years back was recently circulated by the CCC to members of the chamber to illustrate the need for exemplary behaviour in the conduct of meetings, etc. It talks of conflicts of interests among other matters.

Excerpts of the code:

Good Governance for Committees: Code of Behaviour
-- Every member of the committee should be aware of the objects of the institution.
-- His/her contribution to the deliberations of the committee should be designed to further those objects.
-- He/she should never let his personal interests take precedence over the needs of the institution.
-- If ever there is a conflict of interests in connection with any proposal, he/she should inform the committee of it and not be present when the matter is discussed. It is not sufficient to merely not participate in the discussion. His/her presence at the meeting while the matter is being discussed would be a deterrent to a free and frank discussion of the matter.
-- He/she should express an independent, objective view on all matters that come up for discussion, especially when there is some disagreement.
-- He/she should never sit on the fence in such a situation.
-- He/she should not encourage factions and cabals within the committee.
-- The Chairman's/Chairperson's duty is to ensure that all committee members observe these standards of behaviour. On any matter where there is strong disagreement among some members, he should ensure that every member expresses his views. This is essential as otherwise an articulate minority can influence the final decision that may not reflect the true consensus of the committee.

Chairmanship

-- Give sufficient notice of the meeting along with a detailed agenda and any other papers to enable committee members to prepare themselves to make sensible contributions to the deliberations.
-- You may set the ball rolling on each item by expressing your own views but making it clear that you are flexible and would welcome any other opinions. Encourage the members to express their views.
-- On any controversial matter you must elicit the views of every member.
-- Do not permit fence sitting. After all members have expressed their views you should sum up fairly and formulate the consensus. If there is strong disagreement you would have to take a vote.
-- You should always be alert to conflicts of interest and insist that members declare their interest (if you suspect them of having one) whenever a controversial matter is being discussed.
If the matter to be discussed concerns a member you should courteously ask him to withdraw while it is being discussed. This would enable a frank and free discussion to take place. If however any allegations of impropriety are made against the member he should be informed of them (on his return) and be given an opportunity of defending himself.
-- You should be alert to the formation of factions because the characteristic of such cabals is that members of the cabal support each other even when they should not. This, in turn, can lead to wrong decisions being made.
If you detect such a cabal you should expose it so that the rest of the group would be skeptical when evaluating the views of any members at the cabal.
-- You should be alert to the possibility of a member having an agenda of his own that may be at variance with the objectives of the institution. If you detect such a thing you should bring it out into the open and ensure that the committee makes the right decision.