Duties of the Chairperson

The Chairperson presides at meetings of the public entity Board.

The Chairperson gives Directors ready access to up-to-date copies of relevant legislation, policies and procedures.

The policies and procedures are tailored to the public entity’s operating environment and support application of the Code.


Leadership and Stewardship

Directors promote the public sector values to employees through their exemplary behaviour. They encourage a strong culture of accountability where issues are raised early, Board decisions are implemented quickly and people operate within their delegated authority and cooperate with

one another.


Complying with Establishing Legislation and Board Policies


Directors comply with the legislation, ministerial charter, constitution, terms of reference or other document under which the public entity was established. They also comply with any government policies and priorities or any ministerial directions that affect the public entity.

Directors are required to comply with the policies and procedures of their public entity including those relating to:

> assessing the Board’s performance;

> assessing the performance of individual Directors;

> dealing with poor performance by Directors;

> resolving disputes between Directors;

> dealing with conflicts of interest including the offer of gifts; and

> conducting meetings, making decisions and keeping appropriate records.


Care, Diligence and Skill


  • Directors exercise their powers with a reasonable degree of care, diligence and skill. They understand the business of the public entity and the role of the Board. They act responsibly, drawing on any knowledge they possess when considering matters before the Board.
  • Directors regularly attend Board meetings, are actively involved in matters before the Board and consider the financial, strategic and other implications of Board decisions.
  • Code of Conduct for Directors of Victorian Public Entities


  • Directors seek and consider all relevant information and ignore irrelevant information. They base their decisions on the best information available at the time, seek further information if necessary, and accept responsibility for their actions. Directors ask questions about matters before the Board.
  • They may ask management for detailed briefings on the public entity’s business to inform strategic planning and risk minimization.

 Best Interests of the Public Entity

  • Directors act in good faith in the best interests of the public entity. They are active members of the Board and professional in all dealings with fellow Directors.
  • Directors do not allow their personal or professional interests or relationships to influence their judgement.
  • This impartiality means they are objective when participating in Board discussions and decisions.
  • They behave in a way that reflects well on their standing as a Director and on the reputation of the public entity.


Proper Use of Position

  • Directors use their position to promote the best interests of the public entity. They do not use their position to seek an advantage for themselves or another person or to cause detriment to the public entity.


  • Directors do not seek gifts or favours for themselves, members of their family or other close personal or business associates. In addition, they decline gifts or favours that may cast doubt on their ability to apply independent judgement.
  • Directors do not join a Board where they consider that the impartiality of their decisions may be compromised or would reasonably be perceived to be compromised.


Proper Use of Information

  • Directors use the information they gain in the course of their Board duties only for its intended purpose. They do not use the information, including privileged information or commercially sensitive information, to obtain an advantage for themselves or another person or to cause detriment to
  • the public entity.
  • Directors are well informed about freedom of information, privacy and protected disclosure legislation. They respect confidentiality and use their discretion, prudence and good judgement when deciding how to treat information.
  • Directors only disclose official information or documents when required to do so by law, in the legitimate course of duty, when called to give evidence in court or when proper authority has been given. They confine their comments to facts and do not express personal opinion on official policy or practice.


Directors make a protected disclosure to the Independent

  • Broad-based Anti-corruption Commission if they believe improper conduct is occurring within the public entity.
  • They do not leak information internally or externally.

Standing for Election

  • Directors notify the Board if they become a candidate for an election in any state, local or federal election. They do not use the public entity’s resources in connection with their


Fairness and Impartiality

  • Directors act fairly and impartially. When participating in Board deliberations and decisions or when resolving disputes between Directors, they behave in a manner that is free of favouritism and self-interest.

Directors consider all relevant facts objectively when

  • implementing government policy and programs to ensure equitable outcomes. They act in accordance with equal opportunity legislation which protects people from discrimination.
  • Directors are courteous to others. They respect human rights and foster a culture that is free of intimidation and bullying.