Code of Conduct for the Directors of Scarborough Athletic

INTRODUCTION

This document has been drawn up to clearly outline to supporter-elected Directors their dual mandate from both supporters, who hold them accountable as their representative on the Club Board, and their fellow Club Directors. All directors, the supporter-director included, also have a responsibility to the wider framework of company law.

Whilst many of the provisions of this Code of Conduct relate to a supporterdirector’s specific dual mandate, the Code also seeks to guide all directors of the club in relationships with the supporters and each other. As ultimately all directors are collectively responsible for the good governance and solvency of the club, this Code is intended to be signed by all Directors. The underlying principles of the Code are to make the Board of Directors an effective mechanism for overseeing the direction, strategy and performance of the club. This is also the Board’s key function in Law.

This Code of Conduct sets ethical standards for the Directors of Seadog Trust (also known as Scarborough FC Supporters Society Ltd) and Scarborough Athletic Football Club. In this document, these organisations will be referred to as “the Club”.

Directors will pursue the highest standards of ethical conduct in the interests of Members of the Trust and of Scarborough Athletic Football Club.

The following principles govern their conduct and must be followed in conjunction with the Board Membership Policy.

HONESTY, INTEGRITY AND COMMITMENT

1. Directors shall act honestly and with integrity in all of their dealings on behalf of the Club.

2. Directors will make their best endeavours to attend meetings of the Board of the Club and not be absent without good reason.3. Directors will devote sufficient time and attention to the Club in order to fulfil their duties as a Director.

4. Directors will not discriminate on the grounds of people’s race, religion, gender, marital status, sexual orientation or disability.

5. Directors will not make promises or commitments that the Club does not intend, or would be unable, to honour.

6. Directors have collective responsibility. They are bound by the decisions of the Club Board and when representing the Club will support those decisions outside the Club environment.

7. Directors’ conduct, at all times, will be such that their honesty is beyond question.

8. Directors' conduct, at all times, will be such that it upholds the reputation and good name of the Club.

9. Directors shall adhere to the truth, and not mislead directly or indirectly nor make false statements, nor mislead by omission.

10. Directors shall treat everyone with whom they have dealings as a Director with personal respect and politeness.

11. Represent the club in their dealings with football authorities, local and central government.

PERSONAL TRANSACTIONS

1. Directors’ personal or other business dealings will be kept separate from their dealings as a Director of the Club.

2. Directors shall not use the name of Scarborough FC Supporters Society Ltd, Scarborough Athletic FC or Seadog Trust to further any personal or other business transaction not related to the Club or Seadog Trust or its business interests.

3. Directors shall use goods, services and facilities provided to them by the Club or associated business, strictly in accordance with the terms on which they are provided.

4. Directors shall not be subject to a bankruptcy order or have in place a composition with their creditors.

5. Directors shall not be subject to a disqualification order made under the Company Directors Disqualification Act.

CONFIDENTIALITY OF INFORMATION

1. Directors will ensure that confidential information (or any information that could be considered to be of a sensitive nature) relating to the Club’s operations, its customers, employees, creditors or associated businesses is not given either inadvertently or deliberately to third parties unless that information is required by law or a regulatory body.

2. Directors will not use information obtained by them as a Director of the Club for personal financial gain, nor will that information be used to obtain financial benefit for any other person or business.

3. Directors shall respect the privacy of others.

DISCLOSURE OF INTERESTS

1. Directors shall fully disclose promptly any private or other business interests or any other matters, which may lead to potential or actual conflicts of interest. For the avoidance of doubt, a Director’s interest shall be deemed to include interests of members of his/her family, or interests of those with whom a Director has an existing association.

ABIDING BY THE LAW

1. Directors shall abide by the law at all times.

2. Not have a conviction for an indictable offence (other than a spent conviction as defined by the Rehabilitation of Offenders Act 1974).

PAYMENTS, GIFTS, ENTERTAINMENT AND TRAVEL

1. Directors shall not use their status as a Director of the Club to seek personal gain from those doing business or seeking to do business with the Club. Directors shall not accept any personal gain of any material significance if offered.

FAILURE TO ABIDE BY THE CODE OF CONDUCT

1. Directors whose behaviour or actions are contrary to the spirit of this Code may be subject to disciplinary sanctions. This disciplinary procedure is outlined in further detail in the Board Membership Policy.