Conflict of Interest 

a situation where a Director has a private or personal interest that is sufficiently connected to his or her duties and responsibilities as a Director that it influences the exercise of these duties and responsibilities

Duty of Care

is the degree of skill, care and diligence required of a Director in exercising his/her duties that may reasonably be expected from a person of his/her knowledge and experience. This is a subjective standard and will be different for different Directors. For example, a lawyer or accountant would be held to a higher standard than a person with no legal or accounting training. To discharge their Duty of Care, Directors should ask themselves whether they have the information required to make the decision and, provided that they believe they do, they should consider the information critically.

Duty of Loyalty

is the fiduciary obligation that each Director has to act honestly, in good faith, and with a view that is in the best interest of the Foundation.


The Policy

1.   General

1.1 All Directors owe a Duty of Care and a Duty of Loyalty to the Fanshawe College Foundation.

1.2 Directors shall participate in, support, and contribute to the Foundation's endeavours to support the College, its students, and its community.  

1.3 Directors shall avoid behaviours unbecoming of a Board Member including but not limited to activities that are illegal, that are in breach of established Board policies, that demonstrate a lack of respect for Board Members or Board decisions, or that constitute or demonstrate harassment, violence, or discrimination.

1.4 Directors shall comply with policies set by the Board from time to time, including but not limited to policy statements regarding attendance, conflict of interest and policy statements designed to maintain the confidentiality of any and all information, discussions or proceedings at in-camera sessions of the Board, or other information, discussions or proceedings determined by the Board, or the Chair of the Board, to be confidential.

1.5 Directors shall comply with policies set by the College from time to time that have application to Directors, including:

P104 –    Sexual Violence and Sexual Assaul

P207 –    Employee Ethics

P208 –    Respectful College Community and Prevention of Harassment and Discrimination

C202 –   Acceptable Use of College Technology

C304 –   Freedom of Information and Protection of Privacy

1.6 This Code of Conduct applies to all meetings of the Board of Directors and its sub-committees including, but not limited to regular Board meetings, Task Force meetings, and Planning Workshops.

1.7 The Chair is responsible for enforcing the policy and procedures pertaining to the Director's Code of Conduct, which pertains to general conduct, conflict of interest, confidentiality, Board business, attendance, and the day-to-day operation of the Foundation.

1.8 In cases where a Director alleges a breach of Foundation policy by a non-Director, the Director shall follow the procedure specified in the Foundation policy.

2.   Conflict of Interest

2.1    Directors must avoid conflict of interest with respect to their fiduciary responsibility in representing the community.


Fanshawe College Foundation

Board of Director's Policy Manual

Category B- Board Process

Title: Directors Code of Conduct

Policy Number: B-40

Effective Date: February 22, 2016

Reference: 3704