CODE OF CONDUCT FOR BOARD MEMBERS
Version adopted by the Ordinary Meeting of the General Assembly#84 (3-4 December 2024)
General Statement of Expectation
Each Board member is expected to adhere to a high standard of ethical conduct and to act in accordance with ETSI's Vision, Mission, Values and commitments.
The good name of ETSI depends upon the way Board members conduct business and the way the public perceives that conduct.
Unethical, misleading, ambiguous actions, or any conduct that might lead to such interpretation, cannot be accepted.
Board members are to be guided by the following principles in carrying out their responsibilities.
Note, however, that these principles are not limiting the duties, obligations, or legal requirements which all Board members must comply with.
Loyalty
Board members shall not be, or appear to be, subject to influences, interests or relationships that conflict with the interests of ETSI’s organization or its ability to operate for the benefit of the ETSI community.
Board members shall serve the interests of ETSI's organization and the global ETSI community and shall act to protect ETSI’s interests and those of its staff members, assets and legal rights.
When acting in support of EU policies and legislation, Board members shall take into account the interests and the objectives of the European Union, e.g. as laid down in EU legislation, EU policy documents or outlined by ETSI’s Counsellors.
Care
Board members shall act with seriousness and diligence to participate in the affairs of the Board and its committees, shall act prudently in exercising the oversight of ETSI’s technical activities and shall be attentive to the legal ramifications of their personal and Board's actions.
Board members are expected to be familiar with ETSI's Directives and the environment in which the Institute operates, and understand ETSI's activity, policies, strategies, and ETSI’s Vision, Mission, Values and commitments.
Board members shall take such steps as are necessary to be sufficiently informed to make appropriate decisions in the Board and to participate in the Board's activities.
Board members are expected to attend all meetings of the Board, except where exceptional circumstances make their attendance impractical.
Compliance with Laws, Rules, and Regulations
Board members shall comply with all laws, rules, and regulations applicable to ETSI. If necessary, Board members can always ask the Legal and Governance department for advice.
Observance of Ethical Standards
Board members must adhere to the highest of ethical standards in the conduct of their duties. These include honesty, fairness, and integrity.
Avoiding conflicts of Interest
Board members shall perform their role with utmost integrity and prudence.
Board members shall act in the interests of the Institute and the membership, avoiding conflicts of interest. They shall not put pressure on others or use undue means such as bribery, e.g. for gaining support or benefiting in some way. In performing their Board roles, they shall execute the relevant tasks using their best professional judgement, including the avoidance of improper influence when offered opportunities, gifts, or entertainment.
Board members shall declare any conflict of interest, for example where the interests of ETSI conflict with their own interests or the interests of their employer/supporting ETSI member.
It is reminded that as ETSI is governed by French law, conflict of interest is also submitted to French rules (link hereunder attached).
https://www.agence-francaise-anticorruption.gouv.fr/files/files/AFA_Guide_conflits%20interets_EN_juin%202022.pdf
The Legal and Governance Director can assist any Board member in case of doubt.
Confidentiality
Board members shall maintain the confidentiality of information entrusted to them by ETSI and/or by other members when clearly indicated as confidential. except when disclosure is authorized or legally mandated. Even if confidentiality is not specified it is expected from Board members to keep discretion and respect of privacy in the use of such information, especially when there is no shared position agreed among the members.
Board Interaction with Media
The Board recognizes the diversity and different interests among the ETSI community and will therefore ensure that no communication coming from ETSI will breach the principles of confidentiality and privacy or will harm ETSI’s interests.
As laid down in the ETSI Directives, the legal responsibility for ETSI falls on the Director-General, who is therefore the one entitled to speak for the Institute. Any other public intervention of any Board member in the name of the Institute shall be agreed by the Board in consultation with the Director-General.
Acting in Personal Capacity
Board members shall act in an individual capacity and shall represent the common interests of the ETSI membership. They shall also always make clear that they represent ETSI and avoid any possible confusion with the positions of their respective employer or supporting ETSI member.
Enforcement
Breaches of this Code, whether intentional or unintentional, shall be reviewed by the Board with the Director of Legal and Governance (excluding any Board members whose breaches are under review), who, if necessary, shall make recommendations for corrective action. Breaches of this Code may be a cause for initiating the dismissal procedure of the Board member committing the breach(es) in accordance with ETSI's rules and/or applicable law.
Board members will discuss with the Director of Legal and Governance any questions or issues that may arise concerning compliance with this Code.
Affirmation
All Board members shall read this Code at least once per year and shall certify in writing that they have done so and that they understand and are willing to adhere to the Code.
Review
This Code will be reviewed periodically by the Legal and Governance department of ETSI, which shall make recommendations to the full Board regarding changes to or rescinding of the Code, as deemed appropriate.