Code of Conduct Policy 41-013 | Effective Date: December 14, 2023

Policy

WorkSafeNB is committed to protecting the integrity of the workers’ compensation system. All board members must perform their duties fairly and with integrity, and demonstrate an ability to always act impartially in order to maintain public confidence in WorkSafeNB.

Conduct of Board Members

WorkSafeNB, as public body, is judged by the highest standards of ethical conduct. Board members owe a fiduciary duty to WorkSafeNB to act honestly and in good faith in the discharge of their duties, with a view to the best interests of WorkSafeNB. Board members must exercise the care, diligence and skill that a reasonably prudent person would adhere to when faced with comparable circumstances.

Conflict of Interest

Pursuant to section 8(4) of the Workplace Health, Safety and Compensation Commission and Workers’ Compensation Appeals Tribunal Act (WHSCC and WCAT Act), board members shall at all times act in the best interest of WorkSafeNB, regardless of their appointment as a representative of workers or employers.

Further, under section 11 of the WHSCC & WCAT Act, board members are required to identify and disclose when they have a conflict of interest or believe they or another board member may have a conflict of interest, whether real, potential or perceived.

Interpretation

Confidential Information

1. Board members are required to enter into a confidentiality agreement governing the treatment of confidential information received in connection with their duties as a board member. Board members are required to understand their confidentiality obligations under this agreement, and must at all times safeguard confidential information in a proper manner as required by the agreement.

Board Meetings

2. In addition to attending board meetings on a regular basis, board members must be adequately prepared to participate meaningfully in discussions.

3. The board of directors is committed to teamwork and effective decision-making. To that end, during meetings all board members will:

• Be a positive and constructive force within the board;
• Strive to uphold the values of mutual respect, courtesy and professionalism;
• Encourage and respect individual diversity and the expertise of each board member;
• Be balanced in one’s effort to understand other board members and to make oneself understood;
• Be willing to be a dissenting voice, endeavor to build on other board members’ ideas, offer alternative points of view as options to be considered and invite others to do so; and
• Once a board decision is made, acknowledge the matter is settled and decided even if one’s own view is a minority one.

4. Board members shall participate in board professional development to enhance their capabilities, as identified through the development of the board skills matrix, and shall promote the continuing education of the board as a whole.

5. Board members shall refrain from attempting to influence other board members outside of board meetings.

Gifts

6. No board member may solicit or accept any gift or other benefit that could be reasonably perceived to have influenced them in the performance of their duties.

7. Gifts that can be accepted include:

• Meals, refreshments and entertainment, if they are reasonable, are provided in the proper course of business, and if others would not perceive them as improper inducements; or
• Advertising items and other minor gifts or favours, such as mugs, pens or other promotional items of nominal value received as appreciation for speaking at meetings or delegations or for assisting meetings.

8. If a board member is offered a gift that is prohibited, the unacceptable gift must be declined or returned with explanation of this policy.

Conduct

9. Board members must refrain from doing anything that could reasonably and foreseeably cause loss or damage to WorkSafeNB.

10. Board members should make best efforts to communicate publicly with a unanimous voice to both establish and maintain trust and credibility with its stakeholders.

11. Board members should conduct their business and affairs in an ethical and moral manner, acting reasonably and in compliance with all applicable laws.

Avoiding Conflicts of Interest

12. Every board member is expected to organize any private interest in a way that will both maintain public confidence and trust in the integrity and objectivity of WorkSafeNB and allow the board member to identify, disclose and, where reasonably possible, eliminate any real, potential or perceived conflict of interest.

13. To proactively identify any real, potential or perceived conflicts of interest, board members must annually declare whether they have a conflict by completing a Conflict of Interest Disclosure Form.

14. Board members must be alert to the potential for conflicts of interest in their meeting preparation and should review committee and board materials in advance from that perspective so that possible conflicts of interest can be identified and dealt with before a meeting.

Managing Conflicts of Interest

15. Board members have an ongoing duty to disclose to the Chairperson (or, in the case of the Chairperson, to the Vice-Chairperson):

• Information about any other private interest that may be relevant to WorkSafeNB’s efforts to maintain public confidence and trust in WorkSafeNB;
• All real or perceived conflicts of interest; and
• Any belief that another board member may be in a real or perceived conflict of interest.

Duty to Disclose and Abstain

16. A board member who has a conflict of interest with any matter under consideration by the board shall, at the first opportunity, disclose the existence and the nature of this conflict to the Chairperson. The board member must not participate in any activity related to the matter including to participate in any discussion, attempt to influence the outcome, participate in any vote, or receive any documentation on the matter. The board member must disclose all relevant facts relating to the conflict of interest in writing to the corporate secretary, or designate.

17. A board member must also promptly disclose the existence of any perceived conflict of interest. When in doubt, board members must disclose all relevant facts related to a possible perceived conflict of interest in writing to the corporate secretary, or designate.

18. If any board member has reason to believe that another board member has a conflict of interest or perceived conflict of interest, the board member shall, at the first opportunity, disclose or report the existence and the nature of the possible conflict of interest to the Chairperson (or the Vice- Chair, if the Chairperson is an interested person). The board member must disclose all relevant facts relating to the conflict of interest in writing to the corporate secretary, or designate.

19. If a board member is an officer or board member of another organization and it would be impractical or impossible for that board member to know that the other organization is entering into a contract or transaction with WorkSafeNB, it is sufficient for the board member to deliver a general notice of conflict of interest to the corporate secretary, or designate.

Determining Whether a Conflict of Interest Exists

20. After disclosure of a potential conflict of interest, the corporate secretary, or designate, will promptly inform the chairperson (or the vice-chairperson, if the chairperson has the potential conflict) and provide all information disclosed by the board member related to the potential conflict.

21. The chairperson (or the vice-chairperson, if the chairperson has the potential conflict) will then seek the direction of the board of directors and conduct a vote as to the participation of the board member in dealings with the matter at issue with the board member.

Previous Policy

Policy 41-013 Conflict of Interest release 1, effective August 22, 2019