Code of Practice for Council Members

31 Code of Practice for Council Members 23 Council are exercised in a collective manner and decisions are made by formal resolution. Moreover, the University is a separate legal entity, distinct from its members or officers. However, claims may be made in relation to the collective decisions and actions of the Council. The University has Directors’ & Officers’ Liability and Company Reimbursement Insurance that can cover the costs of any claims of negligence that may be made against Council members in carrying out their duties. A Council member should inform the Bursary, via the Secretary, in writing once s/he becomes aware that such a claim would be made against him/her. 4.8.7. Monitoring of University’s Subsidiary Companies & Institutes The Council has a responsibility to ensure the long-term sustainability of the University and maintaining its reputation. It will therefore want assurance on external activities with significant potential financial or reputational risks. Where such activities involve commercial transactions, care must be taken to ensure that arrangements conform to the requirements of charity law and regulation. This is particularly the case where the University has established subsidiary entities, for example separate operating companies or charitable trusts, and institutes outside Hong Kong. The Council should obtain assurance that the board of any subsidiary entity possesses at those attributes necessary to provide proper stewardship and control. The Council should be clear about its responsibilities in relation to any other corporate governance arrangement and associated reporting regarding any subsidiary. 4.8.8. Confidentiality in the Conduct of Council Business Council members are expected to comply with the following rules for ensuring that Council business is conducted in confidence. They are also applicable to persons in attendance at the Council meetings. The rules consist of the following elements: a. Council documents – All Council documents, including agenda, papers presented at meetings, minutes, circulars, etc., are confidential to Council members, and shall not be copied or otherwise disclosed to non-members except with the permission of the Chairman as confirmed in writing by the Secretary of the Council. Council members shall only make use of the information contained in the Council documents solely for the purpose of discharging their functions as Council members, unless the information is already in the public domain. Council members will be responsible for ensuring that their assistants/ secretaries handling Council documents on their behalf are appropriately briefed on the proper handling of these confidential documents.