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Code of Conduct

PURPOSE

The Ontario Racing Association (Corporation) (OR) is committed to ensuring that it maintains the highest standards of integrity and membership/industry trust. Election or appointment to the Board of Directors commits all Directors to ethical and lawful conduct, always acting in the best interests of the corporation. This includes the proper use of authority and appropriate decorum when acting as a member of the Board of Director or as a Committee member.

APPLICATION

This Code of Conduct applies to all Directors and all members of Board of Directors committees including non-Directors. Directors are also required to comply with any Board approved OR policies on Ethics and of Business Conduct.

BEST INTERESTS OF THE CORPORATION

OR is incorporated under the Corporations Act (Ontario) and as such, all of the legal responsibilities of Corporate Directors under the legislation and common law apply to Directors. All Directors of the Association stand in a fiduciary relationship to the corporation. As fiduciaries, Directors must act honestly, in good faith, and in the best interests of the corporation and the membership/industry that appointed or elected them. Directors shall not counsel other Directors or individuals to undertake actions detrimental to the corporation.

All Directors, including ex-officio Directors, are held to the same duties and standard of care.

DUTY TO OBEY APPLICABLE LAWS AND GOVERNING DOCUMENTS

Directors will act always within the scope of their authority as set forth in the letters patent, by-laws, and policies of the Corporation as well as in any applicable legislation. Directors must be familiar with the organization’s governing documents and should follow the provisions of those documents. Directors must be sure that the activities of the organization fall within those permitted by its approved objects of incorporation.

DIRECTORS’ DUTY OF LOYALTY TO THE ORGANIZATION

When serving as a member of the OR Board Directors, Directors will be held to strict standards of honesty, integrity and loyalty. Directors must avoid situations where their personal interests will conflict with their duties to the corporation.

Directors must also avoid situations where their duties to the corporation may conflict with duties owed elsewhere. These duties to OR supersede any conflicting loyalty, such as loyalty to other advocacy or interest groups, membership on other boards, loyalty to an employer or corporation, and the personal interests of the Director. A Director shall not put personal, employer or other corporate interests ahead of the best interests of the corporation.

To assure openness and equal access to information, there must be no private business activity, nor personal services arrangements between any Director or family member of a Director and the Association except as consistent with approved policies and applicable law or bylaws.

When the Board of Directors or a Committee is to discuss and/or decide upon an issue in which a Director has an unavoidable conflict of interest, that Director shall declare the interest and excuse herself or himself from the meeting until the completion of the discussion and deliberation. The Director will not discuss the matter with any other Director either inside or outside the meeting.

Board and Committee members will disclose their involvement with other organizations or other associations that might produce a potential conflict under this policy. Such disclosure will be made at least annually or more frequently if their involvements change. This disclosure will be recorded in the Minutes of the meeting at which the disclosure is made.

DUTY TO BE DILIGENT

Directors have a duty to make and enact informed decisions and policies and to ensure that the activities of the Association are carried out in an efficient, effective, honest, fair, and ethical manner. This requires that Directors prepare for meetings, attend meetings, participate in the discussions, and exercise their best judgment in accordance with their individual level of experience and knowledge.

Preparation – Directors are expected to prepare in advance for Board and committee meetings by reading the agenda and supporting materials prior to the meeting and by completing any comment or review tasks assigned to the Director or committee in sufficient time to prevent delays in decisions to be made or actions to be taken.

Attendance – Directors are expected to attend all scheduled board and committee meetings and comply with the meeting attendance requirements contained in By-law No. 1. Directors are required to attend seventy (70) percent of Board meetings on an annual basis and cannot be absent from three (3) consecutive meetings.

Participation – Directors are expected to participate knowledgeably in board and committee discussions and debates by listening, requesting information, reading materials in advance, asking questions, weighing answers, and making reasoned decisions. Directors are expected to utilize their accumulated personal and professional knowledge and experience in decision-making, and to seek professional advice where warranted.

CONFIDENTIALITY

Directors must respect the confidentiality of information about the corporation. It is recognized that the role of a Director if authorized by the Board of Directors, may include representing OR before government or in public. However, such representations must be respectful of and consistent with the Director’s duty of confidentiality. In addition, the Chair is the only official spokesperson for the Board of Directors. Every Director, officer and employee of the corporation shall respect the confidentiality of information about the Association whether that information is received in a meeting of the Board of Directors or of a committee or is otherwise provided to or obtained by the Director.

A Director is in breach of his or her duties with respect to confidentiality when information is used or disclosed for other than the purposes of the Association (corporation).

RESPECTFUL CONDUCT

It is recognized that Directors bring to the Board of Directors diverse background, skills and experience. Directors will not always agree with one another on all issues. All debates shall take place in an atmosphere of mutual respect and courtesy. All Directors must respect the authority of the Chair.

CORPORATE OBEDIENCE – BOARD OF DIRECTORS SOLIDARITY

Directors acknowledge that all Directors must support properly authorized Board of Directors actions. The Board of Directors speaks with one voice. Those Directors who have abstained or voted against a motion must adhere to and support the decision of a majority of the Directors.

Directors shall not disclose or discuss differences of opinion on the Board of Directors outside of Board meetings, especially with staff or association/industry members (For this reason information on which individual Directors vote for and against any particular motion will not be recorded in meeting minutes unless a Director requests it).

DELEGATION OF AUTHORITY

Board Members must respect the delineation of responsibilities in regards to the role of the collective Board of Directors, the role of the individual Director and the role of the Executive Director.

In delegating responsibility to manage and/or deliver the organization’s programs and services to the Executive Director, Directors recognize that the individual who has been delegated that responsibility, has full authority to make all decisions regarding that activity, if they do not violate any laws, bylaws, or policies of the Association.

When responsibility has been delegated by the Board of Directors to a committee, or to the Executive Director, the responsibility of the Board of Directors is to determine the extent to which progress has been made, and to ensure that there has not been and will not be any violations of laws, bylaws or approved policies.

Individual Directors must not attempt to exercise individual authority over any staff members except as explicitly set forth by a motion of the Board of Directors. Only the Board of Directors as a whole has authority over the Executive Director.

BOARD OF DIRECTORS / ORGANIZATION SPOKESPERSON

The Board of Directors has adopted a policy with respect to designating a spokesperson on behalf of the Board of Directors. Only the Chair or designate may speak on behalf of the Board of Directors. Only the Executive Director (ED) or his/her designates may speak on behalf of the organization unless otherwise determined by the Board of Directors.

No Director shall speak or make representations on behalf of the Board of Directors unless explicitly authorized by the Chair or the Board of Directors. When so authorized, the Director’s representations must be consistent with accepted and approved positions and policies of the Board of Directors.

MEDIA CONTACT AND PUBLIC DISCUSSION

News media contact and responses and public discussion of the Association’s (corporation) affairs should only be made through the Board of Director’s authorized spokespersons. Any Director who is questioned by news reporters or other media representatives should refer such individuals to the appropriate representatives of the corporation – Chair for Board of Director’s business and ED for organization business.

OBTAINING ADVICE OF COUNSEL

Request to obtain outside legal or governance opinions and advice regarding matters before the Board of Directors may be made through the Chair.

NON-COMPLIANCE WITH THE CODE OF CONDUCT

A Director found not to be in compliance with any provision of this Code of Conduct shall not be eligible to act as a Director of the OR and shall vacate the office of Director of the Corporation as provided for in the Corporation by-laws. A finding of non-compliance with this Code of Conduct shall be made by resolution of the Board of Directors at a properly constituted meeting of the Board. A vote related to the compliance or non-compliance by a Director with this Code of Conduct shall be made in the manner required in the by-laws of the Corporation except that such a vote shall require support of 2/3 of the Directors participating in the meeting in order to be passed.