Directors’ Code of Ethics & Conduct

JAMAICA MUSIC SOCIETY (JAMMS)

COMMITMENT TO CODE OF ETHICS AND CONDUCT FOR BOARD OF DIRECTORS

I, …………………………………………………………………………………………………… a Board member of the JAMAICA MUSIC SOCIETY (JAMMS) do affirm that I shall at all times, abide by the following tenets:
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Tenet 1: Primary Duty

I shall at all times act in the best interest of the Society and exercise my responsibilities in good faith, pursuant to the laws of Jamaica and JAMMS’s Memorandum and Articles of Incorporation.

Tenet 2: Transparent and Open Leadership

I shall at all times uphold the values of JAMMS and shall contribute towards the furtherance of JAMMS’s Mission and Vision.

Tenet 4: Attendance of Board and Board Committee Meetings

In order to bring effectiveness in the governance of the Society as a Collective Management Organisation (CMO), I shall devote my time and resourcefulness to the Board by ensuring that I prepare, attend and effectively participate in meetings of the Board and Board Committees
where I am appointed as a member.

Tenet 5: Accountability

Corporate Governance emphasizes the protection and promotion of members and stakeholders’ interest through proper utilization of public resources. This calls for transparency and accountability. I shall be honest and open in all transactions relating to the Board and will be responsible and answerable to the Society’s stakeholders, for all the actions that I take as a Director.

Tenet 6: Effectiveness and Efficiency

I shall individually and collectively be effective and efficient in the administration of the Society’s policies to ensure proper resource management.

Tenet 7: Integrity

I shall always uphold integrity in the administration of the Board activities to ensure positive image of the Board and the entire Society, and I will not involve myself in activities that may be prejudicial, injurious and/or bring into disrepute the image of the Society.

Tenet 8: Social and Environmental Responsibility

I recognize that for the Society to achieve its objectives, it must know who its stakeholders are and take into account the relationship it maintains with them. I shall take it upon myself to know the Society’s stakeholders and to guard their interests to ensure that all their needs are appropriately addressed. I shall participate, when called upon, in social welfare activities organized by the Society aimed at bringing about sustainable development in the community.

Tenet 9: Non Interference with the Daily Operations of the Society

I acknowledge that the role of the Board of Directors is to exercise leadership, enterprise, integrity, judgment and to provide oversight strategic direction for the Society; AND that the Management is responsible for the day to day running of the Society. To this end, I shall ensure that I do not interfere with the day to day operations of the Society.

Tenet 10: Compliance with Statutory Requirements

There are various laws, statutes and regulations that govern the operations of the Society as a CMO. I shall familiarize myself with such laws, statutes and regulations and observe strict compliance of the same.

Tenet 11: Compliance with Systems, Rules & Regulations of the Society

I shall participate in overseeing the development and implementation of systems, rules and procedures and will endeavor to familiarize myself and comply with all the said rules, systems and procedures to ensure smooth operations in the Society.

Tenet 12: Disclosure of Interest

I shall declare my interest, or any potential interests, in any matter before the Board, before the said matter is considered and deliberated upon. I shall then excuse myself from any discussions, decision and taking position(s) in such a matter.

Tenet 13: Confidentiality

I shall take necessary precautions to preserve confidentiality by not divulging any information that is communicated to me in the course of my duties in my capacity as a Board member, unless authorized to do so by the Board.

Tenet 14: Preserve Independence

I shall undertake to preserve independence of analysis, judgment, decision and action and to resist any pressure, direct or indirect, whether by fellow directors, suppliers or more generally, any third party, in the course of undertaking my duties.

Tenet 15: Gifts

I shall ensure that I do not directly or indirectly solicit, accept or receive any gift, payment or other consideration from any person in return from providing any service in my capacity as a Board member or other unethical advantage to such a person, or his/her agent.

Tenet 16: Misuse of the Society’s Property

I shall not, directly or indirectly use or allow use of any the Society’s property for my own personal gain or for any other reason other than for approved Society’s activities.

Tenet 17: Use of Company’s Name for Personal Advantage

I shall not use the Society’s name or other facilities for personal advantage.

Tenet 18: Communication with the Members and the Public

Proper communication to the Society’s customers is considered key in expounding the Society’s Mission, Vision and Values. When I do, I shall communicate with the customers, public officers and the general public courteously, clearly and effectively, and I shall at all times uphold and guard the interest of the Society.

Tenet 19: Involvement in Legal Issues

I shall immediately and officially notify the Board of any summons or other legal issues which may involve me in litigation, or other matters that may bring the Society into disrepute and/or loss.

Tenet 20: Promoting Anti-Corruption Activities

I shall oppose corruption and support the vision, mission and values of the Society and play an active voluntary role in promoting anti-corruption activities in the Society. I shall also comply with all statutes, laws and governing policies that relate to corruption and corrupt activities. If I discover any corruption or corrupt activity in the Society, I shall immediately report the same to the Board.

Tenet 21: Promoting Team Work

Team synergy is key increased efficiency in the Society. I shall promote team work by ensuring that I live up to the Society’s values, vision and mission.

Tenet 22: Involvement in Business with the Society

I acknowledge the need to separate personal business from the Society’s business. To this extent, I will not engage in any business activity whatsoever with the Society as this will amount to conflict of interest.

Tenet 23: Official Communication with Members of Staff

I will ensure that any communication with members of staff shall be made through the General Manager or the holder of the office at any given time.

Tenet 24: Adherence to the Board Charter and Manual

In additional to the Laws, Statutes and Regulations governing the Society, I shall at all times be guided by Board Code of Conduct and any other resolutions of the Board made from time to time, to carry out my duties and responsibilities as a Board Member.

Tenet 25: Breach of the Code

I accept that in the event that I am found to be in breach of any of the above tenets, the Board shall forthwith discuss my conduct and recommend the appropriate sanction and/or penalty, as it may be deemed fit.