Schedule 2 PROTOCOL – THE ROLE OF THE COMPANY SECRETARY AND SOLICITOR IN SECURING GOOD CONDUCT 1. Introduction 1.1 This protocol sets out the functions of the Company Secretary and Solicitor (‘CSS’) and the steps that will be taken in the company to ensure that these functions are discharged properly. 2 Functions of CSS 2.1 The roles of CSS are essentially positive, as set out in the CSS key responsibilities on page 20.1 of the Governance Handbook. An underlying objective is to work with Board members and Area Board members (‘members’) and colleagues to secure high standards of probity and fairness in decision-making and thus build up trust and confidence in the company. A key target for CSS will be to ensure as far as possible, that the company’s affairs are run by the members and employees in such a way that the need to report on a conduct issue does not arise. 2.2 The functions of CSS in relation to the internal governance of the company fall into two broad areas as set out below (note that this is not an exhaustive list). Promoting high standards of conduct throughout the company This is achieved through supporting the Standards Committee to deliver its terms of reference in relation to good governance providing advice to members and employees on issues of probity in general advising members on the Code of Conduct for Directors/General Principles of Conduct (as appropriate), declarations of interest and related matters organising and providing training for new members and refresher training for existing members maintaining the members’ register of interests and register of gifts and hospitality receiving complaints alleging that the Code of Conduct for Directors/General Code of Conduct (as appropriate) has been breached carrying out investigations into complaints alleging breaches of conduct by members. Ensuring the lawfulness, fairness and openness of decision-making This is achieved through reporting to the Board on any proposal or matter that has given rise, or would give rise, to unlawfulness or maladministration that would be of concern to Gateshead Council in its continuing relationship with the company under the terms of the Management Agreement between the Council and the company providing advice on the scope of powers and authority to take decisions maintaining and reviewing the company’s governance arrangements (jointly with the Chief Executive and the Director of Finance and ICT) interpreting the documents contained in the company’s Governance Handbook dealing with access to information. 2.3 To assist the CSS in performing these functions CSS may put any item on the agenda of the Board, any committee or Area Board if it appears to CSS to be necessary to do so will be given the opportunity to comment on every report submitted to the Board, any committee or Area Board in the For Decision section of the agenda may advise the Chief Executive to exercise any powers vested in him/her if it appears to CSS to be necessary to do so. 3. Support for CSS 3.1 To carry out his/her role effectively, CSS needs the support of employees across the company and is entitled to rely on their support. In particular any employee who believes that the company may have acted or be about to act unlawfully should inform CSS of his/her concerns all employees should co-operate with any request for information made by CSS in the exercise of his/her duties where employees give advice to members on issues relating to the Code of Conduct for Directors/General Principles of Conduct or to standards of conduct generally, then unless the matter is entirely routine and non- contentious they should inform CSS where a manager investigating an allegation under the company’s Confidential Reporting Code forms the view that illegality or impropriety has occurred, he/she should bring it to CSS’ attention. 3.2 CSS may from time to time nominate a person to act on CSS’ behalf in his/her absence. Colleagues will provide ongoing support to CSS and any such nominee. 3.3 CSS may appoint an employee or other person to undertake a specific task in his/her name and will do so where it appears that CSS’ personal involvement could give rise to a conflict of interest. 4 Liaison with outside bodies Auditors 4.1 CSS will maintain a dialogue with the company’s internal and external auditors on legal issues that might have significant financial consequences. Local Government Ombudsman 4.2 CSS will be informed, where it appears appropriate, of complaints which are being dealt with by the Local Government Ombudsman. In particular, CSS will be informed of all issues where the Ombudsman has made a finding of maladministration which includes adverse findings on the company’s handling of the case in question (or appears likely to do so) where the Ombudsman suggests a local settlement which the Council can reasonably expect the company to contribute towards where there appears to have been a significant failing on the company’s part even if this does not amount to maladministration in the strict sense.