Code of ethics for KVS board members

Following the decision of the Board of Directors of June 21, 2021, the code of ethics for the Board of Directors of the theatre is determined as follows:

0.  Linguistic Comment

A KVS director or a participant in the meeting can be male, female, or of unspecified gender. In order to keep the text below simple, we have chosen to refer to those persons with the words they/them everywhere, and these words should be read in this text as referring to all KVS directors and participants in the meeting, regardless of their gender.

1. Purpose

The Board of Directors wishes to strive for the highest possible quality in its operations. In doing so, it wants to take good governance as the basis for its functioning.
The Board of Directors wants to facilitate an open debate within the Board of Directors by drawing up and respecting a code of ethics.
For the outside world, this is a guarantee that any decisions taken on the part of the directors are tested against the principles of good governance.
The legitimacy of the board is thus strengthened and made visible.

1. Justification

Various interests and competencies are represented on the board of directors. This diversity is important for achieving good governance.
This realisation entails obligations and responsibilities: a code of conduct is a positive instrument to describe these obligations.

2. Definitions and working methods

2.1. This code of ethics is drawn up by the board of directors and describes the preconditions for a director to participate effectively in the discussions and to assume their responsibilities.

2.2. “Directors” are only defined as: the persons who represent the statutory founders (City of Brussels, Flemish Community and VGC).
In addition, non-voting members also participate in the meetings, such as the staff representatives, the experts appointed in accordance with article 5, paragraph 5 of the statutes, the government commissioner appointed in accordance with article 6 of the statutes, and the artistic and business leaders.
Together they are referred to as “meeting participants”, while the term “director” only refers to the voting members designated by the statutory founders.

2.3. The code applies to every participant in the meeting in every situation in which they act in that capacity, i.e. whether in the board of directors, in the committees set up within the board of directors or in any action or representation outside the actual meetings.

3. Code of conduct for meeting participants

3.1. Conflicting interests and incompatibilities

3.1.1. If a participant in the meeting notices in the agenda or during the discussion that there could be a conflict of interest on their part, they immediately report this to the other directors before the board of directors comes to a decision. The chairperson determines the further course of action in accordance with article 12 of the statutes and informs the board of directors about this.

3.1.2. The following are considered incompatible, among others:

• having or entering into a business relationship with KVS, insofar as this can influence the decision-making process
• supplying goods or services to KVS or having a significant equity interest in a company or organisation that supplies goods or services to KVS
• family, business, managerial or other personal involvement with artists or artistic companies with which KVS collaborates.

3.2. Commitment

3.2.1. The meeting participants ensure that they are sufficiently available and present at the meetings and undertake to participate actively and collegially in the activities of the Board of Directors.

3.2.2. They familiarise themselves with the available documents before the meeting.

3.2.3. Commitment does not imply that the meeting participant is involved in operational matters. Even in the event that the board of directors asks a director to cooperate with management on a well-defined item, they will limit themselves to this strictly described item without directly intervening with management.

3.3. Operations

3.3.1. The participant in the KVS meeting always acts in the interest of KVS. They maintain their independence in all circumstances (from analysis to decision to action) and do not give in to pressure. They always defend the interests of the organisation. If a decision were made by the board that would harm the theatre, the director commits to making their objections clear and to do everything in their power to convince the others of their idea.
 
3.3.2. The meeting participant demonstrates seriousness and maturity during the meetings. They commit to showing sufficient self-awareness, to forming their own judgment about policies in favour of KVS, and to defending these.

3.3.3. The meeting participant uses the following generally applicable basic values for their functioning:

• liability (the director is liable and can be called to account for the decisions of the board)
• transparency (the director is transparent about their personal decision-making and their assessment of risks)
• honesty (they act honestly, inside and outside the board of directors).

3.3.4. The meeting participant uses the following as specific cultural values for their functioning:

• the arts are free. The programming of artists is the responsibility of the artistic director, what artists do or do not say or do on stage is ultimately their sole responsibility. The right to decide on this lies with the artistic director and the artist themselves.
• the participant in the meeting strives to have the necessary competences and sufficient knowledge about the arts sector in general (legal framework, organisation of the sector, nature and quality of the companies, theatres and individual artists active in the field, both nationally and internationally) and KVS in particular. In doing so, they can count on the support, assistance and provision of information from the leaders and employees of KVS to allow this expertise to grow.

3.3.5. The director ensures that, under the supervision of the chairman, a regular and structured evaluation is carried out of the functioning and composition of the board of directors. This evaluation will be carried out at least once during every five-year subsidy period.
3.3.6. As a member of the board of directors, the director must ensure that every vacancy for a new board member is accompanied by an appropriate job profile, in line with the (future) needs of the board of directors. The board will provide these needs and the job profile to the appointing authority concerned, in support of their choice. The equal male-female ratio is also an element that is taken into account.

3.4. Loyalty

3.4.1. The meeting participant is loyal to KVS and is constructively committed to the principles and the execution of good governance.

3.4.2. Information is the fuel that ensures that the director can exercise their mandate. They have the right to information and the obligation to request information if the information given is insufficient. The information that the director receives in the context of their mandate is treated confidentially. The strictest confidentiality must apply to personal information. Even after termination of their mandate, the director still owes discretion.

3.4.3. The director accepts collective responsibility for the decisions taken. To the outside world they will support and loyally defend the decisions taken.

Approved by the Board of Directors on June 21, 2021