SCHEDULE A of BY-LAW 2: COUNCIL AND COMMITTEES

CODE OF CONDUCT AND CONFLICT OF INTEREST

Approved by Council: March 1, 2024

1. CODE OF CONDUCT

The Code of Conduct applies to all Council and Committee Members of the CRTO. They must earn and preserve the confidence of the public by demonstrating a high standard of ethical and professional conduct, carry out and fulfill their expectations and obligations to meet the CRTO’s public protection mandate, support strong governance practices, and safeguard the integrity of the CRTO.

The Code of Conduct is broken down into four core values and the principles that exemplify them.

Fiduciary Duties Council and Committee Members stand in a fiduciary relationship to the CRTO and they must:
1.01	Act honestly, objectively, in good faith, and in the best interest of the CRTO consistent with its mandate to protect the public and this duty supersedes any loyalties to other organizations, associations, persons or personal or professional interests.
1.02	Uphold the decisions made by a majority of the Council and Committees, regardless of the level of prior disagreement.
1.03	Adhere to the CRTO’s established governance model.

Accountability and Competence Council and Committee Members are accountable to the public for their decisions and actions, and they must:
1.04	Exercise all powers and discharge all responsibilities in good faith and in the best interests of the CRTO consistent with its mission statement, goals and objectives, and its mandate to protect the public.
1.05	At all times conduct themselves in a way that protects the CRTO’s reputation, and in particular, act with fairness, honesty, and integrity.
1.06	Be familiar and comply with the provisions of the Regulated Health Professions Act, 1991 (“RHPA”) and its regulations and the Code, the Respiratory Therapy Act 1991, Regulations, and the By-Laws and Policies and Procedures of the CRTO.
1.07	Participate in all required orientation and training sessions.
1.08	Regularly attend all Council and/or Committee meetings including by reviewing all materials in advance, being on time and engaging constructively in discussions in a respectful and courteous manner, recognizing the diverse background, skills and experience of all other Council Members, Committee Members, and staff.
1.09	Respond to communications from staff, Council and Committee Members regarding Council and Committee business, in a timely manner.
1.10	Strictly abide by the Confidentiality Agreement with the CRTO, the Confidentiality Policy of the CRTO, and the confidentiality provisions of the Regulated Health Professions Act, 1991 and the Code.

Integrity Council and Committee Members are committed to maintaining the highest standards of professional and personal conduct and they must:
1.11	Conduct themselves in a manner that respects the integrity of the CRTO by striving to be fair, impartial, and unbiased in their decision making.
1.12	Avoid and, where that is not possible, declare any appearance of or actual conflicts of interest and comply with CRTO’s By-Laws and Policies relating to conflict of interest.
1.13	Preserve confidentiality of all information before the Council or Committee unless disclosure has been authorized by the Council or is otherwise permitted under the RHPA.
1.14	Maintain appropriate decorum in all Council and Committee meetings by adhering to the rules of order adopted by the CRTO Council.
1.15	Refrain from speaking, or appearing to speak, on behalf of the CRTO, unless explicitly authorized to do so by the Registrar or Executive Committee.
1.16	Refrain from engaging in any discussions with other Council or Committee Members that take place outside the formal Council or Committee decision-making process that are intended to influence the decisions that the Council or a Committee makes.
1.17	Respect the boundaries of staff whose role is not to report to or work for individual Council or Committee Members including not contacting staff members directly except on matters where the staff member has been assigned to provide administrative support to the Council or Committee or where otherwise appropriate.
1.18	Maintain appropriate boundaries with all other Council Members, Committee Members and staff, including refraining from behaviour that may reasonably be perceived as discriminatory or as verbal, physical or sexual abuse or harassment, and intervening when observing such behaviour by others.

Diversity and Inclusion Council and Committee Members lead by example to support and respect the individuality and personal values of their colleagues and staff, they must:
1.19	Promote a culturally safe environment, recognizing and supporting inclusiveness and diversity of all people.
1.20	Be respectful of different viewpoints or positions that may be expressed, in good faith, by other Council and Committee Members during Council or Committee deliberations.
1.21	Support an environment for Council, Committee Members, staff, registrants, stakeholders, and rights holders that is free from bullying, harassment, whether sexual or otherwise, physical or verbal abuse, threats or violence.

2. CONFLICT OF INTEREST

Definition
2.01	Council Members and Committee Members shall not carry out their duties when they are in a conflict of interest.
2.02	A conflict of interest may be actual, potential or perceived.
	a)	A conflict of interest exists where a reasonable person could conclude that the personal or private interests of the individual Council Member or Committee Member, or a related person or related company, could improperly influence, or be perceived to influence, the individual’s judgment in performing their duties as a Council Member or Committee Member.
	b)	An actual conflict exists when (1) the member has a private interest, (2) the member knows of the private interest, and (3) there is sufficient connection between the private interest and the member’s public responsibilities to influence the performance of them.
	c)	A potential conflict exists as soon as a real conflict is foreseeable.
	d)	A perceived conflict exists when there is a reasonable apprehension, which reasonably well-informed persons could properly have, that a conflict of interest exists.
2.03	It is not a conflict of interest for a Council Member or a Committee Member to:
	a)	participate in a matter that affects all or most CRTO Members similarly unless the Member has an interest over and above that of all or most CRTO Members or the impact of the interest on the member is substantially greater than that of all or most other members;
	b)	participate in a matter that affects all or most public members similarly unless the public member has an interest over and above that of other public members or the impact of the interest on the public member is substantially greater than that of all or most other public members;
	c)	accept reasonable, usual and customary hospitality.

Avoiding Conflict of Interest
2.04	A Council Member or Committee Member who has, or believes they have, a conflict of interest in a matter before the Council, a Committee or a panel shall:
	a)	declare the conflict to the President, Registrar or Committee Chair at the earliest opportunity;
	b)	not participate in the discussion of or voting on the matter; and
	c)	withdraw from the meeting, or in the case of a Council meeting that is open, withdraw from the Council table, for any discussion of or voting on the matter.
2.05	Council Members and Committee Members, related persons and related companies who wish to enter into contracts with the CRTO within one year of the end of their appointment or term, will have their proposals or applications referred to the Executive Committee for consideration, for the purpose of avoiding conflicts of interest.
2.06	Any Council Member or Committee Member who believes another Council Member or Committee Member has a conflict in relation to an issue before Council, a Committee or a panel which has not apparently been declared, may discuss the issue with the Council Member or Committee Member. If the matter is not resolved to the satisfaction of the Council Member or Committee Member who perceives the conflict, that Council Member or Committee Member shall discuss it with the President, Registrar or Committee Chair, or raise it as a point of order in the meeting. If the President, Registrar or Committee Chair is unable to resolve the issue, it shall be brought to Council (unless it is inappropriate to do so, for example, in a matter arising on a Panel for a hearing) to determine if a conflict of interest exists. The decision of Council, as to whether or not a conflict of interest exists, is final.
2.07	A Council Member or Committee Member who acts in a conflict of interest is subject to disqualification under By-Law 2: Council and Committees, Article 2.28.
2.08	All declared conflicts and their resolution shall be recorded.

Managing Personal Bias
2.09	Council Members or Committee Members dealing with a member-specific matter must be impartial and appear to those present to be impartial.
2.10	Bias may be defined as holding, or appearing to hold, a preformed judgment or opinion or forming a judgment or opinion without thoughtful examination of all the facts, issues, and arguments. In any proceeding it is essential that the decision-makers be free of conflict of interest and bias. There are four (4) common ways in which a reasonable apprehension of bias may be created:
	i.	where a relationship exists between a Council Member or Committee Member and a participant in the proceeding;
	ii.	by the conduct of a Council Member or Committee Member during the proceeding;
	iii.	through prior involvement or prejudgment by a Council Member or Committee Member;
	iv.	where a Council Member or Committee Member has a conflict of interest.
2.11	A close relationship, either personal or business, between a Council Member or Committee Member and the subject of the proceeding, the subject matter of the proceeding, or a participant in a proceeding may create an apprehension of bias. Such relationships include:
	a)	relatives, personal friends, neighbours and acquaintances;
	b)	business partners or professional acquaintances;
	c)	persons with whom the panel member had a dispute in the past;
	d)	employer/employee and student/teacher relationships; or
	e)	practising in close association with (e.g., in the same hospital).
	In deciding whether the relationship constitutes an appearance of bias, one must consider the nature and extent of the relationship, what type of information would pass between the panel member and participant, how long ago the relationship existed, the nature and size of the profession and the CRTO’s policy in such matters.