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WERC Code of Conduct

Adopted and Implemented in accordance with Bylaw (Schedule 1 para 11) of
the Wentworth Estate Act 1964


1. the Act: The Wentworth Estate Act 1964
2.  Save as otherwise appears and specifically set out below the interpretation as set out in the 
Act shall be applicable to this Code but in accordance with modern practice the first letter of any 
definition has been capitalised.
3. Audit Sub-Committee Chair – the Member appointed pursuant to paragraph 8.2 below.
4. the Chair: shall have the same meaning as the Chairman as set out in the Act.
5. the Code: The Code of Conduct and Governance here set out and or as amended from time to time.
6. Confidentiality Agreement: The confidentiality agreement, the standard form of which is to be 
approved from time to time by the Committee, to be entered into in accordance with paragraph 1.7 
7. Major Contract: any contract entered into and/or terminated by the Committee where:
   a.  the annual expenditure and/or liability contracted, incurred or arising, is likely to exceed 
and/or may give rise to liability in excess of 5% of the annual budget in any period of one year 
following the contract being entered into and/or terminated or
   b. there arises other material risk that is reasonably foreseeable.
8.  Member/Members: A person or persons duly appointed from time to time pursuant to Schedule 1 
Paragraph 1 of the Act and paragraph 3 of the Code and or appointed to the Committee or any 
sub-committee pursuant to Schedule 1 Paragraphs 5 & 6 of the Act

1. The Committee will ensure that it by its Members and staff, will uphold the following 


1.1. Ethics: They will operate according to high ethical standards, explicit values and the Code of 
Conduct and Governance for the Committee.
1.2. Accountability & Democracy: There is proper accountability to the residents, and democratic 
involvement of all residents subject to the provisions of the Act.
1.3. Openness & Transparency: There is a spirit of openness, making full disclosure (subject to the 
confidentiality provisions below) of governance matters and other information.
1.4. Review & Renewal: There will be formal processes for the regular review of the performance of 
the Committee, Members and staff.
1.5. Clarity: There is documented clarity of roles and responsibilities between the Committee and 
the paid staff.
1.6. Control:  There  are  documented,  effective  systems  and  policies  for  attendance, 
responsibilities, decision-making, internal delegation, audit, risk management and control. The 
Committee receives timely reports and advice to inform its decisions. The Committee has an 
effective relationship with its auditors.
1.7. Confidentiality: Each Member, and each member of staff who may handle information of a 
confidential and/or sensitive nature, will be responsible to ensure that all such information 
received will be treated in utmost confidence, and, in recognition of this requirement, will be 
required to sign a Confidentiality Agreement with the Committee as a pre-condition to their
appointment to, or employment with, the Committee.
1.8. Commitment: In line with para 3.2 below, each candidate for a position on the Committee
will be required by the Wentworth Residents Association (‘the WRA’) with the consent of the 
Committee, and prior to their election as a Member, to confirm in writing that they will in all 
respects adhere to this Code of Conduct and Governance (or any modification of the same that may be 
agreed and adopted by the Committee). Each candidate shall also agree, if appointed, to abide by 
the terms of the WRA constitution insofar as that constitution shall be binding upon such candidate 
by reason of their continued membership of the WRA which is required to run concurrently with their 
appointment to, and membership of, the Committee.

2. The Code of Conduct & Governance

This Code is adopted and implemented by the Committee in accordance with the provisions of Schedule 
1 Paragraph 11 of the Act, whereby the Committee is empowered to regulate its proceedings and their 
conduct of business in such manner as they think proper and may make, alter and revoke byelaws on 
that behalf.

Requirements and expectations as to Conduct & Governance have progressed since the passing of the 
Act and the Committee has acknowledged that added additional Conduct & Governance requirements, by 
which it should conduct its business, should be adopted to regulate its proceedings going forward.

The purpose of the Code is to ensure that there is an open and transparent document setting out the 
regulation, operation and management of the Committee and the standards expected and required 
collectively and of each individual Member.

In the event of any conflict between the Act and the Code, the Act will prevail.

2.1. The Objectives of the Committee
The primary objective of the Committee is to ensure and maintain full compliance with the 
provisions and purposes of the Act and:
2.1.1. The constitution and composition of the Committee must be effective in leading, controlling 
and managing in order to fairly, impartially and diligently implement the provisions of the Act.
2.1.2. Members must ensure that the interests of the Wentworth Estate (‘the Estate’) are placed 
before any personal interests, whether such personal interests are direct or indirect, and whether 
financial or otherwise.
2.1.3. The Committee, in undertaking its duties under the Act, must endeavour to protect the 
interests of road rate payers and the Estate as a whole.

2.2. The Powers and Duties of the Committee
The powers and accordingly the duties of the Committee are set out in the Act and cannot be altered 
and the Act must be strictly adhered to. Those powers are:
The Committee shall have power for or in connection with the discharge of their functions:
(a) to acquire or receive by purchase, gift or in any other manner any real or personal property
and any rights or interests therein;
(b) to sell, lease, surrender, exchange, dispose of or otherwise deal in any manner with all or
any of their property or assets;
(c) to borrow or raise or secure the payment of money in such manner as the Committee may think fit 
and in particular by mortgage of or charge upon all or any of the Committee's assets or receipts 
(both present and future) or by entry into any other obligations for those purposes;
(d) to enter into and carry into effect agreements with any insurance company or other association 
or company for insuring against any claim or demand which may be made against the Committee with 
respect to the performance of their duties under section 4 (Maintenance of Estate Roads) of this 
(e) to promote or oppose Bills in Parliament;
(f) to do all such other things as are incidental or conducive to the discharge of their functions.
2.3. It is in relation to (f) where the Committee has discretion but that discretion can and will 
only be exercised strictly on the basis that their action is incidental or conducive to the 
discharge of their functions. This does mean that whilst the Committee may have regard to the 
overriding interests of the Estate, the Committee cannot and is not empowered to deal with issues 
that may be considered to affect the Estate but which bear no relationship to the assessment and 
recovery of the Road Rate and income together with application of the same, maintenance (as defined 
in the Act) of the Roads and enforcement of the Estate Covenants.
2.4. There is accordingly a distinct division of powers between the WRA and the Committee. The WRA 
acts as a residents’ body and may pursuant to its own constitution regulate its own governance and 
purposes. The Committee has to act independently of the WRA. The Committee is not directly subject 
to control by the residents of the Estate.  Accordingly, whilst the WERC must act in an open and 
transparent manner and have regard to the Objectives set out above, the expectations of the 
residents also must have due regard to the limitations within which the WERC must function. 
Notwithstanding the above, and in accordance with the principles of good governance and best 
practice, the Committee and the WRA should always seek a good working, and mutually respectful, 

3. Appointment of the Committee

3.1. The Committee is appointed pursuant to Schedule 1 Paragraph 1 of the Act and shall consist of 
6 Members elected by the Association members, in compliance with the Act and in accordance with the 
election rules and procedure adopted from time to time by the Association. The Act and the 
constitution of the Association provides for the appointment of Members and the term of office of 
3.2. The Committee cannot and does not interfere with the power of the Association to so appoint 
the Members but as a matter of good Conduct and Governance the Committee considers:
   3.2.1. That no prospective Member should stand for election unless they:   have agreed to devote sufficient time and resource to the requirements of serving as a 
Member for the duration of their appointment and that they will regularly attend Committee meetings 
as required;   have confirmed in writing that if elected as a Member that they will in all respects 
adhere to this Code or any modification of the same that may be agreed and adopted by the 
Committee;   have the appropriate management skills, experience and previous good
character to undertake their duties as a Member and will so exercise their 
management skills and experience for the benefit of the operation of the
Committee;   have confirmed that they are not aware of any conflict which would fetter them in 
undertaking their duties as a Member and will immediately disclose any such conflict arising;   have confirmed that they will sign a Confidentiality Agreement, as referred to in 
Principle 1.7 above, committing them to maintain confidentiality in relation to all business of the 
Committee and to not discuss the same, without the consent of the Committee.   that any resident who has an extant claim or dispute with the Committee should, having 
regard to the clear conflict arising, be ineligible for membership.
and for the avoidance of doubt these provisions shall also apply to any prospective Member to be 
appointed pursuant to Schedule 1 Paragraphs 5 & 6 of the Act.

4. Provisions as to the conduct and responsibilities of the Committee

The primary purpose of the Committee is to determine and direct, control and scrutinise the 
implementation of the provisions of the Act. In so doing:
4.1. Operational management of the Committee shall be delegated to officers, sub-groups, staff 
members or service providers and or agencies as appropriate.
4.2. The Committee shall ensure that all income of the Committee is collected and applied in 
accordance with the provisions of the Act and so to determine and direct, control and scrutinise 
the collection and allocation of the income.
4.3. All Members share the same legal status and have equal responsibility for decisions taken that 
affect the success of the Committee. Each must act only in the interests of performing the duties 
of the Committee under the Act and not on behalf of any interest group or any particular resident 
or road rate payer whilst nevertheless being free to report the views of their constituency 
4.4. The Committee shall have full discretion, subject to the provisions of the Act, as to the 
conduct of its business and has power to appoint any sub-committee and to co-opt Members to that 
sub-committee in order to better undertake its duties under the Act.
4.5. The Committee must commit to conduct all of its business in an honest and ethical manner. The 
Committee will adopt a zero-tolerance approach to bribery and corruption and is committed to acting 
professionally, fairly and with integrity in all business dealings and relationships.
4.6. Each Member must at all times consider any potential conflict of interest they may have in 
matters dealt with by the Committee, and the Committee must adopt appropriate policies to ensure 
that any conflict of interest, or potential conflict, is declared and recorded, that a Member who 
is conflicted may not be entitled to vote on a decision related to the subject matter of that 
conflict. Without prejudice to the generality thereof, a conflict of interest may arise in 
situations concerning the Committee’s planning functions, its maintenance of Estate roads, and/or 
tender of contracts to third parties.
4.7. The Committee should act firstly to comply with their duties under the Act and secondly in the 
best interests of the Estate and its residents. This means that Members must not place themselves 
in a position where they have, or may have, a direct or indirect interest that conflicts with their 
duties and responsibilities and must not profit from their position.
4.8. It should be recognised that conflicts of interest can inhibit open discussions and may result
in Members taking irrelevant considerations into account or making decisions that are not in
the best interests of the of the Estate. Such conflicts can also damage the reputation of the
Committee if it appears that the Committee are influenced by personal interests or loyalties. 
Members must therefore be alert to the possibility that they, or their fellow Members, could be 
affected by a conflict of interests and must actively seek to inquire as to whether a conflict 
might arise.
4.9. In turn, a resident should not expect to seek to influence and or lobby the Committee or any 
Member in such a manner that would, if that resident were a Member, be in direct conflict with 
these provisions and further a resident in so seeking to influence and or lobby the Committee 
should be aware that issues arising from the promotion of personal interests should be rejected by 
the Committee.
4.10.    Nothing in 4.9 above shall prevent a resident from making any application for consent or 
enforcement pursuant to the provisions of the Estate Covenants.
4.11.    The Committee and the Members must at all times be aware of issues as to possible 
discrimination and equal opportunity. They must not unlawfully discriminate against (whether 
directly or indirectly), or harass, other people including residents, current and former employees, 
job applicants, contractors, suppliers and visitors. For the avoidance of any doubt, it shall not 
be considered either discrimination or harassment to impartially seek to assert any power under the 
4.12.     The Committee will only process personal data if they have a lawful basis for doing so. 
It will be the responsibility of the Committee to delegate compliance and ensure supervision of the 
Committee’s obligations under relevant data protection legislation in accordance with its published 
data policy to the Estate Manager and or to a specialist consultant and for the policy, as reviewed 
from time to time, to be set out together with a Privacy Notice on the Committee website.
4.13.    The Committee recognises that it must function in an open and transparent manner. However, 
the Committee recognises that there is a balance to maintain in order that it may function 
effectively such that the Members must be allowed to conduct the business of the Committee whilst 
expressing freely held opinions and without interference. The absence of confidentiality in their 
dealings would inhibit open discussions and may result in Members taking irrelevant considerations 
into account or making decisions that are not in the best interests of the of the Estate. 
Accordingly, Members are required to sign and adhere to the Confidentiality Agreement so as to 
ensure that the business of the Committee may be conducted effectively, whilst the agreed decisions 
of the Committee, as recorded in minutes of the meetings, will be published promptly so as to 
ensure that openness and transparency is maintained.
4.14.    The Committee shall be responsible for the appointment and if necessary, the dismissal of 
the Estate Manager and any other Staff member and the approval of their salaries and terms of 
employment or, in the case of a Service Agency, the approval of their fees and management 
4.15.    The Committee shall be responsible for:
   4.15.1. Satisfying itself as to the integrity of financial information, approving each year’s
budget and business plan and annual accounts prior to publication;
   4.15.2. Establishing, overseeing, reviewing a framework of delegation and systems of internal 
control including the various policies referred to throughout this document;
   4.15.3. Establishing, overseeing a risk management framework in order to safeguard the
assets of the Committee.
4.16.    The Committee, through its terms of reference, should each year draw up a schedule of 
significant matters specifically reserved for the Committee’s decision, which cannot be delegated 
to individual Members, staff, service agents or sub-groups.
4.17.    Members should receive appropriate induction and training as required from time to time, 
to ensure their adherence to the provisions of this Code and that the appropriate management skills 
are employed for the benefit of the Estate. The Committee shall implement an appropriate induction 
and training programme.
4.18.    The Committee shall implement a system for reporting on key issues affecting the Estate 
and ensure they receive up-to-date, clearly presented and accurate information to enable them to 
make decisions.
4.19.    The recruitment process to Committee, and any Sub-Committee, vacancies must be open and 
transparent. The Committee must undertake an annual appraisal of Members and of the performance of 
functions of the Committee as a whole.
4.20.    The Committee must publish its Tender Policy and review the same annually.
4.21.    The Committee shall prior to taking any action and/or making any decision in relation to a 
Major Contract require the Estate Manager to report to the Committee upon all appropriate issues of 
risk (financial, legal, performance, environmental and all such other reasonably foreseeable risks 
by reference to the specific provisions of the Major Contract) arising from the proposed action or 
decision and where the Estate Manager deems it to be appropriate for the purposes of preparing the 
report, they are to obtain legal, accountancy or other professional advice in relation to the same.
4.22.    It shall be the duty of the Estate Manager to report annually to the Committee on the 
performance and issues of risk (as set out in 4.21 above) associated with any continuing Major 
Contract and the Committee shall review all Major Contracts.
4.23.    The  Committee  must  have  regard  to  environmental  issues  including  bio- diversity, 
pollution and energy efficiency and to encourage residents to ensure that the environment of the 
Estate is protected. In considering enforcement of the covenants, the Committee shall consider the 
policy to be adopted to so safeguard the environment of the Estate.

5.  Responsibilities of the Chair

The Committee must appoint a Member to act as Chair who is aware of his or her duties and the clear 
division of responsibilities between Members and officers, staff, contractors and service agents.

5.1. The Chair will be responsible for, in consultation with other Committee members, setting the 
dates of all Statutory and Planning Meetings.
5.2. Managing the meetings and signing the minutes.
5.3. Oversee the appointment and functions of Sub Committees as appropriate.
5.4. Ensure that each Member is heard and whilst striving to achieve unanimity, if a vote is 
required and the Committee is deadlocked, his or her vote shall be the deciding vote.
5.5. Ensure that the Committee and its Sub Committees have clear terms of reference in order that 
their conduct is in accordance with the Code.
5.6. Ensure that Committee decisions should be, wherever possible, based on full agendas and 
documents circulated to Members sufficiently in advance of meetings. Decisions and agreed actions 
should be recorded in the minutes.
5.7. In exceptional circumstances, urgent decisions between Committee meetings may be taken
by the Chair having whenever possible first liaised with not less than three other Members
and the Chair is responsible to inform all Members of decisions so made and to seek
verification of the same at the next full meeting of the Committee.

6. Sub Committees

Sub Committees may be established where the Committee determines that they will provide relevant 
expertise, enable it to scrutinise and deliver effective corporate governance, and manage risk or 
for operational purposes.

6.1. Each Sub Committee must have clear terms of reference approved, reviewed by the Committee on a 
regular basis.
6.2. Oversight and review of any Sub-Committee must be undertaken by the Committee on a regular 
basis and the Committee shall ensure that any Sub Committee shall report to the Committee as 
required by the terms of reference.
6.3. Any co-opted Member of a Sub Committee shall be bound by the matters set out in this Code and 
in particular the provisions as to conduct set out in 4 above.

7. Openness, transparency and accountability

The Committee shall provide leadership in operating in an open and transparent manner, consulting 
with residents as appropriate, and shall act with fairness and accountability to residents and any 
other key stakeholders.

7.1. The Committee shall publish on its website an annual report of the WERC’s main activities
and performance.
7.2. The Committee shall publish on its website as soon as practical the minutes of the Statutory 
and Planning meetings and any management or ad hoc meetings.
7.3. The Committee shall have in place a strategy for ensuring the compliant operations of the 
Committee and for communicating information about its work to the residents and where appropriate 
to consult with the residents, by whatever means deemed appropriate, to ensure that their actions 
accord with generally expressed views of the residents. However, it must be recognised that in so 
consulting and seeking to have regard to the views of residents the Committee must and can only 
continue to function within the provisions of the Act and this Code.
7.4. The Committee will comply with current legislation and keep its policies under review.

8.  Audit and risk

The Committee will establish a formal and transparent arrangement for considering how it ensures 
financial viability, maintains a sound system of internal controls, manages risk and maintains an 
appropriate relationship with external auditors.

8.1. The Committee, in accordance with the provisions of the Act, will appoint the Auditors and 
ensure that the audit is undertaken in accordance with the requirements of the Act and the 
additional matters set out below.
8.2. The Committee will appoint one of its Members to act as Chair of an Audit Sub Committee,
who will meet annually with the Auditors.
8.3. The Committee will ensure that the Committee has effective internal controls to ensure
compliance with the Act, the Code and more generally principles of good business management, such 
controls being implemented and documented in accordance with advice and guidance received from the 
auditors and reviewed annually by the auditors.
8.4. The Committee will ensure that the external auditors appointed pursuant to Schedule 1 
Paragraph 14 of the Act are independent and effective and their appointment reviewed as if their 
retainer was a Major Contract.
8.5. The Committee shall require the Audit Sub-Committee Chair to undertake an annual review of 
compliance by the Committee of the provisions of this Code and the policies published in support of 
it. The Audit Sub-Committee Chair shall act wholly independently with a view to ensuring compliance 
and shall provide his report directly to the Auditors. In so doing the Audit Sub-Committee Chair 
shall be at liberty to first raise any issue of concern with the Committee with a view to remedy 
but if they so deem necessary shall submit the report without prior review by the Committee. The 
auditors may ask for information from the Committee and/or individual Members as it deems 
necessary, and any failure to provide such information must be recorded by the auditors.
8.6. In preparing the report the Audit Sub-Committee Chair shall have particular regard to the 
following matters and the report shall specifically cover in the form of a template:
   8.6.1. Attendance of Members at Committee and Sub-Committee meetings
   8.6.2. Issues arising as to Members vested interests and declarations and/or failure to declare 
   conflicts of interest.
   8.6.3. Member’s preparation for meetings and the reading of minutes and/or briefing papers
   8.6.4. Members individual compliance with the Act and the Code
   8.6.5. The controls required by paragraph 8.3 above have been and continue to be implemented and 
   8.6.6. That the report pursuant to paragraph 4.22 above has been received, the review undertaken 
   and that any specific areas of concern have been documented.
   8.6.7. The overall performance of the Committee in their dealings with the requirements of the Act 
   and the Code.
8.7. In preparing the report the Audit Sub-Committee Chair shall be deemed to have approval to 
consult and instruct directly:
   8.7.1. The Auditors
   8.7.2. The Lawyers appointed to act upon behalf of the Committee
   8.7.3. Any other professional or consultant who in the discretion of the Audit Sub-Committee Chair 
   is deemed appropriate for the purposes of obtaining expert and professional advice in relation to 
   any issue arising in the preparation of the report.

And for the avoidance of any doubt any interference or attempted interference by a Member or a 
resident with the Audit Sub-Committee Chair’s duties in regard to the preparation and submission of 
the report shall be regarded as a serious issue of misconduct and the Audit Sub-Committee Chair 
shall report any such matter immediately to the Auditors.

8.8. The Auditors shall be obliged, as part of their audit, to confirm that they have received the 
report from the Audit Sub-Committee Chair together with any required further information from the 
Committee and/or individual Members. Further they are to raise issues of concern with detail of the 
same as to compliance with the Code and set any recommendations as to
ensuring future compliance by the Committee and/or individual Members.

9. Source and use of funds

Source and application of funds is set out in the Act and the Committee has no power in the 
application of funds other than to apply the same in accordance with the provisions of the Act. The 
Committee does not have discretion to apply funds other than as permitted.

9.1. For the avoidance of any doubt, the specific provisions as set out at section 11 of the Act 
are: All moneys received by the Committee (other than capital or borrowed money)
shall be applied firstly in payment of the cost of administering the road fund including any costs 
incurred under section 8 (Assessment of Road Rate) section 9 (Recovery of Road Rate) or subsection 
(2) of section 10 (Special payments) of this Act; secondly, in payment of interest on moneys 
borrowed by the Committee and thirdly in paying the cost of maintaining the estate roads and in 
making provision for defraying the cost of:
(a) replacing or repairing any plant, machinery, vehicle or article belonging to the committee or 
any part of any such plant, machinery, vehicle or article;
(b) acquiring additional plant, machinery, vehicles or articles;
fourthly, in meeting any expenses incurred by the committee in the exercise of any other powers 
under this Act; and fifthly (subject to any limitations imposed by the next following section of 
this Act) in setting apart money for a reserve fund formed under that section.
9.2. Since the implementation of the Act, the Committee has received capital receipts and income 
revenue that is in addition to the Road Rate.
9.3. The Act does not appear to have contemplated the receipt of additional revenue. Given the 
provisions of section 11 of the Act, the Committee have sought legal opinion and it is the view of 
the Committee that all such revenue must be treated as “all moneys” in that there is no power to 
treat such revenue in an alternative manner. Accordingly, all revenue is to be utilised by the 
Committee in accordance with the provisions set out above and additional revenue serves to ensure 
that the Road Rate funds can be supplemented and so reduce the overall burden on road rate payers.
9.4. Capital receipts are rarely received, but when received may be treated separately from income. 
However, the Act is silent as to how capital receipts may be applied. Again, the Committee have 
sought legal opinion and it is the view of the Committee that all such capital must be utilised for 
the purposes of the powers under the Act by its application for the overall benefit of the 
residents of the Estate with a view to increasing the asset value of the Committee and/or by 
improving the facilities and environment of the Estate and/ or protecting the interests of the 
Estate. In respect of the application of capital receipts and in pursuance of its obligations under 
s.7.3 of the Code, the Committee will consult with and give due consideration to the WRA's 
representations in respect of the utilisation of such capital (having regard to the above mentioned purposes)
through Liaison meetings.

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