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Directors College Code of Conduct
Precepts and Principles of Our Code of Conduct: Fulfilling The Trust
Precepts and
Principles of Our Code of Conduct: Fulfilling The Trust
Chartered Directors stand at a nexus of duties
and obligations.
I am charged with upholding the trust of shareholders who
I represent and undertake my responsibilities with due regard
to the interests of all stakeholders.
I accept responsibility for meeting the spirit as well as
the letter of applicable laws.
I contribute objective views on critical issues of strategy,
business development and operations after thorough preparation.
In fulfilling my responsibilities, I am sensitive to the need
to develop consensus on the Board through open dialogue and
recognize the importance of solidarity when decisions are
taken.
I am committed to exercising my fiduciary duties only in the
interests of the corporation free of personal objectives.
And I share responsibility for the health, viability and success
of the enterprise.
Chartered Directors stand at a nexus of competing
issues and priorities.
I am the intermediary between managers and owners of the corporate
asset.
I draw on experience and expertise to help the corporation
achieve the critical balance between maximizing benefits in
the short-term while securing the skills, investments, personnel
and values to thrive in the long-term.
I serve simultaneously as a resource for senior management,
and as their overseers and paymasters.
And I adjudicate, reflect upon and responsibly address the
non-financial factors that impact performance and credibility
within the larger community and among all of the corporation’s
stakeholders.
Chartered Directors stand at a nexus of changing
norms, attitudes and expectations.
I am on the front line of efforts to create and maintain the
confidence of our stakeholders in how the enterprise conducts
business and its business ethics.
I am independent and I will exercise my business judgment
in decision making objectively after exercising appropriate
due diligence.
I openly engage criticism to diligently expose moral as well
as financial risks, liabilities and opportunities.
I hold to the principles of communicating effectively with
shareholders with respect to the affairs of the enterprise
and am committed to financial reporting that is both fair
and compliant.
And I simultaneously exemplify, and demand of managers, the
high standards of personal conduct that confirm integrity.
And Chartered Directors stand at a nexus of evolving
competencies.
I have appropriate skills and competencies to enable me to
perform my duties on a board and I am committed to ensuring
that the Board will have an appropriate range of skills and
competencies to enable it to effectively oversee the enterprise.
I hold co-responsibility for fostering a board environment
that invites difference and dissent, dealing rigorously with
alternatives, and constructing compelling rationale for choices.
I am supportive of personal performance reviews and undertake
programs of continuous learning both to maintain and extend
competence and to master new skills
And I practice personally, and within the Board, the accountabilities
that I demand of executives and employees.
Certification from The Directors College confirms significant
qualifications of expertise and competence. It also represents
an on-going commitment to the future, practicing governance
and stewardship in ways that contribute to companies, and
at the same time raise the art, impact and outcomes of directorship.
In so complex and dynamic a reality, it is impossible to
foresee every eventuality or plan for every contingency. Rather
than follow prescribed protocols, Chartered Directors draw
on their training and learning to constructively engage problems,
issues, goals and possibilities with imagination and integrity.
This creative process is inspired and disciplined by the following
Precepts and Principles:
1. Aggressive Discovery - Looking to
the larger social and moral horizon, considering best and
worst-case scenarios, surfacing ethical or stewardship questions
that may be assumed or missed in the normal course of Board
discussion or decision-making.
2. Clear Demarcations - Preparing and
upholding the lines in the sand which will not be crossed,
particularly moral standards such as “Do Not Harm, Do
Not Deceive, Do Not Abuse Privilege, or Do Not Exploit Unfair
Advantage.”
3. Honest Debate - Encountering the business
reality with open eyes and mind, raising critical questions
and respecting those posed by others so as to recognize the
challenges and validity of alternative options or perspectives.
4. Careful Discernment - Fulfilling the
fiduciary norms of care by applying the rational, emotional,
relational and ethical aptitudes that constitute reasonableness
and fairness.
5. Transparent Decisions - Practicing
accountability to surpass disclosure laws and expectations,
tracking the decision process to reflect the good governance
dimensions in Board practices, culture and outcomes.
6. Due-Diligence - Satisfying ethical
as well as legal norms for inquiries, verification, investigation,
analysis and prudence.
7. Expansive Dialogue - Engaging experts
and critics beyond the Board or company to add perspective,
deepen understanding from diversity, and contribute to the
wider social discourse concerning governance excellence but
at all times in the context of my confidentiality obligations
to the Board and the enterprise.
NOTICE: Any Chartered Director who finds himself
or herself in violation of the code of conduct is required
to report the matter to the principal and lead professor of
the college.
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Announcements
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Ms. Anju Virmani - Prime Minister Stephen Harper today announced the appointment of seven new members to the 15-member Advisory Council on National Security (ACNS)* 8/7/2008 > [more]
Mr. Paul Tice New Appointment - NAV Canada* 8/7/2008 > [more]
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