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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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