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Code of Business Conduct and Ethics

Approved by the Board of Directors effective March 1, 2023.

The Board of Directors of the Institute of Corporate Directors has developed and adopted this Code of Business Conduct and Ethics (“Code”) based on the ICD’s values and the laws that apply to the ICD and its activities. We believe in conducting the ICD’s business to the highest standards.

The Code helps us make the right choices every day by outlining the values of ICD, by describing a high standard that can be applied to any situation including situations not covered by the Code and setting specific ethical direction and expectations. 

This Code and the standards and procedures it contains, are designed to promote:

  • A respectful workplace;
  • Honest and ethical conduct, integrity in all dealings;
  • Compliance with the law;
  • Financial Stewardship;
  • The avoidance of actual or perceived conflicts of interest or, in cases where avoidance is not possible, the appropriate disclosure and the ethical handling of the actual or perceived conflict;
  • Prompt reporting of any known, or reasonably suspected, violations of this Code;
  • Continuous Improvement; and
  • Accountability.

This Code applies to all directors, officers, employees, contractors and volunteers of the ICD and of every chapter of the ICD. The ICD and its chapters are referred to collectively as the ICD and each director, officer, employee, contractor and volunteer of the ICD is referred to as “we” or “you”.

“Contractor” refers to an independent contractoror a contract for service by which a person, contractor or service provider makes a commitment to ICD to carry out material or intellectual work or to provide a service for a fee. 

“Volunteer” refers to a person who contributes time, expertise and/or services without remuneration or financial gain. For the purpose of this policy, volunteers of the ICD include the Board of Directors, Chapter Chairs, and their equivalents, and Chapter Executives.

Each of us is responsible for understanding and adhering to this Code, including co-operating in any investigation of misconduct. Adherence to this Code is a condition of continued employment or association with the ICD. Non-adherence to this Code is not justified even when the non-adherence was directed or requested by any other person.

This Code cannot cover every situation that may arise involving an ethical question or decision. However, the Code sets a standard against which all situations can be assessed. Ask yourself the following questions:

  • Does this feel right? Does it make me feel uncomfortable?
  • Would I be proud to tell someone what I have decided or done?
  • Am I adhering to the letter and spirit of the laws and regulations and contracts that may be involved?

In any situation where there is doubt, discuss the situation with your manager, or one of ICD’s Key Contacts (list attached) until satisfied that the relevant facts are known and have been considered and that the conduct chosen to be followed in the situation is the conduct prescribed by this Code.

This Code is in addition to the ICD’s other policies, including our Workplace Discrimination and Harassment Policy, ICD Chapter Guidelines and The ICD Members Code of Conduct. You should become familiar with, and adhere to, the policies applicable to your role with ICD. 

1. Respectful Workplace

We all have a right to work and associate in a respectful, professional environment free from discrimination, harassment, violence and retaliation.  In a respectful workplace, employees will feel valued and respected, the well-being of all is safe guarded, diversity is encouraged and welcomed, it is safe to discuss what is working and not working, inappropriate or disrespectful behaviour is dealt with according to clearly established processes in a timely manner. You have a responsibility to play a part in ensuring our workplace / environment is respectful and to speak up if you have concerns.  Refer to ICD’s Workplace Discrimination and Harassment Policy for further detail including what constitutes discrimination and harassment.  

2. Honest and Ethical Conduct

We must act at all times ethically and with honesty and integrity. Integrity is displayed when you demonstrate behaviours and attitudes such as:

  • Fairness and honesty in your dealing with others
  • Doing what is right and not what is convenient
  • Admitting when you have made a mistake
  • Speaking up when you recognize something is wrong
  • Giving a full day’s work for a full day’s pay/li>

3. Conflict of Interest

We must avoid any actual, potential or perceived conflict of interest. A conflict of interest occurs, or may occur, in any situation where you may have, a personal or professional interest different from the interests of the ICD. It will be important to place the interests of ICD before your personal interests. 

No gift, entertainment or personal benefit or opportunity should be offered, accepted or permitted by virtue, of your position or office with the ICD, unless it (i) is consistent with customary business practices, (ii) is not excessive in value, (iii) cannot reasonably be construed as an inducement, and (iv) does not violate any laws or regulations. In any event, and for greater certainty, the offer, acceptance or permitting of cash gifts is prohibited.

If uncertain about a fact situation, discuss the situation with your manager, or one of ICD’s Key Contacts or notify ICD in writing.  We are all expected to acknowledge annually that we understand this Code and to identify and disclose any potential conflicts. 

You must immediately advise one of the ICD’s Key Contacts in writing of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and will not take any action to proceed with that transaction or relationship, unless, and until, that action has been approved by the Governance and Human Resources Committee. 

4. Protection of Corporate Assets

We all must act in a manner that protects the ICD’s reputation, assets and resources. All assets and resources of the ICD must be used for legitimate business purposes (incidental non-material personal use is considered a legitimate business purpose).

The obligation to protect the ICD’s assets includes proprietary information. Proprietary information includes, without limitation, intellectual property such as trademarks and copyrights, and business marketing and service plans. Unauthorized use or distribution of proprietary information or ICD’s business records (that include personal information about individuals subject to privacy legislation) are violations of this Code. Unauthorized use may result in civil or criminal penalties.

5. Confidentiality of Corporate Information

We must maintain the confidentiality of all non-public information relating to the ICD, or provided by others to the ICD (including by its members), except when disclosure is properly authorized or legally required. The obligation to preserve the confidentiality of non-public information continues even after you cease to be involved with the ICD. 

6. Fair Dealing

We deal honestly, ethically, fairly and in good faith with the members, employees, volunteers and chapters of the ICD and as well with all persons and entities having business dealings with the ICD. In particular, we do not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Competitive advantage or profit through unlawful, dishonest or unethical business practices is not how we conduct business at ICD.

7. Protection and Proper Use of Corporate Opportunities

You are prohibited from taking for yourself personally, or directing anyone else, opportunities that are discovered or available by virtue of your position with the ICD or through the use of the ICD’s property or information.  You may not use the ICD’s property or information or your position with the ICD for your own, or anyone else’s, personal gain, or to compete directly or indirectly in any manner with the ICD. We all owe a duty to the ICD to advance the ICD’s legitimate interests when the opportunity to do so arises.

8. Compliance with Laws, Rules and Regulations

In conducting the business of the ICD or acting as a director, officer, employee, contractor or volunteer of the ICD, you must comply with all applicable laws, rules and regulations in every jurisdiction where the ICD conducts business. You will acquire sufficient knowledge of the legal requirements relating to your duties to be able to carry out those duties in a legal manner.  Any questions about compliance can be directed to ICD’s Key Contacts. 

9. Accountability and Compliance

We are all accountable for adherence to this Code. Directors, officers, employees, contractors and volunteers must take part in a mandatory, annual compliance confirmation process. Avoiding completion of the annual compliance will result in escalation. Those who fail to comply with this Code may be subject to disciplinary action, including potential termination of employment or association with the ICD.  The Board receives regular reports on compliance with this Code, other policies and statutory obligations, and reports of any known non-compliance.

10. Waivers

A waiver of this Code may be granted by the Governance and Human Resources Committee only in very exceptional circumstances.

11. Whistleblower

You are required to report any non-compliance with the ICD’s Code of Business Conduct and Ethics, including retaliation for reporting, and any other known, or reasonably suspected, improper conduct or incident in relation to the ICD, including any questionable internal accounting or auditing matters or potential violations of the law (referred to as “improper activity”). 

12. Reporting of Non-Compliance with the Code

Promptly report any non-compliance by any person of this Code that becomes known to you. Inappropriate delay in reporting a known, or reasonably suspected, non-compliance in itself may constitute non-compliance with this Code.

13. Reporting Procedures

You should immediately report any improper activity to one of ICD’s Key Contacts (Refer to Schedule A attached) or via the confidential and anonymous reporting hotline www.clearviewconnects.com.  The reporting hotline is available 24 hours a day, 7 days a week.

The reporting hotline allows you to disclose your identity or to remain anonymous; however maintaining anonymity may limit the ICD’s ability to investigate.  Including specific details and back-up documentation where feasible will facilitate the investigation.  

14. Investigations

The ICD ensures that suitable guidance is available to anyone who receives a report and that appropriate procedures are in place for investigating and tracking reports. The ICD ensures that every report is promptly and thoroughly investigated. The actions taken by the ICD with respect to a particular report will depend upon the nature of the report. The report may be investigated internally by management, by the Board or an appropriate committee of the Board, or be referred to the police and/or the appropriate regulatory authorities.

All information reported and disclosed during the course of an investigation remains confidential and made available only on a need-to-know basis, except as necessary to conduct the investigation and to take any remedial action, and subject to any applicable law (that can compel disclosure in some circumstances). You have a duty to co-operate in the investigation of reports of improper activity.

If, at the conclusion of its investigation, the ICD determines that improper activity has occurred, the ICD will take effective remedial action commensurate with the severity of the offence. This action may include disciplinary action against the accused party up to and including termination of employment or association with ICD, and reporting to police and/or regulatory authorities.  The Chair of the Governance and Human Resources Committee reports regularly to the Board on reports received and the status of outstanding investigations.

Subject to any legal constraints, the ICD provides the complainant with appropriate information about the outcome of any investigation within a reasonable period of time (except in cases where the report was sent anonymously).

15. No Retaliation

This policy is intended to encourage and enable you to raise serious good faith concerns without fear of adverse consequences to you by virtue of raising those concerns. Accordingly, the ICD will not carry out or, to the fullest extent reasonably within its power, permit any retribution or retaliation of any kind against any individual for submitting any report in good faith.

SCHEDULE A

ICD Key Contacts

Chair of the Board

Chair of the Governance & Human Resources Committee

President & Chief Executive Officer 

Chief Administrative Officer