Code of Conduct

By joining the Institute of Corporate Directors, each member undertakes and agrees:
  1. to conduct themselves in a manner that supports the Mission of the ICD: to enhance the practice of good corporate governance of private, public, not-for-profit and other organizations in Canada;
  2. to comply with:
    1. all laws and regulations applicable to the organizations on which they serve;
    2. the written codes of conduct of all organizations with which they are associated; and
    3. the codes of conduct and the standards of all professions and associations to which they belong;
  3. that they:
    1. have not been found guilty in any criminal or similar proceeding of fraud, market manipulation, fraudulent misrepresentation, insider trading or other similar offence;
    2. have not been subject to any penalties or sanctions imposed by a court, regulatory, administrative or self-regulatory body for conduct while acting in the capacity of director or officer of any corporation or in a similar capacity on behalf of any other organization except as disclosed below:
      or
    3. are not aware of any alleged conduct that might lead to the consequences in (a) or (b) above;
  4. to notify the ICD as soon as practicable if any of the events described in paragraph (3) above occur subsequent to joining the ICD and during the term of ICD membership;
  5. to comply with the Terms and Conditions applicable to members of the ICD; and
  6. that the ICD has the discretion to refuse membership in the ICD to any person, and to revoke membership in the ICD of any person, in appropriate circumstances, including where there has been a breach of this ICD Code of Conduct.