The Chartered Governance Institute (Institute) requires Members to observe the highest standards of professional conduct and ethical behaviour in all their activities.
By maintaining these standards, Members enhance their reputation as Governance Professionals and increase confidence in the management and administration of private and public sector organisations. As the conduct of an individual member can reflect upon the wider profession of corporate management and the Institute's membership as a whole, the Code sets out what are deemed to be appropriate standards of professional conduct.
This Code of Ethics is formulated to enhance the standard of corporate governance in companies by defining the ethical conduct and, in addition, to achieve the following objectives:
- To enhance the level of professionalism amongst company secretaries and as governance professionals within the tenets of ethical values, efficiency and administrative effectiveness;
- To uphold the spirit of corporate responsibility and accountability in line with the legislation, regulations and guidelines governing a company.
- To refrain from conduct, behaviour or action which would bring disrepute to the Institute.
- To uphold the Institute's Charter and comply with the Bye-Laws.
- To exercise the utmost integrity, good faith and act both responsibly and honestly with reasonable care and due diligence in the exercise of their powers and the discharge of the duties and responsibilities of their office;
- To be transparent and uphold professionalism at all times.
- To comply with laws and regulations and avoid any action that can discredit the profession. This includes avoiding involvement in any unethical, misleading, illegal or unbecoming actions, and being cognisant of their responsibilities as professionals towards the wider community.
- To safeguard the interests of their employers, colleagues or clients, and stakeholders.
- To exercise sound judgment, not be a party to any illegal or unethical activities, and at all times be impartial and refrain from conflict of interest positions. This would include not being a part of any agreement or undertaking any activity which may put them in a position of conflict with the legitimate interests of their employer or client.
- To ensure that confidential information obtained in the course of the performance of their duties is not used for any personal gain or benefit, improper purposes or in any illegal manner whatsoever.
In the performance of his/her duties, a Member should always observe the following codes of conduct: -
- Demonstrate professional competency and at all times exhibit a high degree of skill and competency in the performance of the duties of his/her office as a Governance Professional;
- At all times, exercise utmost good faith and act both responsibly and honestly with care and due diligence in the discharge of the duties of his/her office;
- Guide the company towards its proper objectives based on the tenets of ethical standards, efficiency, and administrative effectiveness;
- Have a clear understanding of the aims and purpose of the company as well as the powers and restrictions of the company;
- Be knowledgeable of/in the law of meetings, procedures for meetings, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings;
- Do not misuse any confidential, privileged or sensitive information and/or place himself/herself in any conflict of interest(s) situation;
- Adopt an objective, professional and positive attitude and provide full co-operation for common benefit when dealing with government authorities or administrative and regulatory bodies;
- Disclose to the Board of Directors or an appropriate authority or relevant enforcement officer any information within his/her knowledge that he/she honestly believes suggests that a fraud or any illegality is being, or is likely to be, practised by the company or by any of its directors or employees;
- Be aware of the provisions and protection offered under the Whistleblower Protection Act 2010 when reporting on the misdeeds committed by the Board and Company;
- Advise the Board of Directors so that all policies of the company are in the best interests of its stakeholders while ensuring that the integrity of the company is not compromised;
- Be aware of all reporting, disclosures and other relevant statutory requirements imposed by the law, while advising the Board about proper practices and policies, and encouraging the cultivation of good governance policies at all times;
- Be impartial in his/her dealings with shareholders, directors and company without fear or favour, and ensure that the directors and the company comply with the relevant legislations, contractual obligations and other relevant requirements;
- Limit the number of appointments as Company Secretary to a number in which he/she can best manage and fully devote his/her time effectively;
- Be present in person, or ensure that in his/her absence he/she is represented, at the company’s registered office on the days and at the hours that the office is accessible to the public;
- Be present or be represented at meetings and not allow himself/herself or his/her representative to be excluded or withdrawn from those meetings in a way that may prejudice his/her professional responsibilities as Company Secretary of the company;
- Be committed to continuous professional development to constantly enhance his/her knowledge, skillsets and technical competencies in relation to his/her professional activities at all times; and
- Adopt and uphold the GEAR principles which stands for Governance, Ethics, Accountability and Responsibility in recognizing the enhanced and evolving role of the company secretary to that of a Governance Professional.
Click here to download the Role Charter of The Chartered Secretary.