The Handbook of Board Governance, 3rd Edition

49Model Director Code of Conduct and Conflict of Interest Policy

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

1. 1. Introduction and Purpose of This Policy
2. 2. Application of This Policy
3. 3. Compliance with Laws, Rules and Regulations, and Ethical Conduct
4. 4. Duties and Responsibilities of Directors
5. 5. Conflicts of Interest
6. 6. Gifts, Hospitality, and Honours
7. 7. Expenses of Directors
8. 8. Reporting of Illegal or Unethical Behaviour
9. 9. Political and Outside Activities of Directors
10. 10. Confidentiality of Information
11. 11. Relations with Organization Employees
12. 12. Expectations of Directors
13. 13. Monitoring and Enforcement of This Policy
14. 14. Directorial Declaration of Compliance with the Director Code of Conduct and Conflict of Interest Policy (Declaration)
15. About the Author

1. Introduction and Purpose of This Policy

This Director Code of Conduct and Conflict of Interest Policy (Policy) for the Board of Directors (Board) of the Organization sets out fundamental principles and practices for avoiding conflicts of interest, upholding ethical conduct, maintaining confidentiality, ensuring the highest standards and maintenance of integrity, and protecting the reputation and other assets of the Organization.

The purpose of this Policy is to set out standards of conduct for Directors and take all reasonable steps to ensure the following:

1. The Board provides the independent ...