ICD Member Code of Conduct

By joining the ICD, 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 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. that (i) the ICD has the discretion to refuse membership in the ICD to any person, and to revoke the membership in the ICD of any person, in appropriate circumstances, and (ii) that the ICD has neither the mandate nor the capacity to independently investigate and adjudicate allegations of misconduct. If a finding by a court, regulatory, administrative or self-regulatory body for conduct, or other such similar body, finds misconduct on the part of an ICD member or proposed member, ICD will consider what action, if any, is appropriate in the circumstances.