Chartered Director Code of Professional Conduct

One of the IoD's fundamental aims is to increase the professionalism of its members. To further this aim, it requires all Chartered Directors to adhere to the Code of Professional Conduct, as a way of providing tangible evidence of their commitment to professionalism and probity. A Chartered Director ("director") shall:

Article 1 

Exercise leadership, enterprise and judgement in directing the company so as to achieve its continuing prosperity and act in the best interests of the company as a whole.

Article 2 

Follow the standards of good practice set out in the Institute's publications* and act accordingly and diligently. A director should Endeavour to ensure that the board is properly constituted and managed, addresses its key tasks and devotes sufficient time to address each of them properly.

Article 3 

Serve the legitimate interests of the company's shareholders.

Article 4 

Exercise responsibilities to employees, customers, suppliers and other relevant stakeholders, including the wider community.

Article 5 

Comply with relevant laws, regulations and codes of practice, refrain from anti-competitive practices, and honour obligations and commitments.

Article 6 

At all times have a duty to respect the truth and act honestly in business dealings and in the exercise of all responsibilities as a director.

Article 7 

Avoid conflict between personal interests, or the interests of any associated company or person, and duties to the company.

Article 8 

Not make improper use of information acquired as a director or disclose, or allow to be disclosed, information confidential to the company.

Article 9 

Not recklessly or maliciously injure the professional reputation of another member of the Institute of Directors and not engage in any practice detrimental to the reputation and interests of the Institute or of the profession of director.

Article 10 

Keep abreast of current good practice.

Article 11

Set high personal standards by keeping aware of and adhering to this Code, both in the spirit and in the letter, and promoting it to other directors.

Article 12

Apply the principles of this Code appropriately when acting as a director of a non-commercial organisation.

“Version as per June 2007”