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Code of Conduct for Members

One of the IoD’s fundamental aims is to increase the professionalism of its members. To further this aim, it requires all members to adhere to the Code of Conduct, as a way of providing tangible evidence of their commitment to professionalism and probity.

The Code of Conduct

All references to the masculine gender include the feminine.

A member shall:

  • Agree to be bound by the Constitution of the Institute of Directors in Ireland (available on request).
  • Not have any unspent criminal convictions (other than for traffic offences).
  • Not have been restricted from acting as a company director, nor disqualified (or deemed disqualified) from acting as a company director under the Companies Act 2014 or equivalent legislation in any other jurisdiction.
  • 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.
  • A director should always assist his board in ensuring that the board establishes vision, mission and values for the company, sets strategy, delegates appropriately to management, is accountable to shareholders and holds itself responsible to relevant stakeholders.
  • Serve the legitimate interests of the company’s shareholders.
  • Exercise responsibilities to employees, customers, suppliers and other relevant stakeholders, including the wider community.
  • Comply with relevant laws, regulations and codes of practice, refrain from anti-competitive practices, and honour obligations and commitments.
  • At all times have a duty to respect the truth and act honestly in his business dealings and in the exercise of all his/her responsibilities as a director.
  • Avoid conflict between his personal interests, or the interests of any associated company or person, and his/her duties to the company.
  • Not make improper use of information acquired as a director or disclose, or allow to be disclosed, information confidential to the company.
  • 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.
  • Keep abreast of current good practice.
  • Set high personal standards by keeping aware of and adhering to this Code.
  • Apply the principles of this Code appropriately when acting as a director of a non-commercial organisation.