Precepts and Principles of Our Code of Conduct: Fulfilling The Trust

Chartered Directors stand at a nexus of duties and obligations.
I am charged with upholding the trust of shareholders who I represent and undertake my responsibilities with due regard to the interests of all stakeholders.
I accept responsibility for meeting the spirit as well as the letter of applicable laws.
I contribute objective views on critical issues of strategy, business development and operations after thorough preparation.
In fulfilling my responsibilities, I am sensitive to the need to develop consensus on the Board through open dialogue and recognize the importance of solidarity when decisions are taken.
I am committed to exercising my fiduciary duties only in the interests of the corporation free of personal objectives.
And I share responsibility for the health, viability and success of the enterprise.

Chartered Directors stand at a nexus of competing issues and priorities.
I am the intermediary between managers and owners of the corporate asset.
I draw on experience and expertise to help the corporation achieve the critical balance between maximizing benefits in the short-term while securing the skills, investments, personnel and values to thrive in the long-term.
I serve simultaneously as a resource for senior management, and as their overseers and paymasters.
And I adjudicate, reflect upon and responsibly address the non-financial factors that impact performance and credibility within the larger community and among all of the corporation’s stakeholders.

Chartered Directors stand at a nexus of changing norms, attitudes and expectations.
I am on the front line of efforts to create and maintain the confidence of our stakeholders in how the enterprise conducts business and its business ethics.
I am independent and I will exercise my business judgment in decision making objectively after exercising appropriate due diligence.
I openly engage criticism to diligently expose moral as well as financial risks, liabilities and opportunities.
I hold to the principles of communicating effectively with shareholders with respect to the affairs of the enterprise and am committed to financial reporting that is both fair and compliant.
And I simultaneously exemplify, and demand of managers, the high standards of personal conduct that confirm integrity.

And Chartered Directors stand at a nexus of evolving competencies.
I have appropriate skills and competencies to enable me to perform my duties on a board and I am committed to ensuring that the Board will have an appropriate range of skills and competencies to enable it to effectively oversee the enterprise.
I hold co-responsibility for fostering a board environment that invites difference and dissent, dealing rigorously with alternatives, and constructing compelling rationale for choices.
I am supportive of personal performance reviews and undertake programs of continuous learning both to maintain and extend competence and to master new skills
And I practice personally, and within the Board, the accountabilities that I demand of executives and employees.

Certification from The Directors College confirms significant qualifications of expertise and competence. It also represents an on-going commitment to the future, practicing governance and stewardship in ways that contribute to companies, and at the same time raise the art, impact and outcomes of directorship.

In so complex and dynamic a reality, it is impossible to foresee every eventuality or plan for every contingency. Rather than follow prescribed protocols, Chartered Directors draw on their training and learning to constructively engage problems, issues, goals and possibilities with imagination and integrity. This creative process is inspired and disciplined by the following Precepts and Principles:

1. Aggressive Discovery – Looking to the larger social and moral horizon, considering best and worst-case scenarios, surfacing ethical or stewardship questions that may be assumed or missed in the normal course of Board discussion or decision-making.
2. Clear Demarcations – Preparing and upholding the lines in the sand which will not be crossed, particularly moral standards such as “Do Not Harm, Do Not Deceive, Do Not Abuse Privilege, or Do Not Exploit Unfair Advantage.”
3. Honest Debate – Encountering the business reality with open eyes and mind, raising critical questions and respecting those posed by others so as to recognize the challenges and validity of alternative options or perspectives.
4. Careful Discernment – Fulfilling the fiduciary norms of care by applying the rational, emotional, relational and ethical aptitudes that constitute reasonableness and fairness.
5. Transparent Decisions – Practicing accountability to surpass disclosure laws and expectations, tracking the decision process to reflect the good governance dimensions in Board practices, culture and outcomes.
6. Due-Diligence – Satisfying ethical as well as legal norms for inquiries, verification, investigation, analysis and prudence.
7. Expansive Dialogue – Engaging experts and critics beyond the Board or company to add perspective, deepen understanding from diversity, and contribute to the wider social discourse concerning governance excellence but at all times in the context of my confidentiality obligations to the Board and the enterprise.

Original version prepared by John Dalla Costa: November 4, 2004
Modified by reviews of the Management Committee of The Directors College, and all Chartered Director candidates: November 24, 2004.
Legal review performed by Blair Cowper-Smith of McCarthy Tétrault: January 19, 2005.
Final Adoption: January 31, 2005.

NOTICE: Any Chartered Director who finds himself or herself in violation of the code of conduct is required to report the matter to the principal and lead professor of the college.

What our graduates say?

“The Chartered Director program provided me with a solid foundation in governance which built my confidence to comprehensively serve as a director. The exceptional content and educational process enhanced my curiosity, courage and ability to ask the right questions on crown, non-profit and corporate boards.”

Victor T. Thomas, C.Dir., H.R.C.C.C., Vice Chair, SaskEnergy

“I thought the entire program was very well developed and comprehensive. You never know what to expect when you sign-up for these programs and this exceeded my expectations and was a great learning opportunity.”

James Scongack, C.Dir., Vice-President of Corporate Affairs, Bruce Power LP

“I found the Chartered Director Program to be an excellent forum to understand how strong governance complements effective management. The ability to create and execute an effective strategy is significantly enhanced by a robust process inclusive of board engagement where the right questions are asked and expected outcomes are identified. I truly enjoyed the setting which fostered a strong level of interaction that was supported by quality presentations and material. As CEO of a Shared Service Organization set to deliver benefits to its members, I see the advantage of having a number of our board members participating in this program.”

Tony Di Emanuele, MBA, C.Dir., President and CEO, Mohawk Shared Services

“I found the Directors College to be an excellent survey of the important matters of which a director must be aware in today’s corporate environment. The quality of the presentation and materials was first-rate and the perspectives gained were invaluable. I would highly recommend the Directors College.”

The Honourable John Manley, P.C., O.C., C.Dir., Former Deputy Prime Minister and Finance Minister

“The changes that impact corporate governance are establishing a pattern of increased accountability for the delivery of long-term value to customers, shareholders, employees and society. Proper corporate governance is now being defined to include knowledge of critical elements such as risk management and the measurement of strategic performance. At the end of the day, each board will be judged on its ability to effectively deliver value, rather than on its structure. The Directors College innovative program fills a unique and important gap in providing knowledge and insight as to how this expectation can be met. CMA Canada is pleased to be a sponsor of this timely initiative.”

Steve Vieweg, C.Dir., Director, Executive Development, I.H. Asper School of Business – University of Manitoba

“As an organization focused on educating corporate secretaries, the ICSA believes in furthering the potential of board members to better contribute to building effective governance structures. Given the key role of directors and corporate secretaries in applying proper boardroom practices, corporations need to ensure that these individuals meet a professional standard. The Directors College curriculum covers all the formal regulatory issues for directors and also addresses the informal skills of building effective and appropriate relationships with senior management. We see significant benefits to this program and ICSA is pleased to endorse it.”

Lynn Beauregard, President, Canadian Society of Corporate Secretaries

The Directors College has developed a director education program which goes well beyond the fundamentals to address the structures and the behavioural components of principle-based governance. I am proud to be associated with the Directors College and I am honoured to lend my name to the College’s graduate award.

Gilbert Bennett, Director and Former Chairman of the Board, Canadian Tire Corporation Limited

“Our strategy is to raise the horizons and potential of directors by deepening and enriching their knowledge and application of advanced skills. Increasing the effectiveness of existing directors and broadening the pool of potential directors will contribute to the professionalism of boards across Canada.”

David Beatty, Managing Director, Canadian Coalition for Good Governance