Good Governance Guides

Good Governance Guide: No 3.3

Category: Meetings
Subject: Behaviour
Source: Chartered Secretaries Canada

The essence of this guideline is to succinctly convey what is expected from a Director in terms of behaviour in the course of meetings pertaining to the Board:

Directors should:

• Ensure they have prepared themselves by reading and understanding the Board materials;
• Declare conflicts of interest;
• Disclose present or prior involvement in criminal, administrative or insolvency proceedings involving business conduct or alleging fraudulent conduct or deceit;
• Be mindful of the views of others;
• Be prepared to exercise critical thinking and, if necessary, to take a contrary view;
• Act in a reasonable and fair-minded manner;
• Decline any offers or gifts, hospitality or other benefits which may place you in a position of conflict or perceived conflict;
• Avoid communicating confidential or privileged information outside the Board confines unless expressly authorized;
• Respect privacy; and
• Avoid comments in public places which can be misinterpreted and lead to embarrassment or liability.