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Code of Conduct

The Code of Conduct of The Institute of Chartered Secretaries and Administrators in Canada (also known as Chartered Secretaries Canada) is comprehensive in scope, practical in application and calls for high moral and ethical standards. This Code of Conduct is meant to serve not only as a guide to the profession, but also to provide the assurance of Chartered Secretaries Canada ’s concern for the public its members serve. It is a mark of a profession that there is a voluntary assumption, by those who comprise it, of ethical principles which are aimed at both protection of the public and at achieving orderly and competent conduct within the profession. It is to these purposes that this Code of Conduct is directed.

In the performance of their duties, all Chartered Secretaries should:

  1. Conduct themselves in a manner consistent with the good reputation of the profession of the Chartered Secretary and of the Institute, its Charter, and Bye-laws.
  2. Seek always to do their best to carry out their duties in accordance with the requirements of the laws and regulations of Canada and/or applicable provincial law or any other territory in which their organization maintains operations.
  3. Strive for professional competency and at all times exhibit a high degree of skill and proficiency in the performance of their official duties.
  4. Adopt an objective attitude when dealing with regulatory authorities, and provide such information to them as required by law.
  5. Be impartial in their dealings with shareholders and directors and, without fear or favour, use all reasonable efforts to ensure that the directors and the organization comply with the relevant legislation, contractual obligations and other relevant requirements.
  6. Be aware of all regulatory reporting and other regulatory requirements imposed by the laws under which the organization is constituted.
  7. Insist on the maintenance of proper accounting records, and books of account in accordance with the requirements of the relevant corporate laws and any subsequent Government regulations governing the conduct of organizations.
  8. Have a clear understanding of the aims and objectives of the organization, and of the powers and restrictions as provided in the constituting documents of the organization.
  9. At all times, strive to assist the organization towards its proper objectives within the tenets of ethical responsibility, efficiency, and administrative effectiveness.
  10. Be knowledgeable of the laws and by-laws of meetings, meeting procedures, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings.
  11. Be present or be represented at meetings and do not allow themselves or their representatives to be excluded or withdrawn from those meetings in a way that prejudices their professional responsibilities as secretaries of their organization.
  12. Assist and advise the directors to ensure at all times that the organization maintains an effective system of internal controls, for keeping proper records including the register of Shareholders (Members), Directors and Officers and accounting records.
  13. Disclose to the Board of Directors or an appropriate public officer any information that they reasonably believe suggests that a fraud is being or is likely to be committed by the organization or by any of its directors or employees.
  14. At all times, exercise the utmost good faith and act both responsibly and with honesty and with reasonable care and due diligence in the exercise of their powers and the discharge of the duties of their office.
  15. Neither direct for their own advantage any business opportunity that the organization is pursuing, nor use or disclose to any party any confidential information obtained by reason of their office for their own advantage or that of others.

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