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Governing boards of public or private institution, have an advisory and supervisory responsibility to represent the stakeholders’ interest. The board must establish guidelines for its operations. This must be enshrined in its Code of Ethics and Conduct to provide guidance to its members regarding ethical and behavioural considerations and actions as they address their duties and obligations regarding their appointment.

Compliance with an established code will allow the Board to function effectively in pursuance of its mandate. It will enhance relationships and foster teamwork among Board members and management and build respect, confidence, and credibility with the general public.


Code of Ethics

Every code of ethics encapsulates the principles and values of the organisation. It normally serves as reference point for acceptable behaviours and personal conduct both within and outside of the organisation. The following ethical guidelines would serve any board well. The standards cut across most professions and makes for good governance.



This connotes honesty, truthfulness, reliability and honour. Board members should act with honesty and transparency in an ethical and professional manner in their interactions with each other, the Executive Directors, management and staff, consultants, and the general public.



Board members should maintain high ethical and moral character, both professionally and personally. Their behaviour should reflect positively on the organisation.



Board members should act with competence and strive to maintain and enhance their competence and that of their fellow board members. They must exercise due skill and care in the performance of their duty.



Board members should invoke proper care and exercise independent professional judgment in the performance of their duties.



Board members should maintain a very high level of confidentiality about all matters that are discussed in closed meetings. Confidentiality is at the core of corporate protection, preservation and sustainability. Failure to comply with this code could lead to loss of trust. Loose cannons could destroy the reputation of organisations built through the hard work and sweat of generation of workers.


Conflict of interest

Members of the board should be familiar and comply with the provisions of the Companies’ code and financial administration act and regulation and all other documents relevant to their appointment. This should enable the members to function effectively and efficiently and avoid any conflict of interest.

.Board members should have no private contracts or business dealings with the organisation. A Board member will recuse themselves and should not participate in the deliberation of matters in which he/she has an interest. Board members should not abuse their authority by using their offices to obtain favorable treatment for any person. They should not receive any authorized payment from unauthorized source.



Board members should ensure that all Board decisions and actions are based on integrity, competence, and independent judgment on the merits and benefits to the organisation and the general public. Board members should exercise due diligence to avoid breaches of responsibility.

Board members should not engage in activities that could compromise, discredit, or diminish the integrity of the Board and the organisation. The Board will respect the authority of the chief executive officer (CEO) and provide strategic instruction and direction only to the CEO. The Board should not instruct the CEO with regards to specific operational decisions.

Board members should be sensitive to the considerable workload of the staff when making requests for assistance. All requests for assistance should be made through the CEO. The Board should respect the CEO’s authority in all personnel matters. Board members should avoid becoming employee’s representatives or medium to fester parochial interest to undermine the CEO’s authority.

Board members should not give instructions or directives to employees thereby stepping into executive duties. Board members should recognise their specific role and desist from trying to ambush and control the CEO. Board members should not involve themselves in operational management of the organisation.

Board members should strive to establish effective working relationships with each other through mutual respect. Board meetings should not be used to upstage or embarrass colleagues. Board members should accommodate the opinions of others during deliberations. They should strive for consensus building in decision-making and respect the corporate decisions of the Board. Board members should refrain from using Board meetings or approval processes to advance their personal agenda.

Board members should strive to cultivate and maintain good relations with the public and press. However, they should recognise their limitations to speak for the Board unless formally agreed upon.

Individual Board members should refer all proposals or other communications regarding potential or existing programs, contracts, or services to the CEO who wields executive powers.

A board member should not solicit or receive a gift or favour from any person, company, or organisation, or from any intermediary interest, that may compromise or appear to compromise the independent judgment of the member regarding his or her obligations to the Board.

A breach of any of the code of ethics and conduct should exact appropriate sanction based on the gravity of the office. This would enhance good corporate governance.



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