To All Members

Institute of Directors Nigeria

 

As a reputed organization, the Institute of Directors Nigeria, is in the process of publishing CODE OF CONDUCT AND DISCIPLINARY PROCEDURE which will be biding on all members and fellows of the Institute. This is to ensure compliance to the goals and objectives of the Institute as well as institutionalizing the ideals of the founding fathers of the Institute.

 

It is therefore necessary for all members to carefully peruse the exposure draft below and forward comments for consideration by the appropriate Committee to IoD Nigeria’s e-mail viz:iodnigpandt@yahoo.com

 

Kindly endeavour to send the comments to the mail address NOT LATER THAN FRIDAY DECEMBER 17, 2010

 

On behalf of the President, E. Chike Nwanze and the entire Governing Council members, I wish you a happy Christmas and prosperous New Year in advance.

 

Best Regards

 

 

Akin Iroko, F.IoD

Administrator

Institute of Directors Nigeria

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INSTITUTE OF DIRECTORS (Nigeria) CODE OF CONDUCT

 

1.      Every member of the Institute of Directors (IoD), is expected to comply with this Code of Conduct as determined by the Governing Council of the IoD Nigeria from time to time.

 

2.     By joining the IoD, each member undertakes and agrees;

a)     To conduct themselves in a manner that supports the Mission of the IoD, to enhance the practice of good governance in private, public, not-for-profit institutions, and other organizations in Nigeria;

b)     That the IoD has the discretion to refuse membership to any person, and to revoke the membership in the IOD of any person, in appropriate circumstances, including where there has been a breach of this IoD Code of Conduct.

 

3.     Each member undertakes and agrees to comply with:

a)     The Terms and Conditions applicable to members of the IoD:

b)     The Companies and Allied Matters Act 1990; and all laws and regulations applicable to the organizations on which they serve;

c)     The written codes of conduct of all organizations with which they are associated; and

d)     The codes of conduct and the standards of all professions and associations to which they belong.

 

4.     Every member undertakes and agrees in respect of any corporate entity of which the member is a director, to comply with the following standards of conduct:

a)     The member should act honestly, in good faith and in the best interests of the organizations as a whole;

b)     The member should have a duty to use care and diligence in fulfilling the functions of office and exercising the powers attached to that office.

c)     The member should use the powers of office for a proper purpose, in the best interest of the organization as a whole.

d)     The member should recognise that the primary responsibility is to the organizations as a whole and as appropriate, have regard for the interest of all stakeholders of the organization.

e)     The member should not make improper use of information acquired as a director.

f)       The member should not take improper advantage of the position of director.

g)     The member should not misuse public or organizational resources for private power or dishonest personal gain.

h)     The member should not exhibit behaviour that deviate from ethics and civic virtue.

i)        The member should avoid any solutions that give rise to conflicts of interest of the organization.The member should recognise that the primary responsibility is to the organization as a wholel and as appropriate, have regard for the interest of all stakeholders of the organization;

j)       The member has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the board of directors;

k)      Confidential information received by the member in the course of the exercise of directorial duties remains the property of the organization from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that organization, or the person from whom the information is provided, or is required by law.

l)        The member should not engage in conduct likely to bring discredit upon the organization.

m)    The member has an obligation, at all times, to comply with the spirit, as well as the letter, of the applicable rules and regulations of this Code.

 

5.     Every member should affirm that they:

a)     Have not been found guilty in any criminal or similar proceeding of fraud, market manipulation, fraudulent misrepresentation, insider trading or other similar offence.

b)     Have not been subject to any penalties or sanctions imposed by a court, regulatory, administrative or self-regulatory body for conduct while acting in the capacity of direct or officer of any corporation or in a similar capacity of behalf of any other organization except as disclosed to the Io;

c)     Are not aware of any alleged conduct that might lead to the consequences in (a) or (b) above;

d)     Will notify the IoD as soon as practicable if any of the events describes above occur subsequent to joining the IoD and during the term of IoD membership.

 

6.     Disciplinary Procedures

Any act or omission of a member of the Institute that is likely to expose the Institute to disrepute shall be subject to the Institute Disciplinary Procedures.

 

Source: Proshare