Governance, Ethics and Professional Conduct
Governance, Ethics and Professional Conduct
This domain tests whether you can apply accountability, ethical reasoning and professional standards under pressure. The exam expects you to distinguish legal compliance from ethical judgement and to document decisions.
Core rules and concepts
- Governance provides direction, oversight and accountability. Boards set strategy, monitor risk and ensure internal control.
- The UK Corporate Governance Code operates on comply or explain. It expects an effective board, a clear division between chair and chief executive, independent non-executive directors, and audit, risk and remuneration committees.
- Risk appetite is set by the board; internal control and whistleblowing channels support escalation.
- Ethical theories offer different tests: consequentialist or utilitarian reasoning weighs outcomes; deontological reasoning focuses on duties and rights; virtue ethics asks what a person of good character would do.
- Codes of conduct translate values into expected behaviour. Conflicts of interest, gifts and hospitality, bribery, confidentiality and data protection are common exam areas.
- Professional judgement requires recording the facts, the conflict, the advice taken and the decision rationale.
Worked example A procurement manager is offered a £150 dinner by a bidder during a live tender. A weak answer says accept if it is normal hospitality. A stronger answer declines, declares the offer in the gifts register, records the tender stage and seeks advice if the bidder persists. Reasoning: the timing creates a perceived conflict, and the test is not only legality but integrity and public confidence.
Traps that cost marks
- Equating legal with ethical.
- Treating governance as only the board's responsibility.
- Ignoring perceived conflicts of interest.
- Using confidentiality to hide wrongdoing.
- Failing to document ethical decisions and advice.