Professional Ethics and Corporate Responsibility
Scope
Professional Ethics and Corporate Responsibility tests the standards expected of chartered secretaries and administrators: integrity, objectivity, competence, confidentiality and professional behaviour, plus corporate responsibility to stakeholders and society.
Core rules
- Fundamental principles. Integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour. Threats include self-interest, self-review, advocacy, familiarity and intimidation.
- Conflicts of interest. Disclose and manage conflicts; do not use position for personal gain. Related-party transactions need transparent approval.
- Confidentiality. Do not disclose client or employer information without authority, except where law requires or permits disclosure, such as legal proceedings or regulatory investigation.
- Corporate responsibility. Consider shareholders, employees, customers and society. Sustainability reporting and anti-corruption are governance issues, not public relations.
- Whistleblowing. Protect genuine concerns raised in the public interest; retaliation is itself an ethical failure.
Worked example
A company secretary discovers that a director has approved a payment to a fictitious supplier. The director asks her to keep it confidential. Confidentiality does not authorise concealment of fraud. She should escalate to the audit committee or board, preserve evidence, and report through the whistleblowing channel or to the appropriate authority if internal channels fail. The reasoning is that the public interest and legal duty override the director’s request.
Traps
Do not treat confidentiality as absolute; do not accept gifts that create obligation; do not confuse loyalty to a colleague with loyalty to the company; and do not assume CSR is only philanthropy.
Key check
Apply the “reasonable third party” test: would an informed, ethical observer regard the action as defensible?