Ethics, Compliance and Professional Standards
This domain tests ethical judgement, compliance obligations, and the professional standards expected of a chartered secretary and administrator. Questions often present a pressure situation and ask what you should do.
Core rules
- Core ethical principles: integrity, objectivity, confidentiality, professional competence and due care, and professional behaviour.
- Compliance is the minimum legal floor; ethics asks what is right beyond the floor.
- Key Nigerian obligations include CAMA 2020 duties, NCCG 2018 principles, SEC rules, FRC oversight, anti-corruption and anti-money-laundering laws, and whistleblowing protections.
- Confidentiality does not protect disclosure of illegal acts; conflicts of interest must be declared and managed; insider information must not be traded or passed on.
- Tone at the top and a speak-up culture are control-environment issues, not soft extras.
- Professional scepticism means challenging unsupported assertions, even from senior people.
Worked example
A director asks the company secretary to record a board approval that did not occur. The secretary should refuse, record the facts accurately, and escalate to the chair or audit committee. Backdating minutes is false record-keeping and breaches integrity and legal duties. The secretary's duty is to the company, not to the requesting director.
Traps
- Rationalising a small breach.
- Treating confidentiality as a shield for wrongdoing.
- Ignoring conflicts of interest.
- Assuming legal compliance equals ethical conduct.
- Failing to document escalation.