Ethics, Professional Conduct and Corporate Governance
Ethics, Professional Conduct and Corporate Governance
This domain tests ethical judgement and governance behaviour in administrative and secretarial roles. Expect questions on integrity, objectivity, confidentiality, conflicts of interest, board duties, whistleblowing and the tone at the top.
Core rules
- Ethical conduct is not merely legal compliance. It requires integrity, objectivity, professional competence, confidentiality and professional behaviour.
- Conflicts of interest must be disclosed and managed, not hidden. A conflict can be actual, potential or perceived.
- Corporate governance is the system by which companies are directed and controlled. Board duties include acting in good faith, in the best interests of the company, with care and skill, and avoiding conflicts.
- Confidentiality has limits: disclosure may be required by law, regulation or professional duty. Follow the proper channel.
Worked example
A company secretary is asked to backdate board minutes to make a resolution appear unanimous. The secretary refuses, records the request, and raises it with the board chair and the audit committee. The minutes remain accurate, and the dissenting director’s position is recorded. Reasoning: backdating minutes is dishonest and creates a false record; professional integrity requires refusal and escalation through governance channels, not silent compliance.
Traps
- Equating ethics with compliance and ignoring judgement.
- Failing to disclose a perceived conflict because it is not actual.
- Treating confidentiality as absolute when law requires disclosure.
- Allowing a dominant chair to override board process without challenge.