How to write a board code of conduct

A board code of conduct is a formally approved document that sets out expected behaviours, decision-making standards and accountability for directors. 

A well-designed board code of conduct helps directors act with integrity, consistency, and accountability. It sets clear expectations for behaviour, decision-making, and communication — strengthening your governance culture. This article explains how to develop a code that’s practical, values-based, and tailored to your board’s needs.

It is easy to say that every board should have a code of conduct that all board members adhere to. It is not so easy to write one from scratch if your board doesn't already have one.

A board code of conduct is essential for maintaining trust, ethical standards, and professionalism. It clarifies expected behaviours, helps manage conflicts of interest, and provides a framework for accountability. This article presents questions that you may have around writing a code of conduct for your board. Not every question has only one answer, and you will know best what issues are likely to confront your directors and what remedies will suit your board. 

What you'll learn:

Who is the code of conduct for?

It's important to define who you are writing the code of conduct for. There are three options:

• It applies to everyone in the organisation, including staff and the board
• It applies to the board, and a separate code of conduct applies for employees and/or volunteers
• It applies to the board and employees as well as business partners

There are pros and cons for each option.

The code applies to everyone in the organisation, including staff and the board

Pros:

• Ensures uniformity in behaviours and expectations across the entire organisation
• Simplifies the creation and enforcement of policies, as there is a single code for everyone
• Encourages a cohesive organisational culture and shared values

Cons:

• May not address specific needs or situations faced by different roles, such as board members versus entry-level staff
• Will require more comprehensive language to cover the broad range of roles, which could make it very generic
• May become too long to read and remember, and could contain so much ‘irrelevant’ information that people don’t want to use it

The code applies to the board, with a separate code for employees and/or volunteers

Pros:

• Allows customisation for the unique responsibilities and expectations of the board versus other staff and volunteers
• Provides clarity by addressing specific issues relevant to different groups

Cons:

• Multiple documents can be hard to manage; keeping them consistent and coherent is more difficult. You will need two or three separate induction, revision, and communication programs.
• Multiple codes can generate inconsistency or confusion. What if board members also volunteer? 
• It takes effort to avoid overlaps or differing standards between the different codes.

The code applies to the board, employees, and business partners

Pros:

• This can extend ethical expectations to external partners, ensuring that business relationships align with organisational values. For example, it ensures that contractors use appropriate language in the workplace. This protects your staff, clients/customers, other contractors, and reputation.
• You strengthen trust with external stakeholders by holding them to the same standards and allowing them to experience ‘how you do business’

Cons:

• Enforcement can complicate business relationships, especially at the start, as you need to educate partners before you can insist on compliance with specific standards
• May require additional resources to manage and ensure compliance with external parties.

Choosing the appropriate option depends on the organisation, the diversity of roles, and the importance of extending your values to all relationships.

Why is a code of conduct necessary?

​​Oh dear—the number of times governance consultants hear the phrase, “You would hope this wouldn’t be necessary at board level”.

Boards are complex environments. Risks and passions may be high. Many directors have never received governance education, relying instead on learning “on the job.”

A good board code of conduct provides a safe baseline for professional behaviour. It helps directors work effectively together and protects the organisation’s integrity. It should:

• Guide board practices
  
  
• Support the achievement of objectives
  
  
• Safeguard relationships among directors, staff, and stakeholders

What are the key headings to include in a code of conduct?

Start with the purpose: state why you want a code and what benefit it provides.

Then specify who is covered. If you have separate codes, reference them here.

Follow with a section on your behavioural expectations — an aspirational statement that describes the standards and values your board upholds.

Then move to specific requirements so that terms like “high ethical standards” are clearly understood in your context. Examples of useful subheadings include:

• Personal behaviour – listening, respect, diligence, honesty
  
  
• Communications – reading and responding to messages promptly
  
  
• Representing the organisation – who may speak for the board
  
  
• Confidentiality – what can and cannot be shared
  
  
• Use of resources – defining appropriate use of company assets
  
  
• Legal compliance – relevant director duties
  
  
• Safe workplace – inclusivity and respect
  
  
• Conflicts of interest – identification and management
  
  

Make the examples specific to your organisation’s context. A faith-based school might emphasise safe environments for children; a listed company might focus on disclosure and stakeholder trust.

Also include how the code of conduct will be implemented — induction, training, and ongoing review.

Finally, describe how breaches are handled:

• Minor breaches may trigger refresher training
  
  
• Major breaches might require remedial action or sanctions
  
  
• Severe breaches could lead to resignation or removal in accordance with your constitution

Board code of conduct

A code of conduct provides a safe baseline for professional behaviour.

Who should write the code of conduct?

There is no better code of conduct than the one you write yourself. It will use your organisation’s language, reflect your culture, and highlight your priorities.

If time is short, you can use a code of conduct template from a trusted source as a starting point. External consultants can help, but ownership and authorship should remain with the board.

Is the code of conduct a policy or a stand-alone document?

This is a matter of preference.

If you want formal consistency, then treat it as a code of conduct policy, complete with versioning and review schedules. This is an efficient way to ensure the code stays current and fits seamlessly into your governance framework. 

If you prefer a more readable, shareable format, publish your code of conduct as a stand-alone document. Consider how you communicate policies and other commitments, and how the complete suite of governance documents looks when viewed as a whole.

Both approaches can work; the key is ensuring the code of conduct integrates with your other governance documents. 

How to review and revise the code of conduct

When reviewing your code, use the opportunity for reflection and discussion, especially about what your directors do, how they do it, and what they might prefer to do instead. 

A code of conduct review is also a great excuse for engaging the board in a little bit of benchmarking. Find a code of conduct for as many ‘peer’ companies as you have directors and ask each director to review the code, then report to the next board meeting:

• What your code covers that the ‘peer’ code doesn’t
• What the ‘peer’ code covers that your code doesn’t
• What both codes cover but treat differently

This is a great way to build awareness and keep fresh ideas coming into the boardroom. I use ‘peer’ in inverted commas because sometimes the ‘usual suspect’ peers don’t have or publish a code of conduct. In this case, I use a wider group of companies I admire or that seem to have good ethics.

Once your board has agreed to any changes and updates, you can ask a legal practitioner or governance expert to review the edits and comment. Keep editorial control so that it is always your voice and your code — don’t delegate it to an external party.

What should we do if people breach the code?

Every director and management team member is a guardian of the code of conduct. Breaches by management or volunteers should be reported to the CEO, and breaches by directors should be reported to the chair. 

Classify breaches as insignificant, minor, major, unacceptable, or using another scale that makes sense for your organisation. 

Early action shows that the code of conduct is not just a document, but a living part of your organisation's governance culture. 

Watch the webinar

This webinar will explore practical strategies for recognising when a board is veering off track—and how to course-correct effectively. You’ll gain insight into proven techniques to:

• Manage difficult personalities while maintaining professionalism.
• Re-establish standards of conduct and accountability.
• Support constructive, value-adding dialogue at the board table.
• Protect the reputation of both the board and the organisation.

Whether you’re a seasoned chair, an experienced company secretary, or an executive navigating these challenges for the first time, this session will provide the clarity and tools you need to ensure your board stays focused, productive, and respected.

Watch the webinar here

Meet the expert

 

Julie Garland McLellan FAICD | FGIA

Julie Garland McLellan is the Founder and CEO of Director's Dilemma. She has over 25 years’ experience working with leading institutions to deliver director education and has undertaken numerous governance evaluations and board reviews across a wide range of companies and sectors.