20 questions directors should ask about codes of conduct

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  • Gunns, Michael A.
  • Wexler, Mark N.
  • Chartered Accountants of Canada
  • Canadian Institute of Chartered Accountants (CICA)



  • Governance
  • Policies
  • Human resources

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20 questions directors should ask about codes of conduct


Also available in French under title: 20 questions que les administrateurs devraient poser sur les codes d'éthique

Table of contents :

Introduction: Why directors should ask questions about codes of conduct
SECTION A— Code context, development and revision

  • 1. What are the objectives of a Code of Conduct? 
  • 2. What is the Code’s relationship to the organization’s mission, vision, values and culture?
  • 3. Who are the champions of the Code?
  • 4. Who develops, administers and maintains the Code?
  • 5. What is the process for developing the Code?
  • 6. What is the process for the periodic review and revision of the Code?
  • 7. Is the Code at the right level for the organization?
  • 8. Is the content and tone of the Code appropriate for the organization? 
  • 9. How has the organization determined its actual ethical risks?
  • 10. How does the Code apply to foreign operations?

SECTION B— Code implementation and execution

  • 11. What information should the board receive?
  • 12. How is the Code communicated and how are people educated in it?
  • 13. How is criticism of the Code handled?
  • 14. How is compliance with the Code measured and monitored?
  • 15. What measures does management take to reaffirm commitment to the Code?
  • 16. What procedures are in place regarding advice, issue resolution, or waivers of the Code’s application?
  • 17. How does the Code relate to the rewards system and how are violations handled?
  • 18. How does the Code deal with whistle blowing?
  • 19. What additional steps can directors take to satisfy themselves as to the implementation of the Code?
  • 20. How does an organization’s Code contribute to its long-term sustainability?

APPENDIX 1: Regulations relating to codes of conduct for Canadian public companies
APPENDIX 2: Topics that may be included in codes of conduct


Chartered Accountants of Canada


20 Questions Series

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