Canadian Investor Relations Institute (CIRI) Board of Directors Code of Conduct
Members of the CIRI Board and its committees must hold themselves to the highest ethical standards. Members of the Board accept a “fiduciary duty’ to act honestly, reasonably, prudently, diligently, in good faith and on behalf of the public interest and integrity of the investor relations profession.
- Directors shall endeavour to direct the activities of CIRI as a whole rather than in their own interest, the interest of their company or that of any specific group.
- Directors shall maintain the confidentiality of the details and dynamics of Board discussions, as well as those items designated as confidential (including but not limited to financial statements, membership lists, donation and sponsorship details, etc).
- Directors' contributions to discussions and decision-making shall be constructive and Directors' interactions in meetings shall be courteous, respectful and free of animosity.
- Directors shall endeavour to demonstrate due diligence and dedication in preparation for, and attendance at Board meetings and attend at least 66% of CIRI Board meetings each year.
- Directors shall adhere to the principle that the President/CEO is responsible to the entire Board of Directors and consequently that no single Director or committee has authority over the President/CEO, and
- Directors shall adhere to the principle that the Chair of the Board of Directors is the primary communications link between the Board and the President/CEO.
- If a conflict of interest, or the appearance of a conflict of interest, with CIRI arises, the Board member should take action, as appropriate, to address the conflict. The Board member should inform the Chairperson, who may, if appropriate, raise the matter with the Board.
- Directors shall conform with the CIRI By-Laws, laws, rules, regulations and policies to which they are subject.
- Directors must not use their position on the Board to prompt or solicit business from members and prospective members.