ICGN Code of Ethics & Professional Conduct  


Members of the Institute of Corporate Governance Nigeria (ICGN) strongly believe that global best corporate governance standards and principles is the bedrock of sound and crises proof firm, nations and global economy.

Therefore, the duty of the Corporate Governance Professionals (CGPros) is to further the means and ends that promote global best corporate governance standards and principles.

Purpose and Applicability

Code of ethics and professional conduct is at the heart of corporate governance practice. The purpose of this code of Ethics and Professional Conduct is to inculcate first-in-class confidence and to help members of the Institute to become better Corporate Governance Professionals, as well as guiding individuals and corporate entities in their day to day dealings with the institute, their organizations and the public. The goal is to advance corporate governance practices.

This code offers a set of values, principles and standards of conduct that will guide decision making and conduct when ethical issue arises.

However, we do also believe that the context on which this code is being considered and the possibility of conflicts even among the Code’s value, principles and standards should be considered in applying this code. This, we consider given the differing regulatory environments or types of business

Specifically, this code of Ethics and Professional Conduct will promote amongst other things:

  • Honest and ethical conduct in the handling of actual and apparent conflicts of interest between personal and professional relationship, while at the same time discouraging wrong doing.
  • Timely response to and compliance with extant legal and all statutory requirements and regulations.
  • Accountability in all we do.
  • Quick and efficient dispute of responsibilities.

Just as corporate governance as a field is evolving, so also is this Code of Ethics and Professional Conduct. As circumstances and development may demand this code is subject to change where necessary.

Our Expectations:

In addition to the strict requirement to obey all laws and regulations, we expect to adhere to both the spirit and the letter of this Code of Ethics and Professional Conduct.

Administration of this Code:

Violation of this Code of Ethics and Professional Conducts, and all matters relating to this Code should be addressed to Corporate Compliance Director (CCD) who will direct the complaint to the appropriate body for action.

Structure of the Code

The Code of Ethics and Professional Conduct has six (6) sections which include:

  • Our Mission
  • Our Vision
  • Enforcement Procedure
  • Application
  • Our Value Statement: Ethical principles and standard
  • Rules of Engagement

Our Rules of “Engagement”

We uphold as a noble Institute/Profession the following Rules of Engagement.

♦ Confidentiality and Accuracy of Information: The confidentiality of information received in the course of duty must be respected and should not be used for personal gains. Information given in the course of duty should be true and fair and not designed to mislead.

♦ Conflicts of Interest: Any personal interest which may interfere in any way or even appears to interfere on a member’s impartiality in any matter relevant to his/her duties should immediately be declared to his or her employer.

♦  Gift, Payment and Entertainment: To preserve the image and integrity of the members, employee, employers, the Institute and the Profession, members should not accept or solicit or give gifts, entertainment or other favours which go beyond accepted business practice.

♦ Discrimination and Harassment: Members should not engage in any form of discrimination or harassment (real or apparent) towards any person based on race, colour, religion, sex, age, marital status, national origin, citizenship, status, disability that does not prohibit the performance of essential job functions or any status protected by laws.

♦ Dishonest or Fraudulent Activities: To preserve our image and integrity high standards of ethical, personal and professional conduct is expected in the performance of our duties. Dishonest or fraudulent activities should be avoided.

♦ Competition and Antitrust: To discourage business practices and conducts that prevent fair competition and to preserve the principle of free enterprise. Any arrangement which might prevent the effective operation of fair competition should be avoided.

♦ Compliance with Laws, Regulations and Rules: It is expected that members as well as the Institute as a corporate person comply with the laws of countries in which they operate as well as in contractual obligations.

♦ Interpretation: When in doubt of the interpretation on any part of this Code of Ethics and Professional Conduct, members should refer to the Ethics and compliance committee (ECC) of the Institute.

Enforcement Procedures

Responsibility for Administration: The Ethics and Compliance Committee (ECC) of the Governing Council of the Institute will be responsible for the interpretation and administration of this Code.

Reporting System

  • Allegations of breach to the Code of Ethics and Profession Conduct (CEPC) shall be promptly made in writing by the witness to the Institute.
  • Upon receipt of the complaint, the Ethics and Compliance Committee (ECC) will send an acknowledgement of receipt to the witness and will then inform the accused in writing that he or she is under investigation, and the nature of the complaint.

Investigation of violations

  • The Ethics and Compliance Committee will evaluate information contained in the complaint as to the gravity and credibility.
  • If the Ethics and Compliance Committee is convinced about the gravity and credibility of the complaint, the committee will then give an opportunity for the accused person to present his or her own version of the facts in writing and orally.
  • Thereafter, a formal or thorough investigation will be carried out.
  • The Ethics and Compliance Committee will prepare a written report of the outcome of such investigation including recommendations or the disposition of the matter to the President and Chairman of Council of the Institute.

The President will inform and send the report to the accused, who has 30 days to appeal, and this must be made in writing.

  • If a request of appeal is made by the accused within the stipulated period of time, the President will then constitute an Appeal Committee that will consider the appeal based on the issue raised in the appeal put forward by the complainant, accused or any other interested party or parties.
  • The Appeal Committee will make decision, within 30days of the receipt of the appeal. The decision of the Appeal Committee is final.
  • The Institute may then seek redress in a law court.
  • If appropriate, the Ethics and Compliance Committee will make the outcome of such enquiry public.
  • If appropriate, the Ethics and Compliance Committee will recommend changes to the code.

Disciplinary Measures and Sanctions

The Ethics and Compliance Committee or its designee will enforce this code through appropriate disciplinary actions.

Persons to whom this Code Applies

This Code applies to the following persons:

  • All ICGN members.
  • Individuals or corporate bodies that are non-members that apply to commence an ICGN certification process.
  • Individual or corporate bodies that may represent ICGN.
  • All employees of ICGN. This includes all permanent, ad-hoc or temporary staff or volunteers.
  • This Code is binding on all members at all times.


This Code of Ethics and Professional Conduct holds for all members wherever they work