Code of Conduct

Introduction

To meet the needs of the profession, the NACD Corporate Directors Institute^® (CDI), an independent sister organization to the National Association of Corporate Directors^® (NACD^®), created the NACD Directorship Certification^® program in consultation with experienced board members.

The CDI confers the NACD.DC^™ credential on those who meet the eligibility requirements; pass a fair, valid, and reliable exam; adhere to this Code of Conduct; and participate in ongoing certification maintenance.

NACD Directorship Certification is a commitment to advancing the highest standards of directorship. In an increasingly complex business and governance landscape, NACD Directorship Certification sets the bar for high-performing boards, helping directors to maintain their edge and meet every challenge with confidence and conviction, both now and in the future.

1. Principles

All those applying for or holding the NACD Directorship Certification^® credential must uphold this Code of Conduct.

The Code of Conduct is built on the following principles as they relate to the professional conduct of directors and those aspiring to be directors. Individuals who are NACD Directorship Certified^®, applicants, and candidates aware of any violations of this code must promptly report the unethical behavior directly to credentialing@nacdonline.org for review and investigation.

a. Integrity and honesty

i. NACD.DC^™ credential holders and candidates must

1. be a person of high moral character;

2. be honest and accurate when completing the application for the credential;

3. disclose any history of moral turpitude;

4. disclose any occupation or employment, or director-related legal indictments, convictions, civil suits, government investigations, and any pending or adjudicated proceedings that would cause a person to question their fitness to serve on a board of directors; and

5. not engage in any fraudulent behavior, such as sharing test questions / or test resources with any individual, organization, third-party outlet, person, generative AI platforms, large language learning models, or websites.

b. Objectivity and fairness

i. NACD.DC credential holders and candidates must

1. make decisions impartially and objectively that are free from undisclosed conflicts of interest, nondiscriminatory, and in good-faith compliance with all laws and regulations applicable to directors; and

2. hold themselves accountable for their actions and decisions made while carrying out directorship duties.

c. Competence and professionalism

i. NACD.DC credential holders and candidates must

1. endeavor to properly exercise fiduciary responsibilities including the Duty of Care and Duty of Loyalty;

2. raise standards of excellence;

3. adhere to applicable laws and regulations;

4. act with honesty, fairness, and mutual respect; and

5. safeguard trust.

2. Enforcement

The CDI has the right to

• deny or revoke the application,
• bar a candidate from testing,
• invalidate an exam result,
• revoke the certification and use of the NACD.DC post-nominal, and/or
• take legal action against any candidate or credential holder who fails to satisfy this Code of Conduct to enforce CDI’s rights as described herein.

Examples of failing to comply with this Code of Conduct include but are not limited to

• misrepresenting and providing false information about the scope of the NACD.DC designation;
• being convicted of a crime or misdemeanor that represents a violation of the fiduciary or ethical responsibilities of a director or other disciplinary action (including but not limited to termination of employment or removal from the board) resulting from improper behavior or violations of the organization’s corporate policy;
• being convicted of a crime or misdemeanor that represents a lack of high moral character;
• failing to disclose a history or current indictment of moral turpitude;
• engaging in dishonest or fraudulent behavior such as cheating;
• providing candidates, test prep organizations, blogs, or other Internet sites with
• answers to test questions or
• copyrighted study guide material;
• representing themselves falsely as an NACD.DC certified director while being a candidate or having a lapsed credential;
• sharing, disclosing, publishing, reproducing, or transmitting the exam questions or study materials, in whole or part, in any form or by any means, verbal or written, electronic or mechanical, for any purpose; and
• supplying false information on the application or failing to abide by the attestations.

In cases where there is proof of a violation of the Code of Conduct, credential holders will be notified by email and standard mail that their certification will be terminated and revoked. Candidates will have 30 days from the date of notification to appeal the decision. Appeals will be reviewed by members of the Certification Review Committee, which consists of two CDI board members and the senior director of Credentialing. A determination will be made within 60 days of receipt of the appeal.

Individuals whose certification has been terminated through revocation must cease

• using the NACD.DC postnominal,
• using the NACD.DC electronic badge, and
• identifying themselves as NACD.DC, NACD Directorship Certified, and/or as an NACD certified director in board bios, regulatory filings, proxy statements, event materials, etc.

Further, as necessary, the NACD.DC designation will be dissociated in Equilar, Credly, and other third-party platforms.

Though rare, NACD reserves the right to revoke the membership of any individual or Company member that acts in a manner inconsistent with the ethical and collegial norms of the NACD community, including but not limited to the use of membership privileges to sell products or services for the member’s own commercial purposes. Membership dues are not refundable. Memberships are subject to NACD’s Privacy Policy and website Terms of Use.

Questions regarding this code may be sent to credentialing@NACDOnline.org.