Sample Director Code of Conduct

In brief: This sample code of conduct for directors was developed by Sidley Austin LLP and originally appeared in the Report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset. It includes an overview of director responsibilities and guidance for handling the risks directors face related to ethics and compliance. Such a code for directors typically supplements a more general code of business conduct for all employees, officers, and directors.

This resource can help your board

  • Develop a code of conduct for directors.
  • Adhere to New York Stock Exchange and Nasdaq listing requirements.
  • Assist directors in fulfilling their fiduciary responsibilities and mitigating risks associated with director duties.

Most relevant audiences: audit committee members, lead directors, general counsel, corporate secretaries, and chief compliance officers