01 Ethical Standards

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for delivering these standards throughout the organisation.

FMA Guidelines

The board of every entity should adopt a written code of ethics that is a meaningful statement of its core values. The code should set out explicit expectations for ethical decision making and personal behaviour in respect of:

acting honestly and with high standards of personal and professional integrity
conflicts of interest, including any circumstances where a director may participate in board discussion, and voting on matters in which he or she has a personal interest
proper use of an entity’s property and/or information, including not taking advantage of the entity’s property or information for personal gain, except as permitted by law
not participating in any illegal or unethical activity, including safeguards against insider trading in the entity’s securities
fair dealing with customers, shareholders, clients, employees, suppliers, competitors and other stakeholders
giving and receiving gifts, koha, facilitation payments and bribes
compliance with laws and regulations that apply to the entity and its operations
reporting of unethical decision-making and/or behaviour
conduct expected of management and the board in responding to and supporting instances of whistleblowing.

Every code of ethics should include processes for recording and evaluating compliance with the code and measures for dealing with breaches of the code.
Every entity should communicate its code of ethics to its employees and provide employee training and procedures to clearly set out these expectations. For example, the board should establish its expectations on management’s response to instances of whistleblowing and ensure that whistleblowing procedures and appropriate training are provided. It should also clearly document its expectations and procedures for giving and receiving gifts and donations. Boards should be clear on their policy regarding giving and receiving koha where cultural practices and approaches can vary and the perception of undue influence is high.
Every board should have a system to implement and review the entity’s code of ethics. The board should monitor adherence to the code and hold directors, executives, and other personnel accountable for acting ethically at all times.
Every entity should publish its code of ethics. Reporting should include information about the steps taken to implement the code and monitor compliance, including any serious instances of unethical behaviour and the action taken.

Additional Forum Guidelines for NZ listed companies

The audit committee should review arrangements by which staff of the company may, in confidence, raise concerns about possible improprieties in financial reporting or other matters.
The board should have a policy on political engagement, covering lobbying and donations and disclose political donations made by the company.
The board should develop clear rules regarding any trading by directors and employees in the company’s own securities.
The board should disclose its policy and process for managing related-party transactions and may need to form a related party committee as necessary.