Section 4 · Member Obligations

CILG Code of Professional Conduct

Membership of CILG is a voluntary choice. In accepting membership, every member makes a solemn commitment to uphold and be bound by this Code. Compliance with the Code is a condition of membership.

Integrity Competence Accountability Transparency Respect & Inclusivity Professional Independence Stewardship

The Foundation of Professional Trust

The Chartered Institute of Leadership and Governance (CILG) exists to advance the highest standards of leadership and governance practice across all sectors of society. The reputation of CILG, and the value of CILG designations, depends entirely upon the conduct of its members. Every member of CILG — from Student through to Fellow — is an ambassador for the profession and for the Institute.

This Code of Professional Conduct ('the Code') sets out the ethical standards, professional obligations, and behavioral expectations that govern the conduct of all CILG members in their professional practice and in their interactions with the Institute, their colleagues, their clients, their organizations, and the public.

Membership of CILG is a voluntary choice. In accepting membership, every member makes a solemn commitment to uphold and be bound by this Code. Compliance with the Code is not merely an aspiration — it is a condition of membership. Members who breach the Code are subject to investigation and disciplinary action, up to and including permanent removal from the CILG Register.

Scope of the Code

This Code applies to all CILG members at every grade, in all professional and public contexts:

  • Applies regardless of the member's role, employer, sector, or geographic location
  • Applies at all times — not only in the member's primary professional role
  • Applies to all grades from Student through to Fellow
  • Applies in all professional and public contexts without exception
  • Members who breach the Code are subject to investigation and disciplinary action, up to and including permanent removal from the CILG Register
Compliance with this Code is a condition of membership — not merely an aspiration.

The Seven Principles of CILG Professional Conduct

The Code is built upon seven foundational principles. These principles form the ethical core of professional conduct for every CILG member.

1
Integrity
2
Competence
3
Accountability
4
Transparency
5
Respect and Inclusivity
6
Professional Independence
7
Stewardship of the Profession
1
Principle 1 · Section 4.3
INTEGRITY
Members shall act with honesty, truthfulness, and moral courage in all professional dealings.

i 4.3.1 What Integrity Means in Practice

Integrity is the foundation of every professional relationship and the bedrock of trustworthy governance. A member of CILG with integrity is consistently honest, even when honesty is difficult, costly, or unpopular. Integrity requires the courage to act rightly when it would be easier not to.

ii 4.3.2 Specific Obligations

  • Members shall be truthful and transparent in all professional representations, including CVs, proposals, reports, public statements, and communications with CILG.
  • Members shall not misrepresent their qualifications, experience, skills, or professional designations to any employer, client, organization, or public body.
  • Members shall not make false, misleading, or exaggerated claims about the capabilities or services of themselves, their organizations, or their professional associates.
  • Members shall not engage in, facilitate, or conceal fraud, corruption, bribery, or any form of financial misconduct.
  • Members shall not use their CILG designation or professional standing to endorse products, services, or organizations in a manner that is misleading or that compromises their professional reputation.
  • Members who become aware of fraudulent or dishonest conduct by colleagues, employers, or clients — particularly where it affects the public interest or the integrity of governance — are expected to consider their obligations to report such conduct, in line with applicable laws and professional standards.
  • Members shall maintain the confidentiality of information entrusted to them in a professional capacity, except where disclosure is required by law, authorized by the information owner, or necessary to prevent significant harm.
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Principle 2 · Section 4.4
COMPETENCE
Members shall maintain and continuously develop the knowledge, skills, and professional capability required to perform their roles to the highest standard.

i 4.4.1 What Competence Means in Practice

Professional competence is the duty to bring appropriate knowledge, skill, and judgment to every professional engagement. It is not a state achieved once and held forever — it requires continuous investment through CPD, reflective practice, and professional learning. Competence also requires the self-awareness to recognize the limits of one's knowledge and the humility to seek support when needed.

ii 4.4.2 Specific Obligations

  • Members shall only undertake professional work, assignments, advisory roles, or governance responsibilities for which they possess or can reasonably acquire the necessary knowledge, skills, and experience.
  • Members shall not accept engagements or appointments that are significantly beyond their current competence without appropriate support, supervision, or disclosure of limitations.
  • Members shall commit to meeting their CILG CPD requirements in full each year and shall maintain an accurate and verifiable CPD record.
  • Members shall keep themselves informed of developments in leadership, governance, regulatory requirements, and best practice relevant to their professional roles.
  • Members shall seek further learning, mentoring, supervision, or specialist advice when facing professional challenges that exceed their current expertise.
  • Members shall not allow CPD obligations to become a box-ticking exercise. CPD must represent genuine professional learning, not merely accumulated hours.
  • Members who identify deficiencies in their competence shall take prompt and proactive steps to address them, and where appropriate, shall disclose relevant limitations to clients or employers.
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Principle 3 · Section 4.5
ACCOUNTABILITY
Members shall accept personal responsibility for their professional decisions, actions, and advice, and shall not seek to deflect blame or avoid legitimate scrutiny.

i 4.5.1 What Accountability Means in Practice

Accountability is the willingness to stand behind one's professional work and to accept responsibility for its consequences. In governance and leadership, where decisions can have significant organizational and societal impact, accountability is not merely a professional virtue — it is a foundational governance principle. Members of CILG, who lead and govern others, must exemplify accountability in their own conduct.

ii 4.5.2 Specific Obligations

  • Members shall take personal responsibility for the quality, accuracy, and consequences of their professional advice, decisions, and actions.
  • Members shall not misattribute work, deflect personal responsibility to colleagues or subordinates, or seek to shift blame for professional failures to others.
  • Members serving in governance roles (e.g., as board members, trustees, committee chairs, or compliance officers) shall discharge their governance responsibilities diligently and shall not abdicate those responsibilities through inattention, avoidance, or willful ignorance.
  • Members shall cooperate fully and transparently with any CILG investigation, audit, disciplinary proceeding, or compliance review.
  • Members shall promptly disclose to CILG any matter that may affect their fitness to practice, including criminal convictions, regulatory sanctions, findings of professional misconduct by other bodies, or significant conflicts of interest that have not been properly managed.
  • Members shall maintain adequate records of professional advice given and decisions made, to the standard expected of competent practitioners in their field.
  • Members shall acknowledge errors, correct mistakes, and take remedial action when professional work falls below the required standard.
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Principle 4 · Section 4.6
TRANSPARENCY
Members shall be open, clear, and honest in their professional dealings, avoiding conflicts of interest or disclosing them fully where they cannot be avoided.

i 4.6.1 What Transparency Means in Practice

Transparency in leadership and governance means making decisions in an open and understandable way, providing stakeholders with the information they need to evaluate conduct and outcomes, and ensuring that no hidden interests distort professional judgment. Transparency and integrity are deeply interconnected — transparency is the outward expression of an honest inner commitment.

ii 4.6.2 Specific Obligations

  • Members shall disclose any actual, potential, or perceived conflict of interest to relevant parties (employers, clients, boards, or CILG) before undertaking work or at the earliest opportunity if a conflict arises during an engagement.
  • Members shall not allow personal financial interests, private relationships, or other personal considerations to improperly influence professional advice or governance decisions.
  • Members serving in dual roles (e.g., as both an advisor and a supplier) shall be especially vigilant in managing conflicts and shall obtain appropriate consents or recuse themselves from decisions where conflict cannot be adequately managed.
  • Members shall not accept gifts, hospitality, or other benefits that could create an actual or perceived conflict of interest, or that could be seen as influencing professional judgment. Gifts above a nominal value (as defined in the member's organizational policy, or USD 50 where no policy exists) must be declared.
  • Members shall be transparent about the basis for professional opinions, the limitations of analyses, and the uncertainties inherent in advice — particularly in governance and strategy matters where the stakes are high.
  • Members in public or quasi-public roles shall support the public's right to access information about organizational governance and performance, within the limits of legitimate confidentiality.
5
Principle 5 · Section 4.7
RESPECT AND INCLUSIVITY
Members shall treat all individuals with dignity, fairness, and respect, and shall actively promote diversity and inclusion in their professional practice.

i 4.7.1 What Respect and Inclusivity Mean in Practice

Respect is the recognition of the fundamental dignity and worth of every person. Inclusivity is the active commitment to ensuring that professional environments, governance structures, and leadership practices are equitable and accessible to all, regardless of background. CILG believes that effective leadership and governance are enriched by diversity and undermined by discrimination.

ii 4.7.2 Specific Obligations

  • Members shall treat all individuals — colleagues, clients, subordinates, governance stakeholders, and the public — with fairness, courtesy, and respect, regardless of age, gender, race, ethnicity, nationality, religion, disability, sexual orientation, socioeconomic background, or any other characteristic.
  • Members shall not engage in, condone, or fail to challenge discrimination, harassment, bullying, or any form of demeaning conduct in any professional context.
  • Members shall actively promote inclusive practices in their organizations and governance roles: this includes supporting diverse board composition, equitable talent development, and accessible organizational processes.
  • Members shall be respectful in all communications — including digital communications, social media, professional publications, and public statements — and shall not use their professional platform to demean, misrepresent, or unfairly attack individuals or groups.
  • Members shall respect the cultural, jurisdictional, and professional contexts of colleagues and clients from different backgrounds, and shall seek to develop cultural competence as part of their professional practice.
  • Members shall support and advocate for psychological safety in professional environments — creating conditions in which people feel safe to speak up, raise concerns, and contribute fully.
6
Principle 6 · Section 4.8
PROFESSIONAL INDEPENDENCE
Members shall exercise independent professional judgment, resisting undue influence and maintaining objectivity in all professional assessments and advice.

i 4.8.1 What Professional Independence Means in Practice

Professional independence is the ability to form and express professional opinions based on evidence, knowledge, and sound judgment — free from inappropriate pressure, commercial influence, or personal bias. Independence is especially critical in governance roles, where the purpose of the function depends on objective, impartial oversight.

ii 4.8.2 Specific Obligations

  • Members shall exercise professional judgment based on objective assessment of evidence, facts, and professional standards — not merely on the preferences of employers, clients, or other stakeholders.
  • Members shall resist undue pressure to produce reports, opinions, or professional outputs that misrepresent facts, omit material information, or reach pre-determined conclusions.
  • Members who believe they are being pressured to act improperly shall document their concerns, seek appropriate guidance (including from CILG's Ethics Helpline), and where necessary, decline the engagement or escalate appropriately.
  • Members in governance oversight roles (e.g., non-executive directors, audit committee members, compliance officers, internal auditors) shall maintain the independence appropriate to their function, in accordance with applicable governance codes, laws, and professional standards.
  • Members shall declare any personal, financial, or professional interests that could compromise — or be seen to compromise — their independence on any particular matter.
  • Members providing professional opinions for public, regulatory, or judicial purposes shall ensure that their views represent their honest professional assessment and comply with applicable professional witness standards.
7
Principle 7 · Section 4.9
STEWARDSHIP OF THE PROFESSION
Members shall actively contribute to the advancement, reputation, and integrity of the leadership and governance profession and of CILG.

i 4.9.1 What Stewardship of the Profession Means in Practice

Membership of a professional body is not merely a personal credential — it is an act of commitment to a community of professionals and to the broader public interest served by that community. Every CILG member is a steward of the profession and of the Institute. Their conduct — both in practice and in public — reflects on all CILG members and on the standing of leadership and governance as recognized professional disciplines.

ii 4.9.2 Specific Obligations

  • Members shall uphold the reputation and standing of CILG in all professional and public interactions and shall not bring CILG into disrepute.
  • Members shall support and mentor less experienced professionals and members, contributing to the development of the next generation of leadership and governance practitioners.
  • Members shall participate constructively in CILG's professional activities — including committees, consultations, publications, and events — according to their capacity and grade.
  • Members who become aware of conduct by another CILG member that may constitute a serious breach of this Code are encouraged to report their concerns to the CILG Professional Standards Committee in good faith. CILG will protect individuals who make genuine good-faith reports from retaliation.
  • Members shall not improperly criticize other CILG members, their qualifications, or their professional work in public, without factual basis or fair process.
  • Members shall support the public interest mission of CILG and recognize that their professional work has consequences beyond their individual organizations — for governance quality across society, for institutional trust, and for the well-being of those governed.
  • Members who take on public roles — whether as commentators, advisors, board members, or public office holders — shall ensure that their public conduct is consistent with the standards set by this Code.

Conflicts of Interest

4.10.1 Definition: A conflict of interest arises when a member's personal interests — financial, relational, reputational, or otherwise — could improperly influence, or be seen to improperly influence, the exercise of their professional judgment or the discharge of their professional duties.

4.10.2 Categories of Conflict

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Financial Conflicts
Personal financial interest in a matter on which the member is providing professional advice or making a governance decision.
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Relational Conflicts
Close personal, family, or social relationships with parties who stand to benefit from the member's professional decisions or advice.
Competitive Conflicts
Simultaneous advisory or employment relationships with competing organizations without appropriate disclosure and consent.
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Reputational Conflicts
Prior professional endorsements, published opinions, or commitments that would prevent objective assessment of a current matter.
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Positional Conflicts
Holding of multiple governance roles that create contradictory accountability relationships.

4.10.3 Managing Conflicts of Interest

Where a conflict of interest is identified, members should follow this protocol:

  1. 1
    Identify the nature and significance of the conflict as early as possible.
  2. 2
    Disclose the conflict in writing to all relevant parties (employer, client, board, CILG) without delay.
  3. 3
    Seek guidance from a senior colleague, legal counsel, or the CILG Ethics Helpline if the appropriate course of action is unclear.
  4. 4
    Recuse themselves from decision-making processes where the conflict cannot be effectively managed through disclosure alone.
  5. 5
    Document the identification, disclosure, and management of the conflict for professional records.

Use of Social Media and Digital Communications

CILG members' use of social media, online publications, and digital communications is subject to the Code. Members should be aware that:

The CILG Ethics Helpline

Confidential Ethics Support

CILG operates a confidential Ethics Helpline to support members who face ethical dilemmas in their professional practice, wish to report a concern about a colleague's conduct, or require guidance on the application of the Code.

Members seeking guidance — not reporting a breach — may contact the helpline anonymously. Members making a formal report of a breach must identify themselves, but CILG will not disclose the identity of the reporting member to the subject of the complaint without consent, except where required by law. The Ethics Helpline is staffed by CILG-approved advisors and responds within five (5) working days.

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CILG Ethics Helpline — Email

ethics@cilgglobal.org

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Online Form

Available via the CILG Members' Portal under 'Ethics and Conduct'

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Strict Confidentiality

All communications are treated in strict confidence. Anonymous guidance enquiries are accepted.

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Response Time

The Ethics Helpline responds within five (5) working days.

Investigation and Disciplinary Procedures

4.13.1 Grounds for Investigation

The CILG Professional Standards Committee may open a formal investigation into any member's conduct upon receipt of:

A complaint from another member, employer, client, or member of the public

Information identified by CILG in the course of its normal regulatory functions (e.g., CPD audit, examination monitoring)

A self-referral by the member

Information arising from a criminal prosecution, regulatory investigation, or civil court finding

4.13.2 Investigation Process

01
Acknowledgment
CILG acknowledges receipt of the complaint within five (5) working days.
02
Preliminary Review
The Professional Standards Committee conducts a preliminary assessment to determine whether the matter constitutes a potential breach of the Code. If the matter is found to be outside CILG's jurisdiction, frivolous, or vexatious, it may be closed at this stage with written notification to all parties.
03
Formal Investigation
Where a prima facie case exists, a formal investigation is opened. The member is notified in writing and given twenty-one (21) days to respond to the allegation with written submissions and evidence.
04
Investigation Panel
A Panel of three CILG members (at least two of whom must be Fellows) is appointed to review the matter, consider the evidence, and make a finding.
05
Hearing
Where the Panel considers a hearing necessary, the member is invited to attend in person or by video conference to present their case. Legal representation is permitted.
06
Finding and Sanction
The Panel issues a written Finding and, where a breach is established, a Sanction.

4.13.3 Available Sanctions

Sanction Description Applicable To
Formal Warning Written warning recorded on the member's file; no impact on designation Minor or first-time breaches
Reprimand Formal reprimand recorded on member's file; made known to the member's employer where required by public interest Moderate breaches
Conditions of Practice Member required to undertake specified CPD, training, supervision, or other remedial action as a condition of continued membership Competence-related breaches
Suspension Membership suspended for a defined period (3–24 months); member may not use CILG designations during suspension Serious breaches
Demotion Member's grade reduced to a lower grade; original grade may not be reapplied for a minimum of two years Serious misrepresentation or misconduct
Removal Member permanently removed from the CILG Register; all designations forfeited; cannot reapply Most serious or repeated breaches
4.13.4 Right of Appeal: Members who are sanctioned have the right to appeal the Finding and/or the Sanction to the CILG Appeals Committee within thirty (30) working days of receiving the written notification. The Appeals Committee operates independently of the Professional Standards Committee. Its decision is final and binding.

Members' Obligations Upon Leaving CILG

When a member's membership ends — whether through resignation, lapse, suspension, or removal — the following obligations continue:

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Cease Use of Designations The former member must immediately cease using all CILG post-nominal designations in any context.
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Update Professional Profiles The former member must update their professional profiles, business cards, letterheads, and all public-facing materials to remove CILG designations.
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Ongoing Confidentiality Obligations of confidentiality in respect of information obtained in a professional capacity while a CILG member continue indefinitely.
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No Escape from Jurisdiction Members who resign during the course of an active disciplinary investigation will not thereby avoid the investigation; the CILG Professional Standards Committee retains jurisdiction over conduct that occurred during the period of membership.

Review and Currency of the Code

The CILG Code of Professional Conduct is reviewed by the CILG Professional Standards Committee at least every three (3) years, or sooner if significant developments in governance law, professional practice, or the operating environment warrant revision. Proposed revisions are published for member consultation before adoption. All members are notified of Code revisions upon implementation.

The version of the Code in force at the time of any alleged breach applies to that investigation, regardless of any subsequent revision.

Important Notice

The version of the Code in force at the time of any alleged breach applies to that investigation, regardless of any subsequent revision to the Code. Members are advised to retain a copy of the Code as it stands at the time of any conduct under review.

The Member Declaration

By accepting membership of the Chartered Institute of Leadership and Governance (CILG) at any grade, every member makes the following declaration:

Member Declaration

"I, [Member Name], hereby declare that:"

  • 1
    I have read, understood, and agree to be bound by the CILG Code of Professional Conduct in its current form and as amended from time to time.
  • 2
    I will maintain my professional competence through compliance with the CILG CPD Framework applicable to my membership grade.
  • 3
    I will pay my CILG membership subscription fees when due and will promptly notify CILG of any change in circumstances that affects my membership eligibility.
  • 4
    I understand that any misrepresentation of my qualifications, experience, or membership grade is a serious breach of the Code and may result in removal from the CILG Register.
  • 5
    I accept that CILG has the authority to investigate complaints about my professional conduct and to impose sanctions, up to and including permanent removal from the Register, where a breach of the Code is established.
  • 6
    I commit to upholding the reputation of CILG and the leadership and governance profession at all times.
Member Signature Date

Questions About the Code?

Contact the CILG Ethics Helpline for confidential guidance, or apply for membership to commit to our professional standards.

Contact Ethics Helpline → Apply for Membership CPD Framework