Book cover for Ethics in the Boardroom, 2nd Edition, featuring a hand holding a signpost with various directions, symbolizing ethical choices.

Ethics in the Boardroom: A Decision-Making Guide for Directors (2nd Edition)

TYPE:THOUGHT LEADERSHIP

CATEGORY: GOVERNANCE

SECOND EDITION: MARCH 2026

FIRST EDITION: OCT 2019

Ethics in the Boardroom: A Decision-Making Guide for Directors

The role of a director in governing an organisation is made more complex by a myriad of ethical issues that impact on board decision making. Boardroom practices are also central to setting the right tone and values throughout an organisation.

Ethics in the Boardroom: A Decision-Making Guide (2nd edition) has been developed in collaboration with the Australian Institute of Company Directors. Designed to support directors in considering ethical issues as they discharge their duties, it invites them to view the decisions they come up against through four key lenses.

This guide is a vital resource for directors as a general reference, and should be utilised by boards to strengthen their capacity in ethics, and by individual directors and boards alike to inform conversations about the complex issues they encounter in their roles. Updated from the 2019 first edition, this second edition also reflects a changing landscape and responds to new questions emerging from the adoption of technologies such as artificial intelligence.

"The the board of a corporation is, in effect, its mind and conscience. All that a corporation does and its effects on the world, is ultimately traced back to directors and their deliberations."

DR SIMON LONGSTAFF AO

WHATS INSIDE?

White triangle outline on a dark teal background. Geometric shape with three sides forming a triangular figure, simple design, modern abstract art.

Understanding Ethics

Isometric view of a white rectangle, angled from the lower left to the upper right, against a solid dark teal background.

Perspectives to frame board conversations

White sun cross symbol on a gray background. Wheel cross or solar cross, an ancient religious symbol.

A decision making framework

Concentric circles design. White circles on a gray-blue background create a target-like pattern. Minimalist graphic with geometric shapes.

General influences

White hexagon outline on a solid teal background. Geometric shape with six sides. Simple graphic design element. Modern, clean, and minimalist.

The board’s collective culture and character

White semi-circle shape on a teal background. Arch design element. Abstract graphic. Minimalist illustration. Simple geometric form.

Interpersonal relationships and reasoning

White geometric pentagon shape on a gray background. Abstract pentagon design with triangular and linear elements.

The individual director

White double chevron arrow pointing right on a dark teal background. Symbol for forward, next, or advance. Directional sign.

Practical Examples

Whats inside the guide?

Authors

The Ethics Centre

The Ethics Centre is a not-for-profit organisation developing and delivering innovative programs, services and experiences, designed to bring ethics to the centre of personal and professional life. Our activities span ethics consulting and leadership for organisations from all sectors and of all sizes, Ethi-call, our free ethics helpline, live events, and advocacy campaigns. Our work brings people together to build their skills and capacity to live and act according to their values.

Australian Institute of Company Directors

The Australian Institute of Company Directors is committed to strengthening society through world-class governance. They aim to be the independent and trusted voice of governance, building the capability of a community of leaders for the benefit of society. Their membership of more than 45,000, includes directors and senior leaders from business, government and the not-for-profit sectors.

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Ethics in the Boardroom 2nd Edition cover depicting directional signs on a hand, symbolizing ethical decision-making for directors.