IAICM’s Code of Professional Conduct can be downloaded (pdf) here. Below is an excerpt from the Code:
Independent Corporate Monitors (“Monitors”) serve a unique and critical role in governance and judicial processes worldwide. Monitors may be given different titles or roles, but their essential function is to report to governmental agencies and other oversight organizations (the “Reporting Agency”) on the compliance of organizations (the “Host Organization”) with the terms and conditions of legal agreements between the Reporting Agency and Host Organization (an "Agreement"). Monitors may be required or assigned in a variety of circumstances, often as a result of a judicial or regulatory proceeding where there is ongoing concern about misconduct, compliance & ethics programs, and/or governance/ethical tone by or within the Host Organization.
In fulfilling their duties, Monitors aspire to guide the Host Organization to successfully meet both the letter and the spirit of an Agreement's requirements. This generally involves creating self-administered, robust, and effective compliance mechanisms. Such mechanisms may include compliance and ethics programs, internal controls, accounting controls, and other measures designed to instill and generate ethical business conduct, as well as prevent, detect, and remediate future misconduct, fraud, waste, abuse, and/or regulatory non-compliance.
The successful achievement of these aspirations protects, among others: the Host Organization itself, investors, consumers, suppliers, vendors, employees, the business community/industry, government and regulatory agencies, and the public at large. A Monitor’s role, therefore, requires the highest standards of professionalism, integrity, independence, competence, and trust.
This Code of Professional Conduct ("Code") expresses the Corporate Monitoring profession’s recognition and acceptance of its responsibilities and the trust placed in Monitors. The Code is applicable to the work of Monitors in all countries, across all industries and regardless of mission or size of the Host Organization. The Code has been adopted by the International Association of Independent Corporate Monitors (“IAICM”) for IAICM Members, with the recognition that it may also be relevant and useful in terms of best practices and guidance to non-IAICM Member Monitors, Reporting Agencies, Host Organizations, the public, and others interested in the practice and conduct of Corporate Monitoring.
IAICM’s Code is congruous with the American Bar Association’s (“ABA”) Standards on Corporate Monitors, which are intended for a different and broader audience than our Code. The IAICM applauds the work of the ABA in passing its Standards on Corporate Monitors and supports and endorses those Standards. Accordingly, some parts of this Code, including particularly the conventions (definitions of terms) used in the Code, naturally bear similarity with and/or may incorporate the ABA’s Standards.
The Code is comprised of two sections: (1) Principles and (2) Standards of Practice (SOP). The Principles are broad standards that provide the framework for the Standards of Practice, which are more specific best practices governing the performance of Corporate Monitoring services by IAICM Members and to which IAICM Members agree to adhere with in serving as a Monitor.
The Code provides guidance to all IAICM Members, who come from various fields of service and professions, some of whom also may be subject to other codes of professional conduct or standards, including the ABA’s Standards on Corporate Monitors. Effective compliance with the Code depends primarily on each Member’s understanding of, and commitment to, the Code, as well as on reinforcement by IAICM leaders and Members, peers, and the public at large.
The Code sets the standards for membership in IAICM; a proven willful and material violation is grounds for a Member’s removal from IAICM membership, pursuant to the exclusive, unreviewable discretion of IAICM’s Board of Directors, consistent with the Board’s By-Laws and operating procedures. The Code does not and is not intended to give rise to any legal obligations, a private right of action, or authorize or provide a basis for disciplinary action by any other association or organization in the event of a violation of the Code or allegation(s) of a violation by a Member.
Subject to an overriding vote of the full IAICM Board, interpretation of the Code (“Interpretations”) lies exclusively with the Board’s Code and Standards Committee, which shall adopt and issue written opinions after consulting with impacted parties and entities, practitioners, Special Advisers, Members, other interested parties, or consultants. The purpose of Interpretations is to provide guidelines to aid Members to adhere with the scope and application of the Code. Interpretations provide guidance, but do not override other applicable legal rights, obligations, or governing professional standards of conduct.
Code Rulings (“Rulings”) consist of formal rulings made by the Code and Standards Committee of IAICM’s Board after consulting with relevant entities, practitioners, Special Advisers, and other interested parties. Rulings summarize the application of the Code to a particular set of factual circumstances.
Publication of an Interpretation or Ruling in “The Monitor” (IAICM’s Newsletter) or as communicated directly with Members by mail (to include electronic forms) constitutes notice to Members. Hence, the effective date of the pronouncement is the last day of the month in which the pronouncement is published in “The Monitor” or the last day of the month of direct communication(s) with Members.