Directors and trustees are expected to work to the highest standards of integrity and ethics. Legislation and regulations cannot create values and ethics for a board. Ethics relates more to doing "what is right" and good judgment about what is, and will be seen as, ethical behaviour.

Elements of ethical behaviour are:

• Working for the good of the organisation rather than personal/whanau benefit
• Making sure that decisions are based on good and extensive information
• Being clear and open about conflicts of interest
• Showing high standards of conduct in and outside the boardroom

Some boards develop Codes of Ethics or Codes of Conduct which set out expectations for how the board, and individual directors trustees should behave. Boards set the "tone" of an organisation, so it is important that they are seen to behave with professionalism, integrity and high ethical standards - and that they are committed to complying with the letter and spirit of the laws and regulations that apply to their organisation.