Mentoring Circles Topic 2: Conscience
Share |


Conscience can be defined essentially as one’s sense of right and wrong. One’s conscience should guide one’s behaviour: this talks to the authenticity and integrity of an individual. Directors have a fiduciary duty to operate in the best interests of the company. Directors can nonetheless be torn between a variety of views of ‘right and wrong’.


What is apparently right for shareholders may be perceived to be wrong for other stakeholders. Perspectives also differ between privately-held, state owned and public companies as to what constitutes right and wrong. Sustainable development considerations blur the understanding even further, bringing into account the six capitals that need to be considered (i.e. right/wrong for what/whom), as well as issues such as intergenerational equity – being fair in the long term. Ethics, good governance, legal requirements and professional standards all add to the concepts of what is right and wrong.



King Code of Governance principles (King III)

  • Principle 1.1: the board should provide effective leadership based on an ethical foundation.

Key Focus Areas

The actual individual problems to be mentored will be raised during the Circle. The following are intended to serve as thought-starters only:

  • Is it ever acceptable to act illegally if ethical considerations deem it necessary?
  • How best might Directors raise issues of conscience in a Board setting?
  • Which is paramount when making business decisions: company values or Directors personal values?
  • What risks do Directors run if they raise issues of conscience?
  • What risks do Directors run if they do not raise issues of conscience?
  • How is conscience related to Directors’ responsibilities?
  • What options are there for Directors who feel conflicted?
  • How do Directors balance legal sensitivities with the need for transparency and accountability to a broad stakeholder group?