Ethics in the boardroom 2nd edition: A decision-making guide for directors

Ethical decision-making is central to effective governance and to directors meeting their duties. This updated guide, developed jointly by the AICD and The Ethics Centre, provides directors with practical tools to work through complex ethical issues with rigour and confidence. 

The guide can be used as a general resource for directors, to identify specific areas for strengthening the board's approach to ethical considerations and decision-making.   

The guide covers: 

• The four lenses model – a framework for surfacing ethical considerations. The four lenses examine decisions through the organisation's ethics framework, the board's collective culture and character, interpersonal relationships and power dynamics, and the role of the individual director. 

• A five-phase decision-making framework – developed by The Ethics Centre, the Frame, Shape, Evaluate, Refine and Act process provides a structured and repeatable approach to working through ethical issues in a way that is thorough and defensible. 

• Ethics and AI – the governance of AI is a central issue that boards of all organisations are grappling with. As AI continues to accelerate, our case study supports directors to look beyond questions of business benefit, technical feasibility and compliance, and to interrogate the ethical dimensions of AI. This includes fairness, accountability, transparency and human wellbeing, all core to the board’s oversight role. 

• Common ethical traps – the patterns of board behaviour that can undermine sound ethical reasoning, including groupthink, the pressure for concurrence, and reactive decision-making under time pressure – and how boards can counter them. 

• The role of the chair – how chairs can create the conditions for open ethical deliberation, support all voices to be heard, and encourage evidence‑based, principled disagreement. 

Updated from the 2019 first edition, this guide draws on insights from experienced directors and reflects developments in ethical governance practice since the original publication.