Singapore Corporate Counsel Association Code of Ethics
- As members of the legal profession, corporate counsel share the responsibility to uphold the standing and integrity of the legal system and profession.
- The Legal Profession (Professional Conduct) Rules apply to practising advocates and solicitors in Singapore. However, there is no set of rules governing the conduct of corporate counsel. This Code seeks to fill this gap.
- The Code sets out the core principles which corporate counsel who are members of the SCCA should adopt and abide by.
- Organisations are welcomed to adopt the Code and apply it to their legal departments, whether or not any of their corporate counsel are members of the SCCA.
- Further guidelines on how these principles apply in specific situations may be given by the General Committee or such sub-committee that the General Committee may appoint for this purpose.
This is a principles-based Code. SCCA members must observe both the letter and spirit of the principles in this Code.
There are five core principles.
As members of the legal profession, it is every corporate counsel’s duty to
- uphold justice and the law;
- act in the best interest of the client;
- maintain and protect confidentiality;
- act with integrity and professionalism;
- act independently in rendering legal advice.
Principle 1 – Duty to uphold justice and the law
This is a fundamental responsibility of every corporate counsel.
Principle 2 – Duty to act in the best interests of the client
Corporate counsel has the duty to use all reasonably available legal means in his/her capacity as corporate counsel to advance the client’s interests.
The duty to act in the best interests of the client also implies that the corporate counsel is not acting for any specific individual within the client organisation. Accordingly, corporate counsel:
- must not advise individuals if doing so conflicts or may conflict with his/her duty to the client or his/her ability to give independent advice to the client;
- must advise individuals, whose interest may conflict with the client’s, to seek separate independent legal representation; and
- sitting as a board member of any client entity needs to be cognisant of the potential conflicts which may affect his ability to advise the client independently.
Principle 3 - Duty to maintain and protect confidentiality
The duty to maintain and protect confidentiality includes
- observing duties of fidelity, confidentiality and protection of privacy; and
- exercising caution before accepting confidential communications from individuals, particularly where knowledge of such communications could conflict with duties to the client. In such cases, corporate counsel must expressly inform the individual concerned that his first duty is to the client.
Principle 4 – Duty to act with integrity and professionalism
The duty to act with integrity and professionalism includes
- the duty not to deceive, mislead or conceal;
- the duty not to knowingly assist or perpetuate a breach or concealment of a breach of law;
- the duty to advise or assist the client in a manner most advantageous to the client so long as it does not conflict with the interests of justice, public interest and professional ethics;
- the duty to comply and ensure that those concerned within the client organisation comply with the obligations relating to discovery and evidence retention;
- the duty to avoid any conflict of interest with the client. Where this is unavoidable, corporate counsel has a duty to disclose any conflict or potential conflict of interests to the client, and decline to act if necessary; and
- the duty to act professionally when dealing with external counsel, and to engage external counsel and/or consultants on appropriate arm’s length terms.
Principle 5 – Duty to act independently in rendering legal advice
Corporate counsel has a duty to provide the best legal advice possible. Corporate counsel must not allow his/her independence as a professional legal adviser to be compromised. Legal advice must be not be influenced by extraneous factors, for example, personal interests or external pressure