(a)

A code of ethics may usefully draw upon the underlying principles of good governance or existing codes such as the IFAC code for accountants. Blending the most appropriate elements from a variety of sources is a difficult skill to apply in practice but necessary for the creation of a worthy document.
Below are the fundamental principles that should be included in the code of ethics:

Integrity
A professional should be straightforward and honest in all professional and business relationships.

Objectivity
A professional should not allow bias, conflict of interest, or undue influence of others to override professional or business judgments.

Professional Competence and Due Care
A professional has a continuing duty to maintain professional knowledge and skill at the level required to ensure that a client or employer receives competent professional service based on current developments in practice, legislation, and techniques. A professional should act diligently when providing professional services.

Confidentiality
A professional should respect the confidentiality of information acquired as a result of professional and business relationships and should not disclose any such information to third parties without proper and specific authority unless there is a legal or professional right or duty to disclose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (b)

Good corporate governance is important for any organization. The benefits that derive for private sector structures easily transpose to those in the NGO sector.

1. Financial Stability: In as much as good governance leads to increased returns of profits for private organizations, the existence of controls, risk management, and appropriate supervision ensure financial stability within the NGO. This finance-related goal can be considered through the ability to continue to provide value for money, achieving entity goals, and ensuring economic and efficient operations so as to meet needs both today and into the future.
2. Risk Reduction: Risk reduction through governance regulation has a particular resonance when considering the risks inherent in operating in poorer regions around the world. These risks may be political or physical and may manifest themselves in negative publicity or unexpected costs.
3. Attracting Support: Good governance assists private organizations in attracting investment. This is equally true for NGOs. Those that wish to support such worthy causes, such as governments or private individuals, will feel more assured that their money is being put to good use if the organization is well governed through appropriate structures for board operations and internal control.
4. Alignment with Professional Management: The scenario identifies the increased commercialization of the venture. This would include the use of professional management teams who understand, and support governance apparatus used in the private sector. This alignment to their management style provides a positive working environment for management, a known structure within which to operate effectively. It is also true that the use of such management will make the implementation or imposition of such a regime easier to deal with for an NGO going through such a transition.

           Alternative solution:

• To ensure adherence to and satisfaction of the strategic objectives of the organization, thus aiding effective management.
• To minimize risk, especially financial, legal, and reputational risks, by ensuring appropriate systems of financial control are in place, systems for monitoring risk, financial control, and compliance with law.
• To promote integrity, that is straightforward dealing and completeness.
• To fulfil responsibilities to all stakeholders and to minimize potential conflicts of interest between the owners, managers, and wider stakeholder community.