This research paper examines the role of code of corporate governance on ethical behavior of board members. A case design methodology was adopted for corporate organizations board members in Lagos State, Nigeria. Of the 45 questionnaires administered, 40 were returned using percentages for analysis and the one way ANOVA technique to test the hypothesis. As examined, finding from the research depicted code of corporate governance has significant impact on ethical behavior of board members. It was recommended, there is need for effective communication of the code, monitoring by regulatory agencies of government, transparency in appointment and periodic training of board members would ensure effectiveness of the code of corporate governance in Nigeria.