RBE Worksheet # 6: Sample Outline for a Code of Conduct

RBE Worksheet # 6

Sample Outline for a Code of Conduct



I.  Title Page

Use a title page that captures the nature of the document and sets a theme to run throughout the document.  Examples include “Living Our Values” (World Bank Group); “Leading With Integrity” (United Parcel Service); “The Way We Do Business” (PriceWaterhouseCoopers).


II.  Table of Contents

A good code is accessible.  For even a relatively simple code, it is wise to include a detailed outline of the contents and page numbers to aid use.


III.  Introductory Materials


A.  Letter from Owner or Chief

B.  Executive

C.  Statement of Code Purpose

D.  Statement of core beliefs

E.  Statement of guiding principles

F.  Background, explanatory materials

A.  A letter from the owner or chief executive demonstrates top management’s commitment to the ethics and compliance program and develops the theme of the title.

B.  A brief, but clear statement of the purpose of the code—what it is intended to achieve—is important.

C.  A one-page restatement of the core beliefs of the enterprise—core purpose and values, envisioned future—sets the essential foundation.  Use this as another opportunity to reinforce the importance of core beliefs.

D.  If the enterprise has developed a set of guiding principles, these may be included as a separate page for emphasis.

E.  Background or explanatory materials may address a crisis that spurred code development, what responsible business conduct is all about in general, or the process by which the code was developed.  Anything that readers need to know to understand the import of the code itself and its place in the broader ethics and compliance program.


IV. Specific Guidance Provisions organized by relationship or responsibilities to stakeholders


A.  Customers

B.  Shareholders/investors

C.  Suppliers/service providers

D.  Employees

E.  The enterprise itself

F.  Community

G.  Government

H.  Environment


·       There are many ways to arrange specific code provisions, but arranging by relationship with or responsibilities to stakeholders provides a logical way of organizing guidance and reinforces the sense of responsibility to stakeholders.

·       A reason to refer to these provisions as describing the relationship with stakeholders is to avoid any private legal claims of obligation.

·       Specific issues will necessarily touch on human resource issues: fairness in promotion, termination, sexual harassment, and diversity. A temptation is to treat HR issues a separate from ethics issues.  They must be included in the ethics and compliance program for it to be effective, for to the employee, ethics often means fairness.


V.  Description of the Ethics, Compliance, Responsibility Program


A.  Responsible executive

B.  Responsible staff

C.  Communications

D. Monitoring and Auditing

E.  How to seek advice and report misconduct

F.  Investigations

G. Dispute-resolution process

H. Tracking, Measuring and Reporting

I.     Program Evaluation and Modification Process


·       The code should specifically address ethics and compliance training and education.  It should lay the essential foundation for all forms of communication regarding program issues.

·       It should also encourage employees and agents to seek advice and report misconduct.  Since they may turn to the code to make decisions, the code should fully describe the process, including the circumstances under which they can call anonymously or confidentially.

·       Also important is setting broad guidelines for tracking, measuring and reporting enterprise performance, especially reporting to interested stakeholders.


VI.  Supporting/related Policies and Procedures


A.  Business Ethics Officer Duties and Responsibilities

B.  Due Diligence Positions

C.  Monitoring and Auditing policy

D. Investigations policy and Procedures

E.  Confidentiality policy

F.  Nonretaliation policy

G. Confidentiality Agreements

H. Education and Training policies

I.     Problem reporting and nonretaliation policies and procedures

J.   Helpline policy and procedures

K.  Response, Follow-Up, and Resolution policies


·       To be useable, a code of conduct needs to address only those matters of general interest or applicability to its stakeholders.  Matters relating to specific duties or responsibilities, or more detailed policies or procedures, should be established in separate policies.  However, it may be important to note in the code that there are more specific policies and procedures and how to access them.

·       An excellent guide to applicable policy statements, though their emphasis is on healthcare compliance policies in the US, is Richard P. Kusserow and Andrew H. Joseph, Corporate Compliance Policies and Procedures: A Guide to Assessment and Development (Marblehead, MA: Opus Communications, 2000). 


VII. Supporting Resources


A.  Guides to ethical decision making

B.  Contact names and phone numbers

C.  Cases studies

D. Ethics Games

E.  Online resource links

F.  Quick reference guide


·       This portion of the code provides ready access to important supporting resources or quick reference materials.

·       If a code of conduct is very large or complex because of the needs and culture of the enterprise, consider providing an index.