I am dedicating this week to an exploration of the Code of Conduct. I am joined in this journey by Eric Morehead, Principal at Morehead Compliance Consulting. Today I want to consider the evolution of the structure and format of a best practices Code of Conduct, through what Morehead sees in his practice and in the marketplace.


My experience with Codes of Conduct were they were initially written by lawyers, largely for lawyers. This included basically ‘thou shalts’ and ‘thou shalt nots’ liberally sprinkled throughout a lengthy written document. This was what is now referred to as Code 1.0. The compliance community then evolved into Code 2.0, where at least the writing was less turgid and we moved to more employee friendly language and then somewhere along the line we started putting in hyperlinks and pictures. I asked Morehead if that evolution is what he currently sees in the marketplace.

Morehead has observed “a little bit of a divergence” at this point. He agreed the starting point was a written .pdf based document but some companies have moved beyond this up to the brink of having a fully interactive online Code of Conduct. He noted that whether your organization has a .pdf or interactive Code of Conduct, at the end of the day it comes down to whether there is “commitment to keep with it and update it on a regular basis or it’s going to be ultimately disappointing to you in the long run.”

Morehead said there are two factors which a company should consider on the structure of Code of Conduct. The first is to consider how your organization generally communicates, overlaid with the most effective manner in which to communicate with the various stakeholders who will read and use the Code of Conduct. These stakeholders can include such diverse groups as employees, shareholders and third parties on both the sales and supply side of your business. Morehead put it this way, “if you’re going to spend a lot of time and do a web based Code of Conduct does that really suit your stakeholders, your employees and everybody else you want to review and use the it, because if they don’t that’s not really going to work for them and you’re better off with a more traditional, for lack of a better term, document.”

In his second point, he stretches you to really think about the future in asking “are you going to be able to keep it up?” With the rapidly evolving technology, how will your Code of Conduct be viewed and used going forward? A simple example is the switch to mobile devices as a mainstay of corporate communications. Think about how laptops are viewed as the primary vehicle through which most employees and stakeholders interact with training and resources for many organizations. Morehead explained, “we’re going to tablets and mobile. I don’t think it’s really happened to a great extent yet but, it’s hard to know where we’re going to be when that next iteration comes around.”

Morehead believes this has led many companies to review current technology and decide they are not ready to fully commit to a totally interactive Code of Conduct. He further noted many companies “conclude it is still appropriate to do a more traditional document but to make it as interactive as possible. With a current Adobe .pdf platform for instance, you can have a .pdf document because it is the easiest thing to provide to people who are looking at it on a phone on a PC on a tablet or want to print it out and actually hold the pieces of paper as it is the most compatible format out there. Also, you can embed some interactivity into a .pdf document.” With such technology, Morehead said “you can kind of dip your toe in. So, I think we’re kind of, we’re at that edge of being you know completely interactive completely digital but I don’t see everybody buying in yet.”


We next turned to the form of the Code of Conduct. What form should the document take to have the institutional strength to form the backbone of any best practices compliance program? To do so, must it be based in legalese, written by lawyers for lawyers or can it move to being something that, if not actually fun, can be presented so the user’s experience is more enjoyable?

“The key as to whether it’s fun or or not has to do with the personality of your organization.” Morehead related that if your organization is one where communication is more free flowing and there is more free-wheeling internal communications, that should be reflected in your Code of Conduct form. Morehead provide the example where he “was working with a client last year where we all know that you know part and parcel of a code of conduct these days is at least to have a discussion of company values. Well this company one of their five or seven values was actually fun. The term fun and so we had to figure out, if nothing else we had to figure some way to get the term fun into their Code of Conduct. So, I think a lot of this how it plays how it’s meant to play is really the audience expecting.”

“This means if your company is a tech startup in Silicon Valley or in Austin you know, there may more playful attitude and a more playful way to communicate sometimes very serious topics is probably part and parcel about how they typically communicate about those things. Conversely if you work for a hierarchical energy services company, which communicates in a top down strategy, such playfulness is not appropriate. What you should strive for is a consistent communications strategy. If your employees and other stakeholders are accustomed to receiving communications in a certain style and manner it would appropriate to maintain that style in your Code of Conduct.”

Morehead emphasized, “the key thing here is to really take a step back and consider how not just the compliance department and not just the legal department but how does the internal communication at the organization happen and what is, how does HR communicate to people, how does the executive group communicate to people.” Such inquiry would also include how do the operations people and marketing, other corporate disciplines communicate. You should strive for a consistent communication strategy in your Code of Conduct.

Think about the evolution of the Code of Conduct from the type of document that was akin to an annual report to one that now address a corporate culture. A Code of Conduct must speak to the typical important concepts such as values that define the ethical culture or should define the ethical culture of the company. Some Code of Conducts have been as long as 12,000 to 14,000 words but Morehead has seen others “that were very short that, you know some, I’ve worked on a couple codes of conduct that were only four to five thousand words long which is really as you know very short for a code of conduct.” It all means there is no set length and the style of writing can vary. But it must ring true with your employees, stakeholder and shareholders.

Morehead ended by considering the Code of Conduct readable. This is beyond simply eliminating legalese. It is writing English at a grade level that is sufficient for your employee population. It may be that an eighth-grade language level is appropriate for your work force. However, if you have a population consisting primarily of professionals, such as an “engineering company where English is their primary language or you’re translating it into the appropriate languages then maybe you don’t have to be grade level eight.” The same is true around the elimination of duplicate language. Morehead believes that you do not “have to say the same thing five different ways, I think that what you have to do is look at, again look at your population.”

Tomorrow, I will consider designing your Code of Conduct.

For more information on Eric Morehead, Morehead Compliance Consulting or to contact Eric Morehead, go to Morehead Compliance Consulting.


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© Thomas R. Fox, 2017