Next is the design of your Code of Conduct. Through attention to detail in the design process, you should be able to come out at the end with a Code of Conduct which will help you to more fully operationalize your compliance program.

You must begin with a determination of what you are trying to accomplish. It does not serve you to try and list every compliance risk you might think your company may encounter. You should determine the values you want to communicate, what the expectations are for employees and how to call the hotline. Under such an approach, a Code of Conduct can be the jumping off point for training on the issues stated in it. The Code of Conduct can also form the hub of the wheel for other policies and procedures and written standards you want to communicate to relevant stakeholders.

You should also consider how you are going to distribute your Code to your employees and stakeholders. If it is through an Adobe .pdf document, which is accessible for most stakeholders across an organization or via another method. If a significant part of your workforce does not have access to computers, online production only will not work as the primary distribution platform.


One conundrum is whether and how to incorporate your ethical values into your Code of Conduct. You can integrate values by incorporating them into your discussion of the risk topics in your Code of Conduct. This aids in your roll out as a topic of interest in discussing your new or revised Code of Conduct. Integrity can be discussed in the context of a non-retaliation policy.


Another tool is to benchmark other Codes of Conduct. You should consider other companies in your industry, organizations that operate in the same geographic jurisdictions as your organization does and companies with a similar employee size. Consider what they are doing, determine what appeals to you and think about what might work for your organization.

If you have not updated your Code of Conduct for some time, there will probably be new areas that you need to incorporate into the updated version. Two obvious new areas of risk involve social media and cybersecurity. Such an exercise will help with your goal setting at the beginning of the project and allow you to move directly to the drafting of the text.

Drafting and Redrafting

If you are starting from scratch an outline is a good way to go. If you are working from a current version, you may want to go through a few drafts with redlining the text to eliminate confusing language and unnecessary legalization which is meaningless to anyone other than lawyers. An example here is the move from a US-centric focus on the FCPA due to the proliferation of other countries enacting anti-corruption legislation such as the UK Bribery Act and the Brazil Clean Companies Act, Chinese domestic anti-bribery laws and other standards as well.


Although the Code of Conduct was not specifically mentioned in the Department of Justice’s 2017 Evaluation of Corporate Compliance Programs, the over-riding concept of operationalization applies equally to your Code of Conduct drafting or updating exercise. This means you need to consider how are you going to involve the operational areas of your organization in that process, as there is a clear DOJ expectation around your Code of Conduct.

You should engage a focused group tasked with doing redlines of the text. A key is to involve employees from different parts of your company. It is just important to involve people from outside the compliance and legal functions in the process so that you get that buy-in from a wide variety of the corporate business units. This certainly can aid when the time for rollout comes.

Using your business folks to help develop Q&As, examples or scenarios, can help to address common questions from the field and can also be useful in making your Code of Conduct training more effective. Having somebody in operations suggest to you what would be a good example or Q&A because if there are issues the business unit deals with on a daily basis can be most useful. Further there are many different parts of this process where you can include employees into your Code development. This involvement will not only make your Code of Conduct more robust but it will help to further operationalize it by making it more applicable to the business folks. Indeed, the government will probably ask you who, outside the compliance/legal function, was involved and their contributions. (Insert-Document Document Document here!) Getting different perspectives is important but you need to include non-compliance teams early in the process by helping you from the planning phase through drafting and rewriting up to implementation and rollout.

Three Key Takeaways

  1. Get your business folks involved in your Code of Conduct from the outset.
  2. Your ethical values should be integrated into and integral to your Code of Conduct.
  3. How have you operationalized your Code of Conduct?


This month’s sponsor is the Doing Compliance Master Class. In 2018 I am partnering with Jonathan Marks and Marcum LLC to put on training. Look for dates of one of the top compliance related training going forward.