Code of Conduct: Making Values Actionable

The company value was "act with integrity." Everyone liked it. Nobody knew what it meant when a procurement manager received a USD 600 conference ticket from a vendor two weeks before contract renewal. The manager disclosed it only after finance asked why the vendor's renewal price had increased.

Values without conduct rules are wall art. A code of conduct turns values into daily decisions: what we do, what we do not do, where judgment is needed, and how to speak up when something feels wrong.

Start with behaviors, not adjectives

Most values are abstract: integrity, respect, ownership, courage, inclusion, customer obsession. The code should translate each value into observable behavior.

For each value, write:

• What this looks like.
• What this does not look like.
• A gray-area example.
• Where to ask for advice.
• Consequences for serious breaches.

Cover integrity and honesty

Integrity rules should be concrete enough for finance, sales, operations, engineering, HR, and executives.

Include:

• Accurate records and timekeeping.
• Honest expense claims.
• Truthful sales and customer statements.
• No falsifying documents, metrics, or approvals.
• No misuse of company assets.
• No retaliation against people who raise concerns.
• Cooperation with investigations and audits.

Example:

"Do not change a customer renewal date, support ticket severity, time record, sales stage, or performance metric to make results look better. If a metric is wrong, correct it and explain why."

Define respect and inclusion

Respect is not politeness at all costs. It is how people work through disagreement without humiliation, exclusion, or harassment.

Conduct examples:

• Listen without repeated interruption.
• Give feedback about work, not identity.
• Use names and pronouns employees provide.
• Avoid jokes or comments tied to protected characteristics.
• Make meetings accessible across time zones and disability needs where possible.
• Credit work accurately.
• Challenge biased comments in the moment where safe.

Write conflict of interest rules

Conflicts happen when personal interests could influence company decisions. The goal is disclosure and management, not pretending conflicts never exist.

Common conflicts:

• Hiring, managing, or approving pay for relatives or romantic partners.
• Owning a financial interest in a vendor.
• Side work for a competitor or customer.
• Accepting gifts from suppliers.
• Using company information for personal gain.
• Board, advisory, or consulting roles.
• Referring business to a friend without disclosure.

Set gift and hospitality rules

Gift rules need numbers. "Reasonable gifts" means different things to different people.

A starter policy for a 200-person company:

• Gifts under USD 50 equivalent: may be accepted if not cash and not frequent.
• Gifts USD 50 to USD 150: disclose to manager and finance.
• Gifts over USD 150: decline or get written approval.
• Cash or cash equivalents: never accept.
• Travel paid by vendor: legal or executive approval required.
• Government officials: separate anti-bribery review required.

Localize amounts and rules. Some industries, such as healthcare, government contracting, finance, and procurement-heavy manufacturing, need stricter controls.

Include vendors and customers

The code should explain how employees work with outside parties:

• Be truthful in sales and procurement.
• Do not make promises the company cannot keep.
• Protect customer confidential information.
• Do not request personal favors from vendors.
• Do not accept kickbacks or side payments.
• Report suspected bribery, fraud, sanctions, or safety concerns.

If your company operates globally, add anti-bribery and sanctions language with counsel.

Explain what happens when people mess up

A mature code says mistakes should be disclosed early. It also says intentional misconduct has consequences.

Key takeaways

• A code of conduct turns values into observable behaviors.
• Include integrity, respect, inclusion, conflicts, gifts, vendors, confidentiality, and escalation.
• Gift and conflict rules need thresholds and examples.
• Respect should not become a ban on lawful disagreement.
• The code should encourage early disclosure and explain consequences.