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A company’s code of conduct sends a strong message to employees and federal investigators, alike—whether it’s clear and instructive, full of ambiguities, or altogether void of certain policies. And when in-house counsel, typically tasked with compliance matters, have to write and update those polices, they often want to know: What’s everyone else doing? So a team of three attorneys at Haynes and Boone spent hundreds of hours combing through the publicly available codes of conduct at Fortune 500 companies and compiling the results in a dataset. Along the way, attorney Ryan McConnell has written about some of their findings as a guest columnist for CorpCounsel, and now the bulk of that information is being released to the public—for free. The Code of Conduct Dataset was recently launched online at the Ethisphere Institute, a think-tank that focuses on best practices in business ethics and corporate social responsibility. It allows users to search for codes of conduct by industry according to 42 different criteria, such as intellectual property, antitrust, and conflicts of interest. Search requests turn up results of one to three companies per search. According to Ethisphere, the launch week drew more than 350 registrants from industries ranging from aerospace and defense to insurance, consulting, energy, retail, and telecommunications. Companies should be reviewing their policies once a year, says McConnell, who worked with Katharine Southard and Charlotte Simon on creating the database. He also notes that while the absence of a code of conduct document online doesn’t necessarily mean the company doesn’t have one, it is a strong indicator of what matters to the company. “You do assume that if companies have a code of conduct, they put their most important policies in there,” says McConnell, a former federal prosecutor. “So if a company is focusing on the Foreign Corrupt Practices Act, but not the health and safety of their employees, I think that says something.” Last month, McConnell wrote about health, safety, and environmental protection policy (HSE) for CorpCounsel.com, finding that within the Fortune 500, “22 percent of these companies fail to address this core risk to their business. These companies range in business sector from petroleum refining to transportation—industries fraught with HSE risk.” McConnell also observed that most codes of conduct don’t address immigration. Another missing component, he says, is that a lot of companies don’t have export control policies—and for the Justice Department, export controls are a national security priority. In fact, codes of conduct are very much on the radar for Justice Department attorneys, McConnell says. Of the nine corporate charging factors mentioned in the U.S. Attorney’s manual, three of them mention compliance. So one of the first things that federal agents do in a corporate investigation is look at a company’s website and review the code of conduct, McConnell says. Depending on what they find, government investigators may decide that levying a significant fine or pressing criminal charges is warranted. McConnell also points out that under the U.K. Bribery Act, which prohibits the bribing of foreign government officials by any company that does business in the U.K., adequate procedures and compliance policies can help provide a defense against many bribery violations. And it’s not just about public appearances and legal protections: How companies present information to employees is just as, if not more, important, says McConnell. While his team found that some companies have very robust codes of conduct, others “pose more questions than answers,” he says. “They really didn’t provide employees with really clear guidance on what they should be doing.” To register for Ethisphere’s free Code of Conduct dataset, visit ethisphere.com/code-dataset.

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