20 questions directors should ask about codes of conduct

Also available in French under title: 20 questions que les administrateurs devraient poser sur les codes d'éthique

Table of contents :

Introduction: Why directors should ask questions about codes of conduct
SECTION A— Code context, development and revision

• 1. What are the objectives of a Code of Conduct? 
• 2. What is the Code’s relationship to the organization’s mission, vision, values and culture?
• 3. Who are the champions of the Code?
• 4. Who develops, administers and maintains the Code?
• 5. What is the process for developing the Code?
• 6. What is the process for the periodic review and revision of the Code?
• 7. Is the Code at the right level for the organization?
• 8. Is the content and tone of the Code appropriate for the organization? 
• 9. How has the organization determined its actual ethical risks?
• 10. How does the Code apply to foreign operations?

SECTION B— Code implementation and execution

• 11. What information should the board receive?
• 12. How is the Code communicated and how are people educated in it?
• 13. How is criticism of the Code handled?
• 14. How is compliance with the Code measured and monitored?
• 15. What measures does management take to reaffirm commitment to the Code?
• 16. What procedures are in place regarding advice, issue resolution, or waivers of the Code’s application?
• 17. How does the Code relate to the rewards system and how are violations handled?
• 18. How does the Code deal with whistle blowing?
• 19. What additional steps can directors take to satisfy themselves as to the implementation of the Code?
• 20. How does an organization’s Code contribute to its long-term sustainability?

APPENDIX 1: Regulations relating to codes of conduct for Canadian public companies
APPENDIX 2: Topics that may be included in codes of conduct