Code of Ethics or Code of Conduct

Definitions, Best Practices and Tips for Writing Your Own

Some organizations have a “code of ethics”; others, a “code of conduct” or a “code of practice.” Still others refer to this important document as a “code of business ethics,” a “code of ethics and professional conduct” or simply an “ethics policy.”

What should you call it in your organization? How do you go about writing a good code of ethics?

Below are some basic explanations and tips to help you.


According to the Ethics & Compliance Initiative (ECI), a code of ethics is a document that lays out an organization’s values, ideals and standards and serves as a guide to honest, ethical behaviour for organization members.

ECI defines a code of conduct as a list of rules for behaviour that members of the organization must follow to avoid disciplinary action. However, they note that, in practice, the terms “code of conduct” and “code of ethics” are often used interchangeably.

A code of practice is defined in the Dictionary of Civil Society, Philanthropy and the Third Sector as an agreement on expected conduct within an organization, professional association or other group. The Dictionary notes that “code of practice” and “code of ethics” are often used as synonyms.

While these definitions can certainly be helpful, ultimately what matters is that the organization decide to formalize its principles and values and to encourage its staff, suppliers, partners and other third parties to adhere to these values in all of their activities.

Whether your ethics and compliance document is entitled “Code of Ethics,” “Code of Conduct,” “Ethics Policy,” or something else altogether, what is important is that it lay the foundations for an ethical workplace culture within your organization (what is often referred to as “setting the tone at the top”).

Best Pratices

There are as many “formulas” for ethics as there are organizations. Each government agency and public- or private-sector organization will take a different approach to the issues around ethics and compliance, considering factors such as organizational culture, principles and values, internal structure, global reach (if applicable) and partners, as well as applicable laws and regulations in countries where it operates.

A code of ethics should, at a minimum, include the following:

  1. The organization’s mission
  2. A statement of shared values for organization members
  3. A set of rules for conduct in light of the mission and shared values
  4. The mechanisms for ensuring compliance with the mission, values and rules provided in the code of ethics

We surveyed codes of ethics and conduct from a variety of government, public and private sector organizations in Quebec and across Canada, and below is a list of the sections we found (though neither exhaustive nor exclusive). You can use it as inspiration when you are writing or revising your organization’s own code of ethics or conduct.

Code of Ethics Code of Conduct
Policy or values statement Purpose
Governance (employee responsibilities, role of management, role of the chief ethics and compliance officer, etc.) Duties and obligations
Prohibited and unacceptable conduct

  • Criminal acts: corruption, fraud, money laundering, insider trading, etc.
  • Conflicts of interest
  • Anti-competitive practices
  • Incompatible business interests
Prohibited and unacceptable conduct

  • Harassment, discrimination, etc.
  • Improper use of resources
Policy on gifts, entertainment, donations, services and benefits Protection of assets
Governments and lobbying Confidentiality of information
Fostering a healthy work environment Dress code
Respect for human rights Sick leave procedures
Compliance with environmental standards Workplace health and safety
Compliance with accounting standards Appropriate use and protection of business opportunities (e.g., intellectual property)
Stakeholder and third-party undertaking Social media
Disclosure of non-compliance (e.g., ethics hotline) Public communications
Investigation process (including a statement on non-retaliation) Cybersecurity
Sections found in both
Definitions Scope of application
Compliance with laws and regulations Accountability and compliance
Methods of communication Disciplinary measures and application mechanisms
Appendices (where applicable)
Code of ethics declaration of compliance form
Conflict of interest declaration form (or declaration of no conflict)
Declaration form for gifts, entertainment, donations, services and benefits

Writing advice

Your code of ethics is a living document that will continue to evolve over time and serve a central role in meeting your organization’s changing needs.

Here are five handy tips to bear in mind when writing yours:

  1. Keep it short and to the point. If you think your document will be too long, divide it into several different sections. Make sure you can distil the main principles down to a single page.
  2. Avoid overly long sentences.
  3. Use plain language that everyone will understand and avoid legal jargon. The words you choose should be simple but effective.
  4. Be clear and specific in your wording. Avoid broad statements and generalizations that don’t directly engage the reader (e.g., declarations of intent, flowery language, lofty sentiments).
  5. Present information in an uncluttered, easy-to-read way (e.g., table of contents, suitable titles and fonts).


A code of ethics — by whatever name — cannot cover every possible situation that might raise ethical questions or choices. Rather, a code provides employees, managers and board members with a standard by which to assess such situations.

When writing your code, be sure it conveys the organization’s expectations, the mechanisms for implementing ethics and compliance, and the individuals responsible for ensuring staff and managers observe the stated principles and values.

Published by the Ethics and Compliance Community of HEC Montréal
November 2021

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