This is part two of a two-part post written by Joan Dubinsky, Chief Ethics Officer for the International Monetary Fund. The original post can be found on the Corporate Compliance Insights site.

Here is a suggested process you can use to revise your Code of Conduct. Following these steps will result in a Code of Conduct that is better than good, and often quite great. Let’s assume that the decision to revise your current Code is firm. Let’s assume that you have adequate time and resources—or almost adequate time and resources—to complete this project. Finally, let’s assume that your organization is not facing external legal, regulatory, law enforcement, or civil society pressure concerning your ethics program.

There is one key step before you start. You must know where the authority lies to approve the final document. In some organizations, the proverbial buck stops with the chief ethics and compliance officer. In other organizations, the chief executive officer has the final decision-making authority. In some organizations, the board of directors has the final say. There is no right place where these decisions are taken. However, the best way for a revision project to go off target is not knowing whose decisions are final.

Benchmarking and Gap Analysis

Your work begins with a clear-eyed assessment of your current Code and the “gaps” that need to be filled. This first phase allows you to decide what you have, what you don’t have, what you need, and what you might want. By benchmarking, you have the opportunity to compare your current Code to other “model” Codes or the Codes of comparable organizations.

FREE Investigation Report Template

Prepare thorough, consistent investigation reports with our free report template.

Download Template

Through benchmarking, you conduct the foundational research that helps you decide two things: (1) what the revised Code will cover, and (2) how the Code will be used. It takes political savvyness to know against which companies to compare your Code. The right group of comparables will demonstrate your current Code’s strengths and weaknesses.

You will want to select companies that are in your same industry, that operate on a similar local or global platform, that generate about the same amount of revenue, that have a similar employee population size, or that have a similar organizational history. Select two or three of these categories, and then find five to eight companies that fit each one. Benchmarking with 15 to 24 other organizations will provide a wealth of ideas. Your research will also be politically and organizationally valid.

Next, obtain copies of these organizations’ Codes of conduct—however they are named. For publicly traded corporations headquartered in the United States, Codes of conduct are almost always available on the Internet. For others, don’t be shy about asking for a copy of their Code.

Once you know which companies will serve in your comparison group, you must decide what questions to ask. Here are some suggestions:

• Public Availability and Distribution: A Code should be made readily available to all stakeholders. What is the availability and ease of access to the Code?
• Style & Tone: What is the style and tone of the language used in the document? Is it easy to read and reflective of its targeted audience?
• Presentation & Readability: How compelling is the Code to read? This includes the layouts, fonts, pictures, taxonomy, and structure.
• Commitment to Stakeholders: Does the Code identify its stakeholders? What level of compliance commitment is offered to each group?
• Learning Aids/Tips: Does the Code provide any learning aids such as Q & As, checklists, examples, or case studies?
• Ethics Process: Does the Code describe the role and responsibilities of the ethics and compliance office or function? Does it describe how employees can get confidential ethics advice and make reports of suspected unethical or illegal conduct?
• Dispute Resolution: Process Does the Code describe the dispute resolution process, if any? Is there important contact information?
• Enforcement: Does the Code have the force of law or is it more of a guidance document for employees?
• Risk Topics: Does the Code address all of the appropriate and key risk areas for the organization?

Once the external benchmarking is completed, your focus turns inward. Collect your organization’s policies and rules, and review them with a critical eye. Are there any policies that are missing or incomplete? Are there topics about which you need some rules, but have not yet memorialized your informal practices? If this phase feels like you are tidying up loose ends, or doing routine maintenance, be honest and admit that that this is exactly what you are doing.

Effective benchmarking and doing a gap analysis lead to a good understanding of the strengths and weaknesses of your current Code. You will know where the Code lags behind other comparable organizations. You will also know where your organization’s internal rules framework needs some work. Finally, you will have a list of ideas that you want to incorporate into the upcoming revised Code.

Design Conference

As you start the next phase, resist the impulse to just start writing. Instead, take a step back from the project and think about what the final product will look like. This is your chance to imagine that the revision process is complete. What does the final document say? How does it look to your readers?

You may want to convene a design conference. Bring together a number of internal stakeholders who use, interpret, and enforce the Code of Conduct. This is the crucial moment when you reach consensus on the overall tone, voice, structure, and key messages of the Code.

At the design conference you can discuss how to reach the right balance between behavior and values on the one hand, and compliance and rules enforcement on the other. You can consider the degree and extent to which the revised Code will be used to communicate important information about your organization’s ethics process (e.g., making reports, asking questions, getting advice, cooperating and conducting internal investigations, and prohibiting retaliation) as well as substantive guidance about specific types of risk areas.

Drafting

Now, you are ready to write and rewrite. Whether the drafting is assigned to a single writer or a team, this is the point where the writing gets done. At the end of this phase, you should have an approved outline, a table of contents, and a robust working draft of the Code.

What you write and how long it will take depends in large part on the outcome of your benchmarking and gap analysis. Be prepared for a few topics to take much longer than all other topics combined. Inevitably, there are a handful of topics that will require more research and discussion.

There is one secret that you should know. You don’t have to do all of the writing yourself. There is honor in hiring a professional to help you draft and redraft, revise and re-revise your Code.

Review and Approval

You should now have a “pretty good” version of your revised Code of Conduct. The last 5% of the effort may take 50% of the time and resources you have allocated to this project. Getting to “complete and final” will take perseverance, tact, and patience. A few topics that required additional research could re-emerge as contentious. Some new topics may require you to re-think your approach. New laws and regulations could loom on the horizon, sending you back to the library.

You will want to circulate the nearly complete document to a wide group of stakeholders to get their feedback. This group may offer some revisions, mark unclear passages, or identify topics that still need to be addressed. The more times that the revised document is circulated, the longer the process will take. Yet, each iterative review cycle results in some improvement. Eventually, though, you must decide that the drafting is done. Like a poem that is never done—only abandoned—the incremental improvements must stop. You must declare that you now have a final draft. At this point, the text of your Code is ready to be approved by the appropriate authority.

Graphics and Publication

For many, the final phase is the most fun. This is when you decide what the Code will look like on paper and in cyberspace. Most Codes are published both in hard copy and on the web. You will need to think through how to publish your Code in two different media. This includes use of graphics, photos, charts and graphs, logos, color, placement, and other design features to make the document as user-friendly as possible.

At the design conference, you created a set of design specifications about the ultimate “look and feel” of your Code. Using these specifications, engage your creative team and ask them to propose one or more “mock ups” of how the Code could look in final form. The creative team uses your choices as they work their magic. Finally, put your draft text into the mock-up version of the final document.

Now you have a very good idea of what your final product will look like. Step back and admire your hard work. Do the words support the graphics and imagery you have selected? Does the layout tell your story? If so, congratulate yourself and all of those in your organization who helped. You are ready to print and distribute hard copies of your Code, and to post the electronic version on your internal and external web sites.

Conclusion

Revising a Code can be a major project for any organization. The first time is generally the most difficult. Each subsequent revision cycle helps you refine the key ethics messages that resonate with your employees. These lasting thoughts provide continuity from version to version. And it will get easier each time you revise your Code.

© Joan Elise Dubinsky and the Rosentreter Group 2008. All rights reserved.

*** Ms. Dubinsky wishes to acknowledge the assistance of Joseph Kroupa, Ethics Office Associate at the International Monetary Fund, in the preparation of this article.

Joan Dubinsky is the Chief Ethics Officer for the International Monetary Fund. In this role, she has institution-wide accountability for advising, guiding, communicating, and enforcing the Fund’s values and standards. Ms. Dubinsky also leads the Rosentreter Group, a management consulting practice providing expertise in business ethics, organizational development, and corporate compliance. You can reach Ms. Dubinsky at rosentretergroup at yahoo dot com