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Business Codes: A review of the literature

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Cambridge Compliance Handbook 2020

Business Codes: A review of the literature


Muel Kaptein 1

Introduction
There are many and different kinds of codes: codes for how students should behave at school, how
visitors should behave at certain venues, how consumers should handle their products, how
sportspeople should behave when exercising their sport, or for how members of religious
communities should behave during and outside services. Work is also teeming with codes.
Professionals and professional associations, like nurses and physicians, purchasers, politicians,
preachers, stockbrokers, lawyers, marketers, and auditors, have their own codes. The same is true
for various business and industrial sectors—such as banks, pension funds, private equity firms,
textile and apparel companies, and pharmaceutical companies—and for the education sector, like
universities. There are also corporate governance codes, for example, for companies listed at a
stock exchange, which prescribe what such companies and their executive and non-executive
directors should do.
Many business organizations have their own code. In 2014, 76% of the Fortune Global 200
companies have their own code (KPMG & EUR, 2014) compared to only 52.5% 10 years earlier
(Kaptein, 2004). At a national level, 77% of the largest companies in the UK (Dondé, 2016), 96%
in Israel (Schwartz, 2012), and 90% in The Netherlands (VNO-NCW, 2016) have a code. In the
following countries, the percentage of the working population that indicates their organization has
a code are: Australia 73% (Dondé & Somasundaram, 2018), Ireland 74%, England 69%,
Switzerland 61%, Portugal 60%, Spain 59%, Germany 52%, Italy 50%, and France 47% (Dondé,
2018). In the USA, 80% of those who work in an organization with more than 200 people indicate
that their organization has its own code (KPMG, 2013).
The widespread use of business codes raises the questions of what we know about codes
and what they do. This chapter presents an overview of what we currently know about the
definitions, functions, and effectiveness of business codes. We will see from a compliance
management perspective that business codes are an important method of self-regulation, that the
many studies into the effectiveness of codes present a mixed picture, and that there are promising
directions for future research on business codes.

1. Definition of a business code


Much has been written about what a business code is. Apart from “business code”, other related
terms used are business code of ethics, code of ethics, code of conduct, business principles,

1
Muel Kaptein is a professor of business ethics and integrity management at the RSM Erasmus University Rotterdam,
The Netherlands since 2002. He is also equity partner at KPMG where he supports clients in auditing and improving
their ethics and compliance. He cofounded KPMG Integrity in 1996. Muel is author of eight books: Ethics
Management (Springer, 1998), The Balanced Company (Oxford University Press, 2002), The Six Principles for
Managing with Integrity (Articulate Press, 2005), The Living Code (Greenleaf, 2008), Workplace Morality (Emerald,
2013), The Servant of the People (Amazon, 2014), Ethicisms and their Risks (Amazon, 2018), and Maxims (Amazon,
2019). He has published about fifty peer-reviewed articles in journals such as Academy of Management Review,
Deviant Behavior, Human Relations, Journal of Business Ethics, Journal of Management, and Journal of
Organizational Behavior. He has been section editor codes of ethics for the Journal of Business Ethics from 2002 until
2019. For more information visit www.muelkaptein.com.

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corporate credo, corporate philosophy, corporate ethics statement, and code of practice. Kaptein
(2008) gives an overview of how companies refer to their code: code of integrity, declaration,
deontological code, philosophy, policy principles, standards, and values statement. In their
research among Canadian organizations, Bodolica and Spraggon (2015) came across other names:
code of business practice, code of ethical conduct, and ethical behavior policy. Although the terms
may indicate different views on what a code is in the context of business, Kaptein and Schwartz
(2008) consider the term business code as a concept that covers all types of codes at the corporate
level.
A widely used definition of a business code (BC) comes from Kaptein and Schwartz (2008:
113): “A distinct and formal document containing a set of prescriptions developed by and for a
company to guide present and future behavior on multiple issues of its managers and employees
toward one another, the company, external stakeholders and/or society in general.” This definition
is based on an analysis of existing definitions and it shows that (the concept of) a BC has at least
four distinctive elements.
First, a BC is developed for and by a company. That a BC is developed for a company implies
that the BC applies to those who represent the company and thus, to all its managers and
employees. A BC is therefore not meant only for a selection of those who work at a company (such
as a specific department or function). That a BC is developed by a company means that a code is
a method of self-regulation (Weller, 1988) and is soft law (Sobczak, 2006). Therefore, a BC is a
specific and unique document that belongs and applies to one company and not to all companies
within an industry or region. That BCs are a method of self-regulation does not necessarily imply
that they are voluntary; companies may also be required by law or its stakeholders to develop one
(cf. Sobczak, 2006).
A second element of a BC is a formal document. While codes in general can be informal and
implicit (Weaver, 1993), a BC in particular is formal in the sense that for it to apply to all managers
and employees, it should have the approval of the company’s board, the highest corporate decision-
making authority. If a BC could also be informal, then this would “both broaden and dilute the
concept to such an extent that it would become synonymous with the ethical culture and climate
of the organization” (Kaptein & Schwartz, 2008: 113).
A third element of a BC is its prescriptive character. A BC aims to guide the behavior of
those who represent the company. This means that a BC does not necessarily describe current
behavior but rather desirable behavior. In general, two important sources of behavioral
prescriptions are laws and regulations and morality and ethics. There are two reasons why Kaptein
and Schwartz (2008) do not include the adjective “ethics” in their definition of BC even though
many scholars do. On the one hand, they consider a business code as already reflecting, in itself,
what ethics entails: fundamental interests. On the other hand, this avoids the impossible task of
judging whether codes are ethical, i.e., whether a company is intrinsically driven to do the good
thing by means of their code.
A fourth element of a BC is that it prescribes behavior on many issues. The adjective
“business” implies that a BC prescribes on numerous behavioral issues because a company can
only have one BC; a BC is the code of a company, so it should address all topics that (the board
of) a company deems relevant. Hence, a code regarding one topic or issue, such as the use of the
company’s Internet facilities, cannot be regarded as a BC; rather it is a sub-code or what Gaumnitz
and Lere (2004) call a vertical code. At the same time, together with a BC, companies can also
have sub-codes that describe in more detail what is expected of managers and employees regarding
a particular issue (cf. Preuss, 2010; Weber & Wasieleski, 2013).

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Differences in business codes


Because BCs are developed by and for a company, their contents can differ from one company to
another. A BC addresses the topics that a company considers relevant, and it is a description in the
company’s own words of how its managers and employees should deal with these topics. Babri
and colleagues (2019) give a good overview of the many studies on the content of BCs. There are
two important dimensions of such studies, which are also related to the third and fourth elements
of the above-given definition of a BC: the level of prescription and the type of topics. The level of
prescription can range from general to specific. Kaptein (2008) proposes a four-layered pyramid
of the possible behavioral prescriptions of a BC. The layers are, from the top (being generic and
brief): (1) mission, purpose and vision, (2) core values, (3) responsibilities, principles and
guidelines; and at the bottom (being specific and extensive): (4) norms, standards, and rules. Codes
that cover only one layer can be called mission statement, values statement, business principles or
stakeholder statute, and code of conduct, respectively. Next to how generic or specific a code is, a
code can be classified according to how narrow or broad it is. BCs can range from addressing a
few issues to more than a hundred issues (Webley & Dondé, 2016). As a result, the length of BCs
can range from a single page up to eighty pages (Kaptein, 2008).
Studies on the content of BCs show that there are indeed a big variety of BCs. For example,
research on the Fortune Global 200 companies shows that 20% of the BCs describe the
organization’s mission and/or vision, 43% describe the organization’s core values (with integrity
being the most cited value in 50% of the BCs), and 95% describe the responsibilities of the
company towards its employees. However, the responsibilities towards customers and
shareholders are only described in 52% and 30% of the BCs, respectively. More than 80% of the
BCs contain standards and rules regarding confidential or secret information, corruption and
bribery, accuracy of reporting, protecting the organization’s assets, accepting gifts, and performing
side-line activities, while only 31% include standards regarding contact with the media, and 11%
address the use of company time (KPMG & EUR, 2014).
2. Functions of business codes
Ruiz and colleagues (2015) suggest that a BC is the most common and concrete organizational
instrument for promoting ethical decision-making. It is also the most frequently cited instrument
for managing the ethics and compliance of business organizations (Kaptein & Schwartz, 2008).
Codes are seen as cornerstones (Kaptein, 2011) and not having a BC is viewed as dangerous
(Cohen, 2013). What then are the functions of a BC that make it so important?
The functions of BCs also differ, just like their contents. Frankel (1989), Wotruba and
colleagues (2001), and Kaptein (2008) present an overview of the functions that a BC may have.
From a compliance management perspective, the following important functions of a BC can be
identified and categorized into internal and external functions.
Many internal functions are attributed to a BC when it concerns managers and employees.
A BC may have a signaling function because it demonstrates that the company is concerned about
ethics and compliance (Wotruba, Chonko, & Loe, 2001). A BC may have a clarifying function
because it makes explicit what legal and moral behavior is expected of managers and employees
(Kaptein, 2008). A BC may also have a guiding function because it gives direction to managers
and employees, transmits what is expected of them, and enables their behavior (Frankel, 1989;
Wotruba et al., 2001). A BC may also have a motivating, supporting, or stimulating function
because it conveys the importance of ethics and appeals to the responsibility of managers and

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employees to act in an ethical and compliant way. A BC has a significantly intrinsic value (Somers,
2001; Stevens, 2004), and it sets the tone (Stohs & Brannick, 1999). A BC has also been ascribed
a correcting function because it provides a ground for calling managers and employees into
account and for sanctioning them when they misbehave (Kaptein, 2008). As Frankel (1989)
suggests, a BC functions as a deterrent to unethical behavior. A BC can also have an aligning
function, in the sense of that it aims to ensure the compliance of all managers and employees to
the same set of behavioral expectations (Ferrell, Fraedrich, & Ferrell, 2017).
Different external functions that partly overlap with the internal functions have also been
attributed to BCs. A BC is said to have a distinguishing function in the sense that it makes known
what the company stands for, its identity, and as such, it makes the company discernable to other
organizations. A frequently mentioned function of a BC is its legitimating function: it motivates,
explains, and demonstrates to external stakeholders the company’s practices (Wotruba et al., 2001)
and its ethical, social, and legal awareness (cf. Erwin, 2011). A BC also works the other way
around: a company can publicly distance itself from managers and employees who violate its BC
(Kaptein, 2008). Another function mentioned in the literature is a committing function: a BC is a
tangible endorsement of the legal and moral norms the company wants to comply with (Erwin,
2011; Singh, 2011). A BC can also have a correcting function not just for internal stakeholders but
also for external stakeholders by giving them the ground to evaluate the company and call it to
account (Frankel, 1989).
Due to these functions, many positive objectives and effects are ascribed to companies that
have a BC. Based on the assumption or belief that a code leads to more ethical and legal behavior
of managers and employees (Wotruba et al., 2001; Erwin, 2011), a BC can enhance stakeholder’s
trust in a company and preserve the company’s reputation (Frankel, 1989; Singh, 2011; Winkler,
2011), strengthen employees' identity (Frostenson, Helin, & Sandström, 2012), encourage the
authorities to relax onerous regulations and controls (Clark, 1980), decrease the amount of legal
fines in case of transgressions (Pitt & Groskaufmanis, 1990), and retain the corporate license to
operate (Preuss, 2010). It seems that many, if not all, objectives of a company are also seen as
objectives of BCs.
Despite the many functions attributed to it, BCs are not exempt from criticisms. For
example, BCs are seen to undermine the responsibilities of employees and to be accusatory,
threatening, and demeaning (see Raiborn and Payne’s (1990) overview). There is also the question
of whether a BC can influence behavior at all because the employees who most need a BC will not
adhere to it anyway, and the good employees do not need a BC in the first place because they
already know what they ought to do (Ladd, 1985). Others suggest that a BC makes stakeholders
more suspicious, cynical, and distrustful (Dobel, 1993). For Kaptein and Wempe (1998: 853), a
code by itself is nothing; that a code is not about the text but all about codifying, i.e., the process
of coming up with a code and implementing it. As they put it, “A code is nothing, coding is
everything.” This expression relates to Petersen and Krings’ (2009: 513) claim that BCs are
“toothless tigers” unless they are implemented well and to Wood and Rimmer’s (2003: 192) view
that a code is not “self-sufficient” or a “stand-alone document”. Mercier and Deslandes (2017)
also argue that there are no codes, only interpretations; that codes receive meaning when
interpreted and appropriated with practical wisdom by managers and employees.

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3. The effectiveness of business codes of ethics

Given the many functions of a BC and its potential but disputed effectiveness, the question is
whether BCs are indeed effective. There are several studies on this question. Using a questionnaire
with 189 sales professionals working at smaller organizations in the US, Valentine and colleagues
(2019) find that the presence of a BC was associated with a more internal locus of control and
stronger ethical judgment about workplace incivility. Tjosvold and colleagues (2009) interviewed
101 Chinese employees and asked them to describe a specific occasion when their ethical values
were at issue. They found that BCs facilitated the open-minded discussion of opposing views.
Stöber and colleagues (2018) asked 143 students and academic staff of a German university to put
themselves in the role of an employee of a fictitious company. The results of their survey
experiment indicate that the positive tone in which the code is written increases code familiarity
and that a code signed by top managers sends a strong signal of their commitment to the code.
There are also a few metastudies on the effectiveness of BCs. Kaptein and Schwartz (2008)
show that 35% of the 79 empirical studies published until 2006 found BCs to be effective, 16%
found BCs to be slightly effective, 33% found no effectiveness, and 14% yielded mixed results.
One study even found that BCs could be counterproductive. Babri and colleagues (2019) present
a detailed overview of 100 empirical studies on BCs published from mid-2005 until mid-2016.
They find that 50% of the publications can be classified as content-oriented studies, 15% as
transformation studies (how BCs come into practice), and 35% as output studies (what effects BCs
have). They also find BCs lead to both positive and negative outcomes.
Kaptein and Schwartz (2008) and Babri and colleagues (2019) offer explanations for the
mix findings regarding the effectiveness of BCs. They claim that the wide variety of definitions,
empirical basis, and research methods lead to a large variation in empirical findings. The findings
depend on how the concept of BC is defined. For example, when a BC is defined as a description
of core values, researchers tend to look for other results than when a BC is defined as a set of
specific rules. It also makes a difference for the findings how a BC’s effectiveness is defined:
whether the objective of a BC is defined as making employees more familiar with the law or to
improve the corporate reputation. As Kaptein and Schwartz argue, the more difficult it is to realize
the objectives of a BC, the greater the likelihood that it will be ineffective. Existing studies on the
effectiveness of BCs also differ widely in their empirical basis: e.g., the type of response groups
(students, managers, employees, organizations, and external stakeholders from different sectors
and countries); sample size (ranging from one company to more than a thousand companies, and
from less than twenty questionnaires to more than ten thousand questionnaires); and the response
rate (from less than 10% to more than 50%). Much of the variance in the findings could also be
explained by the use of different research methods: e.g., desk research, laboratory experiments,
vignettes (usually respondents are requested to select their preferred response to a set of
hypothetical ethical dilemmas), perceptions about practice (often employees are asked about their
perceptions of their organization), and objective data on practice (such as the frequency of civil
actions and the price of shares). Only 4 of the 79 studies that Kaptein and Schwartz reviewed used
multiple methods. Kaptein and Schwartz also point out that there is a difference between
examining whether BCs are actually effective and whether they are potentially effective. In the
latter case, finding even one example where a BC is effective is sufficient whereas in the former

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case, it is much more complicated to find out because it needs to be proven effective every time
for the population being studied.
The complexity involved in examining the effectiveness of BCs can also explain the mix
findings about it. There are many explanatory, moderating, and mediating factors involved. Weller
(1988) proposes 25 hypotheses on BC effectiveness. Kaptein and Schwartz (2008) propose an
integrated research model with different levels of codes and different types of effects, antecedents,
and relevant contextual characteristics. Because there are different types of BCs and their contents
widely differ in practice make the examination of the effectiveness of BCs complex. Furthermore,
BCs can even have only indirect effects. This is what Frostenson and colleagues (2012: 271) found
when they examined organizations whose BCs did not directly influence their employees’ behavior
but were instead “embedded in a wider normative self-understanding where the employees
consider the organization to be fair and morally respectable.” Furthermore, it is also difficult to
prove causality, as Kaptein and Schwartz (2008) note. BCs may be adopted and implemented in
circumstances where companies are confronted with unethical behavior, thereby reversing the
causal relationship. It is also likely that having a BC leads to higher expectations by stakeholders
and makes the company an easier target of criticisms. There are also time effects. BCs may be
effective only during the introduction phase or only after a long time. Kaptein (2008) distinguishes
different kinds of paths of BC effectiveness: the code as a rocket (only effective shortly after its
introduction), as a boomerang (only effective shortly after the introduction and then becoming
counterproductive), as a comet (becoming increasingly effective after its introduction and then
staying effective), or as stairs (gradually and step-wise becoming more effective). So, assessing
the effectiveness of BCs only shortly after its introduction does not say anything about its long-
term effectiveness.

4. Future research directions

Despite the many studies that have been conducted on the effectiveness of BCs, there is still much
to be studied about the matter. Given the complexity of studying BCs, there is yet no conclusive
evidence whether and to what extent BCs can be effective at all, whether and to what extent BCs
are effective in practice, and if BCs can be effective, what are the (combination of) factors of this
effectiveness. Many studies on the effectiveness of BCs have suggestions for future research (e.g.,
Babri, Davidson, & Helin, 2019; Kaptein & Schwartz, 2008; Kaptein, 2011; Singh, 2011;
Valentine, Hanson, & Fleischman, 2019). Below are four future research directions that have not
or been hardly mentioned.
Research into the development process of BCs is a promising research direction. As
mentioned above, scholars have emphasized that the process of how a code is developed is
important or is even a prerequisite for understanding its effectiveness. In this regard, Hill and Rapp
(2014) advocate that the cooperation of employees at all levels is necessary for the development
of an effective BC. Murphy (1988) also suggests that BCs should be revised periodically, and
Weller (1988) thinks there is a relationship between the frequency of revisions and the
effectiveness of BCs. To date, we know relatively little about how companies develop and update
their BCs. Some exceptions are case descriptions by Kaptein and Wempe (1998) of how an airport
developed its BC and by Messikomer and Cirka (2010) of how a national association of move
managers developed their BC, and a survey research by Weber and Wasieleski (2013) on who is
involved in the drafting or redrafting of BCs in large US companies. Hence, future research can

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look into identifying the types, factors, determinants, and issues involved in the development
processes of BCs, and the current effectiveness of these processes.
The normative content of BCs is another promising research direction. There have been
numerous studies on the content of BCs, and many frameworks have been developed for assessing
the quality of BCs. Examples of the latter are Cressey and Moore (1983), Gaumnitz and Lere
(2002), Kolk and Tulder (2002), Schwartz (2007), Donker and colleagues (2008), and Singh and
colleagues (2011). Garegnani and colleagues (2015) developed an extensive framework that
resulted in a scoring model for the quality of a code. The model contains six categories and a total
of forty individual quality indicators that include, among other things, “introductory letter from
top management”, “presence of examples and FAQs”, “existence of a reporting policy” and
“compliance procedures”. However, these frameworks hardly address the ethical content of BCs.
Many frameworks are based on counting the issues and elements contained in a BC. Only a few
studies analyze BCs in a substantial manner, for instance in terms of the language (Stöber, Kotzian,
& Weißenberger, 2019) and ethical theory used (Hoover & Pepper, 2015; De Waegeneer, Van De
Sompele, & Willem, 2016). Because a BC is a rich manifestation of the desired ethics of a
company, there are many things that call for examination, for example, the extent to which a
company ascribes to itself a moral responsibility for every issue; the intensity, depth, and
comprehensiveness of a company’s description of its responsibilities; the foundations and
motivations for these responsibilities; and the progressiveness of a BC (whether it incorporates
new ethical norms or what is called “leadership in ethics” or “moral entrepreneurship” (Kaptein,
2019)). A framework that addresses these elements can be used to better understand the articulated
ethics of companies and how these ethics differ among each other and develop over time. Some
interesting studies have already been done in this area. For example, Singh and colleagues (2011)
examined the development of the content of BCs in Australia, Canada, and Sweden, and Bodolica
and Spraggon (2015) classified the content of Canadian BCs into compliers, updators, and
promotors.
Another interesting research direction is the development and application of a framework
for assessing the quality of the implementation of BCs. As stated above, good implementation is
essential for creating an effective BC. Some scholars propose and use a list of elements of a good
implementation, for instance, Weller (1988), Scholtens and Dam (2007), Svensson and colleagues
(2010), and Singh (2011). Singh (2011) uses eighteen variables for assessing the effectiveness of
a BC, including variables that assess its implementation: whether the BC is communicated to all
employees, whether ethics training is offered to all staff, and whether the company has an ethics
ombudsman. Other proposed factors for assessing implementation are the other elements of ethics
programs, such as ethics audits, ethics committees, ethics reporting line, incentive policies, and
pre-employment screening. Together with these hard controls, soft controls are also essential in
creating an effective BC. For example, Petersen and Krings (2009) and Kaptein (2011) find that
the support of management is a necessary condition. Other examples of elements of corporate soft
controls or culture are openness to discuss dilemmas, transparency of behavior, and room to speak
up about unethical behavior (Kaptein, 2017). A good framework for assessing the quality of the
implementation of a BC should therefore include both these hard and soft controls. Having such a
framework will open avenues for assessing how well a BC is implemented and embedded, what
types of implementation are possible, what factors (such as the type of BC) determine the right
mix of hard and soft controls, and to what extent the implementation of BCs should change over
time.

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A final direction for future research is the development and use of theories in studying BCs.
Some of the theories that have been applied for understanding and assessing BCs are institutional
theory (Weaver, 1995), new institutional theory (Egels-Zandén, 2014), information economics
(Lere & Gaumnitz, 2003), ethical normative theories (Hoover & Pepper, 2015), and critical
discourse theory (Winkler, 2011). However, “the majority of papers are still either not explicitly
grounded in theory or completely atheoretical” (Babri et al., 2019: 34). Kaptein (2011) also points
out the necessity of developing strong and coherent theories to better explain and predict the
effectiveness of BCs. One way forward is to develop a coding theory. As far as I am aware, there
is no such theory yet in the field of BC. Such a theory would start from the idea of what a code is
and then work out how the processes of coding, decoding, and recoding work. Such a theory would
not apply theories from other fields but would develop a theory from within, making the theory
stronger and robust.
In the same way that the creation of an effective BC is never-ending (Kaptein & Wempe,
1998), doing research on BCs is also never-ending. This is not only because BC is a complex
research subject and a dynamic field, but also because it is and remains an important field for
managing and supervising the ethics and compliance of companies. I hope that this chapter has
provided some inspiration and ideas for this subject.

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