As Meaghan recently acknowledged on The Mentor Blog, we’re at a point in the year when in-house legal teams may be tending to things like committee charters and corporate policies. If you are taking a look at your Code of Ethics, give this Morgan Lewis alert a read. It addresses compliance programs, oversight and governance, codes of ethics, reporting mechanisms, investigations, and code waivers and disclosures. After addressing the applicable regulatory frameworks, on the topic of “one code or many?” it says:

While the SEC allows different codes for different groups (e.g., executives, employees, board members), many compliance professionals recommend maintaining a single, comprehensive code for all personnel. Tailored training can then address the specific responsibilities of high-risk or gatekeeper functions, such as legal, finance, HR, or procurement.

Only one code that satisfies Item 406 of Regulation S-K requirements must be disclosed, and only the portions covering the required officers and topics need to be made publicly available to comply with SEC regulations.

It also has some practical & sometimes overlooked reminders to ensure that your Code of Ethics is both understandable and actively promoted. It suggests:

Publishing codes in multiple languages

Posting in PDF format with table of contents for searchability

Periodically reminding employees where to find the code and how to report issues

Ensuring codes are readable, ideally at an eighth- or ninth-grade level for broader comprehension

Finally, don’t forget that we have a Code of Ethics/Conduct Disclosure Handbook, a “Codes of Ethics” Practice Area and a “Compliance Programs” Practice Area.

– Meredith Ervine