According to the International Labour Organisation, “corporate codes of conduct do not have any authorized definition.... [T]here is a great variance in the way these statements are drafted.” Indeed, “code of conduct” is not a term of art, but is merely a label affixed to a range of corporate and non-governmental-organization policies.
Most major multinationals, particularly those based in the US, seem to have issued a global conduct code that spells out certain rules applicable to their worldwide operations. These global codes of conduct vary substantially in both purpose and content. Moreover, the focus and content of these codes differs widely. But global codes of conduct do not always do what their issuers intend.
Many corporate policies called “codes of conduct” have little to do with employment relationships: There are professional-association antitrust compliance codes of conduct, environmental-protection codes of conduct, and advisory codes of conduct on topics like intellectual property and computer programming. These codes - while vital - are only loosely connected to global efforts at legal and ethical human resources compliance. Anchoring our code of conduct discussion in the international employment context, there are two very different types of codes to distinguish: External supplier codes chiefly protect employees working for a multinational’s suppliers from so-called “sweatshop” conditions, whereas internal ethics codes chiefly impose compliance rules on a multinational’s own employees across its worldwide workforces. In one sense, these two global codes of conduct are opposites: External supplier codes seek to protect employees who are not on the code issuer’s payroll, while internal ethics codes seek to restrict (impose rules on) a code issuer’s own employees. Some multinational codes of conduct try to combine these two types of document, but effectively combining them is difficult because both the goals and the intended audiences differ. As such, any multinational launching a global “code of conduct” should: (1) first clarify which type of code it needs, then (2) determine what the code of conduct should say, and finally (3) implement the code properly across global operations. As such, part 1 of this article distinguishes the two types of codes of conduct, part 2 is a checklist of topics to address in an internal (“ethics”) code of conduct, and part 3 addresses the steps in properly launching a multinational’s internal code of conduct.
I. Distinguishing the Two Types of Code of Conduct
The two types of employment-related global code of conduct are external supplier (“sweatshop”) code of conduct and internal (“ethics”) code of conduct. We address each in turn.
A. External Supplier (“Sweatshop”) Codes of Conduct
In the US, global employers’ supplier (“sweatshop”) codes of conduct first got traction in the 1990’s when American human rights activists championed them to promote worker rights in the developing world, teaming up with US labor-union activists promoting job security for American workers. These activists continue to urge that multinationals selling third-world-sourced product to rich first-world consumers police the labor conditions of the overseas workers making the product.
Supplier codes of conduct are external in that they seek to protect employees of multinationals’ unaffiliated suppliers. An external code’s text may also reach a multinational’s own employees, but internal compliance is rarely a primary concern. External codes’ terms almost always reach supplier employees worldwide—in developed and developing countries alike - but these codes implicitly focus on supplier employees in the developing world. Labor law violations of course occur everywhere, but domestic “sweatshops” are not seen as a pressing social issue in, say, Canada, Denmark or Japan.
External supplier codes tend to require a multinational’s suppliers to meet the minimum basic labor protections set out in the code. Some codes offer specific lists of core labor protections, while others (increasingly) incorporate by reference International Labour Organisation conventions, model industry code templates, or local employee-protection laws.
Multinationals usually impose these supplier codes as appendices to supply contracts or sourcing agreements with factories around the world. Some (largely unsuccessful) lawsuits filed in US courts have sought to enforce global supplier codes for overseas workers on a third-party-beneficiary theory. Indeed, the lurking legal issue here is privity-of-employment-contract: Multinationals that order product from unaffiliated factories are mere customers. In the normal course of business, a customer has little information or say about a seller’s work conditions. Legally (as opposed to economically), customers tend to be powerless to direct and monitor sellers’ day-to-day human resources. How can a customer get access to a supplier’s premises to monitor, let alone dictate, work conditions? Who monitors work conditions upstream, at materials suppliers that supply the factory?
The issuers of robust supplier codes of conduct tend to be multinationals that source low-cost manufactured tangible products from the developing world: Think of athletic shoe companies like Nike and Adidas, retailers like WalMart and Target, clothes makers like Liz Claiborne and Kathy Lee Gifford, and sports equipment and toy makers like Reebok and Mattel. In addition, some oil companies and some global manufacturing conglomerates (General Electric, for example) also impose tough supplier codes. However, supplier codes remain rare among luxury goods companies that source product from developed countries, and also rare among services firms.
Until now, the supplier code of conduct movement has targeted institutional buyers of tangible products, even though most of the social, compliance, public relations and business-case arguments for a supplier code of conduct apply equally to suppliers of services. The next frontier, perhaps, will be imposing supplier codes on outsourced call centers and other low-wage back-office services operations in the developing world.
B. Internal (“Ethics”) Codes of Conduct
Completely distinct from external supplier codes of conduct, but still within the context of international human resources, are internal (“ethics”) codes of conduct. These are internal human resources policies by which multinationals use human-resources enforcement tools to impose sets of ethics rules and compliance standards on their subsidiaries’ and affiliates’ workforces worldwide—reining in employee misbehavior by sanctioning illegal, unethical and inappropriate acts. The rest of this article focuses on these internal (“ethics”) codes.
Successfully launching an internal code of conduct requires attention to two disparate issues: code content versus code roll-out:
- Code content: Distinguish an internal code of conduct from an employee handbook. Employee handbooks tend to address quotidian aspects of human resources that mostly differ from country to country, and local topics that tend to be best relegated to local employee communications. A well-drafted global code of conduct, on the other hand, focuses on minimum base-line compliance rules that apply across borders. A good internal code also propagates corporate culture and fosters compliance with ethical standards tailored to specific needs of the issuing organization. Multinationals based in the US tend to be particularly concerned that their internal codes address global rules on anti-discrimination/harassment, Sarbanes-Oxley, bribery, and adherence to data privacy, antitrust, and intellectual property standards, and that they meet US federal sentencing guideline standards. Part 2 of this article is a checklist of topics that make up typical internal codes of conduct.
- Code roll-out: Completely separate from code content is the distinct issue of the process for launching an internal code. Because an international internal code of conduct is essentially a set of human resources policies that subject violators to discipline, every code needs to get implemented consistent with local-law restrictions against unilaterally imposing new, restrictive terms/conditions of employment. In rolling out any internal global code, be sure to address five key issues: (1) multiple versions, (2) dual employer, (3) consultation, (4) translation, (5) distribution/acknowledgment. Part 3 of this article addresses these five issues.
II. Checklist of Topics to Address in an Internal (“Ethics”) Code of Conduct
Drafting an internal global code of conduct that imposes ethics rules and compliance standards on employees across a multinational’s worldwide subsidiaries raises the question of which topics to cover—and which to omit. A Google search for “code of conduct” yields dozens of sample codes, and the easy temptation is simply to copy some other multinational’s code. The problem with the model-form approach, of course, is that each multinational’s unique business operations give rise to special needs. A code of conduct should include only those topics which the issuing organization has an actual business case to regulate. The needs of government contractors differ from needs of publicly-traded businesses, which differ from needs of non-profits, which differ from needs of organizations operating in the world’s trouble spots. In addition, many provisions in a well-drafted code of conduct will inevitably reflect the issuer’s specific business sector—an oil company’s code looks quite different from a bank’s.
In short, someone else’s code of conduct might make an interesting example, but a best practice for drafting an internal ethics code is to use a topic-by-topic checklist and craft a bespoke code that meets the issuing organization’s particular business needs, without including anything extraneous. Consider whether to include these topics:
Introduction stating core values: Internal codes of conduct usually open with a statement, often from the chief executive officer, explaining the organization’s core values and the reasons it imposes a global code.
Statement of purpose and compliance philosophy: Any multinational that imposes a global code of conduct will do so largely in an effort to comply with applicable laws. The vast majority of “applicable” laws are local laws imposed by the local host countries in which a multinational operates.
On top of that, a multinational’s headquarters country may impose a handful of legal mandates that extend internationally. Indeed, overseas compliance with the US set of “extraterritorial” laws (FCPA, SOX, securities laws, international trade laws, discrimination laws, etc.) is what drives many US-based multinationals to implement codes of conduct. The code-drafting issue here is that multinationals too often neglect to explain to overseas employees that certain headquarters-country laws really do reach abroad. Without this explanation, a US multinational’s overseas workers may doubt that they really have a legal obligation to follow American laws. But be careful to word any such compliance mandate carefully, to account for doctrines in some Eastern European and other countries that prohibit imposing foreign laws locally.
Discrimination/equal employment opportunity: Some US multinationals may transplant robust American anti-discrimination provisions (often labeled “equal employment opportunity”) from US handbooks straight into a global code of conduct. Prohibiting illegal discrimination across worldwide operations is of course a vital and legally-mandated goal. But US-based multinationals need to deconstruct their US-drafted discrimination rules and rebuild them in a way that accounts for the global context. A key issue here is the code’s listing of protected groups: While US discrimination laws focus on protected groups, some other countries, like Belgium, impose an obligation of total equality, meaning no group can be singled out for affirmative action. Further, certain groups protected in the US are not protected abroad, while many countries outside the US impose their own unique protected categories. A catch-all clause (“... or any other group protected by applicable law“) may be ineffective, given the doctrine of interpretation by which included factors take precedence over omitted ones. One viable but less-than-ideal strategy is not to list protected groups at all, but rather to invoke “applicable law.” A separate issue is accounting for the narrowness of the “extraterritorial effect” issue: US discrimination laws reach abroad, but only to protect a tiny sub-set of most US multinationals’ overseas workforces— foreign-employed US citizens. Too many global discrimination provisions seem to extend US discrimination laws to everyone abroad.
Harassment: Code of conduct harassment provisions lifted from US handbooks fall short in jurisdictions (such as some in Europe) that impose a broad concept of so-called “moral harassment,” “bullying,” “mobbing,” or “psycho-social harassment”—what used to be known stateside as nonactionable “equal-opportunity harassment” and what US states are only now considering regulating as “abusive work environment.” Too many US-drafted international harassment provisions persist in defining “harassment” as unwelcome behavior based on a victim’s membership in a protected class. But that definition is far too narrow for those jurisdictions that legislatively prohibit abusive workplace behavior unlinked to protected-group status: To be effective, of course, a harassment prohibition in a given jurisdiction must be broad enough to include all locally-actionable harassment. A separate problem is that US-drafted harassment provisions tend to impose too-heavy co-worker dating restrictions. In many countries these provisions, even if they merely require reporting a relationship, are offensive and virtually impossible to enforce.
Diversity: US-based multinationals sometimes include a diversity provision in their global codes of conduct, often lifted directly from the organization’s domestic US handbook or diversity communications. But any robust US-style diversity program will need radical reinvention outside the US. Avoid a diversity provision in any globally applicable code of conduct unless the outside-US diversity program, goals, and metrics have been painstakingly tailored for the international environment.
Conflicts of interest: Many global codes contain provisions on employee conflicts of interest, such as prohibitions against contracting with relatives and against employing former government officials. Often these provisions also address moonlighting (employee holding side job or position on board of directors at competitor or supplier). Be careful that any globally-applicable conflicts provision is flexible enough for regions where family relationships play a vital part in everyday business, such as the Arab world and Latin America.
Bribery: Local laws in probably every country prohibit bribing local government officials. In addition, extraterritorial laws in Organisation for Economic Cooperation and Development (OECD) countries prohibit multinationals from bribing or making improper payments to foreign government officials. The US law on this point, the Foreign Corrupt Practices Act, is a particularly-robust and aggressively-enforced statute that reaches accounting notations of certain payments. Multinationals—particularly those that sell to or need licenses from foreign governments—need tough code of conduct anti-bribery provisions. Indeed, the bribery/improper payments code provision will in many cases be among the most vital.
Business gifts to non-government contacts: While US FCPA law prohibits overseas bribery of, and improper payments to, government officials, a growing trend is for employers (and even some countries’ laws) to prohibit “bribes” to non-government actors, such as payments to get business from customers, or gifts from suppliers. Global codes of conduct increasingly address this. Any such provision should be carefully thought-through: A payment to procure business from a private company is in certain respects different from a bribe or improper payment to a government official.
Money laundering/financing terrorism: Employers in the financial-services sector often impose code provisions that address money laundering and so-called “know your customer/client” rules. Codes also address compliance with US executive orders and regulations meant to control financing of terrorism, such as so-called “list-scrubbing” obligations meant to prohibit payments to and from specific suspected terrorists—an issue particularly acute for non-profits.
Embargo/anti-boycott and foreign trade: US trade laws with extraterritorial effect prohibit doing business in certain blacklisted countries, and prohibit complying with the Arab boycott of Israel. US-based multinationals often impose code provisions on compliance with these laws, although some countries (particularly in Eastern Europe) prohibit requiring locals to follow foreign laws. As such, compliance with US trade restrictions raises special issues in certain jurisdictions, which a code of conduct trade provision should address.
Antitrust/competition and non-collusion with competitors/trade practices: Antitrust laws differ from country to country. Global codes of conduct often instruct employees not to engage in basic violations such as collusion and price fixing, and codes often tell employees whom to ask for guidance on these matters.
Insider trading: Publicly-traded multinationals need global code of conduct provisions that ban insider trading in the company’s own stock. Organizations like professional services firms whose employees’ jobs afford them access to insider information about publicly-traded clients need client insider trading restrictions.
Audit/accounting fraud/substantive SOX compliance: Sarbanes-Oxley-regulated multinationals are subject to audit/accounting rules that reach operations worldwide. Codes of conduct often impose SOX accounting and compliance standards worldwide, with an explanation of why compliance is vital. Indeed, as a best practice, even certain non-SOX-regulated multinationals include audit/accounting provisions in their codes.
US federal sentencing guidelines: Violations of some US laws with extraterritorial effect can lead to a US criminal conviction. Multinationals draft global code of conduct provisions cognizant of provisions in US federal sentencing guidelines that offer affirmative credit for certain human resources policies meant to curtail illegal conduct. Of course, codes tend not to discuss sentencing guidelines explicitly; the drafting issue is imposing human resources rules and non-compliance sanctions robust enough to earn sentencing credit.
Data privacy/processing: Data “protection” laws in the European Union, Argentina, Australia, Canada, Hong Kong, Japan, and elsewhere impose tough mandates on multinationals that run global human resources information systems. Multinationals’ compliance initiatives should impose tight rules on employees who “process” personal data. Codes of conduct often set out these rules.
Monitoring communications and reserving right to search: A best practice for a handbook issued domestically within the United States is to clarify that employees should not have expectations of privacy in employer-provided communications systems, by expressly reserving the employer’s right to monitor employee e-mails, telephone calls, and the like—and sometimes also reserving a right to search offices, desks, lockers, even lunch boxes. American employers drafting global codes of conduct often try to extend an American-style right-to-monitor/search provision globally. The problem is that data privacy laws outside the US differ radically; the American approach of using an employee communication to defeat an ”expectation of privacy” simply is not enough in many countries. But there is no “magic bullet” here. Global employee monitoring provisions need careful structuring to account for the employer’s specific needs and the specific jurisdictions in play. And regardless of what monitoring rights a global code of conduct purports to reserve, in many jurisdictions employers will need legal advice before invoking any such purportedly/reserved right.
Environmental protection: Some global codes of conduct contain provisions requiring employees to comply with local environmental laws, and some codes require complying with the more protective of local law/US law, or global standards.
Intellectual property: Some global codes contain intellectual property provisions instructing employees to respect others’ copyrights, such as in photocopying or e-mailing copyrighted materials or copying software.
Restrictive covenants and trade secrets: Global codes of conduct often purport to impose on worldwide workforces restrictive-covenant-like prohibitions—confidentiality, post-termination non-compete and non-solicitation of employees/customers restrictions. But a code of conduct is an impotent medium to impose these. Restrictive-covenant-type rules often need to appear in an employee’s signed contract, and enforceability rules differ widely by country, with some countries requiring extra consideration, making a global approach totally infeasible. As such, restrictive covenant topics are best left out of a code of conduct (other than perhaps a short statement of the employer’s commitment to enforce any employee-signed covenants). This said, though, a confidentiality provision can be appropriate, as can a general statement on the importance of complying with applicable trade secrets laws.
Safety in the workplace and pandemic response: Most every country has workplace safety laws broadly analogous to US OSHA. While no code of conduct can replicate all applicable safety rules, many codes contain provisions requiring compliance with applicable safety rules and imposing accident reporting procedures. Some multinationals impose more complex global safety frameworks that include, for example, pandemic response protocols. These require special attention to additional issues.
Drug-free workplace/substance abuse: US employers seem inclined to take a “zero-tolerance” approach to illegal drugs and alcohol in the workplace, even refusing to hire, employees whose positive drug-test results offer no evidence of work-time impairment, or firing good performers whose test results demonstrate use of illegal drugs. Outside the US, however, workplace drug testing can as a practical matter be virtually impossible. Further, some drugs illegal in the US are legal elsewhere, and as such are inappropriate to prohibit using off-hours. Even zero-tolerance workplace alcohol policies can seem impractical and puritanical in countries where company cafeterias and vending machines serve beer and wine and where alcohol is ubiquitous at business lunches. Rethink any US-drafted drug/ alcohol policy for the global context. Run a draft of any proposed global drug/alcohol provision by local human resources overseas, to check whether the mandate is realistic.
Media contact: Multinationals are constantly the subject of business press media stories. Some global codes of conduct contain provisions instructing affiliates’ employees worldwide on press relations and fielding media inquiries.
Compliance with company rules and cooperation in investigation: A code of conduct might have a provision requiring employees to follow company rules set out elsewhere, such as in local human resources policies and handbooks, or such as reimbursement procedures, clocking-in rules, safety protocols, and the like. Some codes also affirmatively require employees to cooperate in employer internal investigations. While these cooperation clauses may seem unobjectionable as written, in many countries they may be unenforceable (in that local laws may not support discipline imposed for non-cooperation), even where the code of conduct expressly required cooperation).
Sanctions clauses: US-drafted codes often contain clauses exposing employees who violate any provision in a code to discipline, up to discharge. Outside the US, however, saying conduct is subject to a sanction does not necessarily make it so: Local laws on good-cause discipline may prohibit employer sanctions even for some violations of rules set out in a code. Also, outside the US, mandated disciplinary procedures often apply. Draft any sanctions clause cognizant of the limits on disciplinary restrictions outside of the US employment-at-will environment.
Complaints system/whistleblowing hotlines: Sarbanes-Oxley requires imposing “anonymous” whistleblower hotline “procedures.” These days, even many non-SOX-regulated multinationals impose global reporting procedures, often outsourcing hotlines to outside providers. But employee hotlines are heavily regulated in the European Union. Any code of conduct provision outlining global reporting procedures needs careful strategy. See the article on the point (by this author) at 42 The Int’l Lawyer 1 (2008).
Acknowledgment: Many global codes of conduct end with an acknowledgment page for employees to sign, acknowledging their agreement to follow the code. But global employee acknowledgments raise a number of logistical problems—and they can actually backfire, giving ammunition to non-signers who violate the code. Consider any acknowledgment procedure carefully. See the discussion of this topic in part 3.
A well-drafted internal (“ethics”) code of conduct contains a tailored provision on those of the above topics for which there is a business case, and omits topics that the code issuer need not address. Good global codes steer clear of provisions on those everyday human resources topics that are more appropriately relegated to the local level, which in many cases include provisions on such topics as: testing/monitoring, breaks, vacation, holidays, overtime, payroll, work hours, smoke-free workplace, performance evaluations, employee benefits, and severance pay/procedure.
III. Steps in Properly Launching a Multinational’s Internal Code Of Conduct
When a multinational’s headquarters launches a global code of conduct, often the only question seems to be: “What’s our code going to say?” But that question (addressed above in part 2), merely gets the code-implementation process started. Once an internal (“ethics”) code of conduct has been drafted, the question immediately becomes: “How are we going to impose this global code of conduct on our employees overseas?”
Too many global codes of conduct in place today were implemented without accounting for the vital logistical issues related to launching new human resources policies outside the United States. As such, many codes are subject to attack, and could give rise to liabilities. A best practice is to go back, check and correct any oversights. There are five key logistical steps to take before launching a global code of conduct:
(1) Multiple versions: US-based multinationals rolling out global codes of conduct should decide whether: to use one global code worldwide; to create a “rest-of-the-world” version separate from the “US” version; or to spin off distinct local codes for each affected country. There are pros and cons to each approach:
(a) One global version: A single global code of conduct creates a uniform policy and is of course simplest. However, code provisions appropriate for US employees may need to be modified or reworded for use elsewhere.
(b) Two versions: Many US-based multinationals roll out a US code of conduct plus a separate “rest-of-the-world” version; this strategy accounts for issues from a non-US perspective, but neglects specific local-country issues.
(c) Local versions: Every country’s laws are unique. Tailoring an aligned local code of conduct for each country that accounts for local law and human resources policy, as well as for headquarters issues, should be the most effective strategy. But many versions of one code of conduct can get unwieldy —and expensive.
(2) Dual employer: Most US-based multinationals’ overseas employees work for locally-incorporated subsidiaries Or affiliates. To extend a headquarters code of conduct directly to employees of foreign affiliates raises the “dual employer” problem. By imposing rules directly on local foreign workers, the US headquarters may become a co-employer with the local subsidiary, jointly liable for employment claims. In Latin America, US multinationals regularly face these claims. A related problem is that a parent entity that imposes a global code directly on subsidiaries abroad arguably starts transacting business locally, possibly making it a “permanent establishment” subject to corporate registration and tax filing obligations. A best practice to avoid these problems is for headquarters to impose the conduct code on foreign affiliate entities only; each affiliate, in turn, imposes the code on its own employees. This approach also cuts off the technical argument where an overseas employee disciplined for violating a headquarters conduct code claims the code is inapplicable because the local employer entity failed to implement it in the first place (or else failed to take account of rules as to how validly to introduce a local human resources policy).
(3) Consultation: Outside the US, employee representative groups such as “works councils,” trade union committees, and health-and-safety committees are common. Laws impose a requirement analogous to the US labor-law concept of “mandatory subject of bargaining“: an employer cannot change workplace rules until after it sits down and discusses the proposal with affected employee representatives. This doctrine implicates codes of conduct, because by definition codes impose mandates on employee “conduct.” Unfortunately, outside the US employee representatives can be skeptical of US codes of conduct. Therefore a multinational headquarters launching a code of conduct needs to involve overseas management and local foreign management-side labor liaisons. Give foreign local labor liaisons a “heads-up” that a code of conduct will be coming, and discuss consultation strategy and timing.
(4) Translation: In Belgium, Chile, France, Poland, Portugal, Quebec, Turkey, much of Central America and elsewhere, local laws require that work rules (including rules in a code of conduct) be communicated in the local language. In these places, an English-language code will not only be unenforceable, it can cost money: recently a major US multinational that distributed English-language papers to French workers was forced to pay a $689,920 fine. Further, even in those countries that do not impose these local-language laws, local courts are reluctant to enforce English-language policies. Translations buttress enforceability .
(5) Distribution/acknowledgment: Multinationals need strategies for: how to distribute a code of conduct to overseas employees; how to train on the code overseas; and how to adapt the code to local offerings (in Japan and Korea, for example, it will be necessary to amend the local work rules to reflect new code prohibitions). Also, multinationals need to develop some way to prove each employee actually received the code, so as to allow enforcement against those claiming never to have seen it, and so as’ to establish a defense against US Foreign Corrupt Practices Act and Sarbanes-Oxley enforcement actions. The common US approach here is to have employees sign acknowledgments. But an acknowledgment mandate raises logistical problems abroad:
(a) In Continental Europe and elsewhere, employee acknowledgments often are not binding; signed consents are often presumed coerced, due to inequality of bargaining power.
(b) A 100% return rate on acknowledgments may be impossible outside the US, where codes of conduct often meet with skepticism. Abroad, expect some employees either to refuse to sign, or passively to neglect to sign even after repeated reminders. But away from the US employment-at-will environment there is no “good cause” to discipline an employee who openly refuses or quietly neglects to sign. How, then, to handle non-signers?
(c) Non-signers raise an “Achilles’ heel” problem: If they later violate the code, they will argue they were exempt because they never signed. That is, they can point to their coworkers’ signed acknowledgments to argue that the code of conduct reaches only employees who acknowledged it.
(d) Human resources teams often have document management problems: Years after the signing, it can sometimes prove maddeningly difficult to locate the signed code of conduct acknowledgment of a given employee in a remote overseas office who now, all of a sudden, needs to be disciplined for violating the code.
As an alternative to acknowledgments, local HR representatives might distribute the conduct code personally (or in training sessions). Then HR representatives themselves could sign forms stating the date and circumstances of transmission to each employee.
Codes of conduct have become virtually ubiquitous among multinational employers. Any multinational launching, or revamping, a global employment-context code of conduct should first distinguish whether it needs an external supplier (“sweatshop”) code of conduct, or a very-different internal (“ethics”) code of conduct. As to drafting an internal code, a multinational should avoid copying a form from some other employer. Instead, tailor a code to the issuer’s own cross-border business needs, using a checklist of possible topics and omitting inherently-local matters better relegated to local employee communications. Once the code is drafted, the focus needs to turn to a legally compliant global launch. Follow the necessary steps to ensure the code becomes enforceable in all applicable countries.