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Rules of the Road: With a solid foundation in place, a durable culture of ethics and compliance will flourish

I continue to receive requests for further dialogue on strategies for avoiding ethical issues (as opposed to managing them once they are visited upon in-house counsel). I have offered one strategy. It involves making sure you work for a company exhibiting sound ethical values--one that will not place you in ethical predicaments in the first place.

When a lawyer is considering an in-house role, he should make it one of his primary objectives to gauge the potential employer's ethical culture. Traditionally, in job interviews it is the person doing the hiring who asks the tough questions.

This is especially so during difficult economic conditions. Still, given the scrutiny in-house counsel face in the post-Enron era, assessing the ethical culture of the organization is a must.

This begins during the job interview process. Give a hypothetical scenario centered on an ethical problem, and ask the interviewer how he would expect the in-house lawyer and the other corporate constituents to respond. The answer should provide a glimpse of the ethical culture of the organization, as well as how management would react if the situation actually happened.

Other readers have asked about proactive steps the in-house team may take to assure that a durable ethical culture flourishes within an organization. I suggest that in-house lawyers conduct a regular review of the compliance infrastructure, including the company's corporate code of conduct, policies and hotline reporting processes. These represent the foundation of an effective ethics program but are often neglected and thus ineffective.

Place yourself in the employee's shoes. Is your code of conduct written for employees' understanding? Are your company's policies updated? Can employees find the policies absent MacGyver-like resourcefulness? If you want a company's constituents--from the CEO to frontline staff--to conform to company standards, it is up to the legal and compliance department to proactively elucidate the "rules of the road."

Codes of Conduct. Most corporate conduct codes read like the Federal Register and are easily understandable only to lawyers.

To ensure that employees understand the code, expose it to a focus group of a cross-section of employees, and make sure it includes people outside the U.S. You may also ask a third party to review your code. I recently asked an organization called the Red Flag Group ( to overhaul KLA-Tencor's code. The result was a technically sound yet still highly readable document that includes a useful question-and-answer section, as well as quotes summarizing key concepts and ideas. Let's face it: When it comes to reading these codes, employees have the attention span of a ferret. You need to employ the time-tested precept of knowing your audience when you deploy a code of conduct, particularly if you want employees to actually read it.

Corporate Policies. The problems with corporate policies are that they proliferate across corporate intranets and often are not easily located. Moreover, policies tend to be posted to some Web site and forgotten. Again with the help of the Red Flag Group, my company is attempting to tame the hydra-headed policy beast by creating a policy portal--a one-stop, organized and updated source for the company's policies. If the objective is for company personnel to know and abide by company standards, then ensuring the policies are updated, understandable and readily accessible makes sense.

The corporate and legal "rules of the road" need to be clear and available to all corporate constituents. Only with this solid foundation in place can a durable culture of ethics and compliance take hold and flourish. That is the type of organization with which you should entrust your career.

Brian Martin

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