code-of-conduct-and-ethics

name	code-of-conduct-and-ethics
title	Code of Conduct and Ethics
description	Drafts a U.S. corporate Code of Business Conduct and Ethics with governance controls, enforcement mechanics, and implementation artifacts. Triggers on requests to create or update ethics policies, SOX 406 compliance, corporate conduct codes, conflict-of-interest frameworks, non-retaliation programs, or executive waiver policies for public, private, or regulated entities.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/code-of-conduct-and-ethics
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["drafting","memo","research"]

Code of Conduct and Ethics

Draft a board-ready Code of Business Conduct and Ethics aligned with SOX Section 406, NYSE/Nasdaq standards, and federal anti-retaliation requirements.

Quick Start

1. Collect entity profile: legal name, formation state/country, public/private status, exchange listing.
2. Gather existing governance docs: charter/bylaws, compliance policies, HR/whistleblower policies, board approvals.
3. Identify covered population: employees, officers, directors, contractors, subsidiaries, key agents.
4. Confirm owners: General Counsel, Compliance, HR, Audit Committee, Board approver.

Workflow

1. Intake and Risk Map

Item	Data needed	Purpose
Entity metadata	Legal name, structure, jurisdictions	Scope and enforceability
Risk profile	Business lines, regulated activities, international footprint	Tailors provisions
Regulatory list	SOX status, exchange affiliation, sector rules	Mandatory clauses
Existing programs	Hotline, investigations, training systems	Avoids duplication

2. Mandatory Legal Coverage (US)

Cluster	Requirements
SOX Section 406	CFO/financial officer ethics coverage, availability/acknowledgment framework [VERIFY]
Exchange standards	Conduct-code, disclosure, waiver expectations for listed entities [VERIFY]
Anti-retaliation	Reporting protections, good-faith standard, adverse-action safeguards
Enforcement	Violation logging, investigation path, discipline scale, escalation triggers
Records/disclosure	Filing, posting, retention, board-reporting cadence

3. Required Sections

1. Purpose and leadership statement
2. Scope and covered persons
3. Relationship to other policies and override rule
4. Laws/regulations baseline (global conflict-of-law rule)
5. Conflicts of interest (actual/perceived) and disclosure workflow
6. Corporate opportunities
7. Confidential information and data protection
8. Company assets and use-control standards
9. Fair dealing and market conduct