code-of-conduct

name	code-of-conduct
title	Code of Business Conduct and Ethics
description	Drafts a Code of Business Conduct and Ethics satisfying SEC, SOX §406, and exchange listing requirements. Incorporates company-specific values and regulatory context into an enforceable ethical framework. Use when drafting corporate governance documents, ethics codes, compliance policies, or business ethics frameworks for public companies or regulated industries.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/code-of-conduct
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Code of Business Conduct and Ethics

Drafts a governance-grade Code of Business Conduct and Ethics that satisfies SEC, SOX §406, NYSE §303A.10, and NASDAQ Rule 5610 requirements while providing actionable ethical guidance organization-wide.

Prerequisites

1. Company identification — legal name, jurisdiction, public/private status, exchange listing
2. Existing governance documents — current codes, ethics policies, board resolutions, mission/values
3. Operational scope — geographic footprint, industry sectors, subsidiaries, regulated activities
4. Regulatory profile — industry-specific requirements (healthcare, financial services, government contracting, defense)

Quick Start

1. Gather company identification, existing governance documents, and regulatory profile
2. Search uploaded documents for existing codes, mission statements, compliance commitments, and org structure
3. Draft the Code following the required sections below, tailoring to the company's industry and listing requirements
4. Validate against the SOX §406 and exchange listing checklists
5. Include reporting channels, acknowledgment form, and waiver procedures

Required Sections

#	Section	Key Content
1	Leadership Statement	CEO/Board Chair message; tone from the top; shared responsibility
2	Scope & Applicability	Covered persons (employees, officers, directors, contractors); enhanced SOX §406 provisions for senior financial officers
3	Relationship to Other Policies	Policy hierarchy; most-stringent-standard conflict resolution
4	Legal Compliance	Baseline obligation; multi-jurisdiction compliance; conflicts of law
5	Conflicts of Interest	Definition, examples, disclosure obligations, approval process; actual AND apparent conflicts
6	Corporate Opportunities	Delaware law framework; no personal exploitation without board approval
7	Confidentiality	Protected information scope; third-party obligations; post-employment survival; whistleblower carve-outs
8	Protection of Company Assets	Physical, IP, informational, financial assets; personal use policy