The Governance Library curated by Matthew Doyle
Ethics Room · Note 06
Ethics Codes That Actually Work
00:00 / 11:45
mæd partners
Scene 1
Hero
H1: Ethics Codes That Actually Work.
Sub: The most published governance artefact. The most routinely ignored.
Scene 2
Frame
Eyebrow: `ETHICS ROOM · NOTE 06 OF 06 · CLOSING NOTE`
H1: Ethics Codes That Actually Work.
Scene 3
The legal weight
Legally, an ethics code is a policy.
No statutory duty requires one.
A board chooses to publish, what to publish, and how to act on it.
Scene 4
Two schools (Path-2)
Eyebrow: `PAINE 1994 · HBR · MANAGING FOR ORGANIZATIONAL INTEGRITY`
Two columns:
- Compliance-based: measured by violations and investigations.
- Integrity-based: measured by the quality of decisions made when the code is invisible.
Caption: Most UK codes claim the second. Operate as the first.
Scene 5
The FRC line
Date plate: 2016.
Caption: FRC · Corporate Culture and the Role of Boards.
Pulled fragment: Boards must take responsibility for culture in the same way they take responsibility for strategy and risk.
Scene 6
The argument
Hero card.
Legally, an ethics code is a policy.
Morally, it is a covenant.
A code that is not lived is not neutral.
It is a broken promise.
Scene 7
Case anchor
H1: Carillion plc.
Sub: Five published values. One broken covenant.
Scene 8
The five values
Eyebrow: `CARILLION PUBLISHED VALUES`
Five rows:
Openness.
Collaboration.
Mutual Dependency.
Professional Delivery.
Sustainable Profitable Growth.
Scene 9
The Mutual Dependency contradiction (Path-2)
Two-column.
- Stated value: Mutual Dependency.
- Operational practice: 120-day supplier terms · supply-chain finance offload · PPC signatory throughout · suspended January 2018, days before liquidation. The Code as lagging indicator.
Scene 10
The cost
Pulled stat, large:
30,000 small suppliers unpaid at liquidation.
Scene 11
Five markers of a working code (Path-2)
Eyebrow: `WHAT A WORKING CODE LOOKS LIKE`
Five rows, numbered:
1. Short. Read in one sitting. Recallable in a difficult moment.
2. Concrete behaviours and refusals. Not abstract values.
3. Owned by the board. Not delegated to compliance.
4. Governs upward. Binds the chief executive at least as tightly as the warehouse supervisor.
5. Tested at the moments of pressure. Holds when it would cost the company a contract, a dividend, or a bonus.
Scene 12
How Carillion failed each
Eyebrow: `CARILLION'S CODE`
Five rows in olive:
Short, but abstract.
Not board-owned.
Bound suppliers and employees, not directors.
Never tested. The pressure against it was continuous, routine, accepted.
Scene 13
Series retrospective
Hero card. Six rows.
s.171 · letter or spirit.
s.172 · regard or weight.
s.175 · disclose or refuse.
Proper-purposes · use the power, or use it for what it was given.
Company secretary · function or voice.
Ethics code · policy or covenant.
Scene 14
The room's discipline
Hero card.
Each duty, in each direction, is the same duty read twice.
The law lays down the floor.
Conscience builds the room.
Scene 15
The closing argument
Ethics in directors' law is not ornament on top of compliance.
It is the thing compliance was designed to approximate.
Scene 16
The closing question
Read your ethics code aloud at a board meeting.
Ask every director, in turn, to name a decision in the past year
where the code changed what the board decided.
If no director can answer, the code is architecture, not conduct.
Scene 17
End of series
Eyebrow: `END OF THE ETHICS ROOM SERIES`
Body: Six Notes. Six tensions. One case. Six directions.
Scene 18
Credit
Curated by Matthew Doyle · mæd partners.
---
Educational material · not legal, regulatory, or investment advice · see `00 - Disclaimers.md` for the full notice · © 2026 mæd partners limited.