A Corporate Code of Ethics?

Ethically Challenged asks: "Under the guise of recent legislation everyone at the publicly traded software company I work for is being asked to sign a 'Code of Business Conduct and Ethics'. In part, we have to swear to the following: we should not use company resources for any non-business purposes (I probably can't even write this); we must disclose to the CFO any relative that works for a customer, competitor or vendor; and, we are required to narc on coworkers who we suspect violate the code in any way. Are developers at other companies being asked to do this? Does it bother anyone that lowly workers like me are being asked to sign these things because executives are too immoral to behave themselves? Isn't all of this a colossal waste of time since most of it is common sense and it's pretty clear that the bad guys will ignore it anyway?" Most of this stuff sounds like the boilerplate protections most companies put in their employee agreements in the first place. Since you generally have to sign such agreements before you get your first paycheck, this new initiative seems rather redundant to me. Can someone more clued-in explain the justification behind this one?

Comments

This is so that they can still . . .

[user no. 590291]

. . . order employees to do things that are dishonorable, illegal, and/or unethical, then leave them holding the bag.

"He didn't have to steal those plans like he was asked--in fact, it violates our code of ethics, and he would have promptly been helped, and his supervisor relieved." Yeah, and donkeys fly.

Tightening the rules

[BornInASmallTown]

Sometimes you see companies doing this in order to make the rules more strict or to communicate to the employees that you are about to enforce them.

For example, we once had to sign a similar agreement about patents we held or had been granted at a previous job--even though we had already signed something similar when we came to work in the first place. (We were not granted any stock options unless we signed the new agreement.) The idea was that my current company wanted to ensure that their list was valid so that they would be justified in defending their own patents, or going after any that employees were granted during employment there.

It's just a lot easier to enforce an existing rule after you remind everyone that the rule is in place. That's why you hear around the holidays that the highway patrol will be cracking down on [insert your favorite violation, most often seat belt wearing where I'm from]. The law is already in place, and it is probably *possible* to enforce, but it is *easier* to enforce and subsequently prosecute if no one has an excuse of being ignorant of the law.

a better model...

[zogger]

... a better model and more universally ethical would be for the US government to scrap the laws that made corporations "persons". All that did was obfuscate human responsibility. "Corporations" are allowed to pay "humans" profits-they get the fruits of their labors, but when it comes time to dispute some manner in court it becomes a "corporate" problem and it's extremely hard to pin down which exact "humans" are at fault or liable. Extremely hard. Magnify this by daisy chaining,especially offshore/internationally- where corporations are created on the fly on paper using yet again another front corporation of "lawyers" ad absurdum, so they can lease stuff to themselves, use one corporation to "lose" money at to avoid taxes, use another corporation to pay for "expenses" that regular old single individuals can't deduct as expenses, etc etc it becomes -enron and worldcom.

What they are doing now is a pre-CYA effort with these ethics agreements. It's already theoretically illegal to break the law. This contract agreement is duplicating what already exists in yet another fashion. It might have a marginal effect. It's "feel good" legislation and effort, a facade move.

What would be interesting is if employee "guilds" (can't use the U word, that is considered swearing in IT land for some weird reason) would band together and force employers to sign personal accountability statements with serious fines held in third party escrow accounts for violations of breach of contract with their employees, for instance for issuing orders that are illegal, insuring open honesty in accounting, promotions, business models, etc, but that ain't happening any time soon, the PHBs and cartel lobbyists (the PHB unions) and polytickshuns would through a hissy fit.

Make sure you ask...

[jpsst34]

Go ahead and sign it. From then on, with every decision you make, ask yourself, "Is this good for the company?"

Suspicion

[Lionel Hutts]

I suspect literally every person I work with of, at least, taking the occasional personal phone call or surfing the web. Thus, I would have to report everyone who works for my firm, presumably every day.

I wonder how many days it would take before they let me stop.

Get some dirt on the guy who thought this up...

[ivan256]

Walk by his office frequently until you catch him on a personal phone call. You'll be obligated to show him how stupid the new policy is. Better yet, if he fires you for pointing it out you'll probably have grounds for a lawsuit.

Problem is liability.

[Unknown Poltroon]

Would anyone EVER start any kind of busisness, if when it failed, or had an accident, they could be sued barefoot and out of thier own house? With corporations, there is less personal risk involved. If they did away with corporations, something else identical with a different name would pop up, or the entire worlds economy would die in about a day.

Re:Problem is liability.

[rickwood]

Corporations per se are not the issue.

The issue is that in Santa Clara County v. Southern Pacific R. Co., 118 U. S. 394 (1886), the U.S. Supreme Court ruled that corporations were persons entitled to protection under the 14th Ammendment to the U.S. Constitution, a decsion regarding which Supreme Court Justice William O. Douglas later said, "There was no history, logic, or reason given to support that view."

Before this decsion things were decidedly different. An excerpt from Kalle Lasn's excellent article on the subject USA(TM) proves informative:

Early American charters were created literally by the people, for the people as a legal convenience. Corporations were "artificial, invisible, intangible," mere financial tools. They were chartered by individual states, not the federal government, which meant they could be kept under close local scrutiny. They were automatically dissolved if they engaged in activities that violated their charter. Limits were placed on how big and powerful companies could become. Even railroad magnate J. P. Morgan, the consummate capitalist, understood that corporations must never become so big that they "inhibit freedom to the point where efficiency [is] endangered."

The two hundred or so corporations operating in the US by the year 1800 were each kept on fairly short leashes. They weren't allowed to participate in the political process. They couldn't buy stock in other corporations. And if one of them acted improperly, the consequences were severe. In 1832, President Andrew Jackson vetoed a motion to extend the charter of the corrupt and tyrannical Second Bank of the United States, and was widely applauded for doing so. That same year the state of Pennsylvania revoked the charters of ten banks for operating contrary to the public interest. Even the enormous industry trusts, formed to protect member corporations from external competitors and provide barriers to entry, eventually proved no match for the state. By the mid-1800s, antitrust legislation was widely in place.

Furthermore, consider the information given on They Rule and Open Secrets. This information clearly points to a unhealthy shift towards plutocracy.

The original purpose of corporations was exactly as you describe, to spread the risk of an enterprise among multiple investors such that a failure wouldn't ruin them. Since Santa Clara, corporations have grown to the point where they are almost completely unaccountable to the people. A corporation is not a human person, so it is not subject to Maslow's Hierarchy of Needs. Yet, alarmingly, as corporate power has grown in the last century so has their collective control over the necessities of Maslow's Hierarchy for the rest of us.

In conclusion, while I agree that a legal and financial fiction very much like what we call a corporation is necessary for the continued economic health of the United States, I dispute that what we call a corporation today was the intent of the framers or is defensible by any measure other than the economic benefit to the corporate "person" itself.

Re:Relative BS

[Gurwadd]

The reason one must disclose this information is probably due to SEC/NASD Compliance issues. It is more than likely going to be used to control what is known as "material inside information". In short, to control insider trading. You can be an insider without working for a company just being related to someone inside a company (or being friends with for that matter) can put you in this class.

As an example, say that your spouse is working for company X and your company Y is going to come to market with a breakthrough product. If company X buys stock in company Y based upon a tip from your wife, this is Illegal and should this be investigated by the SEC the company can provide this information to the SEC and protect it's self and the sec gets it's man (or woman) who leaked "material inside information".

Just a company protecting it's self from possible legal hassles.

How do I know this?

NASD Series 7 and 63 Licenses

This is why.

[FreeLinux]

This post is exactly why these companies are making people sign agreements that seem to simply restate common sense stuff that "everybody" knows.

The fact is that, what is common sense to you may not be common sense to the goober in the next cube. All too often this is the case, people seem clueless at the most common sense matters, as I stare at them in amazement. How could anyone be so stupid to not know that already? I frequently ask.

But, then there is the next level, where they do know the common sense ethic and they have even been formally informed of the policy and the punishment for breaking that policy, yet they justify their illicit actions with some form of glib nonsense that they feel makes it perfectly acceptable. As is so eloquently stated in the poster's final comment: I should not be surfing slashdot during work hours, but since they cut my pay by I say f****'em! I'm taking it out in bandwidth.

The agreement won't be regarded as a waste of time to them, when they fire you for breaking the company's policy, which you explicitly agreed to and signed.

Duress(?) and a personal story

[macemoneta]

If you have to sign it after you've been employed by the company, to keep earning a paycheck, isn't that duress? (obviously, IANAL)

I had a personal experience with this at a previous employer... We signed this and were specifically informed all levels of management had to sign and agree to the same thing (by the CEO).

Not a couple of weeks later, I was contacted by a VP that wanted me to setup a Mac for his daughter's birthday -- on company time and with company resources. I refused, obviously, and was nearly fired... until I pointed out the violation of the code of ethics.

Of course, even though that violation was grounds for termination of employment, nothing ever happened to the VP. Big duh.

Google

[cafebabe]

I still think Google put it best: Don't be evil.