Code of ethics and conduct: the rules of the game that hold up your compliance

Contents

• What is a code of ethics?
• Why is it part of criminal compliance?
• What must it include?
• What happens if you don't have it?
• How Tranquilia generates it
• Frequently asked questions
• Official sources

What is a code of ethics?

It is the document that puts your company's values in writing and, above all, the specific conduct it expects and the conduct it forbids. It is not a vague statement of good intentions: it is a practical guide of "this is fine, this is not" for the situations in which someone could cross a line.

For example: what to do if a supplier offers an expensive gift, how to act in the face of an unclear cash payment, or how to stop an employee from hiring a company of their own without saying so.

Why is it part of criminal compliance?

Art. 31 bis of the Código Penal asks the crime prevention model to establish control measures and a culture of compliance. The code of ethics is where that culture is translated into rules: it sets out the obligatory and forbidden conduct whose breach then triggers the disciplinary rules.

It is the hinge between the risk map (where the danger is) and the disciplinary rules (what happens if someone triggers it): with no written rules, there is nothing to breach clearly and nothing to penalise with any certainty.

What must it include?

A code of ethics that is useful for compliance covers, at the very least:

1. The company's values and principles, in concrete terms.
2. Rules on gifts, invitations and commissions.
3. Conflicts of interest: how they are declared and managed.
4. Dealings with the public administration, customers and suppliers.
5. Proper use of the company's resources and of information.
6. How to report improper conduct, and the guarantee of no reprisals (connected to the channel under Ley 2/2023 where it applies).

What happens if you don't have it?

The code of ethics is not a document the authorities fine you for not having. The effect of its absence is indirect but important: a compliance model with no clear rules of conduct will hardly be considered suitable and effective if a court has to assess it after an offence. And with no written rules, the disciplinary rules are left with no basis: you cannot penalise the breach of a rule you never wrote.

To put it plainly: not having it does not cost you a direct penalty, but it weakens your company's criminal shield just when you would need it most.

How Tranquilia generates it

Tranquilia prepares the code of ethics and conduct from your activity, with concrete rules on gifts, conflicts of interest and dealings with third parties, and leaves it connected to the whistleblowing channel and the disciplinary rules. What you get is a document consistent with the rest of the model, ready to be communicated to your workforce.

Frequently asked questions

Is a code of ethics only useful for large companies?

No. Any company benefits from having clear rules of conduct, and in an SME it can be short and to the point. What matters is not the length, but that the rules are concrete, communicated and applied.

Is it enough to pin it on a noticeboard?

No. A code that nobody knows or applies adds no value as a shield. It has to be communicated, form part of the induction of new employees and be backed by real disciplinary rules.

Is the code of ethics the same as the company's internal regulations?

They are similar and sometimes live side by side, but they are not the same. The code of ethics focuses on conduct and integrity within the compliance framework; the internal regulations govern broader aspects of how work is organised. They can complement each other.

Official sources

• BOE — Código Penal (LO 10/1995), article 31 bis.
• BOE — Ley 2/2023, on internal reporting channels.
• Fiscalía General del Estado.

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General information about the rules. It does not replace a lawyer's advice or an analysis of your specific case. If you have any doubts, check with a criminal law or compliance professional.