Secret codes?

31 May 2023

Tags: Code of Ethics

The IBE’s Associate Director, Prof. Chris Cowton, reflects on why some FTSE 350 companies don’t have a publicly available code of ethics and encourages them to be transparent about what they stand for.

During the desk research for the IBE’s recently published research on leading UK companies’ codes of ethics, we found that 189 of the FTSE 350 make their code publicly available on their corporate website. You can see the results of our assessment of the quality of those codes in the report.

189 was a lot of documents to analyse, but that still leaves 161 companies, or nearly half of the FTSE 350 (46%), without a publicly available code – or at least one that we could find. What are we to make of such cases? There are two possibilities.

First, some companies presumably don’t even have a code of ethics. Perhaps they have their reasons, but it seems to me that any such reasons have become weaker over the years, as more companies embrace the practice and as legislators and regulators increasingly encourage companies to have an ethics programme in place, e.g. in the Ministry of Justice’s Guidance on the UK Bribery Act 2010. A good code of ethics is a core element of an ethics programme, and the IBE has long maintained that, even if it isn’t sufficient on its own, it is necessary.

Second, amongst the 161 companies, there are some that have a code of ethics, but they don’t make it publicly available. A few possible explanations for such a situation occur to me.

  1. They just haven’t thought about putting the code on their website.
    Our research shows that 54% of the FTSE 350 do put the code on their website, so if you don’t, it’s worth considering doing so.
    Furthermore, we found that 90% of the FTSE 100 (versus 40% of the FTSE 250) have a publicly available code, so if you want to emulate the top companies, you know what to do.
  2. The code of ethics used to be on the website, but it’s not there now.
    In my experience, strange things happen to websites, and I’ve known cases where the code has simply disappeared. It’s probably worth checking that the code you think is publicly available is actually there!
  3. The code isn’t very good.
    Maybe it would be embarrassing to disclose the code, perhaps because it was prepared several years ago. In the FTSE 350 research, we found that the older codes tend to be of lower-than-average quality, which reinforces our standard advice to review a code at least every three years. The remedy, in this case, is obvious: get the code sorted out and get it up on the website.
  4. They are frightened of being held to account.
    A publicly available code is a statement of commitment, an indicator of what stakeholders can expect from a company. What are you afraid of? Not doing what you said? Nobody’s perfect, but if you don’t make the code public, it will likely reduce commitment to fulfilling its aspirations. And if investors and other stakeholders, wanting to judge whether you are trustworthy, understand that a code is a necessary element of an effective ethics programme, what are they to conclude if they can’t find one?

So, I would say to any company that didn’t feature in our analysis of the FTSE 350 this time – and to any other organisation, for that matter:

  • Why not have a good, up-to-date code of ethics?
  • And if you’ve got one, why not let the world know? Don’t keep your code secret!


Professor Chris Cowton
Professor Chris Cowton


Chris served the IBE as part-time Associate Director from 2019 to 2023, having previously been a Trustee. He continues to contribute to our work from time to time as an Associate.

Chris originally joined the IBE staff following a long career of leadership, research and teaching in the higher education sector. He is Emeritus Professor at the University of Huddersfield, where he served as Professor of Accounting (1996-2016), Professor of Financial Ethics (2016-2019) and Dean of the Business School (2008-2016). He moved to Huddersfield after ten years lecturing at the University of Oxford. He has also been a Visiting Professor at Leeds University’s Inter-Disciplinary Ethics Applied Centre, the University of Bergamo (Italy) and the University of the Basque Country, Bilbao (Spain).

He is internationally recognised for his contributions to business ethics, especially his pioneering work on financial ethics. In 2013 he was awarded the University of Huddersfield’s first DLitt (Doctor of Letters, a higher doctorate) in recognition of his contribution to the advancement of knowledge in business and financial ethics.

He is the author of more than 70 journal papers, has edited three books and has written many book chapters and other publications. He served 10-year terms as Editor of the journal Business Ethics: A European Review (2004-2013) and as a member of the Ethics Standards Committee of the Institute of Chartered Accountants in England and Wales (2009-2018). He continues to write extensively and to speak to both academic and practitioner audiences. 

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