October 2026 — Excellence Enablers, a corporate governance organisation, has highlighted the importance of building ethical behaviour through culture rather than depending only on written Codes of Ethics or Codes of Conduct.

The discussion appears in the October 2026 edition of Prescription and Practice, published by Excellence Enablers. The central question is whether a Code of Ethics or Code of Behaviour is enough to ensure proper behaviour, or whether such codes should support a strong value system and culture within an organisation.

A Code of Ethics generally provides broad principles, while a Code of Conduct is usually more specific about expected behaviour. Companies use these codes to explain how their organisations and employees are expected to conduct themselves.

However, having a written document does not automatically mean that ethical behaviour will follow. The article uses the example of Enron to explain this point. Enron had an extensive Code of Ethics, but the company later faced serious governance and ethical failures. The example shows that a detailed code has limited value if the principles in it are not followed in actual business decisions and behaviour.

The discussion also points to issues such as conflicts of interest, related party transactions and the responsibility of Boards. It highlights that Boards must look beyond written rules and ensure that governance principles are reflected in their decisions and actions.

For Independent Directors, the article refers to Schedule IV of the Companies Act, 2013, which sets out important expectations relating to their conduct and responsibilities. It also notes that regulators and professional bodies provide various standards and instructions that together create expectations for proper conduct.

At the same time, the article raises a concern about having too many detailed prescriptions without sufficient ability to ensure quick and effective compliance. It suggests that Codes of Conduct should be shorter, clearer and more focused on serious misconduct and behaviour that can create significant harm to an organisation.

Another important issue discussed is the handling of complaints. If complaints take too long to resolve or there is no clear process for dealing with them, even a well-written Code may become less effective. The article also points out that disciplinary action alone cannot completely prevent unethical behaviour.

The key message is that ethical behaviour must become part of an organisation's everyday culture. Rules and codes can guide employees and directors, but a strong and widely shared value system can play a deeper role in shaping behaviour.

Excellence Enablers emphasises that a Code of Conduct should therefore be supported by a culture where ethical values are understood and practised. A strong culture can help organisations move beyond simply following written rules and towards responsible and consistent behaviour.

About Excellence Enablers

Excellence Enablers works in the area of corporate governance, with a focus on adding value rather than simply ticking compliance boxes. The organisation's October 2026 Prescription and Practice edition explores practical questions around ethics, conduct, governance and organisational culture.