LEGALISTIC AND COMMITMENT- ORIENTED CORPORATE CODES OF ETHICS A CORPUS BASED ANALYSIS WH-QUESTIONS • WHAT? • WHO? • WHERE? • WHEN? • WHY? WHO: CODE ADOPTERS • first corporate codes appeared more then a century ago • 70% of the codes in the US were created after the year 1990 (Guillén et al. 2002) • Europe lagged behind the U.S. in 80s /‘90s (Kaptein/Wempe 1998) • Today 100% code adopters in US, UK and Europe, not in Asia (Cho-Kwai 2015) WHERE: WEBSITE SECTIONS • Corporate Governance • CSR (Corporate Social Responsibility) • Other (“Who we are” / “About us”) formalizing behavioural standards (Weaver, 1993) WHEN 2018 8/17 2017 1/17 2016 2/17 2015 2/17 No date 3/17 WHY: REASONS FOR CODE ADOPTION Morally driven reasons ManagerialManagerial strategystrategy Morally driven reasons (ex. Stevens 2009) (es. Stevens 2009) linguistic analysis to unveil authors’ intentions RELEVANT LITERATURE -1 Codes investigated mostly by researchers of non-linguistic disciplines: - business ethics (ex.Stevens 2007, Scott 2002) - socio-psychology (ex. Fairfax 2007) - organizational studies (ex. Brown/Ainsworth/Grant 2012) - management studies (ex. Gillespie et al., 2012) RELEVANT LITERATURE -2 • Content analysis (ex. Krippendorff 2013) Other approaches: • perception of code users (Schwarts 2004) • physical appearance: length, visuals, format • code quality (Erwin 2011) led the way for language-focused research… PURPOSE AND METHODOLOGY • CDA to help explain the role of managerial discourse in the construction of one of companies’ intangible asset corporate identity + automatic computer query to confirm HYPs RESEARCH QUESTIONS RQ ❶ Can we identify distinctive traits of legalistic approach and commitment-oriented approach at macro-textual level? RQ ❷ Are the two approaches industry-related? CORPUS • 17 codes from FTSE 100 constituents • 9 non-financial sectors (mining, media, food, tobacco, beverages, pharmaceuticals, aerospace & defense, oil & gas, personal goods) • 150,000 word tokens • 8,481 word types LEGALISTIC VS. COMMITMENT TRAITS LEGALISTIC (examples) • Macro-textual level: lists, definitions, attempt at extreme precision • Syntatic and lexical level: nominalization, overuse of shall, manierism, formal words and expressions. COMMITMENT-ORIENTED (examples) • Macro-textual level: visuals, comprehension aids, quotations, ad hoc titles • Syntatic and lexical level: ex. metaphors, emphasis LEGALISTIC TRAIT: LISTS (FROM ASTRAZENECA CODE 2018) LEGALISTIC TRAIT: DEFINITIONS (FROM BURBERRY CODE) “Business Associates” refers to any individual, entity, business, company, partnership or any other body or group associated with Burberry including, without limitation, any such individual, entity, business, company, partnership or any other body or group supplying products, goods, raw materials, components, services, real estate or anything else, directly or indirectly, to any member of the Burberry Group or otherwise working directly or indirectly with or on behalf of any member of the Burberry Group. This also includes any person (an “Indirect Supplier”) providing products, goods, raw materials, components, services or anything else to (i) a direct supplier of Burberry or any other member of the Burberry Group or (ii) any other Indirect Supplier. (Burberry, Ethical Trading Code of Conduct, p. 1) LEGALISTIC TRAIT: ATTEMPT AT EXTREME PRECISION ( F RO M ANTONFAGASTA C O D E 2 0 1 6 ) LEGALISTIC TRAIT: NOMINALIZATION ( F RO M ANTONFAGASTA C O D E 2 0 1 6 ) LEGALISTIC TRAIT: OVERUSE OF «SHALL» (FROM BURBERRY CODE) LEGALISTIC TRAIT: FORMAL WORDS AND EXPRESSIONS ( F RO M ANTONFAGASTA C O D E 2 0 1 6 ) COMMITMENT TRAIT: VISUALS (EXAMPLES) COMMITMENT TRAIT: COMPREHENSION AIDS (EXAMPLES) COMMITMENT TRAIT: AD HOC TITLES ( EXAMPLES ) • “Living Our Values and Expectations. Our Code of Conduct” (GLAXO) • “Our Group Policies: Enabling us to be at our best” (ROLLS-ROYCE 2018) • “Our Code of Conduct, Our Values in Action” (ANGLO AMERICAN 2018) • “Stronger, Better Together. Our Code of Conduct” (IMPERIAL BRAND 2016) • “Integrity, the Essential Ingredient. Code of Business Conduct”(COCACOLA 2018) COMMITMENT TRAIT: METAPHORS (FROM COCACOLA CODE 2018) PRELIMINARY FINDINGS • Distinctive traits of legalistic and commitment-oriented approaches at - macro-textual level - lexical level • Corpus: 3 out of 17 «pure» legalistic codes in line with previous research (i.e. financial industry) Company Name CocaCola Diageo Antofagasta Anglo Tesco AstraZeneca Glaxo BAE Rolls- American Systems Royce INDUSTRY BEVERAGES BEVERAGES MINING MINING FOOD PHARMA PHARMA AEROSPACE AEROSPACE &DEFENCE &DEFENCE 1. Website section Corporate Corporate Corporate / About us Sustainability / Our company Sustainability Governance Governance Governance 2. Ad Hoc Title Integrity. Th Our Code. Code No Our Code of Our code of AstraZeneca Living our Code of Our group essential of business Conduct, our business Code of Ethics values and conduct - policies: ingredient. conduct values in conduct Values, expectations. Doing the Enabling us to action behaviours and Our code of right thin be at our best Policies conduct 3. N° page 41 48 26 36 32 6 25 66 35 4. CEO’s message No Yes Yes Yes Yes No Yes Yes Sort of Intro, no picture 5. Pictures Yes Yes No Yes (drawings) Yes No Yes Yes No 6. Explanatory note No No No No No No No No No 7. Comprehension aids Yes (ex. flags, Yes (Q/A) No Yes Yes (Q/A) No Yes (keywords Q/A Navigation (ex. questions and navigation (always/never) to search for) bar+ bar) Short version answers) 8. (Pseudo)quotations Yes No No No No No No No No 9. Dedicated code for No Yes No No No No No No No top management 10. Date of update 2018 2015 2016 (2018 for 2018 2018 2018 No 2018 2018 new employees) Company Name BP Shell Informa Pearson Unilever Burberry BAT Imperial Brands INDUSTRY OIL & GAS OIL & GAS MEDIA MEDIA PERSONAL PERSONAL TOBACCO TOBACCO GOODS GOODS 1. Website section Who we are About us Sustainablity / Who we are CSR Corporate Corporate Governance Governance 2. Ad Hoc Title Our Code. Our Our code of Our code of No Code of Burberry ethical Standards of Stronger, better responsibility conduct. conduct business trading code of Business together. How Making the principles and conduct Conduct 2018 you do it. Our right decision code policies code of conduct. 3. N° page 26 44 19 23 43 7 27 40 4. CEO’s message Yes Yes Yes Yes Yes No Yes Yes 5. Pictures No Yes Yes Yes Yes No Yes Yes 6. Explanatory note No No No No No No No No 7. Comprehension aids Yes Yes Yes (bullet Yes (Q/A) Yes (bullet No Yes (who to talk Yes (Q/A, (ex. questions and points) points) to) dos/don’ts) answers) 8. (Pseudo)quotations No No No No No No No No 9. Dedicated code for No Yes No No No No Yes No top management 10. Date of update No 2015 2017 2018 2016 No 2018 2016 SHELL CODE FOR EXECUTIVES (RETRIEVED MARCH 2019) This Code is applicable to the following job holders and persons: • the Executive Directors of Royal Dutch Shell, which includes the Chief Financial Officer; • the Executive Vice President – Controller; • the Executive Vice President – Treasury and Corporate Finance; • the Chief Internal Auditor; • the Executive Vice President - Taxation; • the Executive Vice President - Investor Relations; • the Executive Vice President - Finance – Trading and Supply; • the Executive Vice President - Finance Operations; • the Executive Vice President - Finance of Integrated Gas; • the Executive Vice President - Finance of Upstream; • the Executive Vice President - Finance of Downstream; • Chief Financial Officer of Shell Midstream Partnership; • Chief Executive Officer of Shell Midstream Partnership; and • any person or job holder designated by the Chief Financial Officer (a register of such designated persons will be maintained by the Company Secretary). • All of the above are hereinafter referred to as "COE Addressees". SHELL CODE FOR EXECUTIVES (RETRIEVED MARCH 2018) Key requirements Each COE Addressee shall: • a. act in accordance with the highest standards of honesty, integrity and fairness and expect the same in their relationships with others while maintaining a work and business climate fostering such standards; and • b. adhere to the SGBP, any applicable code of conduct on dealing in securities and any provisions for the avoidance of conflicts of interest stipulated in applicable terms and conditions of employment; and • c. excuse himself from making any decision about an issue at hand in which a conflict of interests arises or could arise and in such event, disclose in writing the relevant facts and explain the circumstances that create or could create the conflicts of interest to: (a) the chairman of the Audit Committee in the case of: (i) the Executive Directors of Royal Dutch Shell, (ii) the Chief Financial Officer, (iii) the Chief Internal Auditor and (iv) the Executive Vice President Controller, and (b) to the Executive Vice President Controller, in the case of any other COE Addressee; and • d. avoid having any financial interest in works of or contracts awarded by a Shell company or a company associated with a Shell company, or in supplies effected or services rendered to or by such a company and where this is unavoidable or immediate family members have such a financial interest, such interest shall be disclosed in writing in the same manner as set out in c. above; and • e. not seek or accept from third parties to his own advantage any favour in whatsoever form or howsoever described in connection with the business of any Shell company or his duties (except for the acceptance of such things as gifts of nominal value and working lunches, dinners and entertainment of reasonable value, frequency and duration, appropriate under the circumstances, and subject always to the standards of a. above); and • f. not hold positions or jobs or engage in outside businesses or other interests that adversely impact the performance of duties owed to any Shell company or the interests of the same; and • g. avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decisions to be made by any Shell company; and • h.