Practical guide
How to Draft a Code of Ethics and Conduct with AI
4 min read · Updated September 2026 · Editorial oversight: Avv. Federico Papa
The Code of Ethics and Conduct is a fundamental document for defining an organization's value identity and the behavioral standards required of all its members. Pursuant to Art. 6 of Legislative Decree 231/2001, it constitutes an essential component of the Organization, Management, and Control Model necessary to prevent the administrative liability of entities. Its primary function is to translate abstract principles of integrity and transparency into daily operational rules to mitigate legal and reputational risks. It ensures that business activities are conducted in full compliance with current regulations, stakeholder rights, and professional diligence duties.
In brief
The Code of Ethics and Conduct, drafted using AI, is an essential component of the Organization Model under Art. 6 of Legislative Decree 231/2001 to prevent entity administrative liability. This document defines integrity and transparency principles for employees, partners, and the Public Administration. Compliance is ensured through express termination clauses and whistleblowing channels. Supervision is entrusted to the Supervisory Body (OdV). Violations are linked to the disciplinary system of the applicable national collective bargaining agreement (CCNL). Formal adoption by the administrative body ensures legal effectiveness.
The steps
- 1.
Context and Risk Analysis
Begin by identifying the company's core values through an analysis of internal processes and external interactions. Clearly identify all stakeholders, from employees to suppliers, to map out the most sensitive areas of ethical risk. Define the long-term objectives that the company intends to pursue in compliance with the law and professional fairness. This preparatory phase ensures that the document is not a mere copy of standard templates, but reflects the actual corporate culture.
- 2.
Definition of General Principles
Draft general principles such as integrity, transparency, and corruption prevention, expressly citing Art. 6 of Legislative Decree 231/2001. These principles must serve as an interpretive guide for every other provision contained in the code and in corporate procedures. Ensure the inclusion of clauses regarding environmental protection, workplace safety, and the prohibition of discrimination. Clarity at this stage is essential to establishing the ethical foundation of the entire internal control system.
- 3.
Identification of Recipients
Specify the subjective scope of application by including corporate bodies, employees, consultants, and business partners. Establish that compliance with the code is a required condition for continuing contractual relationships, inserting specific express termination clauses. Clarify that the code applies not only domestically but also to cross-border operations conducted by the entity. Every recipient must be formally notified of the document's existence and content to ensure its enforceability in disciplinary proceedings.
- 4.
Development of Conduct Rules
Define detailed rules of conduct for managing conflicts of interest and accepting gifts or gratuities. Develop specific standards for relations with the Public Administration, prohibiting behavior that might even appear to be an attempt at unlawful influence. Outline the procedures for using corporate assets and the protocols for managing sensitive data and intellectual property. Each rule must be formulated clearly so as to leave no doubt regarding expected behavior in potentially critical situations.
- 5.
Implementation and Reporting Channels
Establish reporting channels for violations in compliance with whistleblowing legislation, ensuring the confidentiality of the whistleblower. Entrust supervision of the code to a dedicated body, such as the Supervisory Body (OdV) provided for by Decree 231, defining its powers and duties. Set clear procedures for evaluating reports and conducting periodic audits on the implementation of ethical rules. The credibility of the code depends on the presence of an effective and independent monitoring mechanism.
- 6.
Sanction System and Approval
Explicitly link violations of the code of ethics to the corporate disciplinary system provided for by the applicable national collective bargaining agreement (CCNL). Provide for sanctions proportionate to the severity of the infringement, ranging from a verbal warning to termination of employment. Conclude the document with the formal adoption procedure by the administrative body and provisions for periodic updates. Without a clear sanctioning system and a formal board resolution, the code of ethics risks remaining a mere statement of intent lacking legal effectiveness.
Legal basis: art. 6 D.Lgs. 231/2001
The template structure
The standard sections that make up the document. The full template can be opened and completed directly on edit.legal.
Introduction and values
Mission, reference values, and purposes of the code of ethics.
Recipients
Subjects required to comply with the code, including corporate bodies, employees, collaborators, and suppliers.
General ethical principles
Principles of legality, integrity, fairness, transparency, and non-discrimination.
Rules of conduct
Rules of conduct in relations with employees, clients, suppliers, the Public Administration, and in managing conflicts of interest and gifts.
Implementation and reporting
Supervisory body or function for the code and violation reporting channels.
Violations and sanctions
Consequences and disciplinary framework for code violations.
Adoption and update
Formal approval by the competent corporate body and periodic review.
Mistakes to avoid
- Adoption of excessively vague clauses that do not allow for the clear identification of prohibited conduct for disciplinary purposes.
- Failure to include code acceptance clauses in contracts with third parties and external suppliers.
- Omission of references to protected reporting channels required by applicable whistleblowing legislation.
- Absence of a formal board resolution certifying the official adoption and entry into force of the code.
Frequently asked questions
Does the Code of Ethics need to be registered with any public body?
No, there is no requirement for public registration; however, the document must be adequately disseminated internally and published on the corporate website.
Can a supplier refuse to sign the Code of Ethics?
Yes, but in that case the company may legitimately break off negotiations or refuse to execute the contract due to non-compliance with the required integrity standards.
How often is it necessary to update the Code of Ethics?
There is no statutory deadline, but it is best practice to update the document whenever changes occur in corporate operations or in the relevant regulatory framework, particularly Legislative Decree 231/2001.
What edit.legal automates
- —Automation in mapping regulatory references to Art. 6 of Legislative Decree 231/2001 to ensure full legal compliance.
- —Dynamic generation of contractual clauses for acceptance of the Code of Ethics by suppliers and external consultants.
- —Support in structuring whistleblowing channels in compliance with confidentiality and data protection requirements.
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