"As officers and Enron Corp, its subsidiaries, and its affiliated companies, we are responsible for conducting the business affairs of the companies in accordance with all applicable laws and in a moral and honest manner…We want to be proud of Enron and to know that it enjoys a reputation for fairness and honesty and that it is respected."
Those are the words of Kenneth Lay who is due to take the stand again today in the ongoing Enron trial. His exhortations to a higher moral order are contained in Enron's Code of Ethics, a 64 page document which we have thanks to smokinggun.com.
For a company whose name has become a byword for corruption and sleaze, the document makes extraordinary reading.
Consider these points for example: "Compliance with the law and ethical standards are conditions of employment and violations will result in disciplinary action, which may include termination…in addition to responding to the Act, we are adopting this Policy Statement to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company…We have all worked hard over the years to establish our reputation for integrity and ethical conduct. We cannot afford to have it damaged."
The document prohibits directors, officers or employees from trading in Enron shares when they have "non-public" information about Enron or its subsidiaries.
And there is also a ban on officers or employees from owning, or participating in "the profits of any other entity which does business with or is a competitor of the Company" without running it past the chairman or chief executive.
Followers of the Enron trial will remember the confrontation between prosecutor John Hueston and Ken Lay about the way Lay had put $120,000 into a photo sharing business of a girlfriend of Enron chief Jeff Skilling. Cosy enough? It also happened to be doing business with Enron to the order of $450,000.
All that in addition to a board which had allowed its own chief financial officer to manage the limited partnerships that would eventually be the company's undoing.
Obviously, the story shows that a code of ethics is meaningless unless it's made real for everyone in the organisation. Like the traditional mission statement, a code of ethics can be a complete waste unless there is real commitment, including funds to pay for ethics training and ethics officers.
The gap between rhetoric and practice, a problem many companies today face, is why Enron's Code of Ethic is such an important historical document. It's a warning.
Enron’s code of ethics seems rather laughable in retrospect. The section on securities trading is very long, but doesn’t include any reference to preventative measures or programs. This part does go into great detail on the consequences of getting caught doing these illegal activities. The main problem I can see with relying on consequences to deter illegal acts is that almost every criminal knows the consequences involved in committing a crime but they do it anyway because they believe they are too smart to get caught or just don’t care. If consequences could truly prevent crime the world would be virtually crime free.
Ken Lay and the other executives got away with what they did for so long because they were the highest ranking officers in the company and had no one to keep them in check. On page 60 of Enron’s Code of Ethics, employees with information about violations are instructed to either write to the compliance officer (conveniently unnamed) or to call the Chairman, who just happens to be Ken Lay. If an employee had information about Ken Lay and his coconspirators, would they really risk writing or calling the actual violators? I must also admit that when starting a new job I have not read the employee manual in its entirety. How many people do you think actually read the whole Code of Ethics?