Date Introduction The code of ethics relates to the principles that guide an organization or group, and it helps people affiliated with organizations to understand what the organization stands for. In essence, the code of ethics institutionalizes ethics in organizations spelling out the duties, rights and responsibilities for the stakeholders. Similarly, the code of ethics informs the decision making processes as it acts as a point of reference. In any case, the code of ethics is a governance and strategic tool for organizations and is dependent on the organizational structure (Ferrell & Ferrell, 2013). The code of ethics should be compatible with common morality, but also specific to the needs of the organization and its stake holders. This paper first explores the general overview of ethics policies, then focuses on the rationale for a code of ethics and finally proposes a code of ethics. General overview of organizational ethics policies Organizational ethical principles are a recent phenomenon and have tended to bind the actions of board directors. Boards have mostly been governed by procedural practices, by laws and at times by agreements binding the actions of the boards, with agreements spelling out the roles, rights and responsibilities for stakeholders in organizations