Code of Conduct

What a code of conduct is

A code of conduct (مدونة السلوك الوظيفي), also called an employee code of conduct, is the document that sets out the conduct expected of the people who work in an establishment: what they must do, what is prohibited, and how a breach is reported.

How a code of conduct differs from a list of values

Values describe what an establishment believes in. A code of conduct describes specific conduct that can be observed. “We respect one another” is a value. “A colleague’s performance is not discussed in front of others” is a clause of a code of conduct, because it is possible to tell whether it happened or not.

A code of conduct that does not come down to this level becomes a declaration, not a reference that people can turn to when a disagreement arises.

What a code of conduct can cover

A code of conduct can cover the following subjects:

• Conflict of interest. It covers two cases of a conflict of interest: working for a competitor, and contracting with a party in which the employee holds an interest.
• Gifts and hospitality. The code states what may be accepted and what is returned, and the threshold above which a gift or an offer of hospitality has to be disclosed.
• Confidentiality. It covers how the data of customers and the data of employees are handled.
• Conduct towards others. It sets the rules of respect and the rules for preventing workplace harassment.
• The reporting channel. It states to whom a report of a breach is raised, and it gives an assurance that the person who reports will not be harmed for doing so.

How a code of conduct relates to the work regulation

A code of conduct is not a substitute for the work regulation (لائحة تنظيم العمل), and it does not inherit the work regulation’s authority. Penalties are not drawn from a code of conduct. They are drawn from the list that Article 66 of the Saudi Labor Law (نظام العمل) confines them to, and from what the work regulation provides.

The work regulation is a statutory document. Article 12 of the Labor Law has the Ministry of Human Resources and Social Development issue one or more unified models for the work regulation, covering the rules of work organisation and the provisions connected with them, including the provisions on violations and disciplinary penalties. Article 12 of the Labor Law also has the Ministry set the controls and mechanisms for approving work regulations.

Article 13 of the Labor Law obliges every employer to prepare a work regulation for its establishment in accordance with the model prepared by the Ministry, and allows the Minister to grant an exemption from that obligation. Article 13 of the Labor Law then allows the employer to include further terms in the regulation, provided they do not conflict with the Labor Law, its Implementing Regulation or the decisions issued under it. Finally, Article 13 of the Labor Law requires the employer to announce the work regulation, and any amendment made to it, in a visible place in the establishment or by any other means that ensures those subject to it know its provisions.

The approval route is set out in the Implementing Regulation (اللائحة التنفيذية), issued by Ministerial Decision No. 115921 and in force since 19 February 2025. Article 4 of the Implementing Regulation separates two routes:

• A regulation prepared by the establishment. It must be reviewed and certified by one of the law firms approved on the Ministry’s website and then submitted to the competent department of the Ministry, under the procedures that department sets.
• The model work regulation. An establishment with fewer than 50 workers may adopt it electronically, without any amendment or addition, and an electronic certificate is issued for it.

The figure of 50 workers in Article 4 of the Implementing Regulation separates the two routes. It does not release any establishment from the obligation in Article 13 of the Labor Law.

The model work regulation annexed to the Implementing Regulation includes a chapter on violations and penalties, together with schedules of violations and penalties. That chapter is part of the work regulation, not of a code of conduct.

Article 66 of the Labor Law lists the disciplinary penalties that the employer may impose on the worker, and the list is closed:

• a warning;
• a fine;
• withholding an increment, or deferring it, for no more than one year, where the increment has been established by the employer;
• deferring promotion for no more than one year, where the promotion has been established by the employer;
• suspension from work without pay;
• dismissal from work in the cases set out in the Labor Law.

Article 67 of the Labor Law bars the employer from imposing on the worker any penalty that is not provided for in the Labor Law or in the work regulation. The test in Article 67 of the Labor Law has two sources, the Labor Law and the work regulation, and a code of conduct is neither of them.

Anyone who wants a penalty for a breach of a clause in a code of conduct must therefore look to what the Labor Law or the work regulation provides. A code of conduct by itself is not a source of any penalty.

Royal Decree M/44 of 1446H did not amend Articles 12, 13, 66 or 67 of the Labor Law. Articles 12 and 13 of the Labor Law were last amended by Royal Decree M/46 of 1436H. The statutory side of the work regulation, including its place as one of the two sources of penalties, is covered in our guide to the work organisation regulation.

How a code of conduct differs from organisational culture

A code of conduct is conduct as it is written, and organisational culture is conduct as it actually happens. The gap between the two shows in what happens the first time someone important in the establishment breaches the code.

This is an explanation of the concept and of the statutory provisions cited, not legal advice.