Is a Code of Conduct legally required for New Zealand employers?

New Zealand law does not expressly require every employer to have a standalone Code of Conduct document. However, the Employment Relations Act 2000 (ERA) imposes a thorough duty of good faith on employers that practically necessitates written workplace conduct policies. Section 4 of the ERA requires employers to be active and constructive in maintaining a productive employment relationship, to be responsive and communicative, and not to act in a misleading or deceptive manner. A Code of Conduct helps employers meet these obligations by clearly communicating expected standards of behaviour. Additionally, the Human Rights Act 1993 imposes obligations to prevent discrimination and harassment in the workplace, and the Health and Safety at Work Act 2015 requires employers to manage psychosocial risks including harassment and bullying. A Code of Conduct that addresses these matters is an important tool for demonstrating compliance. For companies, the Companies Act 1993 imposes duties on directors (sections 131–149) regarding conflicts of interest and acting in the company's best interests, which a Code of Conduct can supplement.

What anti-discrimination protections apply to New Zealand workplaces?

New Zealand workplaces are subject to thorough anti-discrimination law. The Human Rights Act 1993 (HRA) prohibits discrimination in employment on 13 grounds: sex, marital status, religious belief, ethical belief, colour, race, ethnic or national origins, disability, age, political opinion, employment status, family status, and sexual orientation. The Employment Relations Act 2000 also specifically addresses sexual harassment (section 62) and serious harassment (section 63) in the employment relationship. Under section 62 of the ERA, sexual harassment includes unwelcome or offensive conduct of a sexual nature where the person knew or ought reasonably to have known it was unwelcome. Serious harassment includes a pattern of behaviour that is intimidating, threatening, or humiliating. Employers have an obligation under both the HRA and the ERA to take reasonable steps to prevent and address harassment and discrimination in the workplace. A Code of Conduct that clearly prohibits discrimination and harassment, sets out a reporting procedure, and commits the organisation to investigating complaints is a key component of meeting these obligations. The Human Rights Commission can receive complaints and provide mediation, and the Human Rights Review Tribunal has jurisdiction to award remedies including compensation.

What whistleblower protections apply in New Zealand workplaces?

The Protected Disclosures (Protection of Whistleblowers) Act 2022 replaced the Protected Disclosures Act 2000 and significantly strengthened whistleblower protections in New Zealand. The 2022 Act protects workers (including employees, contractors, and volunteers) who make protected disclosures about serious wrongdoing in or by an organisation. Serious wrongdoing includes unlawful, corrupt, or irregular use of public funds or resources; conduct that poses a serious risk to health, safety, or the environment; and conduct that constitutes a criminal offence or serious misconduct. A protected disclosure must be made to an appropriate authority — which can include the organisation itself (an internal disclosure), or an external authority such as a regulatory agency, the Ombudsman, or a Minister of the Crown. The Act protects disclosers from retaliation: it is unlawful to dismiss, disadvantage, or take detrimental action against a person because they made a protected disclosure. If a worker suffers retaliation, they may raise a personal grievance under the ERA or bring civil proceedings. A Code of Conduct should reference these protections and set out internal reporting channels as an alternative to external disclosure.

How should a New Zealand employer run a disciplinary process that complies with the Employment Relations Act 2000?

Under the Employment Relations Act 2000 (ERA), the duty of good faith (section 4) applies throughout the employment relationship, including during disciplinary processes. The Employment Relations Authority and Employment Court have consistently held that a fair disciplinary process requires: (1) notifying the employee of the allegation in writing with sufficient detail for them to understand and respond; (2) giving the employee a genuine and reasonable opportunity to respond, including a reasonable timeframe to prepare; (3) informing the employee of their right to have a support person present at any meeting (as required by section 97 of the ERA); (4) genuinely considering the employee's response before making a decision — the decision-maker must approach the meeting with an open mind; and (5) notifying the employee of the outcome in writing. Failure to follow a fair process can result in a finding of unjustified dismissal or unjustified action under sections 103 and 104 of the ERA, even if the substantive misconduct or poor performance was genuine. Remedies for an unjustified dismissal may include reinstatement, reimbursement of lost wages, and compensation for hurt and humiliation. A Code of Conduct that sets out a clear, ERA-compliant disciplinary process helps ensure consistent, fair treatment of all employees.

What privacy obligations apply when an organisation handles employee personal information?

The Privacy Act 2020 applies to all organisations that collect, hold, use, or disclose personal information about identifiable individuals, including employees. The Act sets out 13 Information Privacy Principles (IPPs) that govern the full lifecycle of personal information. Key IPPs relevant to employment include: IPP 1 (purpose of collection — personal information must be collected for a lawful purpose connected with an organisation's functions); IPP 3 (collection of personal information must be from the individual themselves where reasonably practicable); IPP 4 (the individual must be told the purpose of collection at or before the time of collection); IPP 6 (individuals have a right to request access to their personal information); IPP 7 (individuals have a right to request correction of inaccurate personal information); IPP 9 (personal information must not be retained longer than necessary); IPP 11 (personal information must not be disclosed to third parties without authorisation or a legitimate ground). Employers who breach the IPPs risk a complaint to the Privacy Commissioner. The Commissioner can investigate and issue a compliance notice, or refer the matter to the Human Rights Review Tribunal, which can award compensation. A Code of Conduct should affirm the organisation's commitment to Privacy Act 2020 compliance and direct employees to the Privacy Policy for detailed obligations.

Code of Conduct (New Zealand)

CODE OF CONDUCT

[Organisation Name]

NZBN: [Organisation NZBN] | [Organisation Address]

Effective Date: [Effective Date]

1. INTRODUCTION AND PURPOSE

This Code of Conduct ("Code") sets out the ethical standards and behavioural expectations of [Organisation Name] (NZBN [Organisation NZBN]) ("the Organisation"). This Code applies to [Scope Description].

The Organisation operates in the [Industry Context] sector and is committed to maintaining the highest standards of professional conduct, integrity, and ethical behaviour. This Code reflects our obligations under New Zealand law, including the Employment Relations Act 2000 (ERA), the Human Rights Act 1993 (HRA), the Health and Safety at Work Act 2015 (HSWA), and the Privacy Act 2020.

All persons to whom this Code applies are expected to read, understand, and comply with its provisions. Compliance with this Code is a condition of engagement with the Organisation. Breaches of this Code may result in disciplinary action, up to and including termination of employment or engagement.

This Code does not replace the individual employment agreements, contractor agreements, company policies, or applicable legislation. It supplements those instruments and should be read consistently with them.

2. OUR CORE VALUES

The following core values underpin this Code and guide the conduct of all persons acting on behalf of the Organisation:

[Core Values]

These values reflect our commitment to ethical leadership, responsible business practices, and creating a workplace where everyone is treated with dignity and respect.

3. PROFESSIONAL CONDUCT AND WORKPLACE BEHAVIOUR

All persons to whom this Code applies are expected to:

Conduct themselves professionally, honestly, and with integrity at all times, including when representing the Organisation externally.
Treat colleagues, clients, suppliers, contractors, and members of the public with courtesy, dignity, and respect.
Comply with all applicable New Zealand laws and regulations, including the Employment Relations Act 2000, the Human Rights Act 1993, and the Health and Safety at Work Act 2015.
Act in good faith in all dealings with the Organisation and its stakeholders, consistent with the obligations of good faith under section 4 of the Employment Relations Act 2000.
Use the Organisation's resources — including time, funds, equipment, and intellectual property — responsibly and for legitimate business purposes.
Maintain professional standards when communicating in person, by email, by telephone, or through any digital channel.
Avoid conduct that could damage the reputation of the Organisation or that is likely to bring the Organisation into disrepute.

4. ANTI-DISCRIMINATION, HARASSMENT, AND BULLYING

The Organisation is committed to providing a workplace free from discrimination, harassment, and bullying. The Organisation strictly prohibits discrimination on the basis of [Protected Grounds].

These obligations arise under the Human Rights Act 1993 and the Employment Relations Act 2000. Under section 62 of the ERA, sexual harassment is defined as any unwelcome or offensive request, statement, or behaviour of a sexual nature where the person making the request or behaving in that way knows or ought reasonably to know that the conduct is unwelcome or offensive. Under section 63 of the ERA, serious harassment includes conduct that is a pattern of behaviour that is intimidating, threatening, or humiliating.

Harassment includes, but is not limited to:

Unwelcome physical contact, gestures, or advances.
Verbal abuse, offensive jokes, or degrading comments related to any protected characteristic.
Display or circulation of offensive material, including via email or digital channels.
Unreasonable and repeated behaviour that creates a risk to health and safety, including workplace bullying.
Victimisation of a person who has made a complaint or supported another person making a complaint.

Complaints of discrimination, harassment, or bullying should be reported to [Reporting Contact]. All complaints will be investigated promptly, confidentially, and fairly. The Organisation will not tolerate retaliation against any person who makes a complaint in good faith.

5. CONFLICTS OF INTEREST

A conflict of interest exists where a person's private interests — financial, personal, or otherwise — could improperly influence, or be perceived to improperly influence, their professional judgement or the discharge of their duties to the Organisation.

Disclosure of conflicts: [Disclosure Process]

Conflicts of interest that must be disclosed include, but are not limited to:

A financial interest in a supplier, customer, competitor, or other party with whom the Organisation deals.
An employment or contracting relationship with a competitor or other conflicted party.
A personal relationship (family, close friendship, or romantic relationship) with a person involved in a transaction or decision.
Receipt of gifts, hospitality, or benefits from third parties beyond the limits set out in section 7 of this Code.
Participation in outside business activities or directorships that conflict with duties to the Organisation.

Directors of the Organisation are subject to additional obligations under sections 131 to 149 of the Companies Act 1993, including the duty to act in the best interests of the company (section 131) and the duty to disclose interests (section 140).

6. CONFIDENTIALITY AND PRIVACY

All persons to whom this Code applies have an obligation to protect the confidential information of the Organisation and of third parties including clients, suppliers, and partners. Confidential information includes: [Confidentiality Examples].

Obligations in relation to confidential information include:

Not disclosing confidential information to any person outside the Organisation without authorisation.
Using confidential information only for legitimate business purposes.
Taking reasonable steps to protect confidential information from unauthorised access, use, or disclosure.
Returning or destroying confidential information belonging to the Organisation upon cessation of employment or engagement.
Complying with the Privacy Act 2020 in relation to personal information about individuals, including the 13 Information Privacy Principles set out in that Act.

The Privacy Act 2020 governs the collection, use, storage, and disclosure of personal information about identifiable individuals. The Organisation's Privacy Policy sets out in detail how the Organisation handles personal information consistent with its obligations under the Privacy Act 2020.

7. GIFTS, HOSPITALITY, AND ANTI-BRIBERY

The Organisation prohibits the offering, giving, soliciting, or accepting of bribes, kickbacks, or corrupt payments in any form. This obligation arises under the Secret Commissions Act 1910, the Crimes Act 1961 (including sections 99 to 107 relating to corruption and bribery), and the Anti-Corruption Convention obligations incorporated into New Zealand law.

Gifts and hospitality of a nominal value — generally not exceeding NZD $50 — may be accepted where they are given without expectation of any particular outcome and would not embarrass the Organisation if publicly disclosed. Gifts or hospitality above this threshold, or any gift or hospitality offered in connection with a decision or transaction, must be declined and reported to the compliance contact.

Any person who is offered or receives a gift, benefit, or hospitality that may constitute a bribe or corrupt payment must report it immediately to [Contact Person] at [Contact Email].

8. USE OF TECHNOLOGY AND DIGITAL RESOURCES

The Organisation's technology systems, devices, networks, and digital resources are provided for business purposes. All use of these resources must comply with this Code and with applicable law, including the Harmful Digital Communications Act 2015, the Privacy Act 2020, and the Crimes Act 1961.

Personal use: [Personal Use Allowed].

Monitoring: [Monitoring Policy].

All persons to whom this Code applies must not:

Use the Organisation's technology to access, create, transmit, or store material that is unlawful, offensive, discriminatory, harassing, or defamatory.
Use the Organisation's systems to conduct outside business activities without prior written approval.
Circumvent or attempt to circumvent the Organisation's information security systems or controls.
Share passwords or access credentials with any other person.
Use the Organisation's systems to send communications that could constitute harmful digital communications under the Harmful Digital Communications Act 2015.

9. HEALTH, SAFETY, AND WELLBEING

The Organisation is committed to providing a healthy and safe working environment for all workers, consistent with its duties as a person conducting a business or undertaking (PCBU) under the Health and Safety at Work Act 2015 (HSWA). The primary duty of care under section 36 of the HSWA requires the Organisation to ensure, so far as is reasonably practicable, the health and safety of its workers.

Responsibility for health and safety: [HS Officer].

All workers have duties under section 45 of the HSWA to take reasonable care for their own health and safety and the health and safety of others who may be affected by their actions, and to cooperate with any reasonable health and safety requirement of the Organisation.

All persons to whom this Code applies must:

Comply with the Organisation's health and safety policies, procedures, and instructions.
Report any health and safety hazard, near-miss, or incident to their manager or the designated health and safety officer as soon as practicable.
Not attend the workplace while under the influence of alcohol or drugs in a manner that adversely affects their ability to work safely.
Participate in health and safety training as required by the Organisation.
Support the Organisation's efforts to promote the physical and psychological wellbeing of all workers.

10. REPORTING CONCERNS AND WHISTLEBLOWING

The Organisation encourages all persons to report concerns about potential breaches of this Code, breaches of the law, or other serious wrongdoing. Reporting channels: [Reporting Channels]

The Protected Disclosures (Protection of Whistleblowers) Act 2022 provides statutory protection for employees who make protected disclosures about serious wrongdoing in or by an organisation. Serious wrongdoing includes unlawful, corrupt, or irregular use of public funds, endangerment to health or safety, and conduct that constitutes an offence.

The Organisation strictly prohibits retaliation against any person who in good faith reports a concern, makes a protected disclosure, participates in an investigation, or refuses to participate in conduct that would breach this Code.

11. BREACHES AND DISCIPLINARY PROCESS

Breaches of this Code may result in disciplinary action. The disciplinary process that will apply is as follows:

[Disciplinary Steps]

The Organisation will follow a fair and transparent disciplinary process consistent with the good faith obligations under the Employment Relations Act 2000. This includes providing the employee with a reasonable opportunity to have a support person present at any disciplinary meeting, consistent with section 97 of the ERA.

Where a breach of this Code also constitutes a breach of applicable law, the Organisation may refer the matter to the relevant law enforcement authorities or regulatory body.

12. GOVERNING LAW AND REVIEW

This Code is governed by the laws of New Zealand, including the Employment Relations Act 2000, the Human Rights Act 1993, the Health and Safety at Work Act 2015, the Privacy Act 2020, and the Companies Act 1993.

This Code will be reviewed at least annually to ensure it remains current and consistent with applicable law. The Organisation may update this Code at any time. Material changes will be communicated to all persons to whom the Code applies.

For questions about this Code, please contact [Contact Person] at [Contact Email].

ACKNOWLEDGEMENT

I acknowledge that I have read, understood, and agree to comply with this Code of Conduct.

Employee / Contractor

________________

Signature

Authorised Representative

________________

Signature

Maintained by Vladislav Sergienko, Founder·Template last modified: 2026-06-23·Report an error

What Is a Code of Conduct (New Zealand)?

A Code of Conduct in New Zealand sets the organisation's rules and expectations on the subject and the responsibilities of staff and users, supporting compliance with the Companies Act 1993.

A Code of Conduct in New Zealand must operate within a thorough legal framework. The Employment Relations Act 2000 (ERA) establishes a duty of good faith that runs throughout the employment relationship, requiring employers to be active and constructive in maintaining a productive employment relationship and to communicate clearly about expectations. The Human Rights Act 1993 (HRA) prohibits discrimination in employment on 13 protected grounds and establishes rights to be free from harassment. The Health and Safety at Work Act 2015 (HSWA) imposes duties on persons conducting a business or undertaking (PCBUs) to manage psychosocial workplace risks, including bullying and harassment. The Privacy Act 2020 governs how organisations must handle personal information about individuals. The Companies Act 1993 imposes statutory duties on directors regarding conflicts of interest, acting in the company's best interests, and avoiding improper use of company information.

A Code of Conduct translates these legal obligations into practical behavioural standards that are accessible to everyone in the organisation. It communicates what the organisation stands for and what is expected of each person who represents it.

Beyond legal compliance, a Code of Conduct serves important business functions. It establishes a shared understanding of organisational values and culture. It provides a framework for consistent decision-making, particularly in ethically ambiguous situations. It demonstrates to clients, investors, regulators, and the public that the organisation is governed responsibly. And it provides a documented basis for taking disciplinary action when standards are not met, consistent with the good faith requirements of the ERA.

For New Zealand companies with directors and officers, a Code of Conduct complements the statutory duties imposed by the Companies Act 1993. Sections 131 to 149 of that Act set out directors' duties, including the duty to act in good faith in the best interests of the company, the duty to avoid conflicts of interest, and the duty to disclose personal interests in transactions. A Code of Conduct reinforces these statutory duties and extends similar standards to all personnel.

When Do You Need a Code of Conduct (New Zealand)?

A Code of Conduct is particularly important at several stages of an organisation's lifecycle and in a range of specific circumstances that commonly arise in New Zealand businesses.

When hiring staff — a Code of Conduct should be provided to new employees as part of their onboarding package. Under the Employment Relations Act 2000, individual employment agreements must contain the agreed terms and conditions of employment. A Code of Conduct, while typically a separate document, forms part of the broader employment framework and should be referred to in the employment agreement. Providing a Code of Conduct at the outset of employment confirms that behavioural expectations are clearly communicated from day one.

When scaling up — as organisations grow and take on more employees, contractors, and business relationships, consistent standards of conduct become increasingly important. Without a written Code, different managers may apply different standards, creating inconsistency and legal risk. A Code of Conduct provides a uniform standard that applies across the organisation regardless of department, seniority, or work location.

After an incident — if the organisation has experienced a workplace harassment complaint, a conflict of interest situation, a data breach, or any other ethical failure, a Code of Conduct review and update is essential. A documented Code provides the framework for investigating and responding to incidents consistently and fairly.

When contracting with government agencies or large corporates — many New Zealand government agencies and listed companies require their suppliers and contractors to maintain and comply with a Code of Conduct as a condition of doing business. A documented Code demonstrates organisational governance maturity.

For regulated industries — organisations operating in regulated industries such as financial services (supervised by the Financial Markets Authority), healthcare, education, or aged care are subject to additional regulatory expectations. A thorough Code of Conduct helps demonstrate compliance with these broader regulatory requirements and professional standards.

Annually — organisations should review and update their Code of Conduct at least once per year to confirm it remains consistent with changes in New Zealand law and evolving established standards in corporate governance and workplace relations.

What to Include in Your Code of Conduct (New Zealand)

A well-drafted New Zealand Code of Conduct should include the following key elements to be legally sound and practically effective.

Scope and application — clearly identify who the Code applies to: employees on individual employment agreements, fixed-term and casual workers, contractors, directors, officers, and volunteers. The Code should also specify where and when it applies — in the workplace, at work-related events and functions, and in online communications that relate to the organisation.

Organisational values — articulate the core values that underpin the Code. These might include integrity, respect, accountability, collaboration, and innovation. Values provide the ethical foundation from which the specific conduct standards flow.

Professional conduct standards — set out the expected standards of professional behaviour: honesty and integrity in all dealings, respectful treatment of colleagues and parties, and compliance with applicable law. Reference the good faith obligations under section 4 of the Employment Relations Act 2000.

Anti-discrimination and harassment — explicitly prohibit discrimination on all 13 grounds under the Human Rights Act 1993 and harassment as defined in the Employment Relations Act 2000. Include a clear reporting procedure and an anti-retaliation commitment.

Conflicts of interest — require disclosure of all actual and potential conflicts of interest. Address the additional obligations of directors under sections 131–149 of the Companies Act 1993.

Confidentiality and privacy — require protection of confidential information and compliance with the Privacy Act 2020 and its 13 Information Privacy Principles.

Anti-bribery — prohibit all forms of bribery and corrupt conduct, referencing the Secret Commissions Act 1910 and the Crimes Act 1961.

Technology use — set rules for use of the organisation's technology systems, consistent with the Harmful Digital Communications Act 2015 and the Privacy Act 2020.

Health and safety — affirm the organisation's HSWA 2015 obligations and the duties of workers under section 45 of that Act.

Whistleblowing — provide internal reporting channels and reference protections under the Protected Disclosures (Protection of Whistleblowers) Act 2022.

Disciplinary process — set out a fair ERA-compliant disciplinary process, including the right to a support person under section 97 of the ERA.

Governing law and review — state that the Code is governed by New Zealand law and commit to annual review. The forms-legal.com Code of Conduct (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.

Cite this page

Reference this free template in an article, syllabus, or research note:

APA

Forms Legal. (2026). Code of Conduct (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/corporate/code-of-conduct-new-zealand

MLA

"Code of Conduct (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/corporate/code-of-conduct-new-zealand.

BibTeX

@misc{formslegal-code-of-conduct-new-zealand,
  author       = {{Forms Legal}},
  title        = {Code of Conduct (New Zealand) (New Zealand)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/new-zealand/business/corporate/code-of-conduct-new-zealand}},
  note         = {Free legal document template. Based on Companies Act 1993}
}

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Frequently Asked Questions

Based on Companies Act 1993 — Template last modified June 2026Verify the source →

This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

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