Section 1 - Summary Logic
Govern→
Embed→
Control→
Enable→
Assure→
Improve
The CEO question this OS answers
"How do we ensure sustainability, ethics, and responsible business principles are embedded into how we lead, make decisions, manage risk, and create long-term value?"
The Governance & Ethics Operating System establishes the organisational foundation required for responsible business - integrating sustainability into governance structures, leadership accountability, policies, decision-making processes, risk management, culture, and assurance mechanisms.
The purpose is to move governance beyond compliance - creating an enterprise system where responsible behaviour, ethical choices, and sustainability outcomes are built into the way the organisation operates.
Section 2 - CEO Takeaway
The transformation
The Governance & Ethics OS ensures sustainability becomes "how we run the organisation" - rather than a set of commitments managed separately from the business.
Without this OS
Sustainability commitments managed separately from core business. Governance as a compliance exercise. Ethics policies that exist but are not lived.
With this OS
Sustainability embedded into how the organisation is led and governed. Ethical decision-making built into every level. Accountability that is clear, measured, and trusted.
This OS creates the foundation that enables all other Operating Systems to function
Decarbonisation OS
Water Stewardship OS
Biodiversity OS
Circular Economy & Waste OS
Human Rights OS
Supply Chain Due Diligence OS
Climate Adaptation OS
Section 3 - Operating System Architecture
How do we create an organisation that is accountable, ethical, and trusted? The seven-layer architecture flows from governance foundation through to continuous improvement.
1
Governance foundation
Establish leadership ownership and accountability
Building blocks
Board oversight and accountability
Executive ownership
Governance structures and committees
Decision rights
Sustainability governance model
Roles and responsibilities
Three lines of defence model
Key questions
Who owns sustainability and ethical outcomes?
Are responsibilities clearly defined?
Is sustainability embedded into enterprise governance?
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2
Purpose, values & ethical framework
Define the principles that guide organisational behaviour
Building blocks
Corporate purpose
Organisational values
Code of conduct
Ethical principles
Responsible business commitments
Stakeholder commitments
Leadership expectations
Key questions
What behaviours define our organisation?
How do we make responsible decisions when trade-offs arise?
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3
Policy, standards & control system
Translate principles into operational requirements
Building blocks
Governance policies
Ethics policies
Anti-bribery controls
Conflict of interest management
Compliance standards
Responsible sourcing requirements
Data and technology ethics principles
Key questions
Do we have the right controls in place?
Are expectations consistently applied across the organisation?
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4
Risk management & strategic decision integration
Embed sustainability and ethics into business decisions
Building blocks
Enterprise risk management integration
ESG risk identification
Risk appetite framework
Scenario analysis
Strategic planning integration
Investment decision criteria
M&A due diligence considerations
Key questions
Are sustainability risks considered before decisions are made?
Are long-term impacts reflected in business choices?
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5
Culture, capability & incentives
Create behaviours that support responsible business
Building blocks
Leadership behaviours
Employee training
Ethics awareness
Sustainability capability building
Performance objectives
Incentive alignment
Speak-up culture
Key questions
Do people understand what responsible behaviour means?
Are incentives aligned with our commitments?
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6
Stakeholder accountability & transparency
Build trust through engagement and openness
Building blocks
Stakeholder engagement
Transparency mechanisms
Grievance systems
Whistleblowing channels
External commitments
Public accountability
Reputation management
Key questions
Are we listening to those affected by our decisions?
Can stakeholders trust our actions?
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7
Monitoring, assurance & continuous improvement
Ensure governance effectiveness over time
Building blocks
Compliance monitoring
Internal audit
External assurance
Ethics investigations
Governance effectiveness reviews
Performance indicators
Continuous improvement processes
Key questions
Is our governance system working?
Are we learning and improving?
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Outcomes
Accountable leadership
Ethical decision-making
Reduced compliance and reputation risk
Stronger stakeholder trust
Responsible business culture
Sustainability embedded into enterprise strategy
Section 4 - Relevant Frameworks
All framework references link to the original source document. Scores and assessments in this OS are based on official texts only.
Corporate Governance & Responsible Business
OECD CG Principles
OECD Principles of Corporate Governance
Organisation for Economic Co-operation and Development
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OECD MNE Guidelines
OECD Guidelines for Multinational Enterprises on Responsible Business Conduct
Organisation for Economic Co-operation and Development
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UN Global Compact
UN Global Compact Ten Principles
United Nations
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UN GPs
UN Guiding Principles on Business and Human Rights
UN Office of the High Commissioner for Human Rights
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Management Systems & Controls
ISO 37301:2021
Compliance Management Systems - Requirements with Guidance
International Organization for Standardization
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ISO 37001:2016
Anti-Bribery Management Systems - Requirements with Guidance
International Organization for Standardization
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ISO 31000:2018
Risk Management - Guidelines
International Organization for Standardization
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COSO ICIF
Internal Control - Integrated Framework
Committee of Sponsoring Organizations of the Treadway Commission
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Sustainability Governance & Disclosure
IFRS S1
General Requirements for Sustainability-related Financial Disclosures
ISSB - International Sustainability Standards Board
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CSRD / ESRS 2
ESRS 2 - General Disclosures (Governance, Strategy, Risk Management, Metrics & Targets)
EFRAG - European Financial Reporting Advisory Group
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GRI Governance
GRI Governance-related Disclosures
Global Reporting Initiative
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