Hollinger adopts new code of conduct

Hollinger International, the US publishing group allegedly used as a “piggy bank” by Conrad Black, its ousted chairman and chief executive, has adopted a new code of conduct.

The company, which is seeking $542m in damages from Lord Black and other former directors, has strengthened rules on fair dealing, auditing, use of e-mails, and corporate entertaining following a damning investigation of its former management.

One section says: “If an employee is having difficulty determining whether a specific gift or entertainment item lies within the bounds of acceptable business practice, he or she should ask these guiding questions: It is legal? Is it clearly business-related? Is it moderate, reasonable, and in good taste? Would public disclosure embarrass Hollinger?”

A report by a special committee at Hollinger, published earlier this year, accused Lord Black of “aggressive looting”, “fiduciary abuses” and “fraudulent acts” at the company behind the Chicago Sun-Times and other titles. The inquiry, detailing Lord Black's lavish lifestyle, said the company was used as a “piggy bank”.

The rules on “honest and ethical conduct”, designed to meet new standards required by the New York Stock Exchange, were published in a filing to the Securities and Exchange Commission yesterday. The Sarbanes-Oxley Act requires companies to disclose whether they have a code of ethics for senior financial officers and if not, to explain why not.

Among the alleged abuses at Hollinger cited in the 500-page special report by Richard Breeden, a former SEC chairman, were excessive management fees paid to Lord Black and his associates, as well as expense claims for stereo equipment, opera tickets and use of corporate jets. Lord Black has vehemently denied any wrongdoing and launched a C$800m (US$670m) libel claim in the Canadian courts against the company. He has also vowed to clear his name following the SEC's launch of civil fraud charges.

The former Hollinger chairman and other one-time directors have already secured one important legal victory over the company. In October, the district court of Northern Illinois dismissed a $1.25bn damages claim by Hollinger International against Lord Black and others under racketeering laws.

A spokesman for Lord Black said he had always upheld a high standard of ethical conduct while at Hollinger International. “He remains confident that when these allegations are finally brought before a court of justice, the facts will show he acted properly,” the official added. Yesterday's filing said the code of conduct would provide employees with specific mechanisms for reporting illegal or unethical behaviour. Hollinger International made no comment.