B-1 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Module B Professional Ethics “I have gained this by philosophy: That I do without being commanded what others do only from fear of the Law.” - Aristotle

B-2 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Module Topics General Ethics Philosophical Principles in Ethics Independence and Integrity Rules and Issues Rules of Conduct Regulation and Quality Control

B-3 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. General Ethics Ethics that branch of philosophy which is the systematic study of reflective choice, of the standards of right and wrong by which it is to be guided, and of the goods toward which it may ultimately be directed. - Wheelwright, 1959 Key elements –Decision problems –Moral principles –Consequences

B-4 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Philosophical Principles in Ethics The Imperative Principle (Kant) The Principle of Utilitarianism –Rule Utilitarianism The Generalization Argument

B-5 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. An Ethical Decision Process Define all facts and circumstances Identify stakeholders. Identify stakeholders’ rights and obligations in general and to each other. Identify alternatives and consequences Choose superior alternative with respect to consequences and/or rules.

B-6 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Principles Basic tenets of ethical conduct Responsibilities - exercise sensitive professional and moral judgment Public Interest - honor the public trust Integrity - perform responsibilities with the highest sense of integrity Objectivity - impartial, unbiased, and independence. Free of conflicts of interest and independent in fact and appearance” Due care - diligence, competence, thorough, prompt Scope and nature of services - observe the principles when considering the scope and nature of services provided.

B-7 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Code of Professional Conduct Ideal standards of ethical conduct Minimum standards of ethical conduct stated as specific rules Interpretations of the rules by the AICPA division of professional ethics Published explanations and answers to questions about rules of Conduct Principles Rules of Conduct Interpretations Ethical Rulings

B-8 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES and INTERPRETATIONS –Rules of Conduct (ENFORCEABLE) –Interpretations (ENFORCEABLE) and Ethics Rulings –Authority is derived from the BY-LAWS of the AICPA

B-9 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence A member in public practice shall be independent in the performance of professional services as required by standards promulgated by bodies designated by council

B-10 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Independence SEC –Financial employment relationships –Nonaudit services –Disclosures about fees –Independence Standards Board (ISB) ISB 1: Independence discussions with Audit Committees ISB 2: Certain Independence Implications of Audits of Mutual Funds and Related Entities ISB 3: Employment with Audit Clients PCAOB AICPA –AICPA Code of Professional Conduct Rule 101 Government Independence Standards

B-11 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Non Audit Services Prohibited by SEC Bookkeeping or accounting records. Appraisal or valuation Internal audit Human resources Legal services Financial information systems Actuarial services Management functions Broker-dealer Expert services

B-12 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence Applies to attestation engagements (audits and reviews). Financial Relationships –No DIRECT financial interest –No MATERIAL INDIRECT financial interests –No MATERIAL JOINT VENTURES with client, officers, directors, or shareholders –No LOANS – (except normal lending practices, collateral required) Managerial Relationships –Cannot act as a PROMOTER, UNDERWRITER, or equivalent to an employee (DECISION-MAKING)

B-13 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Who is a Member? A member is (AICPA) All individuals participating in an engagement An individual in a position to influence the engagement A partner or manager who provides nonattest services to an attest client. A partner in the office where engagement partner practices The firm’s benefit plan An entity that can be controlled by any person considered a member Note: SEC calls them “covered members”

B-14 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence A member cannot Have a direct financial interest in a client Have a materially indirect financial interest in a client Be a trustee or executor if the trust or estate had a direct or material indirect interest in a client Have a joint investment with a client, officer, or stockholder that was material Be a promoter, underwriter, voting trustee, director, officer or employee Be a trustee of any pension or profit sharing trust of the client

B-15 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence For the purpose of independence Immediate family members have the same restrictions as the member –Spouse, spousal equivalent, or dependent cannot have A direct financial interest A material indirect financial interest Hold a position of influence with an audit client Close relative –All immediate family members and parents, siblings, or nondependent child cannot Ownership or control of an audit client Employment with a client in an audit sensitive position

B-16 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence Write-up services are allowed if Client understands and accepts the statements as their own Auditor does not assume a role of employee or management No other relationship that impairs integrity and objectivity Exception: Cannot do write-up services for SEC clients

B-17 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence Loans from financial institutions are permitted 1)Obtained prior to 2/5/01 under old rules 2)Obtained prior to the lender becoming a client 3)Loan was sold to an attest client 4)Loan was obtained before the CPA became a member 5)Loans on life insurance 6)Fully collateralized by cash deposits, loans, leases, etc. 7)Credit cards and cash advances less then $5000

B-18 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence Threatened litigation impairs independence if management and the auditors are suing each other Lawsuits from third-parties do not effect independence Management Auditor

B-19 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Independence Financial interest in a nonclient may impair independence when the nonclient has a financial interest in the client AuditorNonclientClient Owns Audit

B-20 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Employment with a client SEC—One year “cooling off” period AICPA—report conversations –Remove from engagement –Review work –If employee accepts position Additional review of next engagement

B-21 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule 102 – Integrity and Objectivity Free of conflicts of interest –A conflict of interest may exist when there is a significant relationship with a person, entity, product, or service that could be viewed as impairing the members objectivity Not knowingly misrepresent facts Do not subordinate judgments to others. Cannot knowingly make false or misleading entries in an entities financial records.

B-22 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule 102 – Integrity and Objectivity If disagreements concerning the preparation of financial statements or the recording of transactions exist Take the supervisor’s position if acceptable Report to higher level if supervisors position is not acceptable Consider resigning if upper management will not take appropriate action.

B-23 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule 201 – General Standards Following professional standards and interpretations Perform only those services that can be completed with professional competence Exercise due professional care Adequately plan and supervise all engagements Obtain sufficient relevant data to afford a reasonable basis for all conclusions and recommendations

B-24 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule 201 – General Standards Professional competence 1)Technical qualifications of a professional 2)Ability to supervise and evaluate work 3)Knowledge of all technical subject matter 4)Ability to exercise judgment 5)Ability to research and consult

B-25 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Confidentiality of Client Information A CPA cannot disclose confidential information without client's consent Exceptions: –To remain in compliance with standards –If workpapers are subpoenaed by court –As part of a peer or quality review of practice –As part of an ethics violation for state board of accountancy investigation.

B-26 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Contingent Fees Fees based on a particular FINDING or OUTCOME Not permitted for ATTEST ENGAGEMENTS Not contingent if: –Fixed by courts –Based on HOURS WORKED or SERVICES PROVIDED Allowed for NON-ATTEST (Tax, Consulting, Expert Witness) engagements

B-27 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule ACTS DISCREDITABLE A member shall not commit an act discreditable to the profession. Discrimination Failure to follow Gov. Standards on a Gov. audit Making false or misleading journal entries Failure to met requirements of a Gov. body, commission, or regulatory body Disclosure of CPA examination questions or answer

B-28 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule 502 -Advertising Advertising and solicitation of new clients is permitted Advertising: Cannot be “False, Misleading, or Deceptive” –Cannot create False or Unjustified Expectations of Favorable Results –Cannot State Ability to Influence Third Parties –Cannot Underestimate Fees

B-29 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule COMMISSIONS AND REFERRALS COMMISSIONS: recommending the products or services of clients or third parties (non-CPA) –permitted for non-attest, if disclosed –prohibited for attest engagements REFERRALS: recommending the services of CPAs –permitted for any engagement, if disclosed

B-30 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. RULES OF CONDUCT Rule Form of Organization and Name A firm can practice in any form permitted by state including: – Limited Liability Partnership (LLP) – Limited Liability Corporation (LLC) Name should not be misleading All partners must be CPAs or members

B-31 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. Regulation and Quality Control Self-Regulatory Discipline –AICPA –State Societies of CPAs Public Regulation Discipline –State Board of Accountancy –SEC –IRS

B-32 McGraw-Hill/Irwin ©2005 by the McGraw-Hill Companies, Inc. All rights reserved. ENFORCEMENT OF THE CODE OF CONDUCT Settlement Offer Acquittal Complaint Preliminary Ethics Letter of Admonishment Received Investigation Committee Corrective Continuing Action Education TrialDisposition Board (acquit, admonish, suspend, expulsion)