1. Professional Ethics Chapter 3

2. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-2 Steps in Resolving an Ethical Dilemma  Identify the problem  Identify possible courses of action  Identify any constraints relating to the decision  Analyze the likely effects of the possible courses of action  Select the best course of action

3. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-3 AICPA Professional Ethics

4. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-4 The Rules of the AICPA Code of Professional Conduct RuleTitle 101Independence 102Integrity and Objectivity 201General Standards 202Compliance with Standards 203Accounting Standards 301Confidential Client Information 302Contingent Fees 501Acts Discreditable 502Advertising and Other Forms of Solicitation 503Commissions and Referral Fees 504(Deleted) 505Form of Organization and Name

5. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-5 Independence  Independence of mind (actual independence)  Independence of appearance Both are required.

6. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-6 AICPA Conceptual Framework for Independence  The AICPA Conceptual Framework for Independence is used to evaluate threats to independence. When a threat arises, the approach considers Whether the Code directly addresses the threat If the Code does not directly address the threat, the auditor considers whether adequate safeguards exist to eliminate the threat to independence  The perspective used throughout is whether a reasonable person, aware of all the relevant facts would conclude that an unacceptable risk of non-independence exists.

7. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-7 Threats to Independence (and an example of each)  Self-Review—CPA firm has provided consulting services that relate to audit  Advocacy of client—CPA promotes client securities as part of an initial public offering  Adverse Interest— Litigation between client and CPA firm  Familiarity—Spouse holds a key position with client  Undue Influence--Pressure from client to reduce audit procedures  Financial Self-Interest of CPA—CPA owns stock in the client  Management Participation—CPA Serves as officer of client

8. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-8 Independence Safeguards  Created by profession, legislation or regulation (e.g., education requirements)  Implemented by attest client (e.g., effective board of director oversight)  Put in place by CPA firm (e.g., stressing importance of independence)

9. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-9 Summary of Conceptual Framework Approach for Evaluating Threats to Independence (Figure 3.4)

10. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-10 Covered Members Interpretation 1 of Rule 101 is particularly important for understanding independence. It relies in part on the concept of a “covered member.” Covered Members include  Staff working on the attest engagement  An individual who may influence the attest engagement  A partner in the office in which the partner in charge of the attest engagement primarily practices  Partners or managers that provide a specified amount of nonattest services to client  The public accounting firm and its employee benefit plan  Any entity controlled by one or more of the above

11. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-11 Independence Rule—Interpretation 101-1 A. Section Has direct or material indirect financial interest, loan, or joint business invest- ment; trustee or administrator of estate or trust that has such interest Applies to: Covered Members B.Owns 5% or more of client ’ s outstanding equity or other ownership interest All Partners and Professional Staff C.Simultaneously associated with client as director, officer, employee, etc. All Partners and Professional Staff

12. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-12 Financial Interests DirectIndirect Example Investment in client, such as owning capital stock or providing a loan Investment in a mutual fund, which in turns owns capital tock of a client Type allowed for individual CPA to retain independence NoneImmaterial

13. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-13 Classes of Relatives  Immediate family of covered member— generally rules are same as for member with a couple of exceptions  Close relatives of attest engagement team members, individuals in a position to influence the attest engagement, and partners in the engagement office—no close relatives in key positions or having material financial interests  Other relatives and friends—generally do not present a problem

14. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-14 Consulting Services Prohibited by the Sarbanes-Oxley Act  Bookkeeping  Financial systems design and Implementation  Appraisal or valuation services  Actuarial services  Internal audit outsourcing  Management functions or human resource services  Investment services  Legal services and expert services  Certain tax services

15. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-15 Rule 202 Standards Technical Body  Auditing Standards Board (ASB)  Management Consulting Services Executive Committee (MCSEC)  Accounting and Review Services Committee (ARSC)  ASB, MCSEC, and ARSC  FASB, GASB and FASAC Standards  Statements on Auditing Standards  Statements on Standards for Consulting Services  Statements on Standards for Accounting and Review Services  Statements on Standards for Attestation Engagements  FASB, GASB and FASAC Statements and related Interpretations

16. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-16 Allowable Contingent Fees and Commissions  Allowable for clients for which the CPA provides none of the following services: An audit or review of financial statements A compilation of financial statements expected to be used by a third party and does not disclose a lack of independence An examination of prospective financial information  Contingent fees are not allowed to prepare an original or amended tax return or claim for tax refund (Note: All tax contingent fees are prohibited under PCAOB Standards)  Allowable commissions received must be disclosed to the client

17. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-17 Retaining Client Records Retaining client records may be considered an act discreditable to the profession. Rules: Client prepared records—should always be returned to the client. Client records prepared by the CPA (e.g. payroll records)—should be provided to client, except they may be withheld if they are incomplete or fees are due for them. Supporting records (e.g., adjusting entries)—should be provided to client, but may be withheld if fees are due for them. CPA working papers (e.g., audit programs)—CPA’s property and need not be provided to client, unless required by law.

18. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-18 IIA Code of Ethics--Principles Internal auditors are expected to apply & uphold the following principles:  Integrity. The integrity of internal auditors establishes trust and thus provides the basis for reliance on their judgment.  Objectivity. Internal auditors exhibit the highest level of professional objectivity in gathering, evaluating, and communi- cating information about the activity or process being examined. Internal auditors make a balanced assessment of all the relevant circumstances and are not unduly influenced by their own interests or by others in forming judgments.  Confidentiality. Internal auditors respect the value and ownership of information they receive and do not disclose information without appropriate authority unless there is a legal or professional obliga- tion to do so.  Competency. Internal auditors apply the knowledge, skills, and experience needed in the performance of internal auditing services.

19. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-19 IIA Code of Ethics— Rules of Conduct 1. Integrity; Internal auditors:.1 Shall perform their work with honesty, diligence, and responsibility..2 Shall observe the law and make disclosures expected by the law and the profession..3 Shall not knowingly be a party to any illegal activity, or engage in acts that are discreditable to the profession of internal auditing or to the organization..4 Shall respect and contribute to the legitimate and ethical objectives of the organization. 2. Objectivity; Internal Auditors:.1 Shall not participate in any activity or relationship that may impair or be presumed to impair their unbiased assessment. This participation includes those activities or relationships that may be in conflict with the interests of the organization..2 Shall not accept anything that may impair or be presumed to impair their professional judgment..3 Shall disclose all material facts known to them that, if not disclosed, may distort the reporting of activities under review.

20. McGraw-Hill/Irwin © 2008 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-20 IIA Code of Ethics— Rules of Conduct 3. Confidentiality; Internal auditors:.1 Shall be prudent in the use and protection of information acquired in the course of their duties..2 Shall not use information for any personal gain or in any manner that would be contrary to the law or detrimental to the legitimate and ethical objectives of the organization. 4 Competency; Internal auditors.1 Shall engage only in those services for which they have the necessary knowledge, skills, and experience..2 Shall perform internal auditing services in accordance with the Standards for the Professional Practice of Internal Auditing..3 Shall continually improve their proficiency and the effectiveness and quality of their services.