1. Professional Ethics

2. McGraw-Hill/Irwin © 2004 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 © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-3 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

4. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-4 Independence Appearance Fact Rules have to be based on appearance because fact or objectivity is difficult to enforce.

5. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-5 Covered Members 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

6. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-6 Independence Rule—Interpretation 101-1 Section Applies to: A. Has direct or material indirect financial interest, loan, or joint business invest- Covered Members ment; trustee or administrator of estate or trust that has such interest B. Owns 5% or more of client’s outstanding All Partners and equity or other ownership interest Professional Staff C. Simultaneously associated with client as All Partners and director, officer, employee, etc. Professional Staff

7. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-7 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

8. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-8 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

9. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-9 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

10. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-10 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

11. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-11 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 Allowable commissions received must be disclosed to the client

12. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-12 IIA Code of Ethics--Principles Internal auditors are expected to apply and 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 communicating 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 obligation to do so. Competency. Internal auditors apply the knowledge, skills, and experience needed in the performance of internal auditing services.

13. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-13 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.

14. McGraw-Hill/Irwin © 2004 The McGraw-Hill Companies, Inc., All Rights Reserved. 3-14 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.