APES 110 Code of Ethics for Professional Accountants [Supersedes APES 110 Code of Ethics for Professional Accountants (Issued in June 2006 and subsequently amended in February 2008)] ISSUED: December 2010 Copyright © 2010 Accounting Professional & Ethical Standards Board Limited (“APESB”). All rights reserved. Apart from fair dealing for the purpose of study, research, criticism and review as permitted by the Copyright Act 1968, no part of these materials may be reproduced, modified, or reused or redistributed for any commercial purpose, or distributed to a third party for any such purpose, without the prior written permission of APESB.

Any permitted reproduction including fair dealing must acknowledge APESB as the source of any such material reproduced and any reproduction made of the material must include a copy of this original notice. CONTENTS Page 1 2 100 110 120 130 140 150 200 210 220 230 240 250 260 270 280 290 291 300 310 320 330 340 350 SCOPE AND APPLICATION…………………………………………………………………….. DEFINITIONS …………………………………………………………………………………………… 3 4

PART A: GENERAL APPLICATION OF THE CODE …………………………………………. 11 Introduction and Fundamental Principles ……………………………………………………….. 12 Integrity ……………………………………………………………………………………………………… 17 Objectivity ………………………………………………………………………………………………….. 18 Professional Competence and Due Care …………………………………………………………. 9 Confidentiality ……………………………………………………………………………………………. 20 Professional Behaviour ………………………………………………………………………………… 22 Introduction ………………………………………………………………………………………………… 24 Professional Appointment …………………………………………………………………………….. 28 Conflicts of Interest ……………………………………………………………………………………… 1 Second Opinions …………………………………………………………………………………………. 33 Fees and Other Types of Remuneration ………………………………………………………….. 34 Marketing Professional Services ……………………………………………………………………. 36 Gifts and Hospitality ……………………………………………………………………………………. 37 Custody of client Assets ……………………………………………………………………………….. 8 Objectivity – All Services …………………………………………………………………………….. 39 Independence – Audit and Review Engagements …………………………………………….. 41 Independence –Other Assurance Engagements ……………………………………………….. 92 Introduction ……………………………………………………………………………………………… 121 Potential Conflicts …………………………………………………………………………………….. 24 Preparation and Reporting of Information ……………………………………………………. 125 Acting with Sufficient Expertise …………………………………………………………………. 127 Financial Interests …………………………………………………………………………………….. 128 Inducements …………………………………………………………………………………………….. 130 PART B: MEMBERS IN PUBLIC PRACTICE……………………………………………………… 23 AUST] PREFACE: SECTIONS 290 AND 291 ………………………………………………………. 40 PART C: MEMBERS IN BUSINESS …………………………………………………………………. 120 TRANSITIONAL PROVISIONS ………………………………………………………………………… 132 CONFORMITY WITH INTERNATIONAL PRONOUNCEMENTS ……………………… 133 2 1 1. 1 SCOPE AND APPLICATION Accounting Professional & Ethical Standards Board Limited (APESB) issues APES 110 Code of Ethics for Professional Accountants (this Code).

This Code is operative from 1 July 2011 and supersedes APES 110 Code of Ethics for Professional Accountants (issued in June 2006 and subsequently amended in February 2008). Earlier adoption of this Code is permitted. Transitional provisions relating to Public Interest Entities, partner rotation, non-assurance services, Fees – relative size, compensation and evaluation policies apply from the date specified in the respective transitional provisions (refer page 132). All Members in Australia shall comply with APES 110 including when providing Professional Services in an honorary capacity.

All Members practicing outside of Australia shall comply with APES 110 to the extent to which they are not prevented from so doing by specific requirements of local laws and/or regulations. This Code is not intended to detract from any responsibilities which may be imposed by law or regulation. AUASB has issued auditing standards as legislative instruments under the Corporations Act 2001 (the Act). For audits and reviews under the Act, those standards have legal enforceability.

To the extent that those auditing standards make reference to relevant ethical requirements, the requirements of APES 110 have legal enforceability due to Auditing Standard ASA 102 Compliance with Ethical Requirements when Performing Audits, Reviews and Other Assurance Engagements. All references to Professional Standards, guidance notes and legislation are references to those provisions as amended from time to time. In applying the requirements outlined in this Code, Members shall be guided, not merely by the words, but also by the spirit of this Code. . 2 1. 3 1. 4 1. 5 1. 6 3 2 DEFINITIONS In this Code of Ethics for Professional Accountants the following expressions have the following meanings assigned to them: [AUST] AASB means the Australian statutory body called the Australian Accounting Standards Board that was established under section 226 of the Australian Securities and Investments Commission Act 1989 and is continued in existence by section 261 of the Australian Securities and Investments Commission Act 2001.

Acceptable Level means a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the Member at that time, that compliance with the fundamental principles is not compromised. [AUST] Administration means an insolvency arrangement arising from an appointment, other than a members‘ voluntary liquidation, under which an insolvent entity operates. Advertising means the ommunication to the public of information as to the services or skills provided by Members in Public Practice with a view to procuring professional business. Assurance Client means the responsible party that is the person (or persons) who: (a) (b) In a direct reporting engagement, is responsible for the subject matter; or In an assertion-based engagement, is responsible for the subject matter information and may be responsible for the subject matter.

Assurance Engagement means an engagement in which a Member in Public Practice expresses a conclusion designed to enhance the degree of confidence of the intended users other than the responsible party about the outcome of the evaluation or measurement of a subject matter against criteria. This includes an engagement in accordance with the Framework for Assurance Engagements issued by the AUASB or in accordance with specific relevant standards, such as International Standards on Auditing, for Assurance Engagements.

Assurance Team means: (a) All members of the Engagement Team for the Assurance Engagement; (b) All others within a Firm who can directly influence the outcome of the Assurance Engagement, including: (i) those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the Assurance Engagement partner in connection with the performance of the Assurance Engagement; those who provide consultation regarding technical or industry specific issues, transactions or events for the Assurance Engagement; and ii) (iii) those who provide quality control for the Assurance Engagement, including those who perform the Engagement Quality Control Review for the Assurance Engagement. 4 [AUST] AuASB means the Auditing and Assurance Standards Board which issued Australian auditing and assurance standards up to 30 June 2004, under the auspices of the Australian Accounting Research Foundation, a joint venture of CPA Australia and the Institute of Chartered Accountants in Australia. AUST] AUASB means the Australian statutory body called the Auditing and Assurance Standards Board established under section 227A of the Australian Securities and Investments Commission Act 2001. Audit Client means an entity in respect of which a Firm conducts an Audit Engagement. When the client is a Listed Entity, Audit Client will always include its Related Entities. When the Audit Client is not a Listed Entity, Audit Client includes those Related Entities over which the client has direct or indirect control.

Audit Engagement means a reasonable Assurance Engagement in which a Member in Public Practice expresses an opinion whether Financial Statements are prepared, in all material respects (or give a true and fair view or are presented fairly, in all material respects,), in accordance with an applicable financial reporting framework, such as an engagement conducted in accordance with Auditing and Assurance Standards. This includes a statutory audit, which is an audit required by legislation or other regulation.

Audit Team means: (a) All members of the Engagement Team for the Audit Engagement; (b) All others within a Firm who can directly influence the outcome of the Audit Engagement, including: (i) those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the Engagement Partner in connection with the performance of the Audit Engagement including those at all successively senior levels above the Engagement Partner through to the individual who is the Firm‘s senior or managing partner (chief executive or equivalent); those who provide consultation regarding technical or industry-specific issues, transactions or events for the Audit Engagement; and (ii) iii) those who provide quality control for the engagement, including those who perform the Engagement Quality Control Review for the Audit Engagement; and (c) All those within a Network Firm who can directly influence the outcome of the Audit Engagement. the AUASB standards, as described in ASA 100 Preamble to AUASB Standards, ASA 101 Preamble to Australian Auditing Standards and the Foreword to AUASB Pronouncements, issued by the AUASB, and operative from the date specified in each standard; and those standards issued by the AuASB which have not been revised and reissued (whether as standards or as guidance) by the AUASB, to the extent that they are not inconsistent with the AUASB standards. [AUST] Auditing and Assurance Standards means: (a) (b) 5 [AUST] Australian Accounting Standards means the Accounting Standards (including Australian Accounting Interpretations) promulgated by the AASB.

Close Family means a parent, child or sibling who is not an Immediate Family member. Contingent Fee means a fee calculated on a predetermined basis relating to the outcome of a transaction or the result of the services performed by the Firm. A fee that is established by a court or other public authority is not a Contingent Fee. Direct Financial Interest means a Financial Interest: Owned directly by and under the control of an individual or entity (including those managed on a discretionary basis by others); or Beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has control, or the ability to influence investment decisions.

Director or Officer means those charged with the governance of an entity, or acting in an equivalent capacity, regardless of their title. Engagement Partner means the partner or other person in the Firm who is responsible for the engagement and its performance, and for the report that is issued on behalf of the Firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body. Engagement Quality Control Review means a process designed to provide an objective evaluation, on or before the report is issued, of the significant judgments the Engagement Team made and the conclusions it reached in formulating the report.

Engagement Team means all partners and staff performing the engagement, and any individuals engaged by the Firm or a Network Firm who perform procedures on the engagement. This excludes External Experts engaged by the Firm or a Network Firm. Existing Accountant means a Member in Public Practice currently holding an audit appointment or carrying out accounting, taxation, consulting or similar Professional Services for a client. External Expert means an individual (who is not a partner or a member of the professional staff, including temporary staff, of the Firm or a Network Firm) or organisation possessing skills, knowledge and experience in a field other than accounting or auditing, whose work in that field is used to assist the Member in obtaining sufficient appropriate evidence.

Financial Interest means an interest in an equity or other security, debenture, loan or other debt instrument of an entity, including rights and obligations to acquire such an interest and derivatives directly related to such interest. 6 Financial Statements mean a structured representation of Historical Financial Information, including related notes, intended to communicate an entity‘s economic resources or obligations at a point in time or the changes therein for a period of time in accordance with a financial reporting framework. The related notes ordinarily comprise a summary of significant accounting policies and other explanatory information.

The term can relate to a complete set of Financial Statements, but it can also refer to a single Financial Statement, for example, a balance sheet, or a statement of revenues and expenses, and related explanatory notes. The requirements of the financial reporting framework determine the form and content of the Financial Statements and what constitutes a complete set of Financial Statements. For the purposes of this Standard financial report is considered to be an equivalent term to Financial Statements. Financial Statements on which the Firm will express an Opinion means in the case of a single entity, the Financial Statements of that entity.

In the case of consolidated Financial Statements, also referred to as group Financial Statements, the consolidated Financial Statements. Firm means: (a) A sole practitioner, partnership, corporation or other entity of professional accountants; (b) (c) (d) An entity that controls such parties, through ownership, management or other means; An entity controlled by such parties, through ownership, management or other means; or An Auditor-General‘s office or department. Historical Financial Information means information expressed in financial terms in relation to a particular entity, derived primarily from that entity‘s accounting system, about economic events occurring in past time periods or about economic conditions or circumstances at points in time in the past.

Immediate Family means a spouse (or equivalent) or dependent. Independence is: (a) Independence of mind – the state of mind that permits the expression of a conclusion without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity, and exercise objectivity and professional scepticism. Independence in appearance – the avoidance of facts and circumstances that are so significant that a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances, that a Firm‘s, or a member of the Audit or Assurance Team‘s, integrity, objectivity or professional scepticism has been compromised. (b)

Indirect Financial Interest means a Financial Interest beneficially owned through a collective investment vehicle, estate, trust or other intermediary over which the individual or entity has no control or ability to influence investment decisions. 7 Key Audit Partner means the Engagement Partner, the individual responsible for the Engagement Quality Control Review, and other audit partners, if any, on the Engagement Team who make key decisions or judgments on significant matters with respect to the audit of the Financial Statements on which the Firm will express an Opinion. Depending upon the circumstances and the role of the individuals on the audit, ? other audit partners? may include, for example, audit partners responsible for significant subsidiaries or divisions.

Listed Entity means an entity whose shares, stock or debt are quoted or listed on a recognised stock exchange, or are marketed under the regulations of a recognised stock exchange or other equivalent body. [AUST] Member means a member of a professional body that has adopted this Code as applicable to their membership, as defined by that professional body. Member in Business means a Member employed or engaged in an executive or nonexecutive capacity in such areas as commerce, industry, service, the public sector, education, the not for profit sector, regulatory bodies or professional bodies, or a Member contracted by such entities. Member in Public Practice means a Member, irrespective of functional classification (e. g. audit, tax or consulting) in a Firm that provides Professional Services. This term is also used to refer to a Firm of Members in Public Practice and means a practice entity and a participant in that practice entity as defined by the applicable professional body. Network means a larger structure: (a) (b) That is aimed at co-operation; and That is clearly aimed at profit or cost sharing or shares common ownership, control or management, common quality control policies and procedures, common business strategy, the use of a common brand-name, or a significant part of professional resources. Network Firm means a Firm or entity that belongs to a Network.

Office means a distinct sub-group, whether organised on geographical or practice lines. Professional Services means services requiring accountancy or related skills performed by a Member including accounting, auditing, taxation, management consulting and financial management services. Public Interest Entity means: (a) (b) A Listed Entity; and An entity (a) defined by regulation or legislation as a public interest entity or (b) for which the audit is required by regulation or legislation to be conducted in compliance with the same Independence requirements that apply to the audit of Listed Entities. Such regulation may be promulgated by any relevant regulator, including an audit regulator. 8

Related Entity means an entity that has any of the following relationships with the client: (a) (b) (c) (d) An entity that has direct or indirect control over the client if the client is material to such entity; An entity with a Direct Financial Interest in the client if that entity has significant influence over the client and the interest in the client is material to such entity; An entity over which the client has direct or indirect control; An entity in which the client, or an entity related to the client under (c) above, has a Direct Financial Interest that gives it significant influence over such entity and the interest is material to the client and its related entity in (c); and An entity which is under common control with the client (a ? sister entity? if the sister entity and the client are both material to the entity that controls both the client and sister entity. (e) Review Client means an entity in respect of which a Firm conducts a Review Engagement. Review Engagement means an Assurance Engagement in which a Member in Public Practice expresses a conclusion whether, on the basis of the procedures which do not provide all the evidence that would be required in an audit, anything has come to the attention of the Member that causes the Member to believe that the Historical Financial Information is not prepared in all material respects in accordance with an applicable financial reporting framework such as an engagement conducted in accordance with Auditing and Assurance Standards on Review Engagements.

Review Team means: (a) (b) All members of the Engagement Team for the Review Engagement; and All others within a Firm who can directly influence the outcome of the Review Engagement, including: (i) those who recommend the compensation of, or who provide direct supervisory, management or other oversight of the Engagement Partner in connection with the performance of the Review Engagement including those at all successively senior levels above the Engagement Partner through to the individual who is the Firm‘s senior or managing partner (chief executive or equivalent); those who provide consultation regarding technical or industry specific issues, transactions or events for the engagement; and (ii) (iii) those who provide quality control for the engagement, including those who perform the Engagement Quality Control Review for the engagement; and (c) All those within a Network Firm who can directly influence the outcome of the Review Engagement.

Special Purpose Financial Statements means Financial Statements prepared in accordance with a financial reporting framework designed to meet the financial information needs of specified users. 9 Those Charged with Governance means the persons with responsibility for overseeing the strategic direction of the entity and obligations related to the accountability of the entity. This includes overseeing the financial reporting process. 10 PART A—GENERAL APPLICATION OF THE CODE Page Section 100 Introduction and Fundamental Principles …………………………………………………… 12 Section 110 Integrity …………………………………………………………………………………………………. 7 Section 120 Objectivity ……………………………………………………………………………………………… 18 Section 130 Professional Competence and Due Care …………………………………………………….. 19 Section 140 Confidentiality ……………………………………………………………………………………….. 20 Section 150 Professional Behaviour ……………………………………………………………………………. 22 11 SECTION 100 Introduction and Fundamental Principles 100. 1 A distinguishing mark of the accountancy profession is its acceptance of the responsibility to act in the public interest.

Therefore, a Member‘s responsibility is not exclusively to satisfy the needs of an individual client or employer. In acting in the public interest, a Member shall observe and comply with this Code. If a Member is prohibited from complying with certain parts of this Code by law or regulation, the Member shall comply with all other parts of this Code. This Code contains three parts. Part A establishes the fundamental principles of professional ethics for Members and provides a conceptual framework that Members shall apply to: (a) (b) (c) Identify threats to compliance with the fundamental principles; Evaluate the significance of the threats identified; and Apply safeguards, when necessary, to eliminate the threats or reduce them to an Acceptable Level.

Safeguards are necessary when the Member determines that the threats are not at a level at which a reasonable and informed third party would be likely to conclude, weighing all the specific facts and circumstances available to the Member at that time, that compliance with the fundamental principles is not compromised. 100. 2 A Member shall use professional judgment in applying this conceptual framework. 100. 3 Parts B and C describe how the conceptual framework applies in certain situations. They provide examples of safeguards that may be appropriate to address threats to compliance with the fundamental principles. They also describe situations where safeguards are not available to address the threats, and consequently, the circumstance or relationship creating the threats shall be avoided. Part B applies to Members in Public Practice. Part C applies to Members in Business.

Members in Public Practice may also find Part C relevant to their particular circumstances. The use of the word ? shall? in this Code imposes a requirement on the Member or Firm to comply with the specific provision in which ? shall? has been used. Compliance is required unless an exception is permitted by this Code. 100. 4 Fundamental Principles 100. 5 A Member shall comply with the following fundamental principles: (a) (b) (c) Integrity – to be straightforward and honest in all professional and business relationships. Objectivity – to not allow bias, conflict of interest or undue influence of others to override professional or business judgments.

Professional competence and due care – to maintain professional knowledge and skill at the level required to ensure that a client or employer receives competent Professional Services based on current developments in practice, legislation and techniques and act diligently and in accordance with applicable technical and professional standards. 12 (d) Confidentiality – to respect the confidentiality of information acquired as a result of professional and business relationships and, therefore, not disclose any such information to third parties without proper and specific authority, unless there is a legal or professional right or duty to disclose, nor use the information for the personal advantage of the Member or third parties. Professional behaviour – to comply with relevant laws and regulations and avoid any action that discredits the profession. (e) Each of these fundamental principles is discussed in more detail in Sections 110– 150. Conceptual Framework Approach 100. The circumstances in which Members operate may create specific threats to compliance with the fundamental principles. It is impossible to define every situation that creates threats to compliance with the fundamental principles and specify the appropriate action. In addition, the nature of engagements and work assignments may differ and, consequently, different threats may be created, requiring the application of different safeguards. Therefore, this Code establishes a conceptual framework that requires a Member to identify, evaluate, and address threats to compliance with the fundamental principles. The conceptual framework approach assists a Member in complying with the thical requirements of this Code and meeting their responsibility to act in the public interest. It accommodates many variations in circumstances that create threats to compliance with the fundamental principles and can deter a Member from concluding that a situation is permitted if it is not specifically prohibited. When a Member identifies threats to compliance with the fundamental principles and, based on an evaluation of those threats, determines that they are not at an Acceptable Level, the Member shall determine whether appropriate safeguards are available and can be applied to eliminate the threats or reduce them to an Acceptable Level.

In making that determination, the Member shall exercise professional judgment and take into account whether a reasonable and informed third party, weighing all the specific facts and circumstances available to the Member at the time, would be likely to conclude that the threats would be eliminated or reduced to an Acceptable Level by the application of the safeguards, such that compliance with the fundamental principles is not compromised. A Member shall evaluate any threats to compliance with the fundamental principles when the Member knows, or could reasonably be expected to know, of circumstances or relationships that may compromise compliance with the fundamental principles. A Member shall take qualitative as well as quantitative factors into account when evaluating the significance of a threat.

When applying the conceptual framework, a Member may encounter situations in which threats cannot be eliminated or reduced to an Acceptable Level, either because the threat is too significant or because appropriate safeguards are not available or cannot be applied. In such situations, the Member shall decline or discontinue the specific Professional Service involved or, when necessary, resign from the engagement (in the case of a Member in Public Practice) or the employing organisation (in the case of a Member in Business). 100. 7 100. 8 100. 9 13 100. 10 A Member may inadvertently violate a provision of this Code. Depending on the nature and significance of the matter, such an inadvertent violation may be deemed not to compromise compliance with the fundamental principles provided, once the violation is discovered, the violation is corrected promptly and any necessary safeguards are applied. 100. 1 When a Member encounters unusual circumstances in which the application of a specific requirement of the Code would result in a disproportionate outcome or an outcome that may not be in the public interest, it is recommended that the Member consult with a member body or the relevant regulator. Threats and Safeguards 100. 12 Threats may be created by a broad range of relationships and circumstances. When a relationship or circumstance creates a threat, such a threat could compromise, or could be perceived to compromise, a Member‘s compliance with the fundamental principles. A circumstance or relationship may create more than one threat, and a threat may affect compliance with more than one fundamental principle.

Threats fall into one or more of the following categories: (a) (b) Self-interest threat – the threat that a financial or other interest will inappropriately influence the Member‘s judgment or behaviour; Self-review threat – the threat that a Member will not appropriately evaluate the results of a previous judgment made or service performed by the Member, or by another individual within the Member‘s Firm or employing organisation, on which the Member will rely when forming a judgment as part of providing a current service; Advocacy threat – the threat that a Member will promote a client‘s or employer‘s position to the point that the Member‘s objectivity is compromised; Familiarity threat – the threat that due to a long or close relationship with a client or employer, a Member will be too sympathetic to their interests or too accepting of their work; and Intimidation threat – the threat that a Member will be deterred from acting objectively because of actual or perceived pressures, including attempts to exercise undue influence over the Member. (c) (d) (e) Parts B and C of this Code explain how these categories of threats may be created for Members in Public Practice and Members in Business, respectively. Members in Public Practice may also find Part C relevant to their particular circumstances. 100. 3 Safeguards are actions or other measures that may eliminate threats or reduce them to an Acceptable Level. They fall into two broad categories: (a) (b) Safeguards created by the profession, legislation or regulation; and Safeguards in the work environment. 14 100. 14 Safeguards created by the profession, legislation or regulation include: Educational, training and experience requirements for entry into the profession. Continuing professional development requirements. Corporate governance regulations. Professional standards. Professional or regulatory monitoring and disciplinary procedures. External review by a legally empowered third party of the reports, returns, communications or information produced by a Member. 100. 5 Parts B and C of this Code discuss safeguards in the work environment for Members in Public Practice and Members in Business, respectively. 100. 16 Certain safeguards may increase the likelihood of identifying or deterring unethical behaviour. Such safeguards, which may be created by the accounting profession, legislation, regulation, or an employing organisation, include: Effective, well-publicised complaint systems operated by the employing organisation, the profession or a regulator, which enable colleagues, employers and members of the public to draw attention to unprofessional or unethical behaviour. An explicitly stated duty to report breaches of ethical requirements.

Ethical Conflict Resolution 100. 17 A Member may be required to resolve a conflict in complying with the fundamental principles. 100. 18 When initiating either a formal or informal conflict resolution process, the following factors, either individually or together with other factors, may be relevant to the resolution process: (a) (b) (c) (d) (e) Relevant facts; Ethical issues involved; Fundamental principles related to the matter in question; Established internal procedures; and Alternative courses of action. Having considered the relevant factors, a Member shall determine the appropriate course of action, weighing the consequences of each possible course of action.

If the matter remains unresolved, the Member may wish to consult with other appropriate persons within the Firm or employing organisation for help in obtaining resolution. 100. 19 Where a matter involves a conflict with, or within, an organisation, a Member shall determine whether to consult with Those Charged with Governance of the organisation, such as the board of Directors or the audit committee. 100. 20 It may be in the best interests of the Member to document the substance of the issue, the details of any discussions held, and the decisions made concerning that issue. 15 100. 21 If a significant conflict cannot be resolved, a Member may consider obtaining professional advice from the relevant professional body or from legal advisors.

The Member generally can obtain guidance on ethical issues without breaching the fundamental principle of confidentiality if the matter is discussed with the relevant professional body on an anonymous basis or with a legal advisor under the protection of legal privilege. Instances in which the Member may consider obtaining legal advice vary. For example, a Member may have encountered a fraud, the reporting of which could breach the Member‘s responsibility to respect confidentiality. The Member may consider obtaining legal advice in that instance to determine whether there is a requirement to report. 100. 22 If, after exhausting all relevant possibilities, the ethical conflict remains unresolved, a Member shall, where possible, refuse to remain associated with the matter creating the conflict.

The Member shall determine whether, in the circumstances, it is appropriate to withdraw from the Engagement Team or specific assignment, or to resign altogether from the engagement, the Firm or the employing organisation. 16 SECTION 110 Integrity 110. 1 The principle of integrity imposes an obligation on all Members to be straightforward and honest in all professional and business relationships. Integrity also implies fair dealing and truthfulness. A Member shall not knowingly be associated with reports, returns, communications or other information where the Member believes that the information: (a) (b) (c) Contains a materially false or misleading statement; Contains statements or information furnished recklessly; or Omits or obscures information required to be included where such omission or obscurity would be misleading. 110. 2

When a Member becomes aware that the Member has been associated with such information, the Member shall take steps to be disassociated from that information. 110. 3 A Member will be deemed not to be in breach of paragraph 110. 2 if the Member provides a modified report in respect of a matter contained in paragraph 110. 2. 17 SECTION 120 Objectivity 120. 1 The principle of objectivity imposes an obligation on all Members not to compromise their professional or business judgment because of bias, conflict of interest or the undue influence of others. A Member may be exposed to situations that may impair objectivity. It is impracticable to define and prescribe all such situations.

A Member shall not perform a Professional Service if a circumstance or relationship biases or unduly influences the Member‘s professional judgment with respect to that service. 120. 2 18 SECTION 130 Professional Competence and Due Care 130. 1 The principle of professional competence and due care imposes the following obligations on all Members: (a) (b) 130. 2 To maintain professional knowledge and skill at the level required to ensure that clients or employers receive competent Professional Service; and To act diligently in accordance with applicable technical and professional standards when providing Professional Services. Competent Professional Service requires the exercise of sound judgment in applying professional knowledge and skill in the performance of such service.

Professional competence may be divided into two separate phases: (a) (b) Attainment of professional competence; and Maintenance of professional competence. 130. 3 The maintenance of professional competence requires a continuing awareness and an understanding of relevant technical, professional and business developments. Continuing professional development enables a Member to develop and maintain the capabilities to perform competently within the professional environment. Diligence encompasses the responsibility to act in accordance with the requirements of an assignment, carefully, thoroughly and on a timely basis. A Member shall take reasonable steps to ensure that those working under the Member‘s authority in a professional capacity have appropriate training and supervision.

Where appropriate, a Member shall make clients, employers or other users of the Member‘s Professional Services aware of the limitations inherent in the services. 130. 4 130. 5 130. 6 19 SECTION 140 Confidentiality 140. 1 The principle of confidentiality imposes an obligation on all Members to refrain from: (a) Disclosing outside the Firm or employing organisation confidential information acquired as a result of professional and business relationships without proper and specific authority or unless there is a legal or professional right or duty to disclose; and Using confidential information acquired as a result of professional and business relationships to their personal advantage or the advantage of third parties. (b) 140. 2

A Member shall maintain confidentiality, including in a social environment, being alert to the possibility of inadvertent disclosure, particularly to a close business associate or a Close or Immediate Family member. A Member shall maintain confidentiality of information disclosed by a prospective client or employer. A Member shall maintain confidentiality of information within the Firm or employing organisation. A Member shall take reasonable steps to ensure that staff under the Member‘s control and persons from whom advice and assistance is obtained respect the Member‘s duty of confidentiality. The need to comply with the principle of confidentiality continues even after the end of relationships between a Member and a client or employer. When a Member changes employment or acquires a new client, the Member is entitled to use prior experience.

The Member shall not, however, use or disclose any confidential information either acquired or received as a result of a professional or business relationship. The following are circumstances where Members are or may be required to disclose confidential information or when such disclosure may be appropriate: (a) (b) Disclosure is permitted by law and is authorised by the client or the employer; Disclosure is required by law, for example: (i) (ii) Production of documents or other provision of evidence in the course of legal proceedings; or Disclosure to the appropriate public authorities of infringements of the law that come to light; and 140. 3 140. 4 140. 5 140. 6 140. 7 20 (c)

There is a professional duty or right to disclose, when not prohibited by law: (i) (ii) To comply with the quality review of a member body or professional body; To respond to an inquiry or investigation by a member body or regulatory body; (iii) To protect the professional interests of a Member in legal proceedings; or (iv) To comply with technical standards and ethics requirements. AUST140. 7. 1 The circumstances described in paragraph 140. 7 do not take into account Australian legal and regulatory requirements. A Member considering disclosing confidential information about a client or employer without their consent is strongly advised to first obtain legal advice.

In deciding whether to disclose confidential information, relevant factors to consider include: (a) Whether the interests of all parties, including third parties whose interests may be affected, could be harmed if the client or employer consents to the disclosure of information by the Member; Whether all the relevant information is known and substantiated, to the extent it is practicable; when the situation involves unsubstantiated facts, incomplete information or unsubstantiated conclusions, professional judgment shall be used in determining the type of disclosure to be made, if any; The type of communication that is expected and to whom it is addressed; and Whether the parties to whom the communication is addressed are appropriate recipients. 140. 8 (b) (c) (d) 21 SECTION 150 Professional Behaviour 150. 1 The principle of professional behaviour imposes an obligation on all Members to comply with relevant laws and regulations and avoid any action or omission that the Member knows or should know may discredit the profession. This includes actions or omissions that a reasonable and informed third party, weighing all the specific facts and circumstances available to the Member at that time, would be likely to conclude adversely affects the good reputation of the profession.

In marketing and promoting themselves and their work, Members shall not bring the profession into disrepute. Members shall be honest and truthful and not: (a) (b) Make exaggerated claims for the services they are able to offer, the qualifications they possess, or experience they have gained; or Make disparaging references or unsubstantiated comparisons to the work of others. 150. 2 22 PART B—MEMBERS IN PUBLIC PRACTICE Page Section 200 Introduction ……………………………………………………………………………………………. 24 Section 210 Professional Appointment ………………………………………………………………………… 8 Section 220 Conflicts of Interest …………………………………………………………………………………. 31 Section 230 Second Opinions …………………………………………………………………………………….. 33 Section 240 Fees and Other Types of Remuneration ……………………………………………………… 34 Section 250 Marketing Professional Services ……………………………………………………………….. 36 Section 260 Gifts and Hospitality ……………………………………………………………………………….. 37 Section 270 Custody of client Assets ………………………………………………………………………….. 38 Section 280 Objectivity – All Services ………………………………………………………………………… 39 [AUST] PREFACE: SECTIONS 290 AND 291 …………………………………………………………. 40 Section 290 Independence – Audit and Review Engagements ………………………………………… 41 Section 291 Independence – Other Assurance Engagements ……………………………………….. 92 23 SECTION 200 Introduction 200. 1 This Part of the Code describes how the conceptual framework contained in Part A applies in certain situations to Members in Public Practice.

This Part does not describe all of the circumstances and relationships that could be encountered by a Member in Public Practice that create or may create threats to compliance with the fundamental principles. Therefore, the Member in Public Practice is encouraged to be alert for such circumstances and relationships. A Member in Public Practice shall not knowingly engage in any business, occupation, or activity that impairs or might impair integrity, objectivity or the good reputation of the profession and as a result would be incompatible with the fundamental principles. 200. 2 Threats and Safeguards 200. 3 Compliance with the fundamental principles may potentially be threatened by a broad range of circumstances and relationships.

The nature and significance of the threats may differ depending on whether they arise in relation to the provision of services to an Audit Client and whether the Audit Client is a Public Interest Entity, to an Assurance Client that is not an Audit Client, or to a non-assurance client. Threats fall into one or more of the following categories: (a) (b) (c) (d) (e) 200. 4 Self-interest; Self-review; Advocacy; Familiarity; and Intimidation. These threats are discussed further in Part A of this Code. Examples of circumstances that create self-interest threats for a Member in Public Practice include: A member of the Assurance Team having a Direct Financial Interest in the Assurance Client. A Firm having undue dependence on total fees from a client. A member of the Assurance Team having a significant close business relationship with an Assurance Client. A Firm being concerned about the possibility of losing a significant client.

A member of the Audit Team entering into employment negotiations with the Audit Client. A Firm entering into a Contingent Fee arrangement relating to an Assurance Engagement. A Member discovering a significant error when evaluating the results of a previous Professional Service performed by a member of the Member‘s Firm. 24 200. 5 Examples of circumstances that create self-review threats for a Member in Public Practice include: A Firm issuing an assurance report on the effectiveness of the operation of financial systems after designing or implementing the systems. A Firm having prepared the original data used to generate records that are the subject matter of the Assurance Engagement.

A member of the Assurance Team being, or having recently been, a Director or Officer of the client. A member of the Assurance Team being, or having recently been, employed by the client in a position to exert significant influence over the subject matter of the engagement. The Firm performing a service for an Assurance Client that directly affects the subject matter information of the Assurance Engagement. 200. 6 Examples of circumstances that create advocacy threats for a Member in Public Practice include: The Firm promoting shares in an Audit Client. A Member acting as an advocate on behalf of an Audit Client in litigation or disputes with third parties. 200. 7

Examples of circumstances that create familiarity threats for a Member in Public Practice include: A member of the Engagement Team having a Close or Immediate Family member who is a Director or Officer of the client. A member of the Engagement Team having a Close or Immediate Family member who is an employee of the client who is in a position to exert significant influence over the subject matter of the engagement. A Director or Officer of the client or an employee in a position to exert significant influence over the subject matter of the engagement having recently served as the Engagement Partner. A Member accepting gifts or preferential treatment from a client, unless the value is trivial or inconsequential. Senior personnel having a long association with the Assurance Client. 200. 8

Examples of circumstances that create intimidation threats for a Member in Public Practice include: A Firm being threatened with dismissal from a Client Engagement. An Audit Client indicating that it will not award a planned non-assurance contract to the Firm if the Firm continues to disagree with the client‘s accounting treatment for a particular transaction. A Firm being threatened with litigation by the client. A Firm being pressured to reduce inappropriately the extent of work performed in order to reduce fees. 25 A Member feeling pressured to agree with the judgment of a client employee because the employee has more expertise on the matter in question.

A Member being informed by a partner of the Firm that a planned promotion will not occur unless the Member agrees with an Audit Client‘s inappropriate accounting treatment. 200. 9 Safeguards that may eliminate or reduce threats to an Acceptable Level fall into two broad categories: (a) (b) Safeguards created by the profession, legislation or regulation; and Safeguards in the work environment. Examples of safeguards created by the profession, legislation or regulation are described in paragraph 100. 14 of Part A of this Code. 200. 10 A Member in Public Practice shall exercise judgment to determine how best to deal with threats that are not at an Acceptable Level, whether by applying safeguards to eliminate the threat or reduce it to an Acceptable Level or by terminating or declining the relevant engagement.

In exercising this judgment, a Member in Public Practice shall consider whether a reasonable and informed third party, weighing all the specific facts and circumstances available to the Member at that time, would be likely to conclude that the threats would be eliminated or reduced to an Acceptable Level by the application of safeguards, such that compliance with the fundamental principles is not compromised. This consideration will be affected by matters such as the significance of the threat, the nature of the engagement and the structure of the Firm. 200. 11 In the work environment, the relevant safeguards will vary depending on the circumstances. Work environment safeguards comprise Firm-wide safeguards and engagement-specific safeguards. 200. 2 Examples of Firm-wide safeguards in the work environment include: Leadership of the Firm that stresses the importance of compliance with the fundamental principles. Leadership of the Firm that establishes the expectation that members of an Assurance Team will act in the public interest. Policies and procedures to implement and monitor quality control of engagements. Documented policies regarding the need to identify threats to compliance with the fundamental principles, evaluate the significance of those threats, and apply safeguards to eliminate or reduce the threats to an Acceptable Level or, when appropriate safeguards are not available or cannot be applied, terminate or decline the relevant engagement. Documented internal policies and procedures requiring compliance with the fundamental principles.

Policies and procedures that will enable the identification of interests or relationships between the Firm or members of Engagement Teams and clients. Policies and procedures to monitor and, if necessary, manage the reliance on revenue received from a single client. 26 Using different partners and Engagement Teams with separate reporting lines for the provision of non-assurance services to an Assurance Client. Policies and procedures to prohibit individuals who are not members of an Engagement Team from inappropriately influencing the outcome of the engagement. Timely communication of a Firm‘s policies and procedures, including any changes to them, to all partners and professional staff, and appropriate training and education on such policies and procedures.

Designating a member of senior management to be responsible for overseeing the adequate functioning of the Firm‘s quality control system. Advising partners and professional staff of Assurance Clients and Related Entities from which Independence is required. A disciplinary mechanism to promote compliance with policies and procedures. Published policies and procedures to encourage and empower staff to communicate to senior levels within the Firm any issue relating to compliance with the fundamental principles that concerns them. 200. 13 Examples of engagement-specific safeguards in the work environment include: Having a Member who was not involved with the non-assurance service review the non-assurance work performed or otherwise advise as necessary.

Having a Member who was not a member of the Assurance Team review the assurance work performed or otherwise advise as necessary. Consulting an independent third party, such as a committee of independent Directors, a professional regulatory body or another Member. Discussing ethical issues with Those Charged with Governance of the client. Disclosing to Those Charged with Governance of the client the nature of services provided and extent of fees charged. Involving another Firm to perform or re-perform part of the engagement. Rotating senior Assurance Team personnel. 200. 14 Depending on the nature of the engagement, a Member in Public Practice may also be able to rely on safeguards that the client has implemented.

However it is not possible to rely solely on such safeguards to reduce threats to an Acceptable Level. 200. 15 Examples of safeguards within the client‘s systems and procedures include: The client requires persons other than management to ratify or approve the appointment of a Firm to perform an engagement. The client has competent employees with experience and seniority to make managerial decisions. The client has implemented internal procedures that ensure objective choices in commissioning non-assurance engagements. The client has a corporate governance structure that provides appropriate oversight and communications regarding the Firm‘s services. 27 SECTION 210 Professional Appointment Client Acceptance 210. Before accepting a new client relationship, a Member in Public Practice shall determine whether acceptance would create any threats to compliance with the fundamental principles. Potential threats to integrity or professional behaviour may be created from, for example, questionable issues associated with the client (its owners, management or activities). Client issues that, if known, could threaten compliance with the fundamental principles include, for example, client involvement in illegal activities (such as money laundering), dishonesty or questionable financial reporting practices. A Member in Public Practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate them or reduce them to an Acceptable Level.

Examples of such safeguards include: Obtaining knowledge and understanding of the client, its owners, managers and those responsible for its governance and business activities; or Securing the client‘s commitment to improve corporate governance practices or internal controls. 210. 4 210. 5 Where it is not possible to reduce the threats to an Acceptable Level, the Member in Public Practice shall decline to enter into the client relationship. It is recommended that a Member in Public Practice periodically review acceptance decisions for recurring client engagements. 210. 2 210. 3 Engagement Acceptance 210. 6 The fundamental principle of professional competence and due care imposes an obligation on a Member in Public Practice to provide only those services that the Member in Public Practice is competent to perform.

Before accepting a specific client engagement, a Member in Public Practice shall determine whether acceptance would create any threats to compliance with the fundamental principles. For example, a self-interest threat to professional competence and due care is created if the Engagement Team does not possess, or cannot acquire, the competencies necessary to properly carry out the engagement. A Member in Public Practice shall evaluate the significance of threats and apply safeguards, when necessary, to eliminate them or reduce them to an Acceptable Level. Examples of such safeguards include: Acquiring an appropriate understanding of the nature of the client‘s business, the complexity of its operations, the specific requirements of the engagement and the purpose, nature and scope of the work to be performed.

Acquiring knowledge of relevant industries or subject matters. Possessing or obtaining experience with relevant regulatory or reporting requirements. Assigning sufficient staff with the necessary competencies. 28 210. 7 Using experts where necessary. Agreeing on a realistic time frame for the performance of the engagement. Complying with quality control policies and procedures designed to provide reasonable assurance that specific engagements are accepted only when they can be performed competently. 210. 8 When a Member in Public Practice intends to rely on the advice or work of an expert, the Member in Public Practice shall determine whether such reliance is warranted.

Factors to consider include: reputation, expertise, resources available and applicable professional and ethical standards. Such information may be gained from prior association with the expert or from consulting others. Changes in a Professional Appointment 210. 9 A Member in Public Practice who is asked to replace another Member in Public Practice, or who is considering tendering for an engagement currently held by another Member in Public Practice, shall determine whether there are any reasons, professional or otherwise, for not accepting the engagement, such as circumstances that create threats to compliance with the fundamental principles that cannot be eliminated or reduced to an Acceptable Level by the application of safeguards.

For example, there may be a threat to professional competence and due care if a Member in Public Practice accepts the engagement before knowing all the pertinent facts. 210. 10 A Member in Public Practice shall evaluate the significance of any threats. Depending on the nature of the Engagement, this may require direct communication with the Existing Accountant to establish the facts and circumstances regarding the proposed change so that the Member in Public Practice can decide whether it would be appropriate to accept the engagement. For example, the apparent reasons for the change in appointment may not fully reflect the facts and may indicate disagreements with the Existing Accountant that may influence the decision to accept the appointment. 210. 1 Safeguards shall be applied when necessary to eliminate any threats or reduce them to an Acceptable Level. Examples of such safeguards include: When replying to requests to submit tenders, stating in the tender that, before accepting the engagement, contact with the Existing Accountant will be requested so that inquiries may be made as to whether there are any professional or other reasons why the appointment should not be accepted; Asking the Existing Accountant to provide known information on any facts or circumstances that, in the Existing Accountant‘s opinion, the proposed accountant needs to be aware of before deciding whether to accept the engagement; or Obtaining necessary information from other sources.

When the threats cannot be eliminated or reduced to an Acceptable Level through the application of safeguards, a Member in Public Practice shall, unless there is satisfaction as to necessary facts by other means, decline the engagement. 29 AUST210. 11. 1 A Member in Public Practice who is asked to replace an existing auditor or to accept nomination as a replacement auditor shall: (a) Request the prospective client’s permission to communicate with the existing auditor. If such permission is refused the Member shall, in the absence of exceptional circumstances, decline the Audit Engagement or the nomination; and (b) On receipt of permission, request in writing of the existing auditor all information which ought to be available to enable the Member to make a decision as to whether the Audit Engagement or the nomination should be accepted. 210. 2 A Member in Public Practice may be asked to undertake work that is complementary or additional to the work of the Existing Accountant. Such circumstances may create threats to professional competence and due care resulting from, for example, a lack of or incomplete information. The significance of any threats shall be evaluated and safeguards applied when necessary to eliminate the threat or reduce it to an Acceptable Level. An example of such a safeguard is notifying the Existing Accountant of the proposed work, which would give the Existing Accountant the opportunity to provide any relevant information needed for the proper conduct of the work. 210. 13 An Existing Accountant is bound by confidentiality.

Whether that Member is permitted or required to discuss the affairs of a client with a proposed accountant will depend on the nature of the engagement and on: (a) (b) Whether the client‘s permission to do so has been obtained; or The legal or ethical requirements relating to such communications and disclosure, which may vary by jurisdiction. Circumstances where the Member is or may be required to disclose confidential information or where such disclosure may otherwise be appropriate are set out in Section 140 of Part A of this Code. 210. 14 A Member in Public Practice will generally need to obtain the Client‘s permission, preferably in writing, to initiate discussion with an Existing Accountant. Once that permission is obtained, the Existing Accountant shall comply with relevant legal and other regulations governing such requests. Where the Existing Accountant provides information, it shall be provided honestly and unambiguously.

If the proposed accountant is unable to communicate with the Existing Accountant, the proposed accountant shall take reasonable steps to obtain information about any possible threats by other means, such as through inquiries of third parties or background investigations of senior management or Those Charged with Governance of the client. AUST210. 15. 1 The requirements of section 210 also apply where a Member in Public Practice is replacing or being replaced by an accountant who is not a Member. 30 SECTION 220 Conflicts of Interest 220. 1 A Member in Public Practice shall take reasonable steps to identify circumstances that could pose a conflict of interest. Such circumstances may create threats to compliance with the fundamental principles. For example, a threat to objectivity may be created when a Member in Public Practice competes directly with a client or has a joint venture or similar arrangement with a major competitor of a client.

A threat to objectivity or confidentiality may also be created when a Member in Public Practice performs services for clients whose interests are in conflict or the clients are in dispute with each other in relation to the matter or transaction in question. A Member in Public Practice shall evaluate the significance of any threats and apply safeguards when necessary to eliminate the threats or reduce them to an Acceptable Level. Before accepting or continuing a client relationship or specific engagement, the Member in Public Practice shall evaluate the significance of any threats created by business interests or relationships with the client or a third party.

Depending upon the circumstances giving rise to the conflict, application of one of the following safeguards is generally necessary: (a) Notifying the client of the Firm‘s business interest or activities that may represent a conflict of interest and obtaining their consent to act in such circumstances; or Notifying all known relevant parties that the Member in Public Practice is acting for two or more parties in respect of a matter where their respective interests are in conflict and obtaining their consent to so act; or Notifying the client that the Member in Public Practice does not