Code of Professional Ethics

AAT Code of Professional Ethics Version 2.0 January 2014

AAT Code of Professional Ethics

Contents
Foreword ........................................................................................................................... 2
Introduction ........................................................................................................................ 2

Part A: General application of the Code ..................................................................... 5

Section 100 Introduction and code of fundamental principles............................................. 5
Section 110 Integrity .......................................................................................................... 9
Section 120 Objectivity .....................................................................................................10
Section 130 Professional competence and due care ........................................................10
Section 140 Confidentiality................................................................................................11
Section 150 Professional behaviour ..................................................................................12
Section 160 Taxation ........................................................................................................13

Part B: Members in practice ..................................................................................... 15

Section 200 Introduction ...................................................................................................15
Section 210 Professional appointment ..............................................................................19
Section 220 Conflicts of interest ........................................................................................22
Section 230 Second opinions............................................................................................25
Section 240 Fees and other types of remuneration ...........................................................26
Section 250 Marketing professional services ....................................................................27
Section 260 Gifts and hospitality .......................................................................................28
Section 270 Custody of client assets ................................................................................28
Section 280 Objectivity all services ................................................................................29
Sections 290 and 291 Independence review and assurance engagements ...................30

Part C: Members in business.................................................................................... 32

Section 300 Introduction ...................................................................................................32
Section 310 Conflicts of interest ........................................................................................34
Section 320 Preparation and reporting of information .......................................................36
Section 330 Acting with sufficient expertise ......................................................................37
Section 340 Financial interests, compensation and incentives linked to financial reporting
and decision-making .........................................................................................................38
Section 350 Inducements .................................................................................................39
Glossary of terms..............................................................................................................42

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The Association of Accounting Technicians

Foreword
Being a member of AAT is more than a qualification. AAT is well recognised and respected throughout
a wide range of businesses and, in order to maintain this reputation and to continue to offer quality
training and support, we require our members to have a professional and ethical approach throughout
their lives. It is because of our exceptionally high standards, quality training and the professionalism of
our members that we are so highly regarded. This is a benefit to us as an Association and to you as a
member. To help our members maintain these standards and offer the highest levels of professional
service at all times, we publish the AAT Code of Professional Ethics which set out a code of
fundamental ethical principles and supporting guidance.

The decisions you make in the everyday course of your professional lives can have real ethical
implications. This is where the Code helps. It:

sets out the required standards of professional behaviour with guidance to help you
achieve them

helps you to protect the public interest

helps you to maintain AATs good reputation.

Introduction
1.1

This Code was revised in 2013, and approved by the AAT Council, to come into force
on 1 January 2014.

1.2

It is based on the Code of Ethics for Professional Accountants approved by the

International Federation of Accountants (IFAC) which came into force on 1 January
2011. A number of revisions were made to this Code in 2013, and these have been
incorporated by AAT. AAT is a full member of IFAC. The mission of IFAC, as set out in
its constitution, is the worldwide development and enhancement of an accountancy
profession with harmonised standards, able to provide services of consistently high
quality in the public interest. In pursuing this mission, the IFAC Board has established
the International Ethics Standards Board for Accountants (IESBA) to develop and
issue, under its own authority, high quality ethical standards and other
pronouncements for members for use around the world. The IFAC Code of Ethics on
which this Code is based establishes ethical requirements for IFAC members.

1.3

In keeping with the IFAC Code, this Code adopts a principles-based approach. It does
not attempt to cover every situation where a member may encounter professional
ethical issues, prescribing the way in which he or she should respond. Instead, it
adopts a value system, focusing on fundamental professional and ethical principles
which are at the heart of proper professional behaviour and which members must
therefore follow. To supplement this, the Code also provides detailed guidance of
specific relevance to AAT members to help ensure that they follow the fundamental
principles both in word and in spirit in all of their professional activities.

1.4

This Code therefore:

(i)

Sets out five fundamental principles which members must follow:

integrity

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objectivity

professional competence and due care

confidentiality

professional behaviour.

(ii)

Provides a conceptual framework which members must apply to enable them

to identify and evaluate threats to compliance with the fundamental principles
and to respond appropriately to them.

(iii)

Provides guidance and illustrations on how to apply the conceptual framework

in practice both generally and in specific problem situations. Members should
consider these and apply them as appropriate to ensure that they adhere to the
fundamental principles in their own situation.

1.5

This Code applies to all student, affiliate, full and fellow members, whether acting for
reward or not. Unless otherwise indicated, the term member used for the purposes of
this Code is deemed to include all these categories.

1.6

This Code is in three parts:

Part A applies to all members.

Part B represents additional guidance which applies specifically to members in

practice.

Part C applies specifically to members in business.

See the definitions of member in practice and member in business in the glossary of
terms at the end of this Code.

1.7

Three key words are used throughout this document to guide members in the action
needed in order to comply with the fundamental principles:

The word consider is used when members are required to think about several
matters.

The word evaluate is used when members are required to think about several
matters and assess the positive and negative elements.

The word determine is used when members are required to conclude and
make a decision.

1.8

This Code is based on the laws effective in the UK, which members are expected to
comply with as a minimum requirement. Members working or living overseas are
expected to know and apply the laws of the overseas country, having taken local legal
advice if necessary. Where this Code refers to legal issues, it does not purport to give
definitive legal advice or to cover every situation, nor does this Code highlight every
legal issue that members may need to consider. Members who encounter problems in
relation to legal aspects are recommended to seek their own legal advice.

1.9

There may be occasions when members, whether having sought independent advice or
not, and having considered the application of the Code in a particular situation, are still
in doubt about the proper course of action to be taken. In such cases they may contact

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the Ethics Advice line on: 0845 863 0787 (UK), +44 (0)20 7397 3014 (outside UK), e:
ethics@aat.org.uk giving all the relevant facts.

1.10

Members should note that disciplinary action may be taken for non-compliance with this
Code where the members conduct is considered to prejudice their status as a member
or to reflect adversely on the reputation of AAT.

1.11

Members should note that where they are also a member of another professional or
regulatory body which is a member of a chartered or certified accountancy body, there
may be differences in some areas between the professional and ethical conduct
requirements of the different bodies. Where there are differences, members should
follow the more stringent provision and must do so where the more stringent provision
is an AAT requirement.

1.12

The accountancy profession, including the part represented by AAT members, is

committed to the following objectives:
(i)

the mastering of particular skills and techniques acquired through learning

and education and maintained through continuing professional development

(ii)

development of an ethical approach to work as well as to employers and

clients. This is acquired by experience and professional supervision under
training and is safeguarded by strict ethical and disciplinary codes

(iii)

acknowledgement of duties to society as a whole in addition to duties to the

employer or the client

(iv)

maintaining an outlook which is essentially objective, obtained by being fair

minded and free from conflicts of interest

(v)

rendering services to the highest standards of conduct and performance

(vi)

achieving acceptance by the public that members provide accountancy

services in accordance with these high standards and requirements.

This Code aims to assist members to achieve these objectives.

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Part A: General application of the Code

Section 100 Introduction and code of fundamental principles
Section 110 Integrity
Section 120 Objectivity
Section 130 Professional competence and due care
Section 140 Confidentiality
Section 150 Professional behaviour
Section 160 Taxation services
Section 100 Introduction and code of fundamental principles
100.1 A distinguishing feature of the accountancy profession is its acceptance of the responsibility to
act in the public interest. Therefore, your responsibility as a member is not exclusively to satisfy
the needs of an individual client or employer. In acting in the public interest members shall
observe and comply with the ethical requirements set out in this Code.

100.2 This Code is in three parts. Part A establishes the code of fundamental principles of
professional ethics for members and provides a conceptual framework for applying those
principles. The conceptual framework provides guidance on fundamental ethical principles.
Members are required to apply this conceptual framework to enable them to identify threats to
compliance with the fundamental principles, to evaluate their significance and, if such threats
are not clearly insignificant, to apply safeguards to eliminate them or reduce them to an
acceptable level such that compliance with the fundamental principles is not compromised.

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 where the activity or relationship creating the threats shall be avoided.
Part B applies to members in practice. Part C applies to members in business. Members in
practice may also find Part C relevant to their particular circumstances.

100.4 In this Code the use of the word shall imposes a requirement on the member to comply with
the specific provision in which shall has been used. Compliance is required unless an
exception is permitted by this Code.

Fundamental principles
100.5

A member shall comply with the following fundamental principles:

(i)

Integrity: to be straightforward and honest in all professional and business

relationships.

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(ii)

Objectivity: to not allow bias, conflict of interest or undue influence of others to

override professional or business judgements.

(iii)

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 service based on current developments in practice, legislation and
techniques. A member shall act diligently and in accordance with applicable
technical and professional standards when providing professional services.

(iv)

Confidentiality: to, in accordance with the law, respect the confidentiality of

information acquired as a result of professional and business relationships and 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. Confidential
information acquired as a result of professional and business relationships shall not
be used for the personal advantage of the member or third parties.

(v)

Adopt professional behaviour to comply with relevant laws and regulations and
avoid any action that brings our profession into disrepute.

Each of these fundamental principles is discussed in more detail in Sections 110-150.

Conceptual framework approach

100.6

The circumstances in which members operate may give rise to specific threats to compliance
with the fundamental principles. It is impossible to define every situation that creates such
threats and specify the appropriate mitigating action. In addition, the nature of engagements
and work assignments may differ and consequently different threats may exist, 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 members in complying
with the ethical 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 professional accountant from concluding that a
situation is permitted if it is not specifically prohibited.

100.7

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 judgement 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.

100.8

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.

100.9

A member shall take qualitative as well as quantitative factors into account when considering
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, a member shall decline or discontinue the specific

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professional service involved or, when necessary, resign from the engagement (in the case of
a member in practice) or the employing organisation (in the case of a member in business).

100.10 Sections 290 and 291 (as detailed within the associated document Code of Professional
Ethics: independence provisions relating to review and assurance engagements) contain
provisions with which a member shall comply if the member identifies a breach of an
independence provision of the Code. If a member identifies a breach of any other provisions of
this Code, the member shall evaluate the significance of the breach and its impact on the
members ability to comply with the fundamental principles. The member shall take whatever
actions that may be available, as soon as possible, to satisfactorily address the consequences
of the breach. The member shall determine whether to report the breach, for example, to those
who may have been affected by the breach, a member body, relevant regulator or oversight
authority.

100.11 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 AAT on the issue.

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 members compliance with the fundamental principles. A
circumstance may create more than one threat, and a threat may affect compliance with more
than one fundamental principle.
Threats fall into the following categories:
(i)

self-interest threats, which may occur where a financial or other interest will
inappropriately influence the members judgement or behaviour

(ii)

self-review threats, which may occur when a previous judgement needs to be reevaluated by the member responsible for that judgement

(iii)

advocacy threats, which may occur when a member promotes a position or opinion
to the point that subsequent objectivity may be compromised

(iv)

familiarity threats, which may occur when, because of a close or personal

relationship, a member becomes too sympathetic to the interests of others

(v)

intimidation threats, which may occur when a member may be deterred from acting
objectively by threats, whether actual or perceived.

Parts B and C of this Code explain how these categories of threats may be created for
members in practice and members in business respectively. Members in practice may also find
Part C relevant to their particular circumstances.

100.13 Safeguards are actions or other measures that may eliminate threats or reduce them to an
acceptable level. These fall into two broad categories:
(i)

safeguards created by the profession, legislation or regulation

(ii)

safeguards in the work environment.

100.14 Safeguards created by the profession, legislation or regulation include, but are not restricted to:
(i)

educational, training and experience requirements for entry into the profession

(ii)

continuing professional development requirements

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(iii)

corporate governance regulations

(iv)

professional standards

(v)

professional or regulatory monitoring and disciplinary procedures

(vi)

external review of the reports, returns, communications or information produced by a

member and carried out by a legally empowered third party.

100.15 Parts B and C of this Code, respectively, discuss safeguards in the work environment for
members in practice and members in business.

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, but are not restricted to:
(i)

effective, well publicised complaints 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

(ii)

an explicitly stated duty to report breaches of ethical requirements.

Conflicts of interest
100.17 A member may be faced with a conflict of interest when undertaking a professional activity. A
conflict of interest creates a threat to objectivity and may create threats to the other
fundamental principles. Such threats may be created when:
(i)

the member undertakes a professional activity related to a particular matter for two
or more parties whose interests with respect to that matter are in conflict or

(ii)

the interests of the member with respect to a particular matter and the interests of a
party for whom the member undertakes a professional activity related to that matter
are in conflict.

100.18 Parts B and C of this Code discuss conflicts of interest for members in practice and members
in business respectively.

Ethical conflict resolution

100.19 In evaluating compliance with the fundamental principles, a member may be required to
resolve a conflict in the application of fundamental principles.

100.20 When initiating either a formal or informal conflict resolution process, a member shall consider
the following, either individually or together with others, as part of the resolution process:
(i)

relevant facts

(ii)

ethical issues involved

(iii)

fundamental principles related to the matter in question

(iv)

established internal procedures

(v)

alternative courses of action.

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Having considered these factors, a member shall determine the appropriate course of action
that is consistent with the fundamental principles identified. The member shall also weigh 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.

100.21 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.

100.22 It may be in the best interests of the member to document the substance of the issue and
details of any discussions held or decisions taken concerning that issue.

100.23 If a significant conflict cannot be resolved, a member may consider obtaining professional
advice from the relevant professional body or legal advisers on a confidential basis and thereby
obtain guidance on ethical issues without breaching confidentiality. For example, a member
may suspect that he or she has encountered a fraud and may need to discuss confidential
information in order to satisfy themselves as to whether their suspicions are justified. In such
circumstances, the member shall also consider the requirement under the anti-money
laundering legislation to submit a report to NCA or to the firms Money Laundering Reporting
Officer (MLRO).

100.24 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.

Communicating with those charged with governance

100.25 When communicating with those charged with governance in accordance with the provisions of
this Code, the member or firm shall determine, having regard to the nature and importance of
the particular circumstances and matter to be communicated, the appropriate person(s) within
the entitys governance structure with whom to communicate. If the member or firm
communicates with a subgroup of those charged with governance for example, an audit
committee or an individual the member or firm shall determine whether communication with
all of those charged with governance is also necessary so that they are adequately informed.

Section 110 Integrity

110.1

The principle of integrity imposes an obligation on all members to be straightforward and

honest in professional and business relationships. Integrity also implies fair dealing and
truthfulness.

110.2

A member shall not be associated with reports, returns, communications or other information
where they believe that the information:
(i)

contains a false or misleading statement

(ii)

contains statements or information furnished recklessly

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(iii)

omits or obscures information required to be included where such omission or

obscurity would be misleading.

When a member becomes aware that they have been associated with such information they
shall take steps to be disassociated from the information.

110.3

A member will not be considered 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.

Section 120 Objectivity

120.1

The principle of objectivity imposes an obligation on all members not to compromise their
professional or business judgement because of bias, conflict of interest or the undue influence
of others.

120.2

A member may be exposed to situations that may impair objectivity. It is impractical to define
and prescribe all such situations. Relationships that bias or unduly influence the professional
judgement of the member shall be avoided. A member shall not perform a professional service
if a circumstance or relationship biases or unduly influences their professional judgement with
respect to that service.

Section 130 Professional competence and due care

130.1

130.2

The principle of professional competence and due care imposes the following obligations on
members:
(i)

to maintain professional knowledge and skill at the level required to ensure that
clients or employers receive competent professional service and

(ii)

to act diligently in accordance with applicable technical and professional standards

when providing professional services.

Competent professional service requires the exercise of sound judgement in applying

professional knowledge and skill in the performance of such service. Professional competence
may be divided into two separate phases:
(i)

attainment of professional competence and

(ii)

maintenance of professional competence.

130.3

The maintenance of professional competence requires continuing awareness and

understanding of relevant technical, professional and business developments. Continuing
professional development (CPD) develops and maintains the capabilities that enable a
member to perform competently within the professional environment. To achieve this, the AAT
Council expects all members to undertake CPD in accordance with the AAT Policy on
Continuing Professional Development. This requires members to assess, plan, action and
evaluate their learning and development needs. Members in practice should also refer to
paragraph 200.3.

130.4

Diligence encompasses the responsibility to act in accordance with the requirements of an

assignment, carefully, thoroughly and on a timely basis.

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130.5

A member shall take reasonable steps to ensure that those working under the members
authority in a professional capacity have appropriate training and supervision.

130.6

Where appropriate, a member shall make clients, employers or other users of the professional
services aware of limitations inherent in the services to avoid the misinterpretation of an
expression of opinion as an assertion of fact.

Section 140 Confidentiality

In general terms, there is a legal obligation to maintain the confidentiality of information which is given
or obtained in circumstances giving rise to a duty of confidentiality. There are some situations where
the law allows a breach of this duty.
The following sections help to explain what this means in practice for members as well as giving
guidance on the standards required of members from an ethical perspective.

140.1

The principle of confidentiality imposes an obligation on members to refrain from:

(i)

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

(ii)

using confidential information acquired as a result of professional and business

relationships to their personal advantage or the advantage of third parties.

Information about a past, present, or prospective clients or employers affairs, or the affairs of
clients of employers, acquired in a work context, is likely to be confidential if it is not a matter of
public knowledge.

140.2 A member shall maintain confidentiality even in a social environment. The member shall be
alert to the possibility of inadvertent disclosure, particularly in circumstances involving close or
personal relations, associates and long established business relationships.

140.3 A member shall maintain confidentiality of information disclosed by a prospective client or

employer.

140.4 A member shall maintain confidentiality of information within the firm or employing organisation.

140.5 A member shall take all reasonable steps to ensure that staff under their control and persons
from whom advice and assistance is obtained respect the principle of confidentiality. The
restriction on using confidential information also means not using it for any purpose other than
that for which it was legitimately acquired.

140.6 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.

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140.7 The following are circumstances where members are or may be required to disclose
confidential information or when such disclosure may be appropriate:
(i)

where disclosure is permitted by law and is authorised by the client or the employer
(or any other person to whom an obligation of confidence is owed)

(ii)

where disclosure is required by law, for example:

(iii)

(a)

production of documents or other provision of evidence in the course of

legal proceedings or

(b)

disclosure to the appropriate public authorities (for example, HMRC) of

infringements of the law that come to light

(c)

disclosure of actual or suspected money laundering or terrorist financing to

the members firms MLRO or to NCA if the member is a sole practitioner,
or

where there is a professional duty or right to disclose, which is in the public interest,
and is not prohibited by law. Examples may include:
(a)

to comply with the quality review of an IFAC member body or other

relevant professional body

(b)

to respond to an inquiry or investigation by AAT or a relevant regulatory or

professional body

(c)

to protect the members professional interests in legal proceedings

(d)

to comply with technical standards and ethics requirements.

This is a difficult and complex area and members are therefore specifically advised to seek
professional advice before disclosing confidential information under (c) above.

140.8 In deciding whether to disclose confidential information, members should consider the following
points:
(i)

whether the interests of all parties, including third parties, could be harmed even
though the client or employer (or other person to whom there is a duty of
confidentiality) consents to the disclosure of information by the member

(ii)

whether all the relevant information is known and substantiated, to the extent that
this is practicable. When the situation involves unsubstantiated facts, incomplete
information or unsubstantiated conclusions, professional judgement should be used
in determining the type of disclosure to be made, if any

(iii)

the type of communication or disclosure that may be made and by whom it is to be

received; in particular, members should be satisfied that the parties to whom the
communication is addressed are appropriate recipients.

Members who are in any doubt about their obligations in a particular situation should seek
professional advice.

Section 150 Professional behaviour

150.1

The principle of professional behaviour imposes an obligation on members to comply with

relevant laws and regulations and avoid any action that may bring disrepute to the profession.
This includes actions which a reasonable and informed third party, having knowledge of all
relevant information, would conclude negatively affect the good reputation of the profession.
Members should note that conduct reflecting adversely on the reputation of AAT is a ground for
disciplinary action under AATs Disciplinary Regulations.

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150.2

An example of this principle is that in marketing and promoting themselves and their work,
members shall be honest and truthful. They may bring the profession into disrepute if they:
(i)

make exaggerated claims for the services they are able to offer, the qualifications
they possess, or experience they have gained

(ii)

make disparaging references or unsubstantiated comparisons to the work of others.

Section 160 Taxation

160.1 Members performing taxation services in the UK, Ireland and in other member states of the EU
will be dealing with compliance and advice on direct and indirect taxes based on income, gains,
losses and profits. The administrative authorities and the legal basis for direct and indirect taxes
vary substantially.

160.2 It is beyond the scope of this Code to deal with detailed ethical issues relating to taxation
services encountered by members. The guidance that follows consists therefore of general
principles for members which apply to both direct and indirect taxation.

160.3 A member providing professional tax services has a duty to put forward the best position in
favour of a client or an employer. However, the service must be carried out with professional
competence, must not in any way impair integrity or objectivity and must be consistent with the
law.

160.4 A member shall not hold out to a client or an employer the assurance that any tax return
prepared and tax advice offered are beyond challenge. Instead the member shall ensure that
the client or the employer is aware of the limitations attaching to tax advice and services so that
they do not misinterpret an expression of opinion as an assertion of fact.

160.5 A member shall only undertake taxation work on the basis of full disclosure by the client or
employer. The member, in dealing with the tax authorities, must act in good faith and exercise
care in relation to facts or information presented on behalf of the client or employer. It will
normally be assumed that facts and information on which business tax computations are based
were provided by the client or employer as the taxpayer, and the latter bears ultimate
responsibility for the accuracy of the facts, information and tax computations. The member shall
avoid assuming responsibility for the accuracy of facts, etc. outside his or her own knowledge.

160.6 When a member submits a tax return or tax computation for a taxpayer client or employer, the
member is acting as an agent. The nature and responsibilities of the members duties should
be made clear to the client or employer, in the case of the former, by a letter of engagement.

160.7 Tax advice or opinions of material consequence given to a client or an employer shall be
recorded, either in the form of a letter or in a memorandum for the files.

160.8 In the case of a member in practice acting for a client, the member shall furnish copies of all tax
computations to the client before submitting them to HMRC.

160.9 When a member learns of a material error or omission in a tax return of a prior year, or of a
failure to file a required tax return, the member has a responsibility to advise promptly the client
or employer of the error or omission and recommend that disclosure be made to HMRC. If the
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client or employer, after having had a reasonable time to reflect, does not correct the error, the
member shall inform the client or employer in writing that it is not possible for the member to act
for them in connection with that return or other related information submitted to the authorities.
Funds dishonestly retained after discovery of an error or omission become criminal property
and their retention amounts to money laundering by the client or employer. It is also a criminal
offence in the UK for a person, including an accountant, to become concerned in an
arrangement which he knows or suspects facilitates (by whatever means) the acquisition,
retention, use or control of criminal property by or on behalf of another person. Other EU states
have equivalent provisions. In each of these situations, the member shall comply with the duty
to report the clients or employers activities to the relevant authority, as explained in the
following paragraph.

160.10 (i)

(ii)

(iii)

A member in practice whose client refuses to make disclosure of an error or omission

to HMRC, after having had notice of it and a reasonable time to reflect, is obliged to
report the clients refusal and the facts surrounding it to the MLRO if the member is
within a firm, or to the appropriate authority (NCA in the UK) if the member is a sole
practitioner. The member shall not disclose to the client or anyone else that such a
report has been made if the member knows or suspects that to do so would be likely to
prejudice any investigation which might be conducted following the report.
In circumstances where the employer of a member in business refuses to make
disclosure of an error or omission to HMRC:
(a)

where the employed member in business has acted in relation to the error
or omission, he or she should report the employers refusal and the
surrounding facts, including the extent of the members involvement, to
the appropriate authority as soon as possible, as this may provide the
member with a defence to the offence of facilitating the retention of
criminal property

(b)

where the employed member in business has not acted in relation to the
error or omission, he or she is not obliged to report the matter to the
authorities. However, if the member does make a report to the appropriate
authority, such report will not amount to a breach of the members duty of
confidentiality.

Where a member in business is a contractor who is a relevant person for the

purposes of the Money Laundering Regulations 2007 in the UK or equivalent
legislation in another EU State or other overseas jurisdictions, the member shall act in
accordance with paragraph 160.10(i) above, as though he were a member in practice.
However, where the member in business is not such a relevant person, he should act
in accordance with paragraph 160.10(ii) above.

All members have a responsibility to make themselves familiar with anti-money laundering and
terrorist financing legislation and any guidance issued by AAT in this regard.

160.11 The tax authorities in many countries have extensive powers to obtain information. Members
confronted by the exercise of these powers by the relevant authorities should seek appropriate
legal advice.

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Part B: Members in practice

Section 200 Introduction
Section 210 Professional appointment
Section 220 Conflicts of interest
Section 230 Second opinions
Section 240 Fees and other types of remuneration
Section 250 Marketing professional services
Section 260 Gifts and hospitality
Section 270 Custody of client assets
Section 280 Objectivity all services
Section 290 Independence assurance engagements
Section 200 Introduction
200.1

This part of the Code illustrates how the conceptual framework contained in Part A is to be
applied in specific situations relevant to members in practice. It should be read in conjunction
with the general guidance in Part A.
The examples in the following sections are intended to illustrate how the conceptual framework
is to be applied and are not intended to be, nor should they be interpreted as, an exhaustive list
of all circumstances experienced by a member in practice that may create threats to
compliance with the fundamental principles. Therefore, it is not sufficient for a member in
practice merely to comply with the examples presented; rather, the framework must be applied
to the particular circumstances faced.

200.2

A member in 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 rendering of professional services in accordance with the
fundamental principles laid out in this Code.

200.3

Members who provide accounting, taxation or related consultancy services on a self-employed

basis in the UK must register on AATs Scheme for Members in Practice and comply with
AATs Member in Practice Regulations. These AAT members are known as members in
practice. Although student and affiliate members (as well as full members who provide related
self-employed services outside the UK) cannot register on the scheme, it is recommended that
they comply with this Code, guidelines and regulations relating to members in practice.
Whether or not eligible for and required to register on AATs Scheme for Members in Practice,
all members who provide self-employed accountancy, taxation or related consultancy services
are included within the definition of members in practice in this Code.

200.4

Members, unless appropriately authorised by a regulatory body recognised by statutory

authority, may not, inter alia, perform the following functions in the UK:

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(i)

external audit of UK limited companies and other prescribed organisations in

accordance with the provisions of the Companies Acts from time to time in force

(ii)

external audit of other bodies which require the services of a registered auditor

(iii)

activities regulated by the Financial Services Authority (FSA) including the

undertaking of investment business and the provision of corporate finance advice to
clients

(iv)

insolvency practice in accordance with the provisions of the relevant insolvency

legislation.

Threats and safeguards

200.5

The nature and significance of the threats for a member in practice may differ depending on
whether they arise in relation to the provision of services to a financial statement audit client, a
non-financial statement audit assurance client or a non-assurance client.

200.6

Examples of circumstances that may create self-interest threats for a member in practice
include, but are not limited to:

200.7

200.8

(i)

a financial interest in a client or jointly holding a financial interest with a client

(ii)

undue dependence on total fees from a client

(iii)

having a close business relationship with a client

(iv)

concern about the possibility of losing a client

(v)

potential employment with a client

(vi)

contingent fees relating to an assurance engagement

(vii)

a loan to or from an assurance client or any of its directors or officers

(viii)

discovering a significant error when evaluating the results of a previous professional

service performed by a member of staff working with or for the member.

Examples of circumstances that may create self-review threats include, but are not limited to:
(i)

the discovery of a significant error during a re-evaluation of the work of the member
in practice

(ii)

reporting on the operation of financial systems after being involved in their design or
implementation

(iii)

having prepared the original data used to generate records that are the subject
matter of the engagement

(iv)

a member of the assurance team being, or having recently been, a director or officer
of that client

(v)

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

(vi)

performing a service for a client that directly affects the subject matter of the
assurance engagement.

Examples of circumstances that may create advocacy threats include, but are not limited to:
(i)

promoting shares in a listed entity when that entity is a financial statement audit
client
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(ii)

200.9

acting as an advocate on behalf of an assurance client in litigation or disputes with

third parties.

Examples of circumstances that may create familiarity threats include, but are not limited to:
(i)

a member of the engagement team having a close or personal relationship with a

director or officer of the client

(ii)

a member of the engagement team having a close or personal relationship with an

employee of the client who is in a position to exert direct and significant influence
over the subject matter of the engagement

(iii)

a former partner of the firm being a director or officer of the client or an employee in
a position to exert direct and significant influence over the subject matter of the
engagement

(iv)

accepting gifts or preferential treatment from a client, unless the value is clearly
insignificant

(v)

long association of senior personnel with the assurance client.

200.10 Examples of circumstances that may create intimidation threats include, but are not limited to:
(i)

being threatened with dismissal or replacement in relation to a client engagement

(ii)

an assurance client indicating that he will not award a planned non-assurance

contract to the member in practice if the member in practice continues to disagree
with the clients accounting treatment for a particular transaction

(iii)

being threatened with litigation

(iv)

being pressured to reduce inappropriately the quality or extent of work performed in

order to reduce fees

(v)

feeling pressured to agree with the judgement of a client employee because the
employee has more expertise on the matter in question.

200.11 A member in practice may also find that specific circumstances give rise to unique threats to
compliance with one or more of the fundamental principles. Such unique threats obviously
cannot be categorised. In either professional or business relationships, a member in practice
shall always be on the alert for such circumstances and threats.

200.12 Examples of safeguards created by the profession, legislation or regulation are described in
paragraphs 100.13 and 100.14 of Part A of these Code.

200.13 In the work environment, the relevant safeguards will vary depending on the circumstances.
Work environment safeguards may be either firm-wide safeguards or safeguards which are
specific to one particular engagement. A member in practice shall in both cases exercise
judgement to determine how to best deal with an identified threat.

200.14 Firm-wide safeguards in the work environment may include:

(i)

development of a leadership culture within the firm that stresses the importance of
compliance with the fundamental principles

(ii)

development of a leadership culture within the firm that establishes the expectation
that members of an assurance team will act in the public interest

(iii)

policies and procedures to implement and monitor quality control of engagements

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(iv)

documented policies regarding the identification of threats to compliance with the

fundamental principles, the evaluation of the significance of these threats and the
identification and the application of safeguards to eliminate or reduce the threats,
other than those that are clearly insignificant, to an acceptable level or when
appropriate safeguards are not available or cannot be applied, terminate or decline
the relevant engagement

(v)

for firms that perform assurance engagements, documented independence policies

regarding the identification of threats to independence, the evaluation of the
significance of these threats and the evaluation and application of safeguards to
eliminate or reduce the threats, other than those that are clearly insignificant, to an
acceptable level

(vi)

documented internal policies and procedures requiring compliance with the

fundamental principles

(vii)

policies and procedures that will enable the identification of interests or relationships
between the firm or members of engagement teams and clients

(viii)

policies and procedures to monitor and, if necessary, manage the reliance on

revenue received from a single client

(ix)

using different partners and engagement teams with separate reporting lines for the
provision of non-assurance services to an assurance client

(x)

policies and procedures to prohibit individuals who are not members of an

engagement team from inappropriately influencing the outcome of the engagement

(xi)

timely communication of a firms policies and procedures, including any changes to

them, to all partners and professional staff, and appropriate training and education
on such policies and procedures

(xii)

designating a member of senior management to be responsible for overseeing the

adequate functioning of the firms quality control system

(xiii)

advising partners and professional staff of those assurance clients and related
entities from which they must be independent

(xiv)

a disciplinary mechanism to promote compliance with policies and procedures

(xv)

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.

200.15 Engagement-specific safeguards in the work environment may include:

(i)

involving an additional member to review the work done or otherwise advise as

necessary

(ii)

consulting an independent third party, such as a committee of independent directors,

a professional regulatory body or another member

(iii)

discussing ethical issues with those charged with governance of the client

(iv)

disclosing to those charged with governance of the client the nature of services
provided and extent of fees charged

(v)

involving another firm to perform or re-perform part of the engagement

(vi)

rotating senior assurance team personnel.

200.16 Depending on the nature of the engagement, a member in 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.

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200.17 Safeguards within the clients systems and procedures may include:
(i)

when a client appoints a member in practice or a firm to perform an engagement,

where appropriate persons other than management ratify or approve the
appointment

(ii)

the client has competent employees with experience and seniority to make
managerial decisions

(iii)

the client has implemented internal procedures that ensure objective choices in
commissioning non-assurance engagements

(iv)

the client has a corporate governance structure that provides appropriate oversight
and communications regarding the firms services.

Section 210 Professional appointment

Client acceptance
210.1

Before accepting a new client relationship, a member in practice shall determine whether
acceptance would create any threats to compliance with the fundamental principles. Potential
threats may be created by the characteristics and character of the client, or the nature of the
clients business.
Examples of such threats include:

210.2

(i)

the clients involvement in illegal activities (such as money laundering)

(ii)

dishonesty

(iii)

questionable financial reporting practices.

A member in practice shall evaluate the significance of any threats and if they are not clearly
insignificant, safeguards shall be determined and applied as necessary to eliminate them or
reduce them to an acceptable level.
Examples of safeguards include:
(i)

obtaining knowledge and understanding of the client, its owners, managers and
those responsible for its governance and business activities

(ii)

securing the clients commitment to improve corporate governance practices or

internal controls

(iii)

ensuring that any concerns are addressed by way of a letter of engagement.

210.3

Quite separately from assessing the threat to compliance with the fundamental principles, the
member in practice shall assess and mitigate the threat of the members services being used
to facilitate money laundering or terrorist financing, in accordance with the applicable antimoney laundering legislation. The Money Laundering Regulations 2007 apply when: a member
enters a professional relationship with a client, which the member estimates will have an
element of duration; the member acts in relation to a transaction or series of related
transactions amounting to 15,000 euro or more; or there is a suspicion of money laundering.

210.4

The requirements of a member in practice in ensuring compliance with their obligations under
the Money Laundering Regulations 2007 can be found in AATs Guidance on anti-money
laundering legislation. Failure to comply with these requirements shall constitute a breach of
the fundamental principle of professional behaviour.

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210.5

Where it is not possible to reduce the threats to an acceptable level, a member in practice shall
decline to enter into the client relationship.

210.6

It is recommended that a professional accountant in public practice periodically reviews

acceptance decisions for recurring client engagements.

Engagement acceptance
210.7

A member in practice shall agree to provide only those services that the member in practice is
competent to perform. Before accepting a specific client engagement, a member in practice
shall consider 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.

210.8

A member in practice shall evaluate the significance of identified threats and, if they are not
clearly insignificant, safeguards shall be applied as necessary to eliminate them or reduce
them to an acceptable level. Such safeguards may include:

210.9

(i)

acquiring an appropriate understanding of the nature of the clients business, the

complexity of its operations, the specific requirements of the engagement and the
purpose, nature and scope of the work to be performed

(ii)

acquiring knowledge of relevant industries or subject matters

(iii)

possessing or obtaining experience with relevant regulatory or reporting

requirements

(iv)

assigning sufficient staff with the necessary competencies

(v)

using experts where necessary

(vi)

agreeing on a realistic time frame for the performance of the engagement

(vii)

complying with quality control policies and procedures designed to provide

reasonable assurance that specific engagements are accepted only when they can
be performed competently.

When a member in practice intends to rely on the advice or work of an expert, the member in
practice shall determine whether such reliance is warranted. The member in practice shall
consider factors such as 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

210.10 A member in practice who is asked to replace an existing accountant, or who is considering
tendering for an engagement currently held by an existing accountant, shall determine whether
there are any reasons, professional or other, for not accepting the engagement, such as
circumstances that threaten compliance with the fundamental principles. For example, there
may be a threat to professional competence and due care if a member in practice accepts the
engagement before knowing all the pertinent facts.

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210.11 A member in practice shall evaluate the significance of the threats. Depending on the nature of
the engagement, this may require direct communication with the existing accountant to
establish the facts and circumstances behind the proposed change so that the member in
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 as to
whether or not to accept the appointment. If the identified threats are not clearly insignificant,
safeguards must be considered and applied as necessary to eliminate them or reduce them to
an acceptable level.

210.12 Such safeguards may include:

(i)

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 enquiries may be made as to whether there are any professional or other
reasons why the appointment should not be accepted

(ii)

asking the existing accountant to provide known information on any facts or

circumstances, that, in the existing accountants opinion, the proposed accountant
should be aware of before deciding whether or not to accept the engagement

(iii)

obtaining necessary information from other sources.

210.13 If the proposed accountant is unable to communicate with the existing accountant, the
proposed accountant should try to obtain information about any possible threats by other
means such as through enquiries of third parties or background investigations on senior
management or those charged with governance of the client.

210.14 A member in practice may be asked to undertake work that is complementary or additional to
the work of an existing accountant. Such circumstances may create threats to professional
competence and due care resulting from, for example, a lack of or incomplete information. In
this circumstance a member in practice shall evaluate the significance of any such risks and
safeguards applied when necessary to eliminate the threat or reduce it to an acceptable level.
An example of a safeguard in this circumstance would be to notify 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.

210.15 An existing accountant is bound by confidentiality, subject to legal exceptions. The extent to
which the member in practice can, and should, as existing accountant, discuss the affairs of a
client with a proposed accountant will depend on the nature of the engagement and on:
(i)

whether the clients permission to do so has been obtained

(ii)

the legal or ethical requirements relating to such communications and disclosure,

which may vary by jurisdiction.

In determining whether to communicate facts to a proposed accountant where he knows or

suspects that a client is involved in money laundering or terrorist financing, a member in
practice shall be mindful of his responsibilities under anti-money laundering legislation,
particularly in relation to tipping off and prejudicing an investigation. For further information
please refer to AATs Guidance on anti-money laundering legislation.

210.16 In the absence of specific instructions by the client, an existing accountant should not ordinarily
volunteer information about the clients affairs. Circumstances where it may be appropriate to
disclose confidential information are set out in Section 140 of Part A of this Code.

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210.17 Where the threats cannot be eliminated or reduced to an acceptable level through the
application of safeguards, a member in practice shall, unless there is satisfaction as to
necessary facts by other means, decline the engagement.

Section 220 Conflicts of interest

220.1

A member in practice may be faced with a conflict of interest when performing a professional
service. A conflict of interest creates a threat to objectivity and may create threats to the other
fundamental principles. Such threats may be created when:
(i)

the member in practice provides a professional service related to a particular matter

for two or more clients whose interests with respect to that matter are in conflict or

(ii)

the interests of the member in practice with respect to a particular matter and the
interests of the client for whom the member in practice provides a professional
service related to that matter are in conflict.

A member in practice shall not allow a conflict of interest to compromise professional or

business judgement.
When the professional service is an assurance service, compliance with the fundamental
principle of objectivity also requires being independent of assurance clients in accordance
with Section 290 or 291 as detailed in the Code of Professional Ethics: independence
provisions relating to review and assurance engagements as appropriate.

220.2

220.3

Examples of situations in which conflicts of interest may arise include:

(i)

providing a transaction advisory service to a client seeking to acquire an audit client

of the firm, where the firm has obtained confidential information during the course of
the audit that may be relevant to the transaction

(ii)

advising two clients at the same time who are competing to acquire the same
company where the advice might be relevant to the parties competitive positions

(iii)

providing services to both a vendor and a purchaser in relation to the same

transaction

(iv)

preparing valuations of assets for two parties who are in an adversarial position with
respect to the assets

(v)

representing two clients regarding the same matter who are in legal dispute with
each other, such as during divorce proceedings or the dissolution of a partnership

(vi)

providing an assurance report for a licensor on royalties due under a licence

agreement when at the same time advising the licensee of the correctness of the
amount payable

(vii)

advising a client to invest in a business in which, for example, the spouse of the
member in practice has a financial interest

(viii)

providing strategic advice to a client on its competitive position while having a joint
venture or similar interest with a major competitor of the client

(ix)

advising a client on the acquisition of a business which the firm is also interested in
acquiring

(x)

advising a client on the purchase of a product or service while having a royalty or

commission agreement with one of the potential vendors of that product or service.

When identifying and evaluating the interests and relationships that might create a conflict of
interest and implementing safeguards, when necessary, to eliminate or reduce any threat to
compliance with the fundamental principles to an acceptable level, a member in practice shall
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exercise professional judgement and take into account whether a reasonable and informed
third party, weighing all the specific facts and circumstances available to the member in
practice at the time, would be likely to conclude that compliance with the fundamental
principles is not compromised.

220.4

When addressing conflicts of interest, including making disclosures or sharing information

within the firm or network and seeking guidance of third parties, the member in practice shall
remain alert to the fundamental principle of confidentiality.

220.5

If the threat created by a conflict of interest is not at an acceptable level, the member in
practice shall apply safeguards to eliminate the threat or reduce it to an acceptable level. If
safeguards cannot reduce the threat to an acceptable level, the member in practice shall
decline to perform or discontinue professional services that would result in the conflict of
interest, or shall terminate relevant relationships or dispose of relevant interests to eliminate
the threat or reduce it to an acceptable level.

220.6

Before accepting a new client relationship, engagement, or business relationship, a member in

practice shall take reasonable steps to identify circumstances that might create a conflict of
interest, including identification of:
(i)

the nature of relevant interests and relationships between the parties involved and

(ii)

the nature of the service and its implications for relevant parties.

The nature of the services and the relevant interests and relationships may change during the
course of the engagement. This is particularly true when a member in practice is asked to
conduct an engagement in a situation that may become adversarial, even though the parties
who engage the member may not initially be involved in a dispute. The member in practice
shall remain alert to such changes for the purpose of identifying circumstances that might
create a conflict of interest.

220.7

For the purpose of identifying interests and relationships that might create a conflict of interest,
having an effective conflict identification process assists a member in practice to identify actual
or potential conflicts of interest prior to determining whether to accept an engagement and
throughout an engagement. This includes matters identified by external parties, for example,
clients or potential clients. The earlier an actual or potential conflict of interest is identified, the
greater the likelihood of the member being able to apply safeguards, when necessary, to
eliminate the threat to objectivity and any threat to compliance with other fundamental
principles or to reduce it to an acceptable level. The process of identifying an actual or potential
conflict of interest will depend on factors such as:
(i)

the nature of the professional services provided

(ii)

the size of the firm

(iii)

the size and nature of the client base

(iv)

the structure of the firm; for example, the number and geographic location of offices.

220.8

If the firm is a member of a network, conflict identification shall include any conflicts of interest
that the member in practice has reason to believe may exist or might arise due to interests and
relationships of a network firm. Reasonable steps to identify such interests and relationships
involving a network firm will depend on factors such as the nature of the professional services
provided, the clients served by the network and the geographic location of all relevant parties.

220.9

If a conflict of interest is identified, the member in practice shall evaluate:

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(i)

the significance of relevant interests or relationships and

(ii)

the significance of the threats created by performing the professional service or

services. In general, the more direct the connection between the professional service
and the matter on which the parties interests are in conflict, the more significant the
threat to objectivity and compliance with the other fundamental principles.

220.10 The member in practice shall apply safeguards, when necessary, to eliminate the threats to
compliance with the fundamental principles created by the conflict of interest or reduce them to
an acceptable level. Examples of safeguards include:
(i)

implementing mechanisms to prevent unauthorised disclosure of confidential

information when performing professional services related to a particular matter for
two or more clients whose interests with respect to that matter are in conflict. This
could include:
(a)

using separate engagement teams who are provided with clear policies and
procedures on maintaining confidentiality

(b)

creating separate areas of practice for speciality functions within the firm,
which may act as a barrier to the passing of confidential client information
from one practice area to another within a firm

(c)

establishing policies and procedures to limit access to client files, the use of
confidentiality agreements signed by employees and partners of the firm
and/or the physical and electronic separation of confidential information

(ii)

regular review of the application of safeguards by a senior individual not involved

with the client engagement or engagements

(iii)

having a professional accountant who is not involved in providing the service or

otherwise affected by the conflict review the work performed to assess whether the
key judgements and conclusions are appropriate

(iv)

consulting with third parties, such as a professional body, legal advisers, or another
professional accountant.

220.11 In addition, it is generally necessary to disclose the nature of the conflict of interest and the
related safeguards, if any, to clients affected by the conflict and, when safeguards are required
to reduce the threat to an acceptable level, to obtain their consent to the member in practice
performing the professional services.
Disclosure and consent may take different forms, for example:
(i)

general disclosure to clients of circumstances where the member in practice, in

keeping with common commercial practice, does not provide services exclusively for
any one client (for example, in a particular service in a particular market sector) in
order for the client to provide general consent accordingly. Such disclosure might, for
example, be made in the member in practices standard terms and conditions for the
engagement, as drafted into the mandatory letter of engagement

(ii)

specific disclosure to affected clients of the circumstances of the particular conflict,

including a detailed presentation of the situation and a comprehensive explanation of
any planned safeguards and the risks involved, sufficient to enable the client to make
an informed decision with respect to the matter and to provide explicit consent
accordingly

(iii)

in certain circumstances, consent may be implied by the clients conduct where the
member in practice has sufficient evidence to conclude that clients know the
circumstances at the outset and have accepted the conflict of interest if they do not
raise an objection to the existence of the conflict.

The member in practice shall determine whether the nature and significance of the conflict of
interest is such that specific disclosure and explicit consent is necessary. For this purpose, the
professional accountant shall exercise professional judgement in weighing the outcome of the
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evaluation of the circumstances that create a conflict of interest, including the parties that might
be affected, the nature of the issues that might arise and the potential for the particular matter
to develop in an unexpected manner.

220.12 Where a member in practice has requested explicit consent from a client and that consent has
been refused by the client, the member in practice shall decline to perform or shall discontinue
professional services that would result in the conflict of interest, or shall terminate relevant
relationships or dispose of relevant interests to eliminate the threat or reduce it to an
acceptable level, such that consent can be obtained, after applying any relevant safeguards if
necessary.

220.13 When disclosure is verbal, or consent is verbal or implied, the member in practice is
encouraged to document the nature of the circumstances giving rise to the conflict of interest,
the safeguards applied to reduce the threats to an acceptable level and the consent obtained.
220.14 In certain circumstances, making specific disclosure for the purpose of obtaining explicit
consent would result in a breach of confidentiality. Examples of such circumstances may
include:
(i)

performing a transaction-related service for a client in connection with a hostile

takeover of another client of the firm

(ii)

performing a forensic investigation for a client in connection with a suspected

fraudulent act where the firm has confidential information obtained through having
performed a professional service for another client who might be involved in the
fraud.

The firm shall not accept or continue an engagement under such circumstances unless the
following conditions are met:
(iii)

the firm does not act in an advocacy role for one client where this requires the firm to
assume an adversarial position against the other client with respect to the same
matter

(iv)

specific mechanisms are in place to prevent disclosure of confidential information

between the engagement teams serving the two clients and

(v)

the firm is satisfied that a reasonable and informed third party, weighing all the
specific facts and circumstances available to the member in practice at the time,
would be likely to conclude that it is appropriate for the firm to accept or continue the
engagement because a restriction on the firms ability to provide the service would
produce a disproportionate adverse outcome for the client or other relevant third
parties.

The member in practice shall document the nature of the circumstances, including the role that
the member in practice is to undertake, the specific mechanisms in place to prevent disclosure
of information between the engagement teams serving the two clients and the rationale for the
conclusion that it is appropriate to accept the engagement.

Section 230 Second opinions

230.1

A member in practice may be asked to provide a second opinion on the application of

accounting, auditing, reporting or other standards or principles to specific circumstances or
transactions by or on behalf of a company or an entity that is not an existing client. This may
give rise to threats to compliance with the fundamental principles. For example, there may be a
threat to professional competence and due care in circumstances where the second opinion is
not based on the same set of facts that were made available to the existing accountant, or is
based on inadequate evidence. The significance of the threat will depend on the circumstances

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of the request and all the other available facts and assumptions relevant to the expression of a
professional judgement.

230.2

When asked to provide such an opinion, a member in practice shall evaluate the significance of
the threats. Unless they are clearly insignificant, safeguards must be considered and applied
as necessary to eliminate them or reduce them to an acceptable level. Such safeguards may
include seeking client permission to contact the existing accountant, describing the limitations
surrounding any opinion in communications with the client and providing the existing
accountant with a copy of the opinion.

230.3

If the company or entity seeking the opinion will not permit communication with the existing
accountant, a member in practice shall determine whether it is appropriate to provide the
opinion sought, taking all the circumstances into account.

Section 240 Fees and other types of remuneration

240.1

When entering into negotiations regarding professional services, a member in practice may
quote whatever fee is deemed to be appropriate. The fact that one member in practice or
member of another IFAC member body may quote a fee lower than another is not in itself
unethical. Nevertheless, there may be threats to compliance with the fundamental principles
arising from the level of fees quoted. For example, a self-interest threat to professional
competence and due care is created if the fee quoted is so low that it may be difficult to
perform the engagement in accordance with applicable technical and professional standards
for that price.

240.2

The existence and significance of such threats will depend on factors such as the level of fee
quoted and the services to which it applies. In view of these potential threats, safeguards shall
be considered and applied as necessary to eliminate them or reduce them to an acceptable
level. Safeguards which may be adopted include:

240.3

240.4

(i)

making the client aware of the terms of the engagement and, in particular, the basis
on which fees are charged and which services are covered by the quoted fee

(ii)

assigning appropriate time and qualified staff to the task.

Contingent fees are widely used for certain types of non-assurance engagements. They may,
however, give rise to threats to compliance with the fundamental principles in certain
circumstances. They may also give rise to a self-interest threat to objectivity. The significance
of such threats will depend on factors including:
(i)

the nature of the engagement

(ii)

the range of possible fee amounts

(iii)

the basis for determining the fee

(iv)

whether the outcome or result of the transaction is to be reviewed by an independent

third party.

A member in practice shall evaluate the significance of such threats and, if they are not clearly
insignificant, safeguards must be considered and applied as necessary to eliminate or reduce
them to an acceptable level. Such safeguards may include:
(i)

an advance written agreement with the client as to the basis of remuneration

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(ii)

disclosure to intended users of the work performed by the member in practice and
the basis of remuneration

(iii)

quality control policies and procedures

(iv)

review by an objective third party of the work performed by the member in practice.

Commission
240.5

In certain circumstances, a member in practice may receive a referral fee or commission

relating to a client. For example, where the member in practice does not provide the specific
service required, a fee may be received for referring a continuing client to another member in
practice or member of another IFAC member body or other expert. A member in practice may
receive a commission from a third party (for example, a software vendor) in connection with the
sale of goods or services to a client.

240.6

A member who receives a commission or other reward in return for the introduction of a client
should be aware that if such an introduction is made in the course of a fiduciary relationship
with the client, the member will be accountable for the commission or reward to the client. That
means that the member will, under UK and other common law regimes, be bound to pass over
the commission or reward to the client, unless the latter, having been informed of the nature
and amount of the commission or reward, agrees that the member can keep it.

240.7

Accepting such a referral fee or commission may give rise to self-interest threats to objectivity
and professional competence and due care.

240.8

A member in practice may also pay a referral fee to obtain a client, for example, where the
client continues as a client of another member in practice or member of another IFAC member
body but requires specialist services not offered by the existing accountant. The payment of
such a referral fee may also create a self-interest threat to objectivity and professional
competence and due care.

240.9

A member in practice shall not pay or receive a referral fee or commission, unless the member
in practice has established safeguards to eliminate the threats or reduce them to an acceptable
level. Such safeguards may include:
(i)

disclosing to the client any arrangements to pay a referral fee to another member in
practice or member of another IFAC member body for the work referred

(ii)

disclosing to the client any arrangements to receive a referral fee for referring the
client to another member in practice

(iii)

obtaining advance agreement from the client for commission arrangements in

connection with the sale by a third party of goods or services to the client.

240.10 A member in practice may purchase all or part of another firm on the basis that payments will
be made to individuals formerly owning the firm or to their heirs or estates. Such payments are
not regarded as commissions or referral fees for the purpose of paragraphs 240.5-240.7
above.

Section 250 Marketing professional services

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250.1

When a member in practice solicits new work through advertising or other forms of marketing,
there may be potential threats to compliance with the fundamental principles. For example, a
self-interest threat to compliance with the principle of professional behaviour is created if
services, achievements or products are marketed in a way that is inconsistent with that
principle.

250.2

A member in practice shall not bring the profession into disrepute when marketing professional
services. The member in practice shall be honest and truthful and should not:
(i)

make exaggerated claims for services offered, qualifications possessed or

experience gained

(ii)

make disparaging references or unsubstantiated comparisons to the work of another

member.

If the member in practice is in doubt about whether a proposed form of advertising or marketing
is appropriate, the member in practice shall consult with AAT.

Section 260 Gifts and hospitality

260.1

A member in practice, or a close or personal relation, may be offered gifts and hospitality from
a client. Such an offer ordinarily gives rise to threats to compliance with the fundamental
principles. For example, self-interest threats to objectivity may be created if a gift from a client
is accepted; intimidation threats to objectivity may result from the possibility of such offers
being made public.

260.2

The existence and significance of such threats will depend on the nature, value and intent
behind the offer. Where gifts or hospitality which a reasonable and informed third party, having
knowledge of all relevant information, would consider clearly insignificant are made, a member
in practice may conclude that the offer is made in the normal course of business without the
specific intent to influence decision-making or to obtain information. In such cases, the member
in practice may generally conclude that there is no significant threat to compliance with the
fundamental principles.

260.3

If evaluated threats are not clearly insignificant, safeguards must be considered and applied as
necessary to eliminate them or reduce them to an acceptable level. When the threats cannot
be eliminated or reduced to an acceptable level through the application of safeguards, a
member in practice shall not accept such an offer.

260.4

A member in practice should also consider potential criminal offences under the Bribery Act
2010 which may be relevant.

Section 270 Custody of client assets

270.1

A member in practice shall not assume custody of client monies or other assets unless
permitted to do so by law and, if so, in compliance with any additional legal duties imposed on
a member in practice holding such assets.

270.2

The holding of client assets creates threats to compliance with the fundamental principles; for
example, there is a self-interest threat to professional behaviour and there may be a selfinterest threat to objectivity arising from holding client assets. To safeguard against such

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threats, a member in practice entrusted with money (or other assets) belonging to others
should:

270.3

(i)

keep such assets separately from their personal or firms assets

(ii)

use such assets only for the purpose for which they are intended

(iii)

at all times, be ready to account for those assets, and any income, dividends or
gains generated, to any persons entitled to such accounting

(iv)

comply with all relevant laws and regulations relevant to the holding of and
accounting for such assets. Members operating in the UK cannot hold investment
business clients monies (as defined in the relevant UK legislation) unless they are
regulated by the FSA.

In addition, members in practice should be aware of threats to compliance with the

fundamental principles through association with such assets; for example, if the assets were
found to derive from illegal activities, and as a result put the member at risk of laundering the
proceeds of crime. For more details refer to AATs Guidance on anti-money laundering
legislation.

Section 280 Objectivity all services

280.1

A member in practice shall consider, when providing any professional service, whether there
are threats to compliance with the fundamental principle of objectivity resulting from having
interests in, or relationships with, a client or directors, officers or employees of a client. For
example, a familiarity threat to objectivity may be created from a close personal or business
relationship.

280.2

A member in practice who provides an assurance service is required to be independent of the

assurance client. Independence of mind and appearance is necessary to enable the member in
practice to express a conclusion, and be seen to express a conclusion, without bias, conflict of
interest or undue influence of others. Sections 290 and 291 which can be found in the AAT
Code of Professional Ethics: independence provisions for review and assurance engagements,
provides specific guidance on independence requirements for members in practice when
performing review and assurance engagements, and the provisions relating to.

280.3

The existence of threats to objectivity when providing any professional service will depend
upon the particular circumstances of the engagement and the nature of the work that the
member in practice is performing.

280.4

A member in practice shall evaluate the significance of identified threats and, if they are not
clearly insignificant, safeguards must be considered and applied as necessary to eliminate
them or reduce them to an acceptable level. Such safeguards may include:
(i)

withdrawing from the engagement team

(ii)

supervisory procedures

(iii)

terminating the financial or business relationship giving rise to the threat

(iv)

discussing the issue with higher levels of management within the firm

(v)

discussing the issue with those charged with governance of the client.

If safeguards cannot eliminate or reduce the threat to an acceptable level, a member in

practice shall decline or terminate the relevant engagement.

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Sections 290 and 291 Independence review and assurance engagements

290.1

These sections address the independence requirements for review and assurance
engagements, which are assurance engagements in which a member in practice expresses a
conclusion on financial statements. Such engagements comprise review engagements to
report on a complete set of financial statements or single financial statements and assurance
engagements. Assurance engagements may be assertion-based or direct reporting. In either
case they involve three separate parties: a member in practice or member of another IFAC
member body, a responsible party and intended users.

290.2

In certain circumstances involving review engagements where the review includes a restriction
on use and distribution and provided certain conditions are met, the independence
requirements in this section may be modified as provided for in the AAT Code of Professional
Ethics: independence provisions for review and assurance engagements.

290.3

In the case of a review or assurance engagement it is in the public interest and, therefore,
required by the fundamental principles set out in this Code, that members of review or
assurance teams, firms and, when applicable, network firms be independent of review or
assurance clients. The independence requirements that apply to audit and other insurance
engagements are not applicable to compilation of financial statements. However, the
fundamental principles apply to all professional and business activities.

290.4

Members in practice shall be mindful that there are certain factors which by their nature are a
threat to independence and objectivity in any professional role and consider appropriate
safeguard. These areas of risk include:

290.5

(i)

family and other personal or business relationships

(ii)

loans

(iii)

beneficial interests in shares and other investments

(iv)

gifts and hospitality.

Independence requires:
Independence of mind
The state of mind that permits the expression of a conclusion without being affected by
influences that compromise professional judgement, 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, having knowledge of all relevant information, including safeguards
applied, would be likely to conclude weighing all the facts and circumstances, that a firms, or a
member of the review or assurance teams, integrity, objectivity or professional scepticism has
been compromised.

A conceptual approach to independence

290.6

The conceptual framework approach shall be applied by members to:

(i)

identify threats to independence

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(ii)

evaluate the significance of the threats identified and if they are not clearly
insignificant

(iii)

apply safeguards in cases when the threats are not clearly insignificant, identifying
and applying appropriate safeguards to eliminate or reduce the threats to an
acceptable level.

When a member determines that appropriate safeguards are not available or cannot be applied
to eliminate the threats or reduce them to an acceptable level, the member shall eliminate the
circumstance or relationship creating the threats or decline or terminate the review or
assurance engagement.
A member shall use professional judgement in applying this conceptual framework.

290.7

Many different circumstances, or combination of circumstances, may be relevant in assessing

threats to independence. It is impossible to define every situation that creates threats to
independence and specify the appropriate safeguarding action that should be taken. In
addition, the nature of review or assurance engagements may differ and consequently different
threats may exist, requiring the application of different safeguards. The conceptual framework
approach accommodates many variations in circumstances that create threats to
independence and can deter a member from concluding that a situation is permitted if it is not
specifically prohibited.

290.8

In deciding whether to accept or continue an engagement or whether a particular individual

may be a member of the review team, a firm shall identify and evaluate threats to
independence. If the threats are not at an acceptable level and the decision is whether to
accept an engagement or include a particular individual on the review or assurance team, the
firm shall determine whether safeguards are available to eliminate the threats or reduce them
to an acceptable level. If the decision is whether to continue an engagement, the firm shall
determine whether any existing safeguards will continue to be effective to eliminate the threats
or reduce them to an acceptable level or whether other safeguards will need to be applied or
whether the engagement needs to be terminated. Whenever new information about a threat to
independence comes to the attention of the firm during the engagement, the firm shall evaluate
the significance of the threat in accordance with the conceptual framework approach.

290.9

Detailed guidance on the application of the conceptual framework approach to review and
assurance engagements is contained within the AAT Code of Professional Ethics:
independence provisions for review and assurance engagements.

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Part C: Members in business

Section 300 Introduction
Section 310 Conflicts of interest
Section 320 Preparation and reporting of information
Section 330 Acting with sufficient expertise
Section 340 Financial interests, compensation and incentives linked to financial
reporting and decision-making
Section 350 Inducements
Section 300 Introduction
300.1

This part of the Code illustrates how the conceptual framework contained in Part A is to be
applied in specific situations relevant to members in business. It should be read in conjunction
with the general guidance in Part A.

300.2

Investors, creditors, employers and other sectors of the business community, as well as
governments and the public at large, all may rely on the work of members in business.
Members in business may be solely or jointly responsible for the preparation and reporting of
financial and other information, which both their employing organisations and third parties may
rely on. They may also be responsible for providing effective financial management and
competent advice on a variety of business-related matters.

300.3

A member in business may be, for example, a salaried employee, a partner, director (whether
executive or non-executive), an owner-manager, a volunteer or another working for one or
more employing organisations. The legal form of the relationship between the member in
business and the employing organisation has no bearing on the responsibility of the member to
comply with the fundamental principles laid out in this Code.

300.4

A member in business has a responsibility to further the legitimate aims of their employing
organisation. This Code does not seek to hinder a member in business from properly fulfilling
that responsibility but to consider circumstances in which conflicts may be created with the duty
to comply with the fundamental principles.

300.5

A member in business may hold a senior position within an organisation. The more senior the
position, the greater will be the ability and opportunity to influence events, practices and
attitudes. A member in business is expected, therefore, to encourage an ethics-based culture
in an employing organisation that emphasises the importance that senior management places
on ethical behaviour.

300.6

A member in business 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.

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300.7

The examples presented in the following sections are intended to illustrate how the conceptual
framework is to be applied and are not intended to be, nor should they be interpreted as, an
exhaustive list of all circumstances experienced by a member in business that may create
threats to compliance with the principles. Consequently, it is not sufficient for a member in
business merely to comply with the examples; rather, the framework must be applied to the
particular circumstances faced.

Threats and safeguards

300.8

300.9

Examples of circumstances that may create self-interest threats for a member in business
include, but are not limited to:
(i)

financial interests, loans or guarantees

(ii)

receipt of incentive compensation arrangements

(iii)

inappropriate personal use of corporate assets

(iv)

concern over employment security

(v)

commercial pressure from outside the employing organisation

(vi)

commissions.

Circumstances that may create self-review threats include, but are not limited to, business
decisions or data being subject to review and justification by the same member in business
responsible for making those decisions or preparing that data.

300.10 When furthering the legitimate goals and objectives of their employing organisations, members
in business may promote the organisations position, provided any statements made are
neither false nor misleading. Such actions generally would not create an advocacy threat.

300.11 Examples of circumstances that may create familiarity threats include, but are not limited to:
(i)

being responsible for the employing organisations financial reporting when an

immediate or close family member employed by the entity makes decisions that
affect the entitys financial reporting

(ii)

long association with business contacts influencing business decisions

(iii)

acceptance of a gift or preferential treatment, unless the value is clearly insignificant.

300.12 Examples of circumstances that may create intimidation threats include, but are not limited to:
(i)

threat of dismissal or replacement of the member in business or their close or

personal relation or associate over a disagreement about the application of an
accounting principle or the way in which financial information is to be reported

(ii)

a dominant personality attempting to influence the decision-making process, for

example, with regard to the awarding of contracts or the application of an accounting
principle.

300.13 Members in business may also find that specific circumstances give rise to unique threats to
compliance with one or more of the fundamental principles. Such unique threats obviously
cannot be categorised. In all professional and business relationships, members in business
shall always be on the alert for such circumstances and threats.

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300.14 Examples of safeguards created by the profession, legislation or regulation are detailed in
paragraphs 100.13 and 100.14 (regarding Safeguards created by the profession, legislation or
regulation).

300.15 Safeguards in the work environment include, but are not restricted to:
(i)

the employing organisations systems of corporate oversight or other oversight

structures

(ii)

the employing organisations ethics and conduct programmes

(iii)

recruitment procedures in the employing organisation emphasising the importance of

employing high calibre competent staff

(iv)

strong internal controls

(v)

appropriate disciplinary processes

(vi)

leadership that stresses the importance of ethical behaviour and the expectation that
employees will act in an ethical manner

(vii)

policies and procedures to implement and monitor the quality of employee

performance

(viii)

timely communication of the employing organisations policies and procedures,

including any changes to them, to all employees and appropriate training and
education on such policies and procedures

(ix)

policies and procedures to empower and encourage employees to communicate to

senior levels within the employing organisation any ethical issues that concern them
without fear of retribution

(x)

consultation with another appropriate professional.

300.16 There may be circumstances where a member in business believes that unethical behaviour or
actions by others or by him or herself cannot be avoided or will continue to occur within the
employing organisation. In such circumstances, the member in business shall consider
seeking legal advice. In those extreme situations where all available safeguards have been
exhausted and it is not possible to reduce the threat to an acceptable level, a member in
business may conclude that it is appropriate to resign from the employing organisation.

Section 310 Conflicts of interest

310.1

A member in business may be faced with a conflict of interest when undertaking a professional
activity. A conflict of interest creates a threat to objectivity and may create threats to the other
fundamental principles. Such threats may be created when:
(i)

the member undertakes a professional activity related to a particular matter for two
or more parties whose interests in respect of that matter are in conflict or

(ii)

the interests of the member with respect to a particular matter and the interests of a
party for whom the member undertakes a professional activity related to that matter
are in conflict.

A party may include an employing organisation, a vendor, a customer, a lender, a shareholder

or another party.
A member shall not allow a conflict of interest to compromise professional or business
judgement.

310.2

Examples of situations in which conflicts of interest may arise include:

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(i)

serving in a management or governance position for two employing organisations

and acquiring confidential information from one employing organisation that could be
used by the member to the advantage or disadvantage of the other employing
organisation

(ii)

undertaking a professional activity for each of two parties in a partnership employing

the member to assist them to dissolve their partnership

(iii)

preparing financial information for certain members of management of the entity

employing the member who are seeking to undertake a management buy-out

(iv)

being responsible for selecting a vendor for the members employing organisation
when an immediate family member of the member could benefit financially from the
transaction

(v)

serving in a governance capacity in an employing organisation that is approving

certain investments for the company where one of those specific investments will
increase the value of the personal investment portfolio of the member or an
immediate family member.

310.3

When identifying and evaluating the interests and relationships that might create a conflict of
interest and implementing safeguards, when necessary, to eliminate or reduce any threat to
compliance with the fundamental principles to an acceptable level, a member in business shall
exercise professional judgement and be alert to all interests and relationships that 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 might compromise compliance with the
fundamental principles.

310.4

When addressing a conflict of interest, a member in business is encouraged to seek guidance

from within the employing organisation or from others, such as a professional body, legal
counsel or another professional accountant. When making disclosures or sharing information
within the employing organisation and seeking guidance of third parties, the member shall
remain alert to the fundamental principle of confidentiality.

310.5

If the threat created by a conflict of interest is not at an acceptable level, the member in
business shall apply safeguards to eliminate the threat or reduce it to an acceptable level. If
safeguards cannot reduce the threat to an acceptable level, the member shall decline to
undertake, or discontinue the professional activity that would result in the conflict of interest, or
shall terminate the relevant relationships or dispose of relevant interests to eliminate the threat
or reduce it to an acceptable level.

310.6

In identifying whether a conflict of interest exists or may be created, a member in business

shall take reasonable steps to determine:
(i)

the nature of the relevant interests and relationships between the parties involved
and

(ii)

the nature of the activity and its implications for relevant parties.

The nature of the activities and the relevant interests and relationships may change over time.
The member shall remain alert to such changes for the purposes of identifying circumstances
that might create a conflict of interest.

310.7

If a conflict of interest is identified, the member in business shall evaluate:

(i)

the significance of relevant interests or relationships and

(ii)

the significance of the threats created by undertaking the professional activity or

activities. In general, the more direct the connection between the professional activity

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and the matter on which the parties interests are in conflict, the more significant the
threat to objectivity and compliance with the other fundamental principles.

310.8

310.9

The member in business shall apply safeguards, when necessary, to eliminate the threats to
compliance with the fundamental principles created by the conflict of interest or reduce them to
an acceptable level. Depending on the circumstances giving rise to the conflict of interest,
application of one or more of the following safeguards may be appropriate:
(i)

restructuring or segregating certain responsibilities and duties

(ii)

obtaining appropriate oversight; for example, acting under the supervision of an

executive or non-executive director

(iii)

withdrawing from the decision-making process related to the matter giving rise to the
conflict of interest

(iv)

consulting with third parties, such as a professional body, legal counsel or another
professional accountant.

In addition, it is generally necessary to disclose the nature of the conflict to the relevant parties,
including to the appropriate levels within the employing organisation and, when safeguards are
required to reduce the threat to an acceptable level, to obtain their consent to the member in
business undertaking the professional activity. In certain circumstances, consent may be
implied by a partys conduct where the member has sufficient evidence to conclude that parties
know the circumstances at the outset and have accepted the conflict of interest if they do not
raise an objection to the existence of the conflict.

310.10 When disclosure is verbal, or consent is verbal or implied, the member in business is
encouraged to document the nature of the circumstances giving rise to the conflict of interest,
the safeguards applied to reduce the threats to an acceptable level and the consent obtained.
310.11 A member in business may encounter other threats to compliance with the fundamental
principles. This may occur, for example, when preparing or reporting financial information as a
result of undue pressure from others within the employing organisation or financial, business or
personal relationships that close or immediate family members of the member have with the
employing organisation. Guidance on managing such threats is covered by Sections 320 and
340 of the Code.

Section 320 Preparation and reporting of information

320.1

Members in business are often involved in the preparation and reporting of information that
may either be made public or used by others inside or outside the employing organisation.
Such information may include financial or management information; for example, forecasts and
budgets, financial statements, management discussion and analysis and the management
letter of representation provided to the auditors as part of an audit of financial statements. A
member in business shall prepare or present such information fairly, honestly and in
accordance with relevant professional standards so that the information will be understood in
its context.

320.2

A member in business who has responsibility for the preparation or approval of the general
purpose financial statements of an employing organisation shall be satisfied that those financial
statements are presented in accordance with the applicable financial reporting standards.

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320.3

A member in business shall take reasonable steps to maintain information for which the
member in business is responsible in a manner that:
(i)

describes clearly the true nature of business transactions, assets or liabilities

(ii)

classifies and records information accurately and in a timely and proper manner and

(iii)

represents the facts accurately and completely in all material respects.

320.4

Threats to compliance with the fundamental principles, for example self-interest or intimidation
threats to integrity, objectivity or professional competence and due care, are created where a
member in business is pressured (either externally or by the possibility of personal gain) to
prepare or report information in a misleading way or to become associated with misleading
information through the actions of others.

320.5

The significance of such threats will depend on factors such as the source of the pressure and
the corporate culture of the organisation. The member in business shall be alert to the principle
of integrity, which imposes an obligation on all members to be straightforward and honest in all
professional and business relationships. Where the threats arise from compensation and
incentive arrangements, the guidance in Section 340 is relevant.

320.6

The significance of any threat shall be evaluated and safeguards applied when necessary to
eliminate the threat or reduce it to an acceptable level. Such safeguards include consultation
with superiors within the employing organisation, the audit committee or those charged with
governance, or with a relevant professional body.

320.7

Where it is not possible to reduce the threat to an acceptable level, a member in business shall
refuse to be or remain associated with information that the member determines is misleading.
A member in business may have been unknowingly associated with misleading information.
Upon becoming aware of this, the member in business shall take steps to be disassociated
from that information. In determining whether there is a requirement to report the
circumstances outside the organisation, the member in business may consider obtaining legal
advice. In addition, the member in business may consider whether to resign.

Section 330 Acting with sufficient expertise

330.1

The fundamental principle of professional competence and due care requires that a member in
business shall only undertake significant tasks for which the member in business has, or can
obtain, sufficient specific training or experience. However, if the member in business has
adequate support, usually in the form of supervision from an individual who has the necessary
training and experience, then it may be possible to undertake appropriate significant tasks. A
member in business shall not intentionally mislead an employer as to the level of expertise or
experience possessed and a member in business shall seek appropriate expert advice and
assistance when required.

330.2

Circumstances that create a threat to the member in business performing duties with the
appropriate degree of professional competence and due care include:
(i)

insufficient time for properly performing or completing the relevant duties

(ii)

incomplete, restricted or otherwise inadequate information for performing the duties

properly

(iii)

insufficient experience, training and/or education

(iv)

inadequate resources for the proper performance of the duties.

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330.3

The significance of such threats will depend on factors such as the extent to which the member
in business is working with others, their relative seniority in the business and the level of
supervision and review applied to the work. The member in business shall evaluate the
significance of the threats and, if they are not clearly insignificant, shall consider and apply
safeguards as necessary to eliminate them or reduce them to an acceptable level. Safeguards
that may be considered include:
(i)

obtaining additional advice or training

(ii)

ensuring that there is adequate time available for performing the relevant duties

(iii)

obtaining assistance from someone with the necessary expertise

(iv)

consulting, where appropriate, with:

(a)

superiors within the employing organisation

(b)

independent experts

(c)

the relevant professional body.

330.4

Where threats cannot be eliminated or reduced to an acceptable level, members in business

shall determine whether to refuse to perform the duties in question. If the member in business
determines that refusal is appropriate, the reasons for doing so shall be clearly communicated
to the appropriate parties.

330.5

Before resigning, it is strongly recommended that members obtain appropriate legal advice.

Section 340 Financial interests, compensation and incentives linked to financial

reporting and decision-making
340.1

340.2

Members in business may have financial interests, including those arising from compensation
or incentive arrangements, or may know of financial interests of close or personal relations or
associates, that, in certain circumstances, may create threats to compliance with the
fundamental principles. For example, self-interest threats to objectivity or confidentiality may be
created through the existence of the motive and opportunity to manipulate price sensitive
information in order to gain financially. Examples of circumstances that may create self-interest
threats include, but are not limited to, situations where the member in business or close or
personal relation or associate:
(i)

holds a direct or indirect financial interest in the employing organisation and the
value of that financial interest could be directly affected by decisions made by the
member in business

(ii)

is eligible for a profit-related bonus and the value of that bonus could be directly
affected by decisions made by the member in business

(iii)

holds, directly or indirectly, deferred bonus share entitlements or share options in the
employing organisation, the value of which could be directly affected by decisions
made by the member in business

(iv)

otherwise participates in compensation arrangements which provide incentives to

achieve performance targets or to support efforts to maximise the value of the
employing organisations shares, for example, through participation in long-term
incentive plans which are linked to certain performance conditions being met.

Self-interest threats arising from compensation or incentive arrangements may be further

compounded by pressure from superiors or peers in the employing organisation who
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participate in the same arrangements. For example, such arrangements often entitle
participants to be awarded shares in the employing organisation at little or no cost to the
employee provided certain performance criteria are met. In some cases the value of the shares
awarded may be significantly greater than the base salary of the member in business.

340.3

A member in business shall not manipulate information or use confidential information for
personal gain or for the financial gain of others. The more senior the position that the member
in business holds, the greater the ability and opportunity to influence financial reporting and
decision-making and the greater the pressure there might be from superiors and peers to
manipulate information. In such situations, the member in business shall be particularly alert to
the principle of integrity, which imposes an obligation on all professional accountants to be
straightforward and honest in all professional and business relationships.

340.4

In evaluating the significance of such a threat, and the appropriate safeguards to be applied to
eliminate the threat or reduce it to an acceptable level, members in business shall evaluate the
nature of the financial interest. This includes evaluating the significance of the financial interest
and whether it is direct or indirect. Clearly, what constitutes a significant or valuable stake in an
organisation will vary from individual to individual, depending on personal circumstances.

340.5

The significance of any threat created by financial interests shall be evaluated and safeguards
applied, when necessary, to eliminate the threat or reduce it to an acceptable level. In
evaluating the significance of any threat, and, when necessary, determining the appropriate
safeguards to be applied, a member in business shall evaluate the nature of the interest. What
constitutes a significant interest will depend upon personal circumstances. Examples of such
safeguards include:
(i)

policies and procedures for a committee independent of management to determine

the level or form of remuneration of senior management

(ii)

disclosure of all relevant interests, and of any plans to trade in relevant shares to
those charged with the governance of the employing organisation, in accordance
with any internal policies

(iii)

consultation, where appropriate, with superiors within the employing organisation

(iv)

consultation, where appropriate, with those charged with the governance of the
employing organisation or relevant professional bodies

(v)

internal and external audit procedures

(vi)

up to date education on ethical issues and the legal restrictions and other regulations
around potential insider trading.

Section 350 Inducements

Receiving offers
350.1

A member in business or their close or personal relation may be offered an inducement.

Inducements may take various forms, including gifts, hospitality, preferential treatment and
inappropriate appeals to friendship or loyalty.

350.2

Offers of inducements may create threats to compliance with the fundamental principles. When
a member in business or an immediate or close family member is offered an inducement, the
member in business shall evaluate the situation. Self-interest threats to objectivity or
confidentiality are created where an inducement is made in an attempt to unduly influence
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actions or decisions, encourage illegal or dishonest behaviour or obtain confidential

information. Intimidation threats to objectivity or confidentiality are created if such an
inducement is accepted and it is followed by threats to make that offer public and damage the
reputation of either the member in business or their close or personal relation.

350.3

The existence and significance of such threats will depend on the nature, value and intent
behind the offer. If a reasonable and informed third party, having knowledge of all relevant
information, would consider the inducement insignificant and not intended to encourage
unethical behaviour, then a member in business may conclude that the offer is made in the
normal course of business and may generally conclude that there is no significant threat to
compliance with the fundamental principles.

350.4

If evaluated threats are not clearly insignificant, safeguards shall be considered and applied as
necessary to eliminate them or reduce them to an acceptable level. When the threats cannot
be eliminated or reduced to an acceptable level through the application of safeguards, a
member in business shall not accept the inducement. As the real or apparent threats to
compliance with the fundamental principles do not merely arise from acceptance of an
inducement but, sometimes, merely from the fact of the offer having been made, the member
in practice shall adopt additional safeguards. A member in business shall assess the risk
associated with all such offers and consider whether the following actions should be taken:
(i)

where such offers have been made, immediately inform higher levels of
management or those charged with governance of the employing organisation

(ii)

inform third parties of the offer for example, a professional body or the employer of
the individual who made the offer; a member in business shall, however, consider
seeking legal advice before taking such a step

(iii)

advise close or personal relations or associates of relevant threats and safeguards

where they are potentially in positions that might result in offers of inducements, for
example, as a result of their employment situation

(iv)

inform higher levels of management or those charged with governance of the

employing organisation where close or personal relations are employed by
competitors or potential suppliers of that organisation.

The attention of members is drawn to the Bribery Act 2010, as referenced in paragraph 260.4
above.

Making offers
350.5

A member in business may be in a situation where the member in business is expected to, or
is under other pressure to, offer inducements to influence the judgement of another individual
or organisation, influence a decision-making process or obtain confidential information.

350.6

Such pressure may come from within the employing organisation, for example, from a
colleague or superior. It may also come from an external individual or organisation suggesting
actions or business decisions that would be advantageous to the employing organisation,
possibly influencing the member in business improperly.

350.7

A member in business shall not offer an inducement to improperly influence the professional
judgement of a third party.

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350.8

Where the pressure to offer an unethical inducement comes from within the employing
organisation, the member shall follow the principles and guidance regarding ethical conflict
resolution set out in Part A of this Code.

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Glossary of terms
In the AAT Code of Professional Ethics for members, the following expressions have the following
meanings assigned to them:
AAT

Association of Accounting Technicians

Advertising

The communication to the public of information as to the services or skills provided by

members in practice with a view to procuring professional business.

Anti-money
laundering
legislation

The Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Money Laundering Regulations 2007 (as amended), related statutory instruments and
any amending or superseding legislation.

Associate

Business partner or colleague.

Assurance client

The responsible party that is the person (or persons) who:

(i) in a direct reporting engagement, is responsible for the subject matter or
(ii) in an assertion-based engagement, is responsible for the subject matter
information and may be responsible for the subject matter.
(For an assurance client that is a financial statement audit client see the definition of
financial statement audit client.)

Assurance
engagement

An engagement in which a member in 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.
(For guidance on assurance engagements see the International Framework for
Assurance Engagements issued by the International Auditing and Assurance Standards
Board which describes the elements and objectives of an assurance engagement and
identifies engagements to which International Standards on Auditing (ISAs), International
Standards on Review Engagements (ISREs) and International Standards on Assurance
Engagements (ISAEs) apply.)

Assurance team

(i)

All members of the engagement team for the assurance engagement.

(ii)

All others within a firm who can directly influence the outcome of the assurance
engagement, including:
(a) 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. For the
purposes of a financial statement audit engagement this includes those at all
successively senior levels above the engagement partner tot the firms chief
executive
(b) those who provide consultation regarding technical or industry specific issues,
transactions or events for the assurance engagement and
(c) those who provide quality control for the assurance engagement, including
those who perform the engagement quality control review for the assurance
engagement.

(iii) For the purposes of a financial statement audit client, all those within a network firm
who can directly influence the outcome of the financial statement audit
engagement.

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Clearly
insignificant

A matter that is deemed to be both trivial and inconsequential.

Close or
personal relation/
relationship

A spouse (including a civil partner); a parent, child, grandparent, grandchild, sibling, aunt,
uncle, nephew, niece or cousin (including in each case where applicable those related on
a half, step or in-law basis); a dependant; or a person who would be regarded as a friend
by a reasonable and informed third party having knowledge of all relevant information.

Contingent fee

A fee calculated on a predetermined basis relating to the outcome or result of a

transaction or the result of the work performed. A fee that is established by a court or
other public authority is not a contingent fee.

Continuing
Professional
Development
(CPD)
Direct financial
interest

The process of a member continuously maintaining and developing knowledge, skills and
competence to improve their performance at work.

A financial interest:
(i) owned directly by and under the control of an individual or entity (including those
managed on a discretionary basis by others) or
(ii) beneficially owned through a collective investment vehicle, estate, trust or other
intermediary over which the individual or entity has control.

Director or officer

A person charged with or otherwise having significant influence or control of the

governance of an entity (including a shadow director), regardless of his or her title, which
may vary from country to country.

Engagement
partner

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

A process designed to provide an objective evaluation, before the report is issued, of the
significant judgements the engagement team made and the conclusions they reached in
formulating the report.

Engagement
team

All partners and staff performing the engagement, and any individuals engaged by the
firm or a network firm who perform assurance procedures on the engagement. This
excludes external experts engaged by the firm or by a network firm.
The term engagement team also excludes individuals within the clients internal audit
function who provide direct assistance on an audit engagement when the external auditor
complies with the requirements of ISA 610 (Revised 2013), Using the Work of Internal
Auditors.

Existing
accountant

A member in practice, or an individual who is a member of another IFAC member body,

currently holding an audit appointment or carrying out accounting, taxation, consulting or
similar professional services for a client.

Fiduciary
relationship

A relationship which arises between a member in practice and his or her client where the
trust and confidence in the relationship is such that the client is entitled to trust the
member to act only in the clients interests and not in the members own interest. This
would be likely to include, for the purposes of this Code, where the member acts as the
clients agent.

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Financial interest

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.

Financial
statements

The balance sheets, income statements or profit and loss accounts, statements of
changes in financial position (which may be presented in a variety of ways, for example,
as a statement of cash flows or a statement of fund flows), notes and other statements
and explanatory material which are identified as being part of the financial statements.

Financial
statement audit
client

An entity in respect of which a firm conducts a financial statement audit engagement.

When the client is a listed entity, the financial statement audit client will always include its
related entities.

Financial
statement audit
engagement

A reasonable assurance engagement in which a member in practice expresses an

opinion on whether financial statements are prepared in all material respects in
accordance with an identified financial reporting framework, such as an engagement
conducted in accordance with International Standards on Auditing. This includes a
statutory audit, which is a financial statement audit required by legislation, other
regulation or other documents.

Firm

(i)

A sole practitioner, partnership or corporation of members.

(ii)

An entity that controls such parties.

(iii)

An entity controlled by such parties.

IFAC

International Federation of Accountants

Independence

Independence is:
(i) independence of mind the state of mind that permits the provision of an opinion
without being affected by influences that compromise professional judgement,
allowing an individual to act with integrity, and exercise objectivity and
professional judgement
(ii) independence in appearance the avoidance of facts and circumstances that
are so significant that a reasonable and informed third party, having knowledge
of all relevant information, including any safeguards applied, would reasonably
conclude a firms, or a member of the assurance teams, integrity, objectivity or
professional scepticism had been compromised.

Indirect financial
interest

A financial interest beneficially owned through a collective investment vehicle, estate,

trust or other intermediary over which the individual or entity has no control.

Listed entity

An entity whose shares, stock or debt are quoted or listed on a recognised investment
exchange, or are marketed under the regulations of a recognised investment exchange.
A domestic or overseas investment exchange is recognised in the UK if recognised by
the Financial Services Authority.

Member

A student, affiliate, full or fellow member of AAT.

Member in
business

A member employed or engaged in an executive or non-executive 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. This
includes AAT members who are employed by others in such areas, as well as AAT
members who work (whether or not in an employed capacity) in fields other than
accountancy.

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Member in
practice

A member who provides accountancy, taxation or related consultancy services to the

public or to another business on a self-employed basis, whether as a sole trader, or
trading through a partnership or a limited company. This includes all AAT members who
are registered, or who are required to register, annually with AAT in accordance with the
Scheme for Members in Practice.

Money
Laundering
Regulations

The Money Laundering Regulations 2007 or any superseding regulations. These

regulations are included in the definition of anti-money laundering legislation but are
specifically referred to throughout this guidance when necessary.

Money
Laundering
Reporting Officer
(MLRO)

The officer within a firm who has been nominated to receive and assess internal reports
of knowledge or suspicions of money laundering or terrorist financing.

NCA

National Crime Agency

Network firm

(i)

a firm that is part of a larger structure and:

(a) uses a name in its firm name that is common to the larger structure or
(b) shares significant professional resources with other firms in the larger structure
or
(c) shares profits or costs with other firms within the larger structure

(ii)

an entity that controls, is controlled by, or is under common control with the firm
through ownership, management or other means.

Professional
activity

An activity requiring accountancy or related skills undertaken by a member, including

accounting, auditing, taxation, management consulting and financial management.

Professional
services

Professional activities performed for clients.

Relevant person

As defined by Regulation 3 of the Money Laundering Regulations 2007, including (but not
exhaustively):

an external accountant a firm or sole practitioner who by way of business

provides accountancy services to other persons (members in practice)

tax advisers a firm or sole practitioner who by way of business provides advice
about the tax affairs of other persons

a trust or company service provider a firm or sole practitioner who by way of

business provides any of the following services to other persons:
(i) forming companies or legal persons
(ii) acting, or arranging for another person to act:
(a) as a director or secretary of a company
(b) as a partner of a partnership, or
(c) in a similar position in relation to other legal persons
(iii) providing a registered office for a company, partnership or any other
person or arrangement

legal

(iv) acting, or arranging for another person to act as:

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(a) a trustee of an express trust or similar legal arrangement

(b) a nominee shareholder for a person other than a company whose
securities are listed on a regulated market.
Responsible
party

The person (or persons) who is either:

(i) in a direct reporting assurance engagement, responsible for the subject matter
(ii) in an assertion-based assurance engagement, responsible for the subject matter
information and may be responsible for the subject matter.

Those charged
with governance

The person(s) or organisation(s) (for example, a corporate trustee) 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. For some entities
in some jurisdictions, those charged with governance may include management
personnel, for example, executive members of a governance board of a private or public
sector entity, or an owner-manager.

Working papers
and records

Papers, background notes and reference materials that are used to prepare or complete
other documents.

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