This helpsheet has been issued by ICAEW’s Ethics Advisory Service to highlight for ICAEW members in business their key ethical responsibilities under the ICAEW Code of Ethics. ICAEW members in business may also wish to share this helpsheet with their employer so they understand the member’s ethical obligations.

Members may also wish to refer to the following related helpsheets:

• Disclosure of confidential information (for members in business)
• Ethical problems – framework for resolution

ICAEW chartered accountants exhibit technical expertise and a high level of professional conduct. They are trained to ensure that the decisions and recommendations they make are of the highest standard – both employers and the wider public expect ICAEW chartered accountants to demonstrate the highest ethical standards.

Like all members of the ICAEW, members in business are required to adhere to the requirements of the ICAEW Code of Ethics in all of their professional and business activities whether carried out with or without reward and in other circumstances where to fail to do so would bring discredit to the profession (paragraph R1.2 of the ICAEW Code of Ethics).

This means they must comply with the five fundamental principles of ethics for professional accountants:

• Integrity – to be straightforward and honest in all professional and business relationships.
• Objectivity – to not allow bias, conflict of interest or undue influence of others to override professional or business judgements.
• Professional competence and due care – to attain and maintain professional knowledge and skill at the level required to ensure that an employing organisation receives competent professional service, based on current technical and professional standards and relevant, and act diligently and in accordance with applicable technical and professional standards.
• Confidentiality - to respect the confidentiality of information acquired and as a result of professional and business relationships.
• Professional behaviour – to comply with relevant laws and regulations and avoid any conduct that the professional accountant knows or should know might discredit the profession.

ICAEW members in business have, in addition to their duty of care towards their employer, an obligation (set out in paragraph R111.2 of the ICAEW Code of Ethics) to ensure they are not knowingly associated with reports, returns, communications or other information where they believe the information:

• Contains a materially false or misleading statement;
• Contains statements or information furnished recklessly; or
• Omits or obscures required information where such omission or obscurity would be misleading.

As a result, ICAEW members in business must not issue, or otherwise be associated with, tax returns, regulatory reports, accounts or any other information which materially misrepresents the facts and must not manipulate information for personal gain or the benefit of another party (whether their employer or a third party).

An ICAEW member must not intentionally mislead an employer as to the level of expertise they possess. In circumstances in which they do not have the necessary expertise themselves, they must seek appropriate expert advice and assistance.

ICAEW members in business may face situations in which they are unable to properly perform their duties due to insufficient time or other resources being made available; being provided with incomplete, restricted or otherwise inadequate information; or possessing insufficient experience, training or education. An ICAEW member in business must seek to address these threats to compliance with the fundamental ethical principles.

Section 270 of the ICAEW Code of Ethics states that a professional accountant shall not allow pressure from others to result in a breach of compliance with the fundamental principles. When faced with pressure to act contrary to the fundamental ethical principles, an ICAEW member in business must address the issue (failure to do so could result in them becoming liable to disciplinary action).

An ICAEW member in business would generally be expected to (where appropriate):

• Raise the matter with their line manager in the first instance;
• Obtain advice from within the employing organisation, an independent professional advisor or the ICAEW;
• Use any existing formal dispute resolution or whistleblowing processes within the employing organisation or possibly raise concerns with the auditors or audit committee; and/or
• Seek legal advice.

Where a solution is unable to be found, the ICAEW member in business may determine that they must make a report to the relevant authorities (‘blowing the whistle’).

In some extreme situations where all available avenues have been exhausted and it is not possible to reduce the threat to an acceptable level, an ICAEW member in business may conclude that it is appropriate to disassociate themselves from the task and/or resign from the employing organisation.

Members must follow section 260 of the ICAEW Code of Ethics in circumstances where they identify non-compliance or suspected non-compliance with laws and regulations. Paragraph 260.4 sets out that when responding to such non-compliance or suspected non-compliance, the objectives are:

1. To comply with the principles of integrity and professional behaviour;
2. By alerting management or, where appropriate, those charged with governance of the employing organisation, to seek to:
   (i) Enable them to rectify, remediate or mitigate the consequences of the identified or suspected non-compliance; or
   (ii) Deter the non-compliance where it has not yet occurred; and
3. To take such further action as appropriate in the public interest.

Where an employing organisation has protocols and procedures in place to address non-compliance or suspected non-compliance, members must consider them in determining how to respond.

Members are expected to obtain an understanding of the matter and discuss the matter with the appropriate level of management or those charged with governance, advising them to take appropriate and timely actions to rectify, remediate, mitigate, prevent and/or disclose the matter to the relevant authority as appropriate.

Members must then assess the appropriateness of the response in light of all relevant facts and circumstances and determine if further action (such as disclosure to the relevant authority) is needed in the public interest.

ICAEW members, affiliates, ICAEW students and staff in eligible firms with member firm access can discuss their specific situation with the Ethics Advisory Service on +44 (0)1908 248 250 or via webchat.

ICAEW members based in England and Wales have access to a free legal helpline and signposting service provided by CABA, available 24 hours a day on +44 (0)1788 556 366.

Protect (formerly Public Concern at Work) offers a free, confidential advice line around whistleblowing protection. Protect can be contacted on +44 (0)2031 172 520.