Independence Public Interest Entities

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    Public I nterest Enti ties

    Definition of independence

    Conceptual framework

    Network firms Public interest entities

    Related entities

    Those charged with governance

    General Provisions

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    Public I nterest Enti ties

    Documentation

    Engagement period

    Mergers and acquisitions

    Otherconsiderations

    General Provisionscontd

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    Public I nterest Enti ties

    Independence of Mind

    The state of mind that permits the expression of a conclusion

    without being affected by influences that compromise

    professional judgment, thereby allowing an individual to act

    with integrity and exercise objectivity and professionalskepticism.

    Independence in Appearance

    The avoidance of facts and circumstances that are so significantthat a reasonable and informed third party would be likely to

    conclude, weighing all the specific facts and circumstances, that

    a firms, of a member of the audit teams, integrity, objectivity

    or professional skepticism has been compromised.

    Definition of Independence

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    Public I nterest Enti ties

    Conceptual Framework Approach

    Threats and Safeguards

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    Public I nterest Enti ties

    Self-interest

    The threat that a financial or other interest will inappropriate

    influence the professional accountants judgment or behavior.

    Self-review The threat that a professional accountant will not appropriately

    evaluate the results of a previous judgment made or service

    performed on which the accountant will rely when forming a

    judgment as part of providing the current service.

    Advocacy

    The threat that a professional accountant will promote a clients

    position to the point that the accountants objectivity is

    compromised.

    Conceptual FrameworkThreats

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    Public I nterest Enti ties

    Familiarity

    The threat that due to a long or close relationship with a client, a

    professional accountant will be too sympathetic to their interests or

    too accepting of their work.

    Intimidation

    The threat that a professional accountant will be deterred from

    acting objectively because of actual or perceived pressures,

    including attempts to exercise undue influence over the accountant.

    Conceptual FrameworkThreats

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    Public I nterest Enti ties

    Safeguards fall into two broad categories:

    Those created by the profession, legislation or regulation; and

    Those in the work environment.

    Conceptual FrameworkSafeguards

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    Public I nterest Enti ties

    When safeguards are never adequate

    Conceptual FrameworkProhibitions

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    Public I nterest Enti ties

    Network firms are required to be independent of auditclients of other firms within the network

    Network is defined as a larger structure that is:

    Aimed at co-operation; and

    Clearly aimed at profit or cost sharing or shares common

    ownership, control or management, common quality control

    policies and procedures, common business strategy, the use of

    a common brand-name, or a significant part of professionalresources.

    Network Firms

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    Public I nterest Enti ties

    Public interest entities defined as:

    Listed entities; and

    Entities

    defined by regulation or legislation as a public interest entity, or

    for which the audit is required by regulation or legislation to be

    conducted in compliance with the same independence

    requirements that apply to the audit of listed entities.

    Public Interest Entities

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    Public I nterest Enti ties

    Firms and member bodies are encouraged to determinewhether to treat other entities as public interest entities

    because the entities have a large number and wide

    range of stakeholders

    Factors to be considered include:

    The nature of the business, such as the holding of assets in a

    fiduciary capacity for a large number of stakeholders;

    Size; and

    Number of employees.

    Public Interest Entities

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    Public I nterest Enti ties

    Related entities of the audit client are defined as:

    An entity that has direct or indirect control over the client if the client is

    material to such entity;

    An entity with a direct financial interest in the client if that entity has

    significant influence over the client and the interest in the client is materialto such entity;

    An entity over which the client has direct or indirect control;

    An entity in which the client, or an entity over which the client has direct or

    indirect control, has a direct financial interest that gives it significant

    influence over such entity and the interest is material to the client and itsrelated entity; and

    An entity which is under common control with the client (a sister entity) if

    the sister entity and the client are both material to the entity that controls

    both the client and the sister entity.

    Related Entities

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    Public I nterest Enti ties

    Listed entities

    References to audit client include its related entities

    Independence is required from all related entities.

    Non-listed entities

    Independence is required from related entities over which the

    audit client has direct or indirect control.

    When the audit team knows, or has reason to believe, arelationship or circumstance involving a related entity is relevant

    to the evaluation of the firms independence, that related entity

    shall be included in the evaluation of independence.

    Related Entities

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    Public I nterest Enti ties

    Regular communication with those charged withgovernance is encouraged.

    Communication enables those charged with governance

    to: Consider the firms judgments in identifying and evaluating

    threats to independence,

    Consider the appropriateness of safeguards applied, and

    Take appropriate action.

    Those Charged with Governance

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    Public I nterest Enti ties

    The professional accountant shall document conclusionsregarding compliance with independence requirements

    and the substance of relevant discussions supporting

    conclusions:

    When safeguards are required, the nature of the threat and

    safeguards in place or applied to reduce threat to an acceptable

    level shall be documented.

    When a threat required significant analysis to determine

    whether safeguards were necessary and the accountant

    concluded safeguards were not necessary because the threat

    was already at an acceptable level, the nature of the threat and

    rationale for the conclusion shall be documented.

    Documentation

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    Public I nterest Enti ties

    Independence is required during the engagement periodand the period covered by the financial statements.

    The engagement period starts when the audit team

    begins to perform audit services and ends when theaudit report is issued.

    If the engagement is recurring, the period ends at the

    later of the notification by either party that the

    professional relationship has terminated or the issuanceof the final report.

    Engagement Period

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    Public I nterest Enti ties

    When, as a result of merger or acquisition, an entitybecomes a related entity of the audit client, the firm

    shall:

    Identify and evaluate previous and current relationships that

    could affect independence, and

    Take steps necessary by the effective date of the merger or

    acquisition to terminate any current interests or relationships

    that are not permitted.

    Mergers and Acquisitions

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    Public I nterest Enti ties

    If the firm cannot reasonably terminate an interest orrelationship by the effective date, the firm shall:

    Evaluate the significance of the threat, and

    Discuss the matter with those charged with governance and ifthose charged with governance request the firm to continue as

    auditor, the firm shall do so only if:

    The interest or relationship will be terminated as soon as reasonably

    possible and in all cases within six months of the effective date;

    Any individual with such an interest or relationship is not a member of

    the engagement team or the individual responsible for the engagement

    quality control review; and

    Appropriate transitional measures are applied and discussed with

    those charged with governance.

    Mergers and Acquisitions

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    Public I nterest Enti ties

    When the firm has completed a significant amount of audit workbefore the effective date of the merger or acquisition and can

    complete the audit in a short period of time, and those charged with

    governance request the firm to complete the audit while continuing

    with an interest or relationship that would otherwise be prohibited,

    the firm shall do so only if :

    The firm has evaluated the significance of the threats and discussed such

    evaluation with those charged with governance;

    The individual with such an interest or relationship is not a member of the

    engagement team or the individual responsible for the engagement qualitycontrol review;

    Appropriate transitional measures are applied; and

    The firm ceases to be the auditor no later than the issuance of the audit

    report.

    Mergers and Acquisitions

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    Public I nterest Enti ties

    In all cases, the firm shall determine whether, even if all therequirements can be met, the interests or relationships create

    threats that would remain so significant that objectivity would be

    compromised .

    The firm shall document any prohibited interests or relationshipsthat will not be terminated by the effective date of the merger or

    acquisition, including the:

    Reasons why the interest or relationship was not terminated;

    Transitional measures applied; Results of the discussion with those charged with governance; and

    Rationale as to why the threats that remain are not so significant that

    objectivity would be compromised.

    Mergers and Acquisitions

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    Public I nterest Enti ties

    An inadvertent violation of an independencerequirement generally will be deemed not to

    compromise independence provided:

    The firm has appropriate quality control policies and

    procedures (equivalent to ISCQ 1) in place to maintain

    independence; and

    Once discovered, the violation is corrected promptly and any

    necessary safeguards are applied to eliminate any threat or

    reduce it to an acceptable level.

    The firm shall determine whether to discuss the matter

    with those charged with governance.

    Other Considerations

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    Public I nterest Enti ties

    General Provision

    Financial interests

    Loans and guarantees

    Business relationship

    Family and personal relationships

    Employments with an audit client

    Key Independence Provisions

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    Public I nterest Enti ties

    Temporary staff assignments

    Recent service with an audit client

    Serving as a director or officer

    Long association (including partner rotation)

    Provision of non-assurance services

    Fees

    Key Independence Provisions

    P bli I E i i

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    Public I nterest Enti ties

    Compensation and evaluation policies

    Gifts and hospitality

    Actual of threatened litigation

    Reports that include a restriction on use or

    distribution

    Key Independence Provisions

    P bli I t t E ti ti

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    Public I nterest Enti ties

    The slides that follow cover particular circumstances orrelationships addressed in Section 290 of the Code.

    However, Section 290 does not describe all of the

    circumstances or relationships that create or may createthreats to independence.

    The firm and members of the audit team shall evaluate

    the implications of similar, but different, circumstances

    and relationships and determine whether safeguards canbe applied when necessary to eliminate the threats or

    reduce them to an acceptable level.

    General Provision

    P bli I t t E ti ti

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    Public I nterest Enti ties

    A firm, a member of the audit team, or an immediatefamily member shall not have a direct financial interest

    or material indirect financial interest in the audit client.

    Financial Interests

    P bli I t t E ti ti

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    Public I nterest Enti ties

    Partners, and their immediate family members, shallnot have a direct financial interest or material indirect

    financial interest in any audit client served by

    engagement partners located in the same office.

    Partners and managerial employees who provide non-

    audit services to an audit client, except those whose

    involvement is minimal, or their immediate family

    members, shall not have a direct financial interest or

    material indirect financial interest in such audit client.

    Financial Interests

    P bli I t t E ti ti

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    Public I nterest Enti ties

    Financial interests held by immediate family members of:

    Partners in the office of the engagement partner, or

    Partners or managerial employees who provide non-audit services to

    the audit client

    will not compromise independence if the interest is received

    as a result of the family members employment rights and

    safeguards are applied when necessary.

    When the immediate family member has the right to disposeof the interest or, in the case of stock options, exercise the

    option, the interest shall be disposed of or forfeited as soon

    as practicable.

    Financial Interestscontd

    P bli I t t E ti ti

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    Public I nterest Enti ties

    Those prohibited from having a direct or materialindirect financial interest in an audit client shall not

    hold such interest as trustee unless:

    The trustee, or immediate family member, or the firm are not

    beneficiaries of the trust;

    The interest in the audit client is not material to the trust;

    The trust cannot exercise significant influence over the audit

    client; and

    The trustee, or immediate family member, or the firm cannot

    significantly influence any investment decision involving a

    financial interest in the audit client.

    Financial Interests

    P bli I t t E ti ti

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    Public I nterest Enti ties

    A firm, a member of the audit team, or an immediatefamily member shall not have a financial interest in an

    entity that the audit client also has an interest in if the

    interest is material to any party and the audit client can

    exercise significant influence over the entity.

    Financial Interests

    Public I nterest Enti ties

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    Public I nterest Enti ties

    If the firm, a partner or employee of the firm, or immediatefamily member, receives a financial interest that would not

    be permitted, for example by way of an inheritance, gift or

    as a result of a merger:

    If received by the firm, a member of the audit team, or immediatefamily member, the interest shall be disposed of immediately, or if

    the interest is indirect, a sufficient amount shall be disposed of such

    that the remaining interest is immaterial

    If received by an individual who is not a member of the audit team,

    or immediate family member, the interest shall be disposed of as

    soon as possible, or if the interest is indirect, a sufficient amount

    shall be disposed of such that the remaining interest is immaterial

    Financial Interests

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Threats may be created:

    If a member of audit team knows a close family member, or

    other individuals ,such as professionals in the firm or close

    personal friends, holds a direct financial interest or material

    indirect financial interest in the audit client

    A firms retirement benefit plan holds a direct financial

    interest or material indirect financial interest in an audit client

    A firm, a member of the audit team, or immediate family

    member, has a financial interest in an entity and a director,

    officer or controlling owner of the audit client is also known to

    have a financial interest in that entity

    Financial Interests

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Audit clients that are banks or similar institutions

    A firm, a member of the audit team, or immediate family member,

    may not have a loan or guarantee of a loan provided it is made under

    normal lending procedures, terms and conditions.

    If a loan to a firm is permitted under the above and is material to theaudit client or the firm, it may be possible to apply safeguards to

    reduce the threat to an acceptable level.

    Audit clients that are not banks or similar institutions

    A firm, a member of the audit team, or immediate family member,may have a loan or guarantee of a loan unless it is immaterial to the

    firm or member of the audit team and the immediate family member,

    and the client.

    Loans and Guarantees

    Public I nterest Enti ties

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    Public I nterest Enti ties

    A firm, a member of the audit team, or an immediatefamily member, shall not make or guarantee a loan to

    an audit client unless the loan or guarantee is

    immaterial to both the firm or member of the audit team

    and the immediate family member, and the client.

    Loans and Guarantees

    Public I nterest Enti ties

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    Public I nterest Enti ties

    A firm shall not have a business relationship with an audit clientor its management unless any financial interest is immaterial and

    the business relationship is insignificant to the firm and the client

    or its management.

    If any financial interest from a business relationship between amember of the audit team and the audit client or its management

    is material or the relationship is significant to that member, the

    individual should be removed from the audit team.

    If the business relationship is between an immediate family

    member of a member of the audit team and the audit client or its

    managements, any threat shall be evaluated and safeguards

    applied when necessary.

    Business Relationships

    Public I nterest Enti ties

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    Public I nterest Enti ties

    The purchase of goods and services from an audit clientby the firm, or a member of the audit team or an

    immediate family member, does not generally create

    threats to independence if the transaction is in the

    normal course of business and at arms length.

    If the nature or magnitude of the transactions is such

    that a self-interest threat is created, safeguards shall be

    applied when necessary.

    Business Relationships

    Public I nterest Enti ties

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    Public I nterest Enti ties

    An individual who has an immediate family member inone of the following positions at an audit client, or who

    was in the position during any period covered by the

    engagement or financial statements, shall not be a

    member of the audit team:

    A director or officer; or

    An employee in a position to exert significant influence over

    the preparation of the accounting records or the financial

    statements.

    Family and Personal Relationships

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Threats to independence are created when a member ofthe audit team has an immediate family member who is

    an employee in a position to exert significant influence

    over the clients financial position, financial

    performance or cash flows.

    The significance of the threats shall be evaluated and

    safeguards applied when necessary.

    Family and Personal Relationships

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Threats to independence are created when a member ofthe audit team has a close family member in one of the

    following positions at an audit client:

    A director or officer; or

    An employee in a position to exert significant influence over

    the preparation of the accounting records of the financial

    statements.

    The significance of the threats shall be evaluated andsafeguards applied when necessary.

    Family and Personal Relationshipscontd

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Threats to independence are created if a member of the auditteam has a close relationship with other persons in one of the

    following positions at an audit client:

    A director or officer; or

    An employee in a position to exert significant influence over the

    preparation of the accounting records of the financial statements.

    A member of the audit team who has such a relationship shall

    consult in accordance with firm policies and procedures.

    The significance of the threats shall be evaluated and

    safeguards applied when necessary.

    Family and Personal Relationships

    Public I nterest Enti ties

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    Public I nterest Enti ties

    A former member of audit team or partner of the firmshall not join an audit client as director or officer or an

    employee in a position to exert significant influence

    over the accounting records or financial statements

    unless:

    The individual is not entitled to any benefits or payments from

    the firm, unless made in accordance with fixed pre-determined

    arrangements and any amount owed to the individual is not

    material to the firm; and

    The individual does not continue to participate, or appear to

    participate, in the firms business or professional activities.

    Employment with an Audit Client

    Public I nterest Enti ties

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    Public I nterest Enti ties

    If no significant connection remains between the firmand the former member of the audit team or partner, the

    significance of the threats shall be evaluated and

    safeguards applied when necessary.

    Firm policies and procedures shall require members of

    the audit team to notify the firm when entering

    employment negotiations with an audit client.

    Safeguards shall be applied when necessary.

    Employment with an Audit Clientcontd

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Independence is compromised if a key audit partneror thefirms Senior or Managing Partner joins the audit client as a

    director or officer or an employee in a position to exert

    significant influence over the accounting records or

    financial statements unless aspecified period has passed.

    An exception exists if a former key audit partner or the

    firms Senior or Managing Partner is in such a position as a

    result of a business combination, provided certain criteria

    are satisfied.

    Employment with an Audit Clientcontd

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Key audit partners include the:

    Engagement partner;

    Individual responsible for the engagement quality control review; and

    Other audit partners on the engagement team who make key decisions

    or judgments on significant matters with respect to the audit.

    Specified period

    In the case of key audit partners, the client has issued audited

    financial statements covering a period of not less than twelve monthsand the partner was not a member of the audit team with respect to the

    audit of those financial statements.

    In the case of the former Senior or Managing Partner, twelve

    months have passed since the individual held that role.

    Employment with an Audit Clientcontd

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Such assistance may be given only for a short period oftime.

    Firm personnel shall not:

    Provide a non-assurance service that would not be permitted under

    section 290; or

    Assume a management responsibility.

    In all cases the audit client shall be responsible for directing

    and supervising the activities of the loaned staff.

    The significance of any threats shall be evaluated and

    safeguards applied when necessary.

    Temporary Staff Assignments

    Public I nterest Enti ties

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    Public I nterest Enti ties

    A partner or employee of the firm shall not serve as adirector or officer of an audit client.

    A partner or employee may serve as Company

    Secretary if:

    The practice is specifically permitted under local laws and

    professional rules of practice;

    Management makes all relevant decision;

    The duties are routine and administrative; and

    The significance of the threats are evaluated and safeguards

    applied when necessary.

    Serving as a Director or Officer

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Using the same senior personnel on an auditengagement over a long period of time creates threats

    to independence, which should be evaluated and

    safeguards applied when necessary.

    Key audit partners shall rotate after seven years and

    shall not be a member of the engagement team or a key

    audit partner for the client for two years.

    Long Associationof Senior Personnel

    Public I nterest Enti ties

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    Public I nterest Enti ties

    Where continuity is especially important to audit quality,key audit partners may, in rare cases due to unforeseen

    circumstances outside of the firms control, be permitted

    one additional year as long as threats to independence can

    be eliminated or reduced to an acceptable level by applying

    safeguards.

    The time served as a key audit partner is taken into account

    when the audit client becomes a public interest entity.

    An additional year is permitted only when the individual has servedas a key audit partner for six or more years when the audit client

    becomes a public interest entity.

    Long Association of Senior Personnel

    Public I nterest Enti ties

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    Public I nterest Enti ties

    During the two year time out period, the individualshall not:

    Participate in the audit of the entity;

    Provide quality control for the engagement; Consult with the engagement team or the client regarding

    technical or industry-specific issues, transactions or events; or

    Otherwise directly influence the outcome of the engagement.

    Long Association of Senior Personnelcontd

    Public I nterest Enti ties

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    ub c te est t t es

    Rotation is not required if:

    The firm has only a few people with the necessary knowledge

    and experience to serve as a key audit partner;

    An independent regulator has provided an exemption from

    rotation in such circumstances;

    The independent regulator has specified alternative safeguards;

    and

    The alternative safeguards are applied.

    Long Association of Senior Personnel

    Public I nterest Enti ties

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    Before the firm accepts an engagement to provide anon-assurance service to an audit client, a

    determination shall be made whether providing the

    service creates a threat to independence.

    The firm shall not provide the service if the threats

    cannot be reduced to an acceptable level by the

    application of safeguards.

    Provision of Non-assurance Services

    Public I nterest Enti ties

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    A firm may provide a non-assurance service that wouldotherwise be restricted to the following related entities,

    provided the results of the services will not be subject to

    audit procedures:

    An entity that has direct or indirect control over the audit client;

    An entity with a direct financial interest in the audit client if that

    entity has significant influence over the client and the interest in

    the client is material to the entity; or

    An entity under common control with the audit client.

    The significance of any threats shall be evaluated and

    safeguards applied when necessary.

    Provision of Non-assurance Services

    Public I nterest Enti ties

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    A non-assurance service provided to the audit clientbefore the client becomes a public interest entity does

    not compromise the firms independence if:

    The service was permissible for audit clients that are not

    public interest entities;

    The service that is not permitted for public interest entities is

    terminated before or as soon as practicable after the client

    becomes a public interest entity; and

    Safeguards are applied when necessary.

    Provision of Non-assurance Servicescontd

    Public I nterest Enti ties

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    A firm shall not assume a management responsibility foran audit client.

    To avoid the risk of assuming a management

    responsibility, the firm shall be satisfied that a member

    of management is responsible for:

    Making the significant judgments and decisions that are the

    proper responsibility of management;

    Evaluating the results of the service; and

    Accepting responsibility for the actions to be taken from results

    of the service.

    Management Responsibilities

    Public I nterest Enti ties

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    Except in emergency situations, a firm shall not provide

    accounting and bookkeeping services, including payroll services ,

    to an audit client or prepare financial statements on which the

    firm will express an opinion or financial information which forms

    the basis of financial statements. A firm may provide services of a routine and mechanical nature

    for divisions or related entities if the personnel providing the

    service are not on the audit team and:

    The divisions or related entities are collectively immaterial; or

    The services relate to matters which are collectively immaterial to the

    financial statements of the division or related entity.

    Preparing Accounting Records andFinancial Statements

    Public I nterest Enti ties

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    Emergency Situations

    In emergency or other unusual situations when it is

    impractical for the audit client to make other

    arrangements, accounting and bookkeeping services thatwould otherwise be prohibited may be provided if:

    Those who provide the services are not on the audit team;

    The services provided only for a short period of time and are

    not expected to recur; and

    The situation is discussed with those charged with governance.

    Preparing Accounting Records andFinancial Statements

    Public I nterest Enti ties

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    Valuation services may create a self-review threat,which shall be evaluated and safeguards applied

    when necessary.

    A firm shall not provide valuation services if thevaluations would have a material effect, separately

    or in the aggregate, on the financial statements.

    Valuation Services

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    Tax Return Preparation

    Providing tax return preparation services does not

    generally create a threat to independence if

    management takes responsibility for the returns and any

    significant judgments made.

    Taxation Services

    Public I nterest Enti ties

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    Tax Calculations

    Preparing calculations of current and deferred tax

    liabilities (or assets) for purpose of preparing

    accounting entries that will be subsequently audited by

    the firm creates a self-review threat.

    The significance shall be evaluated and safeguards

    applied when necessary.

    Taxation Servicescontd

    Public I nterest Enti ties

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    Tax Planning and Other Tax Advisory Services

    A self-review threat may be created when advice will affect

    matters to be reflected in the financial statements. The threat

    shall be evaluated and safeguards applied when necessary.

    A firm shall not provide tax advice if the effectiveness of

    the advice depends on a particular accounting treatment or

    financial statement presentation and:

    The audit team has reasonable doubt as to the appropriateness of therelated accounting treatment or presentation; and

    The outcome or consequence of the corporate finance advice would

    have a material effect on the financial statements.

    Taxation Services

    Public I nterest Enti ties

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    Assistance in the Resolution of Tax Disputes

    An advocacy or self-review threat may be created when the

    firm assists the audit client with the resolution of a tax dispute

    once the tax authorities have notified the client that they have

    rejected the clients arguments and the matter is beingreferred for determination in a formal proceeding. The threats

    shall be evaluated and safeguards applied when necessary.

    A firm shall not act as an advocate for the audit client before a

    public tribunal or court in the resolution of a tax matter if theamounts involved are material to the financial statements.

    Taxation Services

    Public I nterest Enti ties

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    When providing internal audit services to an audit client, firmpersonnel shall not assume a management responsibility, and the

    firm shall be satisfied that:

    The client designates an appropriate and competent resource to be in

    charge and acknowledge responsibility for internal controls;

    Management or those charged with governance review, assess and

    approve the scope, risk and frequency of the services;

    Management evaluates the adequacy and results;

    Management decides which recommendations to implement; and

    Management reports to those charge with governance the significant

    findings and recommendations.

    Internal Audit Services

    Public I nterest Enti ties

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    If the firm provides internal audit services and the results of thoseservices will be used in conducting the external audit, a self-

    review threat is created, which shall be evaluated and safeguards

    applied when necessary.

    A firm shall not provide internal audit services that relate to:

    A significant part of the internal controls over financial

    reporting;

    Financial accounting systems that generate information that is,

    separately or in the aggregate, significant to the clientsaccounting records or financial statements; or

    Amounts or disclosures that are, separately or in the aggregate,

    material to the clients financial statements.

    Internal Audit Services

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    The firm may provide the following services provided firmpersonnel do not assume a management responsibility:

    Designing or implementing IT systems that are unrelated to internal

    control over financial reporting;

    Designing or implementing IT systems that do not generateinformation forming a significant part of the accounting records or

    financial statements;

    Implementation of off-the-shelf accounting or financial

    information reporting software not developed by the firm if no

    significant customization is required to meet the clients needs; and

    Evaluating and making recommendations on a system designed,

    implemented or operated by another or the client.

    IT Systems Services

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    A firm shall not provide services involving the designor implementation of IT systems that:

    Form a significant part of the internal control over financial

    reporting; or

    Generate information that is significant to the accounting

    records or financial statements.

    IT Systems Services

    Public I nterest Enti ties

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    If the firm provides litigation support servicesinvolving estimating damages or other amounts that

    affect the financial statements, the requirements

    regarding valuation services shall be followed.

    For other litigation support services, the significance of

    any threat created shall be evaluated and safeguards

    applied when necessary.

    Litigation Support Services

    Public I nterest Enti ties

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    A firm shall not act in an advocacy role for an auditclient in resolving a dispute or litigation when the

    amounts involved are material to the financial

    statements.

    A partner or employee shall not act as General Counsel

    for legal affairs of an audit client.

    For other legal services, the significance of any threat

    created shall be evaluated and safeguards applied whennecessary.

    Legal Services

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    Providing recruiting services may create threats toindependence, which shall be evaluated and safeguards

    applied when necessary.

    A firm may generally provide services such as:

    Reviewing the professional qualifications of candidates and

    providing advice on their suitability for a position; and

    Interviewing candidates and advising on their competence for

    financial accounting, administrative or control positions.

    Recruiting Services

    Public I nterest Enti ties

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    A firm shall not provide the following services withrespect to a director or officer of the audit client or

    senior management in a position to exert significant

    influence over the clients accounting records or

    financial statements: Searching for or seeking out candidates for such positions; and

    Undertaking reference checks of prospective candidates for

    such positions.

    Recruiting Services

    Public I nterest Enti ties

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    Providing corporate finance services may create threatsto independence, which shall be evaluated and

    safeguards applied when necessary.

    A firm shall not provide corporate finance advice if the

    effectiveness of the advice depends on a particular

    accounting treatment or financial statement

    presentation and:

    The audit team has reasonable doubt as to the appropriatenessof the accounting treatment or presentation; and

    The outcome or consequence of the tax advice would have a

    material effect on the financial statements.

    Corporate Finance Services

    Public I nterest Enti ties

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    Threats are created when fees from an audit clientrepresent a large proportion of the total fees of the firm

    or a large proportion of the total revenue of an

    individual partner or an individual office of the firm.

    The threats shall be evaluated and safeguards applied

    when necessary.

    FeesRelative Size

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    If the total fees from the client are more than 15% of the firmstotal fees for two years, the firm shall discuss which of the

    following safeguards to apply with those charged with

    governance:

    A pre-issuance engagement quality control review performed by a

    professional accountant who is not a member of the firm; or

    A post-issuance review equivalent to an engagement quality control

    performed by a professional accountant who is not a member of the firm.

    If the total fees significantly exceed 15% of the firms total fees ,

    the firm shall determine whether the significance of the threat issuch that a pre-issuance review is necessary.

    FeesRelative Sizecontd

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    A threat may be created when fees from an audit clientremain unpaid for a long time.

    Generally, the firm is excepted to require payment of

    any significant unpaid fees before the issue of the audit

    report for the following year.

    If fees remain unpaid after the report has been issued,

    any threat shall be evaluated and safeguards applied

    when necessary.

    FeesOverdue

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    A contingent fee shall not be charged in respect of an auditengagement.

    A contingent fee shall not be charged for a non-assurance

    service provided to an audit client if:

    The fee is charged by the firm and the fee is material or expected to

    be material to the firm;

    The fee is charged by a network firm that participates in a significant

    part of the audit and the fee is material or expect to be material to the

    network firm; or

    The outcome of the non-assurance service, and therefore the amount

    of the fee, is dependent on a future or contemporary judgment related

    to the audit of a material amount in the financial statements.

    Contingent Fees

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    For other contingent fee arrangements, threats toindependence shall be evaluated and safeguards applied

    when necessary.

    Contingent Fees

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    Key audit partners shall not be evaluated on orcompensated for the partners success in selling non-

    assurance services to their audit clients.

    A threat may be created if other members of the audit

    team are evaluated on or compensated for their success

    in selling non-assurance services to their audit clients.

    The threat shall be evaluated and safeguards applied

    when necessary.

    Compensation and Evaluation Policies

    Public I nterest Enti ties

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    A firm or member of the audit team shall not acceptgifts or hospitality from an audit client unless the value

    is trivial and inconsequential.

    Gifts and Hospitality

    Public I nterest Enti ties

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    Litigation between the firm or a member of the auditteam and an audit client creates a threat to

    independence.

    The significance of the threat shall be evaluated and

    safeguards applied when necessary.

    If safeguards do not reduce the threats to an acceptable

    level, the firm shall withdraw from the audit

    engagement.

    Actual or Threatened Litigation

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    The Code provides for some modifications to theindependence requirements for audit engagements where

    the report includes a restriction on use and distribution,

    unless the audit is required by law or regulation.

    The modifications are permitted if the intended users of

    the report:

    Are knowledgeable as to the purpose and limitations of the

    report; and

    Explicitly agree to the application of the modified independence

    requirements.

    Reports that Include a Restriction on Use orDistribution

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    The revised Code is effective on January 1, 2011.

    Certain transitional provisions apply to the following:

    Public interest entities;

    Partner rotation;

    Non-assurance services;

    Feesrelative size; and

    Compensation and evaluation policies.

    Effective Date

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    International Federation of Accountants

    www.ifac.org