Code of Ethics for CPAB’s Board of Directors

Introduction




The Canadian Public Accountability Board (CPAB”) is an independent regulatory organization established to oversee the auditors of the financial statements of entities that are reporting issuers in Canada. CPAB contributes to public confidence in the integrity of financial reporting of Canadian reporting issuers by promoting publicly and proactively, high quality external audits of reporting issuers. CPAB is committed to conducting business with integrity, in accordance with the highest ethical standards and in compliance with all applicable laws, rules and regulations.


The purpose of this Code of Ethics (for CPAB’s Board of Directors) is to maintain the highest standards of ethical conduct among members of the Board of Directors (Board), and to provide the public with confidence in the integrity of CPABs decisions by seeking to avoid both actual and perceived conflicts of interest among Board members.


All Board members are expected to read and comply with this Code. Each individual is responsible to the public as a representative of CPAB and is expected to represent the public interest with integrity.




EC1. Application of Code


The provisions of this Code of Ethics apply, according to their terms, to present Board members. EC 3(c) and EC 10 apply to former Board members.



EC2. Definitions


(a) Reference to Rules of CPAB


Unless the context requires otherwise, the definitions provided in Section 100 of the Rules of CPAB apply to the words and terms contained in this Code of Ethics.



(b) Code


The term "Code" means this Code of Ethics (for CPABs Board of Directors), as it may be amended from time to time.


(c) Honoraria


The term "honoraria" means anything received by a Board member with more than a nominal value, whether provided  i cash  or  otherwise and  whic i provided  i exchang fo speech,  panel  participation, publication or lecture on behalf of CPAB. Neither the waiver of conference fees nor acceptance of a modest speakers-only meal constitutes "honoraria."


Note Item that  ar provided  to  al conference  participants,  including  speakers,  ar no provided  "in exchange for" a speech and thus not considered to be "honoraria."



EC3. General Principles



(a) The general principles within this Section form the basis for the ethics rules and standards of conduct contained in the Code. When a situation is not covered by the Code's specific standards, Board members shall apply the principles set forth in this Section, and may consult with the Ethics Officer, in determining whether their conduct is proper.


(1) Board members should at all times be mindful of their responsibilities to CPAB, the sensitivity of their positions, and the need for public confidence in the objectivity and deliberative due process of the Board.


(2) Boar member should recogniz that the  degree  o public confidence i the functio and activities of CPAB depends heavily upon the observance of both the letter and spirit of this Code.


(b) No Board member shall act in a manner, regardless of whether specifically prohibited by this Code, which might reasonably result in or reasonably create the appearance that the Board member is:


(1) using his or her official position with CPAB, or confidential information obtained through service for CPAB, for the private gain of any person;


(2) giving preferential treatment to any person with respect to his or her work for CPAB; (3) losing independence or objectivity with respect to his or her work for CPAB;

(4) adversely affecting the public confidence in his or her independence, objectivity or responsibilities to CPAB; or


(5) otherwise hindering the interests or reputation of CPAB.


(c) No former Board member may use confidential information obtained through service for CPAB, for the private gain of any person.


EC4. Financial Interests


Notwithstanding any other provision of this Code, no Board member may share in any of the profits of, or receive payments from, a public accounting firm that is a participant in CPABs oversight program, other than fixed continuing payments under standard arrangements for retirement from public accounting firms.




EC5. Investments


Nothing in this Code prohibits Board members from owning and holding securities (including futures), real estate, commodities (including futures), exchange-traded options and other investments held for personal investment purposes, except that no Board member may have any financial interest in a public accounting firm that is a participant in CPABs oversight program.




EC6. Outside Activities


(a) No Board member shall engage in any outside activity, whether or not for compensation that:


(1) affects or reasonably creates the appearance of affecting his or her independence or objectivity; (2) interferes with his or her responsibilities to CPAB; or

(3) otherwise hinders the interests or reputation of CPAB.


(b) In determining whether a proposed outside activity by a Board member represents a threat to independence, the individuals responsibilities to CPAB or the interests or reputation of CPAB as prohibited by EC6 (a), the Board or the Chief Executive Officer of CPAB shall identity the threat, evaluate the significance of the threat and, if the threat is other than clearly insignificant, consider whether any proposed safeguards would eliminate the threat or reduce it to an acceptable level.


(c) Notwithstanding any other provision of this Code, a Board member who intends to accept any position with a Canadian reporting issuer, or a foreign reporting issuer or fund controlled by a Canadian reporting issuer, whether or not for compensation, shall advise the Board Chair before any such position is accepted, so that any potential conflicts can be identified.




EC7. Gifts, Reimbursements, Honoraria and Other Things of Value


(a) No Board member shall, directly or indirectly, solicit or accept any gift, reimbursement, honoraria or anything of monetary value from any source that might reasonably be viewed as:


(1) interfering with his or her independence, objectivity or responsibilities to CPAB; or


(2) otherwise hindering the interests or reputation of CPAB.


(b) In connection with his or her CPAB role or responsibilities, no Board member shall accept payment for or reimbursement of travel-related expenses from any organization other than CPAB, except:


(1) for travel that is in direct connection with the Board member’s participation in an educational forum; and


(2) the educational forum is principally sponsored by and the travel-related expenses are paid or reimbursed by:



(A) a federal, provincial or municipal governmental body, or an association of such bodies, (B) an accredited institution of higher learning,

(C) a registered charity or a non-profit organization described in paragraph 149(1)(l) of the Income Tax Act, provided such organization is not principally funded from one or more public accounting firms that are participants in CPABs oversight program or reporting issuers, or


(D) institutions equivalent to those in EC7(b)(2)(A) (C) located outside Canada.




EC8. Use of CPAB Assets


Board members should protect CPABs assets and use them solely for purposes of conducting CPAB

business.




EC9. Disqualification


If a Board member becomes aware of circumstances or facts that in his or her judgement might lead a reasonable person to believe that he or she may have a financial interest or other relationship that might affect, or reasonably create the appearance of affecting, his or her independence or objectivity with respect to CPAB's purpose or activities, then he or she shall, at the earliest possible date:


(a) disclose such financial interest or other relationship, to the Board Chair;


(b) take appropriate measures to eliminate the financial interest or other relationship at the earliest practical date but no later than 30 days after the person has knowledge of the financial interest or other relationship and the right or ability to eliminate it; and


(c) if the financial interest or other relationship has not been eliminated in accordance with EC9(b), recuse himself or herself from further CPAB activities involving or affecting the financial interest or other relationship.


Note: For the purposes of applying this provision upon commencement of their appointment, Board members must report any financial interests or other relationships that might affect, or reasonably create the

appearance of affecting, his or her independence or objectivity with respect to CPABs purpose or activities, within the first 60 days of their appointment, or 60 days from the effective date of this Code, whichever is

later.




EC10. Non-Public Information


(a) Unless authorized by the Board, no Board member shall disseminate or otherwise disclose any information obtained in the course of his or her Board membership and that has not been released, announced, or otherwise made available publicly.


(b) The provisions of this Section shall continue in effect after the termination of Board membership.




EC11. Speaking for CPAB


Unless authorized to speak on behalf of CPAB, Board members shall include a disclaimer for any private publication or public statement by indicating that the views expressed are those of the author or speaker and do not necessarily reflect the view of CPAB or other Board members.




EC12. Ethics Officer


The Board shall designate an Ethics Officer who shall be empowered to:


(a) counsel Board members regarding compliance with or potential violations of this Code;


(b) issue advisory opinions, as requested, to Board members regarding potential violations of this Code; and


(c)  mak recommendations  t th Boar regarding  waiver  request and  potential  violations  of or amendments to, this Code.




EC13. Post-Appointment Restrictions


(a) For a period of one year following termination of Board membership, an individual may not:


(1) knowingly act as an agent or counsel for, or otherwise represent, any other person in any formal or informal appearance before CPAB with respect to a review proceeding or arbitration; or


(2) make any oral or written communication on behalf of any other person to, and with the intent to, influence CPAB with respect to a review proceeding or arbitration.


(b) Former Board members shall not represent before CPAB or communicate to CPAB as set forth in EC13(a)(1) and (2), on a particular matter in which the Board member participated personally and substantially as a Board member.


(c) For purposes of this Section, participating in the financial reporting process as the officer or director of a reporting issuer or participating in an engagement to audit a reporting issuer's financial statements does not, in and of itself, constitute representation before or communication to CPAB as set forth in EC13(a)(1)and (2).




EC14. Compliance


Board members are encouraged to seek guidance from the Ethics Officer when in doubt about the best course of action in a particular situation. Additionally, Board members are required to report violations of this Code to the Ethics Officer and will suffer no adverse consequences when making reports in good faith.


EC15. Waiver


Unless  otherwise  prohibited  by  law th Boar (or  perso t whom  the  Boar may  delegat this responsibility) may grant a request for waiver of any provision of this Code. Such waivers must be requested in writing by the Board member and evaluated by the Ethics Officer. The Board will grant waiver requests only after a finding that the waiver would not otherwise hinder the interests or reputation of CPAB. The nature of any waivers granted will be promptly made available to the public through the CPAB website, subject to the withholding of information that would constitute a clearly unwarranted invasion of personal privacy.




EC16. Certification


Board members shall agree in writing to comply with this Code at the commencement of their appointment, or  from  the  effectiv dat of  thi Code,  whichever  i later and  shall throughout  th term  of  their appointment, certify annually in writing to the Ethics Officer their continuing compliance with it.




EC17. Failure to Comply



A Board member who does not comply with the requirements of this Code could be subject to termination of his or her appointment.

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