deloitte ethics

8/4/2019 Deloitte Ethics

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Code o Ethics& Proessional ConductPersonal Integrity,

Public Trust


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As used in this document, Deloitte means Deloitte LLP.

Please see www.deloitte.com/us/about or a detailed description

o the legal structure o Deloitte LLP and its subsidiaries.

This Code o Ethics and Proessional Conduct (the Code)

is to be applied in accordance with ederal, state, and local

law. The Board o Directors o Deloitte LLP (Deloitte) has

adopted this Code or use by its personnel. This Code is

substantially identical to the ones prepared or each o the

unction-specic subsidiaries o Deloitte. Solely or ease

o reerence, Deloitte and its subsidiaries are sometimes

reerred to collectively as the Deloitte U.S. Firms and

individually as a Deloitte U.S. Entity. In addition, unless

otherwise specied in this Code, reerences to we, our,

or the rm are reerences to the personnel and rm o

Deloitte.

This Code is provided or inormational purposes only. It is

not intended to create, nor does it constitute, a contract

or an enorceable promise o any kind with any Deloitte

U.S. Entity. Deloitte reserves the right to modiy, revise,

discontinue, or amend any or all o this Code as it deems

appropriate, at any time, in whole or in part, or any reason,

and without prior notice, consent, or approval. Deloitte

retains the absolute right to terminate employment o its

personnel at any time, without cause, without prior notice,

and without prior discipline.

Deloitte is a member rm o Deloitte Touche Tohmatsu, a

Swiss Verein (an association o member rms) (the DTT

Member Firms). This Code o Ethics and Proessional

Conduct is consistent with the Ethical Principles o Deloitte

Touche Tohmatsu.

Preace


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Table o Contents

Introduction

Deloitte Touche Tohmatsu Ethical Principles 1

Ethics, Compliance, and Proessional Conduct:

Our Reputation Rests with You 3

A Global Approach to Ethics and Compliance 4

About Your Responsibilities

A Duty to Know, Understand, and Comply 5A Duty to Report 5

Where to Go or Help and How to Report 6

Practical Advice: Using the Integrity Helpline 6

Code o Ethics and Proessional Conduct

The Power o Shared Values

About the Code o Ethics and 7

Proessional Conduct

Sustaining the Public Trust

Integrity: A Core Value 8

Quality o Work Product 8

Independence and Objectivity o

Proessional Advice and Conclusions 8

Corporate Responsibility 8

Government Transactions and Relations 9

External Inquiries 9

Truth in Communications 10

Respect or Competition 10

Records Accuracy 10

Records Management 10

International Business 10

Fullling Obligations to Clients

Independence rom Clients 11

Scope o Services 11

Billing or Proessional Services 11

Condential and Proprietary Inormation 11

Insider Trading 11

Gits and Entertainment 12

Supplier, Contractor, and Alliance Relationships 12

Proessional Competence and Due Care 12

Meeting Commitments to Each Other

Honesty and Trust 13

Diversity and Inclusion 13

Respect and Fair Treatment 14

Licensure and Proessional Certications 14

Consultation 14

Conficts o Interest 14

Personal Relationships 15

Health, Saety, and the Environment 15Communications Systems 15

Use o Deloitte U.S. Firms Assets 16

Policies and Procedures 16


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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 1

The ollowing Ethical Principles have been adopted by

each o the DTT Member Firms, including Deloitte:

Honesty and Integrity We act with

honesty and integrity.

We are straightorward and honest in our

proessional and business relationships.

We are truthul about the services we provide,

the knowledge we possess, and the experience

we have gained.

Proessional Behavior We operate within

the letter and the spirit o applicable laws.

We comply with proessional standards and

applicable laws and regulations.

We avoid any action that may d iscredit our rms

or our proessions.

We strive not only to do what is legal, but also

what is right.

Competence We bring appropriate skills

and capabilities to every client assignment.

We understand that the public and our clients expect

our work to meet high proessional standards.

We use due care to ensure that client needs are

matched with Deloitte personnel who have the

competence required or their assignments.

Objectivity We are objective in orming

our proessional opinions and the advice

we give.

We do not allow bias, confict o interest, or undue

infuence o others to override our proessional

judgments.

We address dierences o opinion and handle them

constructively and proessionally.

Deloitte Touche TohmatsuEthical Principles


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Condentiality We respect the

condentiality o inormation.

We prohibit disclosure o inormation to anyone

inside or outside our rms without the legal or

proessional right to know.

We do not misuse inormation o our clients, our

rms, or our people or personal advantage or

or the benet o third parties.

Fair Business Practices We are

committed to air business practices.

We receive ees that refect the value o services

provided and responsibilities assumed, and are

considered air and reasonable by our clients.

We respect our competitors and do not

compete unairly.

Responsibility to Society We recognizeand respect the impact we have on the

world around us.

We take our role in society seriously and do not

cause intentional harm.

We support contributions to the communities

where we operate.

Respect and Fair Treatment We treat

all our colleagues with respect, courtesy,

and airness.

We understand the impact that our individual

behavior has on our rms, our colleagues, and

society, and always work to take responsible action.

We encourage and value the diverse mix o people,

viewpoints, talents, and experiences ound at Deloitte.

We are air in our behavior and our policies promote

equal opportunity or all.

Accountability and Decision Making

We lead by example, using our shared

values as our oundation.

We recognize that we are role models and that we set

behavioral standards or our proessions and each other.

We make decisions based on our shared values and

expect our leaders and colleagues to do the same:

Integrity

Outstanding value to markets and clients

Commitment to each other

Strength rom cultural diversity


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The current business environment has put proessional

services rms at a crossroads. The values o individuals, and

the integrity o the organizations they belong to, are being

tested.

The trust placed in Deloitte LLP and its subsidiaries (the

Deloitte U.S. Firms) by clients and the capital markets

must never be taken or granted. The responsibility or

ethical behavior must be taken seriously by everyone, at

every level o the organization.

While the inherent risks in the marketplace, the potential

or business ailure, or the possibility o human mistakes

cannot be entirely eliminated, the people o Deloitte LLP

(Deloitte) can, should, and must be required to conduct

themselves honestly, and in accordance with applicable

proessional standards.

The Ethical Principles and shared values adopted by the

DTT Member Firms are specically designed to provide

guidance to all o the people o the DTT Member Firms,

despite the diversity o their backgrounds and proessional

disciplines. These principles and values are an integral part

o this Code, and o the rigorous commitment the Deloitte

U.S. Firms have made historically (and continue to make

today), to sustain the public trust. They will guide you in

conducting business honorably, ethically, and with the

utmost proessionalism.

This Code provides the detailed inormation, helpul

guidance, and reerences to written policies and resources

that you need to help you make the right choices on

a daily basis. It will empower you to apply your best

proessional judgment at all times. You are expected to

use these policies and practices as a means to d iscuss your

responsibilities openly and honestly with clients,

with regulators, and with each other.

While policies are important, ultimately the success o

our Ethics and Compliance Program rests with you. You

must make decisions every day in your work decisions

that may have wide-ranging economic, legal, and ethical

implications. Whatever the circumstances, you are

expected to act with complete integrity, at all times.

Its our expectation that, ater reading this Code, you

will have a better sense o your vital role, and o the

broad support you have rom the highest levels o

management. In addition, we believe you will also gain a

wider understanding o the privileges and responsibilities

that come with working at one o the nest proessional

services organizations in the world.

Ethics, Compliance, andProessional Conduct: OurReputation Rests with You

Barry Salzberg

Chie Executive Ocer

Deloitte LLP

Michael E. Zychinski

Chie Ethics and

Compliance Ocer

Deloitte LLP


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Merriam-WebstersDenition o Ethics

1. the discipline dealing with what is good and

bad and with moral duty and obligation

2. a: a set o moral principles:

a theory or system o moral values

b: the principles o conduct governing

an individual or a group

c: a guiding philosophy

By permission. From Merriam-Websters CollegiateDictionary, Eleventh Edition 2008 by Merriam-Webster, Inc.www.merriam-webster.com

Our Ethics and Compliance Program is based in part onthe DTT Member Firms global Ethical Principles and shared

values. The shared values dene common underlying

belies, while the Ethical Principles dene the specic

standards o proessional behavior expected o the people

o all the DTT Member Firms.

The Ethics and Compliance Program or Deloitte

encompasses the oversight and communications

mechanisms we have in place to manage our ethics and

compliance activities.

The most visible element o the Ethics and Compliance

Program or Deloitte is this Code o Ethics and Proessional

Conduct (the Code). It outlines the requirements and

expected behaviors o the people o Deloitte, and provides

inormation about the Chie Ethics and Compliance Ocer

o Deloitte, the Integrity Helpline, and the many other

resources available to our personnel.

A Global Approach toEthics and Compliance


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A Duty to Know, Understand, and ComplyIt is the duty o all rm personnel to know, understand, and

comply with this Code o Ethics and Proessional Conduct.

Failure to comply with the Code could result in signicant

risk to the rm and its people, and will subject that individual

to disciplinary action, up to and including termination or

separation rom the rm.

In addition, certain proessionals may have to comply with

additional requirements o certain proessional codes o

conduct given their specializations or certications. (For

example, CPAs must also comply with the AICPA Code o

Conduct; attorneys must adhere to their proessional codes

o responsibility; valuation proessionals must comply with

the ethical principles o the American Society o Appraisers.)

Merriam-Websters

Denition o Compliance:

1: conormity in ullling ocial requirements

By permission. From Merriam-Websters Collegiate Dictionary, EleventhEdition 2008 by Merriam- Webster, Inc. www.merriam-webster.com

A Duty to ReportThe Ethics and Compliance Program is designed to educate

and oster an atmosphere where open communication o

ethics and compliance inquiries and issues is encouraged,

and to provide all personnel with a reasonable

understanding o how to identiy and report potential

violations. Each o you is responsible or appropriately

addressing through reporting, consultation, or other

means potentially raudulent, illegal, or unethical issues

that may come to your attention.

I you observe or become aware o a potential raudulent,

illegal, or unethical act, or other violation o rm policy,

whether committed by a colleague, client, supplier,

contractor, alliance, or others associated with or doing

business with the rm or another Deloitte U.S. Entity,

it is your responsibility to appropriately report the

circumstances through a reporting channel, and to

cooperate ully with any investigation.

About Your Responsibilities


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Where to Go or Help and How to Report

For assistance with ethics and compliance matters, and

to report potential violations, you should contact your

supervisor, or oce or regional unction/channel leader.

I they are unable to resolve the issue (or i you are

uncomortable discussing the issue with them), you should

seek assistance rom other parties, such as:

Talent

Regional Compliance Ocer

Policy and Compliance Group

Chie Ethics and Compliance Ocer o Deloitte LLP

Integrity Helpline

You should turn to the Integrity Helpline in the ollowing

circumstances:

I you believe that ethics and compliance issues are not

being resolved, either through the existing managerial

chain o command or other reporting options.

I you dont eel comortable reporting through normal

channels.

I youd like condential assistance on ethics and

compliance issues.

I you wish to remain anonymous when ling a report.

Practical Advice: Using the Integrity Helpline

The Integrity Helpline is a condential, 24-hours-a-day,365-days-a-year service you can access rom any location.

Reports may be made on either an anonymous or named

basis. The Integrity Helpline is administered by a third party

to maintain condentiality and, when requested, anonymity.

Anyone can log onto or call the Integrity Helpline to request

assistance or report a potential violation regarding an ethics

and compliance issue. Every reasonable eort will be made

to keep the identity o anyone reporting a potential violation

condential to the extent possible, consistent with good

business practice. In order to assist in the investigation, those

reporting potential violations are encouraged to identiy

themselves. However, anonymous reports will also be

accepted and investigated to the extent possible.

Online:

www.integrityhelp.com

By Phone:

+1 866 850 1485 (within U.S.)

+1 503 748 0570 (outside U.S.)

For a list o toll ree numbers in countries

worldwide, visit:

www.integrityhelp.com/international

By Mail:

You may send a report (named or anonymous)

via the mail, to:

Michael E. Zychinski

Chie Ethics and Compliance Ocer

Deloitte LLP

10 Westport Road

Wilton, CT 06897

or to a P.O. Box managed by the Integrity

Helpline vendor. The address is:

Integrity HelplineC/O EthicsPoint, Inc.

PO Box 230369

Portland, OR 97281-0369

There will be no reprisals against

anyone because he or she, in good aith,

reports an ethics or compliance concern.


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Shared values unite the people o the DTT Member Firmsand are the basis or a common culture. These values orm

the oundation or always doing the right thing, and or

sustaining the public trust, ullling client obligations, and

meeting commitments to each other.

Our shared values are:

Integrity

Outstanding value to markets and clients

Commitment to each other

Strength rom cultural diversity

About the Code o Ethics

and Proessional Conduct

The Code refects our expectations or all personnel

o Deloitte. The sections o the Code that ollow

contain ethics and compliance standards covering our

responsibilities to the public trust, to clients, and to each

other. In complying with these standards, you should ask

yoursel the ollowing questions to aid in making the rightdecision about a possible course o action:

Are my actions illegal or unethical?

Am I being air and honest?

Would I be unwilling or embarrassed to tell my amily,

riends, or co-workers?

Would the reputation o a Deloitte U.S. Firm be harmed

i the action were revealed in the newspapers?

Am I personally uncomortable about the course o

action?

Could someones lie, health, saety, or reputation be

endangered by my action?

Could the intended action appear inappropriate to a

third party?

I you are still unsure o what to do, ask questions and seek

additional guidance through your unction/channel leader

or through other sources described in this Code.

The Power o Shared Values


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Letter o Law vs. Spirit o Law

The letter o the law is the literal, stated interpretation

o the law as its written. The spirit o the law is usually

broader, and refects the intention behind the law.

While usually obvious, this may not be explicitly stated.

Integrity: A Core Value

Integrity means always trying to do the right thing, the

rst time, every time. At every level, the people o Deloitteare expected to be honest, trustworthy, candid, and

straightorward in both personal and business dealings,

in accordance with both the letter and the spirit o

all applicable laws and regulations. All personnel are

encouraged to exceed the expectations o clients and

each other by seeking to do not only what is legal,

but also what is right. Our commercial ambitions should

never be allowed to overtake proessional and ethical

responsibilities.

Quality o Work Product

Our reputation is wholly dependent not only on the integrity

o our people, but also on the quality o the services

provided by the Deloitte U.S. Firms. This quality expectation

is very simply stated in the perceptions o both the public

and clients, the work product o the Deloitte U.S. Firms

should meet all applicable proessional standards.

Each person is individually responsible or the quality o

the proessional services provided. Commitment to quality

operates at three levels: the individual, the team, and the

organization. At every level, it requires a dedication to

having pride in your work product and an appropriate sense

o proessional skepticism in the conduct o all our work.

Independence and Objectivity

o Proessional Advice and Conclusions

In working with clients, our policy is or the Deloitte U.S.

Firms to be orthright, direct, and independent in conveying

advice or rendering an opinion. Prejudice, bias, confict o

interest, or undue infuence o others must not be allowed

to override objective proessional or business judgments.

In return, clients are expected to meet the letter and the

spirit o all applicable laws and regulations. There is no

client or engagement that is more important than our

responsibility to sustain the public trust, our commitment to

do the right thing, and our concern to maintain our good

reputation. We will always support the personnel o the

Deloitte U.S. Firms who stand up to a client they reasonably

believe may be engaging in illegal or inappropriate nancial

reporting or other business activities.

Corporate Responsibility

We have a responsibility to be a good neighbor and a

contributing corporate citizen in the communities in which

our people work. We are committed to conducting our

business activities in ways that honor ethical values and

respect people, communities, and the natural environment.

We continue to work toward the sustainable improvement

o lie, the environment, and business by:

Rendering high-quality proessional services with the

utmost integrity.

Providing a workplace that contributes to the

proessional growth, the development, and the personal

success o our people.

In connection with the perormance o client attest servicesby Deloitte & Touche LLP, all Deloitte U.S. Firms will conduct,

and possibly limit, community activities, including the

making o monetary donations, so that the obligation o any

Deloitte U.S. Entity to maintain independence (both in act

and appearance) cannot be called into question.

Sustaining the Public Trust


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Our people share a long tradition o supporting the

communities in which they live and work. In addition to

nancial contributions made by Deloitte and its people,

many o our people also volunteer their time to worthwhile

causes. We actively oer, encourage, support, and reward

volunteerism or several important reasons:

Helping others and sharing is simply the right thing to

do.

Community involvement is a maniestation o our

shared values.

A healthy community depends on the active

involvement o all who live and work there.

Community involvement helps people become better

proessionals by enhancing their skills and leadership

abilities outside the workplace.

In addition, we practice our responsible stewardship o

the earths natural resources by continuously looking or

ways to reduce our impact on the environment, both as an

organization and as individuals.

Government Transactions and Relations

The business transactions o the Deloitte U.S. Firms

requently involve governmental entities. The laws and

regulations pertaining to doing business with governmental

entities impose special rules and may have a more stringent

set o requirements, not typical o other businesses. For

example, providing meals or hosting social events may

be acceptable or a non-governmental client. However,

they may be prohibited when a government employee

is involved. All personnel involved in providing servicesto governmental entities are required to adhere to the

governments ethical standards as they apply to the

services provided, as well as this Code.

We comply with all applicable rules, laws, and regulations

relating to the prohibition o political lobbying or

attempting to infuence government ocials.

Deloitte has established a ederal political action committee

that allows partners, principals, and directors o the

Deloitte U.S. Firms to collectively support the political

process. The inappropriate use o assets o any o the

Deloitte U.S. Firms to support a political campaign is not

permitted. Participation in the political action committee

is voluntary. Individual political contributions made by

partners, principals, directors, and employees are a

personal decision and consequently a personal expense.

Such contributions are not reimbursable by any o the

Deloitte U.S. Firms.

External Inquiries

We should always exercise care not to disclose

condential, personal, or business inormation through

public or casual discussions with the media, government

ocials, or others. External inquiries (e.g., media and

regulators) must be reerred to the appropriate Deloitte

resource (Public Relations or Risk Management) or a

response. This includes newspapers, magazines, trade

publications, radio, television, and government inquiries,

as well as any other external source seeking inormation

about a Deloitte U.S. Firm or its clients. While it is standard

policy to respond to external inquiries in an honest, candid,

and appropriate manner, responses may be limited by

condentiality requirements and other related concerns.

When public comment is requested on proposed regulations

or proessional standards, it is the practice o the Deloitte

U.S. Firms to provide inormed eedback and perspective

based on whats believed to be in the long-term best interest

o the capital markets and the proessions. Communication

with regulators and standard-setters is conducted through

Deloitte using publicly sanctioned means. Inappropriate

or unethical eorts to infuence regulation or proessionaloversight are not condoned.


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Truth in Communications

Our people are committed to representing the rm

with honesty and candor. Similarly, it is our policy to

communicate acts about our capabilities, policies, and

people accurately and responsibly in advertisements, sales,

marketing, recruiting, and all other promotional materials.

Respect or Competition

We will not pursue any competitive tactic or goal

that we believe might damage our reputation or

is inconsistent with our vision or the Deloitte U.S.

Firms to be recognized as the best in proessional

services. We do not condone any attempts to gather

competitive inormation in a deceptive, unlawul, or

inappropriate manner. We honor valid non-compete

agreements (sometimes known as restrictive covenants)

o competitors. The non-compete agreements applicable

to the Deloitte U.S. Firms existing and ormer personnel

are also strictly enorced. Furthermore, given that our

reputation is aected by the reputations o competitors,

Deloitte does not condone any competitive action that

could be harmul to the integrity o our competitors.

Records Accuracy

Accurate and complete records are required or compliance

with regulatory, tax, and nancial reporting requirements,

among other things, as well as or meeting obligations

to clients. Personnel who enter inormation into the

rms business records (including, but not limited to,

time, expense, and client billing records, regulatory, or

other nancial reports) have a responsibility to do so in a

truthul, accurate, legible, complete, and timely manner

and in accordance with the rms policies and all legal and

proessional standards and regulations.

Records Management

We will maintain all records in accordance with the legal

and business requirements appropriate to our proessions.

To help preserve the integrity o the record-keeping and

reporting systems, all personnel have an obligation to

know and comply with all current applicable records

retention policies and procedures. These include how data

is shared, stored, and retrieved, and the circumstances

under which it may be disposed o. Changes to and

destruction o records are specically orbidden in the

ollowing circumstances:

Where prohibited by law, by government regulation, or

by policy o the Deloitte U.S. Firms.

Where there exists an overriding governmental,

regulatory, or contractual requirement.

Where there is knowledge o or anticipation o a

subpoena or other request or documents, a regulatory

investigation, or a lawsuit.

We never destroy, alter, or cause the destruction or

alteration o documents or any illegal or improper

purpose. Records include among other things paper

copies, electronic les, and video and audio recordings.

International Business

All DTT Member Firms are committed to ethical business

conduct in their global marketplaces. Like all DTT

Member Firms, Deloitte expects its personnel conducting

international business to know, understand, and abide

by the relevant laws o the countries in which they do

business. Personnel should determine that payments made

by or on behal o DTT Member Firms are lawul and aremade only or legitimate business purposes. Under no

circumstances is it acceptable to oer, give, solicit, or

receive any orm o bribe or kickback.


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Independence rom Clients

Deloitte and its personnel are committed to complying

with all laws and regulations dealing with proessional

independence requirements, including the applicable

requirements o Sarbanes-Oxley.

The people o Deloitte are pledged to maintaining

independence, both in act and appearance, rom clients o

the Deloitte U.S. Firms in exercising appropriate proessional

responsibilities. All applicable personnel must be nancially

independent o Deloitte & Touche LLP attest clients,

and maintain an independent and objective attitude in

perorming services or all clients. For Deloitte & Touche LLP

attest clients, none o the Deloitte U.S. Firms will render

any service or enter into any supplier agreement that would

impair independence. Each Deloitte U.S. Entity monitors its

services and relationships to ensure these goals are achieved.

Scope o Services

As an organization that oers many skills and capabilities

in the proessional services marketplace, naturally we want

to be competitive and successul. Nevertheless, the DeloitteU.S. Firms will not overstate their ability to deliver services,

nor will they oer or provide any services that will damage

their reputation or the reputations o clients. Their skills,

experience, and desire to do the work are airly represented

in proposals to clients. They also make it a point to stand

behind service commitments made to clients.

Services are delivered in a proessional manner according to

the Deloitte U.S. Firms policies as well as the proessional

standards and regulations applicable to their proessions.

They oer only those proessional services that they are

competent to perorm and supervise, and only those services

that will not detract rom the public trust in the Deloitte U.S.Firms independence, integrity, and objectivity.

Billing or Proessional Services

We are committed to properly recording hours worked

and expenses incurred in our time and expense reporting

systems, in accordance with our applicable policies, and

allocate such charges to the appropriate project or client

service charge codes. The Deloitte U.S. Firms have an

obligation to accurately bill clients or ees and expenses, in

accordance with the terms o their engagements.

Condential and Proprietary Inormation

Our personnel have access to signicant amounts o

client inormation that may not be available to the public.

Accordingly, you are required to preserve the condentiality

o inormation obtained in client service. Inormation o

a private and sensitive nature must be used responsibly,

controlled, and protected to prevent arbitrary and careless

disclosure.

The disclosure o condential client inormation is

prohibited to:

Anyone who works outside the clients organization.

Anyone within the client organization without a need

to know.

Anyone within the Deloitte U.S. Firms or other DTT

Member Firms, unless there is a legal or proessional

right or duty to disclose, or a written client consent has

been obtained.

Condential or proprietary inormation about clients, our

organization, or other parties, which has been gained

through employment with Deloitte, shall not be used or

personal advantage or or the benet o third parties.

Insider Trading

Our people may, in the course o perorming their duties,

come into possession o material non-public inormation

about clients and the companies with whom they dobusiness. Material non-public inormation is any

inormation that would aect the prices o securities, either

positively or negatively, that is not generally available to the

investing public. This inormation is generally reerred to as

insider inormation. Buying or selling stocks using insider

inormation is reerred to as insider trading.

Fulflling Obligationsto Clients


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It is illegal or any person to buy or sell any securities (i.e.,

stocks, bonds) based on insider inormation, or to discuss

such inormation with others who might buy or sell such

securities.

Gits and Entertainment

We strive to compete on the basis o the quality and value

o services provided. Personnel o Deloitte should not oer

or accept gits or payments, or undertake inappropriate

activities, to acilitate any engagements. Entertainment o

our personnel or clients that is lavish or inappropriate in

nature is also not permitted.

In addition, you have an obligation to comply with

clients policies regarding gits and entertainment. Gits or

entertainment should not be accepted or extended by our

rms personnel i they could be reasonably considered to:

Improperly infuence any Deloitte U.S. Entitys business

relationship with, or create an obligation to, a client,

supplier, contractor, or alliance.

Violate laws, proessional standards and regulations, or

this Code o Ethics and Proessional Conduct.

Constitute an unair business inducement.

Cause embarrassment to or negative impact upon our

rm or any o the Deloitte U.S. Firms..

Neither you nor any member o your immediate amily

should use your position with the rm to solicit any cash,

gits, or ree services rom any client, supplier, contractor,

or alliance or your or anyone elses personal benet.

Guidelines regarding gits and entertainment that are

acceptable:

Nominal gits that are usual and customary or the

proession (e.g., pens, calendars, and mugs).

Reasonable invitations (may be either extended or

accepted) to business-related meetings, conventions, or

conerences (e.g., a product-training seminar, a business

luncheon or dinner).

Invitations to social, sporting, or other events (may be

either extended or accepted) i the cost is reasonable

and attendance serves a customary business purpose

(e.g., networking).

In all cases, you have a responsibility to know and

understand our rms detailed guidance on acceptable client

entertainment, as well as the clients own policies related to

allowable gits and entertainment involving their personnel.

Supplier, Contractor, and Alliance Relationships

Our success depends on building productive relationships

with all suppliers, contractors, and alliances based on

integrity, ethical behavior, and mutual trust. Regardless o

whether there is an existing or uture client relationship,

we select suppliers, contractors, and alliances based on the

quality, price, service, delivery, and supply o needed goods

and services. Procurement decisions should be based on

objective business rationale and not on personal interest

or bias.

Proessional Competence and Due Care

Each Deloitte U.S. Entity observes its proessions

standards o perormance in providing proessional

services. In addition, they continually strive to improve

the quality o services to clients and exercise due care

in the management o client engagements by matching

client needs with personnel who have the appropriate

technical training and the competence required or their

assignments. Engagements are planned and supervised

using resources o both the client and the Deloitte U.S.

Firms and where appropriate in consultation with

national resources regarding technical or industry-specic

questions. Reports are issued in accordance with all

applicable proessional standards.


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Honesty and TrustWe believe that our people work best in a culture o trust,

and we are committed to ostering and maintaining such

a culture.

We expect our colleagues to perorm their jobs with

integrity and to conduct themselves ethically at all times.

Honesty in the commitments to, and dealings with, each

other is essential. We are each individually responsible or

both the quality and the on-time completion o our own

work. We must also accurately and honestly account to

each other or time worked and expenses incurred (in

accordance with Deloitte policy) or both internal and or

client-related activities. At all times, it is the responsibility

o each o us to saeguard the condential and proprietary

inormation o the Deloitte U.S. Firms.

Diversity and InclusionWe are committed to ostering a diverse and inclusive

culture. Such a culture directly supports our mission to help

our people and clients excel. The rich mix o individuals,

viewpoints, talents, and experiences ound at our rm is

respected and valued. Our human resources policies aim

or the highest standards o airness and equal opportunity,

covering recruitment and employment, promotions, team

opportunities, and training programs. We are committed to

compliance with all laws and regulations relating to equal

employment opportunity, armative action, harassment,

and diversity.

Deloitte is an equal opportunity employer and recruits,

employs, trains, compensates, and promotes high-quality,

competent, and responsible people without regard to

race, religion, creed, color, citizenship, national origin, age,

gender, gender identity/expression, sexual orientation,

marital status, disability, veteran status, or any other legally

protected basis, in accordance with all applicable ederal,

state, and local laws or regulations.

Meeting Commitmentsto Each Other


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14

Respect and Fair Treatment

All personnel are expected to treat their colleagues with

respect. Providing a sae, healthy, and productive work

environment is a priority, and you are expected to support

eorts to eliminate any actions or circumstances that

undermine such an environment. Unlawul discrimination,

verbal or physical harassment or abuse, or oensive

behavior (whether or not sexually related) by personnel or

agents o Deloitte will not be tolerated.

Licensure and Proessional Certications

In order to deliver on the promise o exceptional client

service, many o our proessionals maintain proessional

licenses and certications (e.g., CPA, CISA, CFA, actuary,

attorney-at-law). All personnel holding proessional licenses

and certications have a personal responsibility to maintain

such licenses and certications in good standing through

timely renewals, and (where required), the attainment o

the appropriate level o continuing proessional education.

All proessionals o Deloitte (and any licensed subsidiary o

Deloitte) who have passed the Uniorm CPA Examination

and have met the applicable experience and other

requirements to be certied should hold active CPA licenses

with the appropriate state board(s) at all times. Such

CPAs should obtain and maintain an active license in their

original state o licensure as well as the state(s) in which

they maintain an oce and any states in which they serve

clients. All CPAs are required to regularly report the status o

their CPA licenses through the Deloitte reporting systems.

Many states have dierent requirements with respect to

licensing o CPAs or temporary or incidental practice. CPAs

should consult with the regional compliance ocer or

their oce and/or the oce in another state in which they

will temporarily practice to determine the requirements ortemporary or incidental practice beore commencing work in

the other state.

Consultation

We are committed to a consultative culture. At a minimum,

consultation on non-routine or emerging issues or

practices is not only expected, it is required. Frequent

consultation with national oce and industry resources

is encouraged. The Deloitte U.S. Firms speak with one

voice on technical and other practice-related matters.

No individual partner, principal, director, or employee is

permitted to ignore a technical or other practice-related

determination rendered by a proessional practice director,

regional proessional practice director, national industry

leader, or the national oce consultation group. Each o

the Deloitte U.S. Firms has an established procedure and

protocol to allow any proessional the right to appeal and

resolve any proessional disagreements that might arise. As

proessionals, we have a duty and an obligation to express

diering points o view and appropriately resolve such

matters in an open-minded and proessional manner.

Conficts o Interest

As proessionals, we make business decisions every day. In

making those decisions, we are responsible or remaining

ree rom infuence, or the appearance o infuence, o any

conficting interests, and or conducting business ethically

and legally. We have a duty to avoid making business

decisions that place personal interests ahead o those o

our rm or any o the Deloitte U.S. Firms.

Some examples o potential confict situations include:

Acting as a director, partner, consultant, or employee

o an organization that provides services, supplies, or

equipment to, or is a competitor o, any o the Deloitte

U.S. Firms.

Holding a second job that may interere with your

employment at or being a partner or principal o

Deloitte.

Ownership by you, members o your immediate

amily, or other Deloitte U.S. Entity partners, principals,

directors, or employees o a nancial interest (i.e.

publicly traded stock) in a company that is a competitor

o, supplier to, or client o any o the Deloitte U.S. Firms.


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Making hiring decisions that involve close relatives o

partners, principals, and directors o any o the Deloitte

U.S. Firms.

Personal Relationships

From time to time, personal relationships, romantic or

otherwise, may exist or develop between two people

employed by the rm, another Deloitte U.S. Entity, or

with an employee o a client organization (attest or

non-attest clients). Such relationships can pose serious

independence or confict-o-interests issues, either in act,

or in appearance, in the minds o the public, clients, or our

colleagues.

We recognize that these types o relationships may occur

and appropriate notication or assignment steps may need

to be taken to prevent such relationships rom resulting in

a proessional issue or the rm, or the individuals involved.

Such relationships must be reported by the persons

involved to the appropriate oce or regional unction/

channel leader, who will then consult with regional or

national oce human resource leaders to determine what,

i any, notications or assignment changes need to be

made.

Health, Saety, and the Environment

We are committed to providing a sae working environment

or all personnel.

We are expected to d ischarge our responsibilities and

perorm our duties in a proessional manner in the

workplace (or anywhere else) while conducting business.

Clients as well as the general public expect our

organizations personnel to provide quality, proessionalservices while being ree rom the eects o drugs, alcohol,

or other substances that may hinder job perormance or

judgment. The illegal use, sale, dispensing, distribution,

possession, or manuacture o illegal drugs or other

controlled substances by a partner, principal, d irector, or

employee is prohibited and is cause or termination or

separation.

On occasion, there may be events where management

approves the serving o alcoholic beverages. In these

cases, all appropriate liquor laws must be ollowed,

including laws regarding the serving o alcohol to those

under the legal drinking age. Consistent with our policy,

intoxication and excessive drinking at these events is cause

or disciplinary action including termination or separation

rom the rm.

We each are responsible or our own saety, and that o

our colleagues, in the workplace. The workplace should

be ree rom violent and abusive behavior. Threatening,

aggressive, or abusive behavior towards ellow colleagues

or others in the workplace will not be tolerated. Explosives,

rearms, or other weapons, whether legally permitted or

not, are not allowed in any o the acilities o the Deloitte

U.S. Firms.

Communications Systems

Our communications systems, including among

other things computers, electronic mail, intranet and

Internet access, instant messaging, telephones, voice

mail, conerencing systems, and paper documents are the

property o Deloitte or its subsidiaries and are to be used

primarily or business purposes.

All personnel are encouraged to use the Internet and

e-mail in order to make communications more eective

and ecient. However, the main purpose o these

communications systems is to acilitate business objectives.

All personnel have a responsibility to maintain and

enhance our public image and to use all communications

systems in a productive manner. The integrity o these

communications systems also requires that all personnel

secure their personal access inormation in order to preventunauthorized access to such systems.


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Our communications systems may be used or incidental

and occasional personal use provided that such use is kept

at a minimum and is in compliance with the Code and

applicable policies and procedures (e.g., communications

systems should not be used or personal gain or to access

pornographic Web sites). However, because such systems

are owned by the Deloitte U.S. Firms, all users automati-

cally waive any claims to privacy. Furthermore, Deloitte

reserves the right to monitor all communications (e.g.,

e-mail, voice mail, computers, and documents).

Use o Deloitte U.S. Firms Assets

The use o Deloitte U.S. Firms assets or individual prot or

any unlawul, unauthorized personal or unethical purpose

is prohibited. Our inormation technology, intellectual

property (e.g., copyrights, patents, and trademarks),

acilities, equipment, machines, sotware, and cash may be

used or business purposes only, including responsible and

accurate expense reimbursement. Other assets (e.g., ax

machines, printers, and copiers) may be used or minor and

incidental personal purposes provided such use is kept to a

minimum, and does not create any signicant incremental

costs, interere with work duties, or violate any laws or rm

policies. The use o any Deloitte U.S. Firms resources or

personal political activities is prohibited.

Computer hardware, sotware, data, and acilities are

valuable resources that need protection rom potential

destruction, thet, or misuse. These resources may also

include condential client or rm inormation that requires

saeguarding. It is the responsibility o all personnel

to prevent unauthorized access through the use o ID

badges, passwords, or other security codes, and physical

security measures (such as using computer cable locks, not

leaving computers unattended in cars, and other normalprecautions).

Copyrighted materials (e.g., books, music, sotware, and

magazines) should not be reproduced, distributed, or altered

without permission o the copyright owner or an authorized

agent. Sotware used in connection with the business

o Deloitte should be properly licensed and used only in

accordance with that license.

Using unlicensed sotware could constitute copyright

inringement and may be grounds or disciplinary action.

Each partner, principal, director, and employee has an

obligation to each other to comply with Deloitte policy with

regard to the incurring o expenses or which reimbursement

is sought rom the rm.

Policies and Procedures

This Code is not intended to cover every questionable

situation or dilemma that you may encounter. Rather, it is

intended to provide a perspective to guide thinking, and to

direct our personnel to resources or urther inormation.

For example, internal policies established or Deloitte and

its subsidiaries available through the Deloitte policy manual,

DeloitteNet, and on unction or legal entity-specic intranet

sites are intended to provide additional guidance and

address risk areas in more detail. Some o the key policies

cover independence, licensure, expense reimbursement, and

procurement authority.

Please remember, at all times, that it is our collective

responsibility to seek guidance and assistance in the

ethical perormance and discharge o our proessional

responsibilities.


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deloitte ethics

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