Post on 07-Apr-2018
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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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 3
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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 5
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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 7
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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 9
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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 11
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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 13
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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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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Personal Integrity, Public Trust Code o Ethics & Proessional Conduct 15
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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