Our Rules Of Conduct Ethics Policy
We deal in different parts of the world and must be attentive to the different cultures yet firm on our policies for the safety and proper delivery of our services. We thank all our people. They reflect the good practice of the following statements in the policy. Cooperation to reflect good practice is crucial to our success.
RULES OF CONDUCT FOR EMPLOYEES, CONSULTANTS AND REPRESENTATIVES OF TRUST MANAGEMENT SERVICES INC.
- This discussion about the rules of corporate conduct sets out the philosophy that underlies the laws governing the corporate's responsibilities to those to whom financial services and structures are provided, to the specific private clients, in respect of:
- Characteristics of the corporate
- Fundamental corporate principles governing the conduct
- Ethical corporate conflict resolution
- Corporate fiduciary duty
- Personal character and ethical conduct of persons involved representing the corporate
- Corporate application of the rules
- Corporate principles governing the responsibilities toward private clients
- Corporate interpretation of the rules
It is essential to recognize that a corporation does not cease to be a corporate because a proportion of its personnel enters salaried private employment - consultants, representatives, and agents. This personnel continues to belong to the corporate and is subject to the rules of corporate conduct. It should be recognized that some corporate personnel might acquire the required skills outside of the corporate image.
Fundamental principles governing the conduct
To shelter the corporate clientele and to maintain the reputation of the corporate, the rules apply, as appropriate, to "personnel of the corporate," being representative firms of the corporate and the application of the laws of corporate conduct to their representatives, consultants and employees - all referenced herein as "Personnel of the Corporate."The rules of corporate behaviour are derived from five fundamental principles of ethics - statements of accepted behaviour whose soundness is, for the most part, self-evident and are as follows:
In doing so, personnel is expected to avoid any action that would discredit the corporate. While business considerations are involved in creating and developing a corporate image, a corporate's vision should be based primarily upon a reputation for corporate excellence. A member is expected to act concerning other personnel with the courtesy and consideration they would expect to be accorded by them.
Integrity and Due Care
The clients expect the corporate to maintain a high level of competence. This underscores the need for maintaining individual corporate skill and competence by keeping abreast of and complying with developments within the corporate standards in all functions where personnel is relied upon because of maintenance of knowledge.
- Personnel has a duty of confidentiality in respect of information acquired as a result of corporate, employment, and business relationships, and they will not disclose to any third party, without proper cause and specific authority, any information, nor will they exploit such information to their advantage or the advantage of a third party.
- The principle of confidentiality includes the need to maintain the confidentiality of information within the corporate and NOT for disclosure beyond.
- The disclosure of confidential information by personnel may be required or appropriate where such disclosure is:
- Permitted or authorized by the client or employer.
- Permitted or required by a corporate right or duty when not prohibited by law.
Our client's interest in the objectivity of personnel engaged to perform an assurance, or a specified procedure requires that the person be seen as free of influences that would impair the personnel's objectivity. Accordingly, the rules require personnel who perform an assurance or specified procedural engagement to be independent. The ethical standard of independence requires personnel to be and remain free of any influence, interest, or relationship, in respect of the client's affairs, which impairs personnel's corporate judgment or objectivity or which, in the view of a reasonable observer, would impair personnel's corporate judgment or objectivity.
As well, the rules specifically require that personnel, before accepting or continuing an engagement, determine whether there is any restriction, influence, interest, or relationship which, in respect of the proposed arrangement, would cause a reasonable observer to conclude that there is or will be a conflict of interest. Suppose there was to be such a conflict. In that case, personnel are required to decline or discontinue the particular engagement unless there are accepted conflict management techniques which, with the informed consent of the affected client or clients, permit personnel to obtain or continue the meeting. Concerning independence and conflicts of interest, the corporate employs the criterion of whether a reasonable observer would conclude that a specified situation or circumstance posed an unacceptable threat to personnel's objectivity and corporate judgment. Only then can the client's confidence in the impartiality and integrity of personnel be sustained, and it is upon this client's trust that the reputation and usefulness of the corporate rest. The reasonable observer should be regarded as a hypothetical individual who has knowledge of the facts that person knew or ought to have known and applies judgment objectively with integrity and due care.
Ethical conflict resolution
- Circumstances may arise where personnel encounter and are required to resolve a conflict in applying the fundamental principles or compliance with the rules derived from that place.
- When initiating a process for the resolution of an ethical conflict, personnel should consider, either individually or together with others, as part of the resolution process, the following:
- - Relevant facts
- - Ethical issues involved
- - Fundamental principles and rules applicable to the matter in question
- - Established internal procedures and
- - Alternative courses of action
- Having considered these issues, personnel should determine the appropriate course of action that is consistent with the fundamental principles and rules identified as being pertinent. Personnel should also weigh the consequences of each possible course of action. If the matter remains unresolved, personnel should consult with other appropriate persons within the corporate for help in obtaining a resolution.
- Personnel should also consider consulting with those charged with governance, such as the board of directors, when a matter involves a conflict with or within an organization.
- It would be in the best interests of personnel to document the substance of the issue and details of any discussions or decisions taken concerning it.
- Personnel may seek guidance on ethical issues without breaching confidentiality from corporate or legal advisors if a significant conflict cannot be resolved. For example, personnel may have encountered fraud, the reporting of which could breach the personnel's responsibility to respect confidentiality. Personnel is advised to consider obtaining legal advice to determine whether there is a requirement to report.
- If, after exhausting all relevant possibilities, the ethical conflict remains unresolved, personnel should, where ethically possible, refuse to remain associated with the matter creating the conflict. Personnel may determine that, in the circumstances, it is appropriate to withdraw from the particular engagement team or assignment or to resign altogether from the engagement in a manner consistent with the rules of corporate conduct.
The concepts of fiduciary relationship and duty are derived from the law of trusts. A fiduciary's obligations can be onerous, and the implications of being in breach of fiduciary duty can be significant.
In determining whether a fiduciary relationship does exist, a court will look at all of the factors but, in a corporate engagement situation, will mainly focus on the purpose and nature of the service being provided, the extent of the reliance which the client places on personnel; any lack of sophistication of the client; the vulnerability of the client to the influence of personnel; and, the discretionary authority, if any, granted by the client to personnel. The court will also consider the extent of the disclosure to the client of the personnel's interest in the matter and whether the person has put themselves in a position of conflict or has an opportunity to receive a benefit unknown to the client.
Courts have held that absent other circumstances, a supervisory auditor is not a fiduciary in the typical supervisory review engagement (in keeping with the standard statutory purpose). However, when corporate personnel provides non-supervisory opinionated services to a client and when criteria for a fiduciary relationship exist, the supervisory firm may be found to be a fiduciary. A service provider is more likely to be seen as a fiduciary in corporate engagements such as supervisory or investigative services.
Personnel must also note that depending on the particular facts and circumstances, employees may have a fiduciary relationship with their employer. If there is any question about whether a fiduciary relationship exists, appropriate advice should be obtained.
The specific duties a court might find applicable to a fiduciary will vary depending on the particular facts and circumstances. In general, a fiduciary relationship requires the fiduciary to act in the utmost good faith on behalf of the client. As such, fiduciaries must not place themselves in a position where their interests conflict with that of the client, nor can fiduciaries profit from their work at the client's expense. A fiduciary must use information obtained in confidence from a client only for the benefit of the client and not use it for personal advantage or the benefit of another person. A fiduciary cannot act at the same time both for and against the same client and must make available to a client all of the information that is relevant to the client's affairs unless these requirements are modified with the client's agreement. Other duties may be found to pertain but are less likely to apply to public accountants.
Personnel must recognize that not all fiduciary relationships give rise to all fiduciary duties. The terms of the engagement, including explicit provisions for the disclosure of potential conflicts and/or the use of institutional mechanisms to maintain confidentiality, are fundamentally important to the nature of the relationship and the duties that a court will find to apply in a particular case.
The responsibilities owed to an existing client are more comprehensive than those owed to a former client. The obligation owed to a former client is generally limited to the duty of confidentiality.
Some, but not all, fiduciary duties are also corporate obligations under the rules of corporate conduct. The existence of corporate commitments similar to fiduciary duties is not in and of itself determinative as to whether a fiduciary relationship exists between a member and their client. The rules require that personnel maintain confidentiality, refrain from taking undisclosed profits and avoid conflicts of interest in all client relationships. While the law recognizes that only specific corporate engagements give rise to fiduciary duties, personnel must be aware that they are subject to the rules of corporate conduct in all arrangements.
Personal character and ethical conduct
Application of the rules of corporate conduct
Principles governing the responsibilities of Corporate Personnel
This broader responsibility requires that personnel be accountable to the corporate and the clients in respect of ethical conduct and corporate competence. The accountability of firms is formalized by bringing them within the authority of the rules of Corporate behaviour in a manner that is similar to that for personnel but which also appropriately recognizes that the responsibility of corporate business organizations differs in important respects from that of the individual personnel carrying on corporate engagements on their behalf.
Corporate responsibility is fulfilled in the first instance by establishing, maintaining, and upholding appropriate policies and procedures to ensure that the personnel providing corporate services meet the standards of conduct and competence prescribed in these rules.
The accountability of the corporate is based on the recognition that the services they provide are carried out by personnel operate who, through their individual and collective actions and the exercise of corporate judgment, are expected at all times to comply with these rules and to adhere to the generally accepted standards of the image of the corporate. Depending on the circumstances and the particular measure of competence or conduct, a corporation's accountability for a failure to comply with the rules may be shared with personnel of the corporation. It is acknowledged in this regard that a corporation cannot be held accountable for the conduct of its personnel who do not comply with these rules, where the corporate has done all that it could be reasonably expected to have done to ensure that such personnel does adhere to the law will be held accountable, as an organization, for its corporate conduct and standards in those instances. Policies and/or procedures that are inconsistent with rules or the breach of any regulation by personnel of the corporate are found to be related to the absence of quality control procedures or to the existence of quality control procedures that are inadequate for the type of image in which it is engaged, or the corporate is identified with conduct or the provision of corporate services that are in breach of the rules, and it is unclear which personnel within the corporate are responsible for such breach; or the conduct that breaches the rules were authorized, initiated, implemented or condoned by the corporate before or at the time it takes place; or the conduct that breaches the rules is condoned or concealed by the corporate after it learns of it; Corporate did not take appropriate action in response to becoming aware of any conduct that breaches the rules; or there are repeated instances of breaches of the regulations by personnel of the corporate. In keeping with the principle that corporates have a responsibility to maintain a good reputation of the corporate, it is only appropriate in these circumstances that the corporate and the person be the subject of investigation and disciplinary sanction. Including the corporate within the authority of the rules does not presume that an investigation against the corporate automatically calls into question the character, competence, or conduct of all of the corporate personnel. Indeed there is an obligation on the part of those given responsibility for the enforcement of the Corporate's standards to ensure that any investigation of the corporate is restricted to those who should properly be the subject of the investigation and resulting disciplinary sanction. This involves recognizing that the corporate may have partner personnel and/or offices and/or several departments or units within the offices, whether or not they are geographically distinct. In some circumstances, therefore, accountability for a failure to comply with the rules will rest solely with the individual partner personnel who knew the matter, which is the reason for making allegations against the corporate. In other circumstances, the accountability will rest with identifiable personnel or units within the corporate or with the Corporate's executive, management, or equivalent groups.