Ethics, independence and objectivity

Ethics

At PwC, we adhere to the fundamental principles of ethics set out in the International Ethics Standards Board for Accountants (IESBA) Code of Ethics for Professional Accountants (the Code) which are:

Integrity: to be straightforeward and honest in all professional and business relationships
Objectivity: to not allow bias, conflict of interest or undue influence of others to override professional or business judements
Professional competence and due care: to maintain professional knowledge and skill at the level required to ensure that a client or employer receives competent professional service based on current developments in practice, legislation and techniques and act diligently and in accordance with applicable technical and professional standards
Confidentiality: to respect the confidentiality of information acquired as a result of professional and business relationships and, therefore, not disclose any such information to third parties without proper and specific authority, unless there is a legal or professional right or duty to disclose, nor use the information for the personal advantage of the professional accountant or third parties
Professional behaviour: to comply with relevant laws and regulations and avoid any action that discredits the profession

Our network standards are applicable to all network firms and cover a variety of areas including ethics and business conduct, independence, anti-money laundering, anti-trust/fair competition, anti-corruption, information protection, firms’ and partners’ taxes, sanctions laws, internal audit and insider trading. We take compliance with these ethical requirements seriously and strive to embrace the spirit and not just the letter of those requirements. All existing partners and staff undertake annual mandatory training, as well as submitting annual compliance confirmations, as part of the system to support appropriate understanding of the ethical requirements under which we operate. Partners and staff uphold and comply with the standards developed by the PwC network and leadership in PricewaterhouseCoopers AG monitors compliance with these obligations.

In addition to the PwC Values (Act with Integrity, Make a difference, Care, Work together, Reimagine the possible) and PwC Purpose, PricewaterhouseCoopers AG has adopted the PwC network standards, which include a Code of Conduct and related policies that clearly describe the behaviours expected of our partners and other professional behaviours that will enable us to build public trust. Because of the wide variety of situations that our professionals may face, our standards provide guidance under a broad range of circumstances, but all with a common goal – to do the right thing.

Upon hiring or admittance, all staff and partners of PricewaterhouseCoopers AG are provided with the PwC Global Code of Conduct. They are expected to live by the values expressed in the Code in the course of their professional careers at our firm and have a responsibility to report and express concerns, and to do so fairly, honestly and professionally when dealing with a difficult situation or when observing conduct inconsistent with the Code. In addition, every partner and staff are required to complete new hire training, which covers the ethics and compliance network standards, including ethics and the Code of Conduct.

PwC has implemented a network-wide confidential ethics helpline for the reporting of questions or concerns related to behaviours that are inconsistent with the Code of Conduct and related policies. Every PwC firm has a separate and secure tier of the ethics helpline for their confidential matters and investigations. The ethics helpline is also available for third parties, including clients. The ethics helpline allows our partners, staff and third parties to feel safe raising a question or concern without fear of retaliation.

The PwC Code of Conduct and the ethics helpline are available on-line for all internal and external stakeholders at https://www.pwc.com/ethics.

PricewaterhouseCoopers AG has adopted an accountability framework to facilitate remediation of behaviours that are inconsistent with the Code of Conduct.

Finally, the Organisation for Economic Co-operation and Development (OECD) provides guidance, including the OECD Guidelines for Multinational Enterprises (the OECD Guidelines), by way of non-binding principles and standards for responsible business conduct when operating globally. The OECD Guidelines provide a valuable framework for setting applicable compliance requirements and standards. Although the PwC network consists of firms that are separate legal entities which do not form a multinational corporation or enterprise, PwC’s network standards and policies are informed by and meet the goals and objectives of the OECD Guidelines.

Gema Olivar Pascual
Partner and General Counsel of PwC Switzerland
PwC Switzerland

Transparency Report 2024

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Objectivity and Independence

As auditors of financial statements and providers of other types of professional services, PwC firms and their partners and staff are expected to comply with the fundamental principles of objectivity, integrity and professional behaviour. In relation to assurance clients, independence underpins these requirements. Compliance with these principles is fundamental to serving the capital markets and our clients.

The PwC Global Independence Policy, which is based on the Code, including International Independence Standards, contains minimum standards with which PwC firms have agreed to comply and further reflects the independence requirements of the United States Securities and Exchange Commission, those of the Public Accounting Oversight Board of the United States (PCAOB) and of the EU Audit Regulation, where they are more restrictive than the general network’s policy. The PwC Global Independence Policy includes processes that are to be followed to maintain independence from clients, when necessary.

The independence requirements of the United States Securities and Exchange Commission (SEC) are, in certain instances, more restrictive than the Global Independence Policy. Given the reach of these requirements and their impact on PwC firms in the network, the Policy identifies key areas where an SEC requirement is more restrictive. Provisions that are specifically identified as applicable to SEC restricted entities must be followed in addition to, or instead of, the Policy in the associated paragraph. PricewaterhouseCoopers AG has a designated partner (known as the ‘Partner Responsible for Independence’ or ‘PRI’) with appropriate seniority and standing, who is responsible for implementation of the PwC Global Independence processes and providing support to the business. The partner is supported by a team of independence specialists. The PRI reports directly to the Territory Senior Partner (TSP).

Independence policies and practices

The PwC Global Independence Policy covers, among others, the following areas:

Personal and firm independence, including policies and guidance on the holding of financial interests and other financial arrangements, e.g., bank accounts and loans by partners, staff, the firm and its pension schemes;
Non-audit services and fee arrangements. The policy is supported by Statements of Permitted Services (SOPS), which provide practical guidance on the application of the policy in respect of non-audit services to audit clients and related entities;
Business relationships, including policies and guidance on joint business relationships (such as joint ventures and joint marketing) and on purchasing of goods and services acquired in the normal course of business; and
Acceptance of new audit and assurance clients, and the subsequent acceptance of any non-assurance services to be provided to those clients.

In addition, there is a Network Risk Management Policy governing the independence requirements related to the rotation of key audit partners.

These policies and processes are designed to help PwC firms comply with relevant professional and regulatory standards of independence that apply to the provision of assurance services. Policies and supporting guidance are reviewed and revised when changes arise such as updates to laws and regulations, including any changes to the Code or in response to operational matters.

PricewaterhouseCoopers AG supplements the PwC Global Independence Policy as required by Switzerland, including the independence requirements of the Swiss Code of Obligations, the Swiss Federal Auditor’s Act, the Swiss Financial Market legislation as well as the Independence Guidelines of EXPERTsuisse where they are more restrictive than the network’s policy

PricewaterhouseCoopers AG provides all partners and staff with annual or ongoing training in independence matters. Training typically focuses on milestone training relevant to a change in position or role, changes in policy or external regulation and, as relevant, provision of services. Partners and staff receive computer-based training on PricewaterhouseCoopers AG’s independence policy and related topics. Additionally, face-to-face training is delivered to members of the practice on an as-needed basis by PricewaterhouseCoopers AG’s independence specialists and risk and quality teams.

All partners and practice staff are required to complete an annual compliance confirmation, whereby they confirm their compliance with relevant aspects of the PwC firm’s independence policy, including their own personal independence. In addition, all partners confirm that all non-audit services and business relationships for which they are responsible comply with policy and that the required processes have been followed in accepting these engagements and relationships. These annual confirmations are supplemented by periodic and ad-hoc engagement level confirmations for all audit and assurance clients.

Engagement level confirmations are triggered and obtained automatically via the “Independence Confirmation Tracker”, a tool developed and deployed by PricewaterhouseCoopers AG.

PricewaterhouseCoopers AG is responsible for monitoring the effectiveness of its system of quality management in managing compliance with independence requirements. In addition to the confirmations described above, as part of this monitoring, we perform:

Compliance testing of independence controls and processes
Personal independence compliance testing of a random selection of, at a minimum, partners and directors as a means of monitoring compliance with independence policies
An annual assessment of our PwC firm’s adherence with the PwC network’s standard relating to independence.

The results of PricewaterhouseCoopers AG monitoring and testing are reported to the firm’s management on a regular basis with a summary submitted to them on an annual basis.

PricewaterhouseCoopers AG has an Accountability Framework and supporting disciplinary policies and mechanisms in place that promote compliance with independence policies and processes and that require any breaches of independence requirements to be reported and addressed.

This would include discussion with the client’s audit committee regarding the nature of a breach, an evaluation of the impact of the breach on the independence of the PwC firm and the engagement team, and the need for actions or safeguards to maintain objectivity. Although most breaches are minor and attributable to an oversight, all breaches are taken seriously and investigated as appropriate. The PwC firm also follows supplemental local requirements relating to the reporting of breaches. The investigations of any identified breaches of independence policies also serve to identify the need for improvements in PricewaterhouseCoopers AG’s systems and processes and for additional guidance and training.

Our principles for determining whether to accept a new client or continue serving an existing client are fundamental to delivering quality, which we believe goes hand in hand with our purpose to build trust in society. We have established policies and procedures for the acceptance of client relationships and audit engagements that consider whether we are competent to perform the engagement and have the necessary capabilities, including time and resources, can comply with relevant ethical requirements, including independence, and have appropriately considered the integrity of the client. We reassess these considerations in determining whether we should continue with the client engagement and have in place policies and procedures related to withdrawing from an engagement or a client relationship when necessary. The policies and processes we have in place emphasise risk and quality considerations such that financial and operational priorities do not lead to inappropriate judgments about whether to accept or continue a client relationship.

Client and engagement acceptance and continuance

PricewaterhouseCoopers AG has a process in place to identify acceptable clients based on the PwC network’s proprietary decision support systems for audit client acceptance and retention (called Acceptance). The Acceptance facilitates a determination by the engagement team, business management and risk management specialists of whether the risks related to an existing client or a potential client are manageable, and whether or not PwC should be associated with the particular client and its management. More specifically, this system enables:

Engagement teams:

To document their consideration of matters required by professional standards related to acceptance and continuance;
To identify and document issues or risk factors and their resolution, for example through consultation by adjusting the resource plan or audit approach or putting in place other safeguards to mitigate identified risks or by declining to perform the engagement; and
To facilitate the evaluation of the risks associated with accepting or continuing with a client and engagement.

PwC firms (including PwC firm leadership and risk management):

To facilitate the evaluation of the risks associated with accepting or continuing with clients and engagements;
To provide an overview of the risks associated with accepting or continuing with clients and engagements across the client portfolio; and
To understand the methodology, basis and minimum considerations all other PwC firms in the network have applied in assessing audit acceptance and continuance.

As a member of the PwC Network, PricewaterhouseCoopers AG has access to a number of systems and tools which support PwC firms and their personnel in executing and complying with their independence policies and procedures. These include:

The Central Entity Service (CES), which contains information about corporate entities including all PwC audit clients and their related entities (including all public interest audit clients SEC and EU-restricted entities) as well as their related securities. CES assists in determining the independence restriction status of clients of the PwC firm and those of other PwC firms before entering into a new non-audit engagement services or business relationship. This system also feeds the Independence Checkpoint tool and the Authorisation for Services system;
Independence Checkpoint, which facilitates the pre-clearance of publicly traded securities by all partners and managerial practice staff before acquisition and is used to record their subsequent purchases and disposals. Where a PwC firm wins a new audit client or there is a change in the restriction status of a security, this system automatically informs those holding relevant securities of the requirement to sell the security where required.;
Authorisation for Services (AFS), which is a global system that facilitates communication between a non-audit services engagement leader and the audit engagement leader, regarding a proposed non-audit service, documenting the analysis of any potential independence threats created by the service and proposed safeguards, where deemed necessary, and acts as a record of the audit partner’s conclusion on the permissibility of the service;
Joint Business Relationships (JBR), which is a global system used to clear joint (close) business relationships from an independence perspective. JBR is used to facilitate PwC firms’ compliance with JBR requirements for new and existing joint business relationships. It assists independence specialists in gathering information to assess, from an independence perspective, the permissibility of proposed joint business relationships and in monitoring the continued permissibility of previously approved existing joint business relationships;
My Compliance Dashboard (MCD), which is a global compliance system that facilitates annual compliance confirmations, engagement independence confirmations and reporting; and
Global Breaches Reporting System, which is designed to be used to report any breaches of external auditor independence regulations (e.g. those set by regulations or professional requirements) where the breach has crossborder implications (e.g. where a breach occurs in one territory which affects an audit relationship in another territory). All breaches reported are evaluated and addressed in line with the Code or relevant independence regulations and the applicable local legislation.

PricewaterhouseCoopers AG also has a number of Swiss-specific systems, which include:

A rotation tracking system, which monitors compliance with PricewaterhouseCoopers AG’s audit rotation policies for PricewaterhouseCoopers AG’s engagement leaders and other key audit partners involved in an audit.
A tracking system, which monitors the compliance of PricewaterhouseCoopers AG with the notification requirement of the Swiss Federal Audit Oversight Authority in relation to the ratio between fees for audit and non-audit engagements.
A self-developed digital tool that builds a workflow for the practice and the relevant risk management functions of the firm in order to facilitate and ensure inter alia the following processes and controls:
- Recording and assessing the permissibility of directorships of partners and staff in external organisations. If approved, the directorships are reviewed yearly.
- The performance of various personal independence compliance testing, whereby randomly selected partners and directors have to demonstrate compliance.

In addition, PricewaterhouseCoopers AG utilises the Network’s centres of excellence, which adopt standardised processes, for example the monitoring of joint business relationships and approval of non-audit services for certain categories of clients.

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Ethics, independence and objectivity

Ethics

Transparency Report 2024

Objectivity and Independence

Independence policies and practices

Independence-related systems and tools

Client and engagement acceptance and continuance

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