Introduction
The purpose of The Institute's Code of Ethics is to promote an ethical culture in the profession of internal auditing. 

Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization's operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. 

A code of ethics is necessary and appropriate for the profession of internal auditing, founded as it is on the trust placed in its objective assurance about risk management, control, and governance. The Institute's Code of Ethics extends beyond the definition of internal auditing to include two essential components: 

1. Principles that are relevant to the profession and practice of internal auditing; 
2. Rules of Conduct that describe behavior norms expected of internal auditors. These rules are an aid to interpreting the Principles into practical applications and are intended to guide the ethical conduct of internal auditors. 

The Code of Ethics together with The Institute's Professional Practices Framework and other relevant Institute pronouncements provide guidance to internal auditors serving others. "Internal auditors" refers to Institute members, recipients of or candidates for IIA professional certifications, and those who provide internal auditing services within the definition of internal auditing. 

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Applicability and Enforcement

This Code of Ethics applies to both individuals and entities that provide internal auditing services. 

For Institute members and recipients of or candidates for IIA professional certifications, breaches of the Code of Ethics will be evaluated and administered according to The Institute's Bylaws and Administrative Guidelines. The fact that a particular conduct is not mentioned in the Rules of Conduct does not prevent it from being unacceptable or discreditable, and therefore, the member, certification holder, or candidate can be liable for disciplinary action. 
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Principles 
Internal auditors are expected to apply and uphold the following principles: 
Integrity 

The integrity of internal auditors establishes trust and thus provides the basis for reliance on their judgment. 
Objectivity 

Internal auditors exhibit the highest level of professional objectivity in gathering, evaluating, and communicating information about the activity or process being examined. Internal auditors make a balanced assessment of all the relevant circumstances and are not unduly influenced by their own interests or by others in forming judgments 
Confidentiality 

Internal auditors respect the value and ownership of information they receive and do not disclose information without appropriate authority unless there is a legal or professional obligation to do so. 
Competency

Internal auditors apply the knowledge, skills, and experience needed in the performance of internal auditing services. 

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Rules of Conduct 
1. Integrity 
Internal auditors: 
1.1. Shall perform their work with honesty, diligence, and responsibility. 
1.2. Shall observe the law and make disclosures expected by the law and the profession. 
1.3. Shall not knowingly be a party to any illegal activity, or engage in acts that are discreditable to the profession of internal auditing or to the organization.
1.4. Shall respect and contribute to the legitimate and ethical objectives of the organization. 

2. Objectivity
Internal auditors: 
2.1. Shall not participate in any activity or relationship that may impair or be presumed to impair their unbiased assessment. This participation includes those activities or relationships that may be in conflict with the interests of the organization. 
2.2 Shall not accept anything that may impair or be presumed to impair their professional judgment. 
2.3 Shall disclose all material facts known to them that, if not disclosed, may distort the reporting of activities under review. 

3. Confidentiality
Internal auditors: 
3.1 Shall be prudent in the use and protection of information acquired in the course of their duties. 
3.2 Shall not use information for any personal gain or in any manner that would be contrary to the law or detrimental to the legitimate and ethical objectives of the organization. 

4. Competency Internal auditors: 
4.1. Shall engage only in those services for which they have the necessary knowledge, skills, and experience. 
4.2 Shall perform internal auditing services in accordance with the International Standards for the Professional Practice of Internal Auditing. 
4.3 Shall continually improve their proficiency and the effectiveness and quality of their services. Copyright © 2000 by The Institute of Internal Auditors, 247 Maitland Avenue, Altamonte Springs, Florida 32701-4201.