R270.14 A member shall maintain the confidentiality of their employer’s confidential information and should not use or disclose any confidential employer information obtained as a result of an employment relationship, such as discussions with the employer’s vendors, customers, or lenders (for example, any confidential information pertaining to a current or previous employer, subsidiary, affiliate, or parent thereof, as well as any entities for which the member is working in a volunteer capacity).
270.14 A1 For purposes of this interpretation, confidential employer information is any proprietary information pertaining to the employer or any organisation for whom the member may work in a volunteer capacity that is not known to be available to the public and is obtained as a result of such relationships.
270.14 A2 A member should be alert to the possibility of inadvertent disclosure, particularly to a close business associate or close relative or immediate family relative. The member should also take reasonable steps to ensure that staff under their control or others within the employing organisation and persons from whom advice and assistance are obtained are aware of the confidential nature of the information.
270.14 A3 When a member changes employment, a member should not use confidential employer information acquired as a result of a prior employment relationship to their personal advantage or the advantage of a third party, such as a current or prospective employer. The requirement to maintain the confidentiality of an employer’s confidential information continues even after the end of the relationship between a member and the employer. However, the member is entitled to use experience and expertise gained through prior employment relationships.
270.14 A4 A member would be considered in violation of the “Acts Discreditable Rule” and “Confidentiality Principle” if the member discloses or uses any confidential employer information acquired as a result of employment or volunteer relationships without the proper authority or specific consent of the employer or organisation for whom the member may work in a volunteer capacity, unless there is a legal or professional responsibility to use or disclose such information.
270.14 A5 The following are examples of situations in which members are permitted or may be required to disclose confidential employer information or when such disclosure may be appropriate:
(a) Disclosure is permitted by law and authorised by the employer.
(b) Disclosure is required by law, for example, to
- Comply with a validly issued and enforceable subpoena or summons or
- Inform the appropriate public authorities of violations of law that have been discovered.
(c) There is a professional responsibility or right to disclose information, when not prohibited by law, to
- Initiate a complaint with, or respond to any inquiry made by, the AICPA Professional Ethics Division or trial board of the AICPA or a duly constituted investigative or disciplinary body of a state CPA society, board of accountancy, or other regulatory body (AICPA) ;
- Initiate a complaint with, or respond to any inquiry made by, the CIMA Professional Conduct Department or a duly constituted investigative or disciplinary body of CIMA, or other regulatory body (CIMA);
- Protect the member’s professional interests in legal proceedings;
- Comply with professional standards (for example, technical standards) and other ethics requirements; or
- Report potential concerns regarding questionable accounting, auditing, or other matters to the employer’s confidential complaint hotline or those charged with governance.
(d) Disclosure is permitted on behalf of the employer to
- Obtain financing with lenders;
- Communicate with vendors and customers; or
- Communicate with the employer’s external accountant, attorneys, regulators, and other business professionals.
270.14 A6 In deciding whether to disclose confidential employer information relevant factors to consider include the following:
(a) Whether all the relevant information is known and substantiated to the extent that it is practicable. When the situation involves unsubstantiated facts, incomplete information, or unsubstantiated conclusions, the member should use professional judgment in determining the type of disclosure to be made, if any.
(b) Whether the parties to whom the communication may be addressed are appropriate recipients.
270.14 A7 A member may wish to consult with legal counsel prior to disclosing, or determining whether to disclose, confidential employer information.
270.14 A8 Refer to the “Subordination of Judgment” interpretation (240.11) for additional guidance.