The Code of Professional Conduct promulgates a series of principles for which all members voluntarily agree to operate within through self governance and self discipline. Although not required to join the AICPA, all CPAs are encouraged to conduct themselves within the framework provided. Compliance with Conduct includes all Members who are in public practice, industry, government and education.

The overriding principle is one of honorable behavior in the performance of professional responsibilities.

Following are summary positions for each of the six areas of professional conduct taken directly from the AICPA website:

In carrying out their responsibilities as professionals, members should
exercise sensitive professional and moral judgments in all their activities

Members should accept the obligation to act in a way that will serve the public interest, honor the public trust, and demonstrate commitment to professionalism

To maintain and broaden public confidence, members should perform all professional responsibilities with the highest sense of integrity.

A member should maintain objectivity and be free of conflicts of interest in discharging professional responsibilities. A member in public practice should be independent in fact and appearance
when providing auditing and other attestation services.

A member should observe the profession's technical and ethical standards, strive continually to improve competence and the quality of services, and discharge professional responsibility to the best of the member's ability.

A member in public practice should observe the Principles of the Code of Professional Conduct in determining the scope and nature of services to be provided.

The type of actions that might be considered legal, but not ethical could include
1. Not maintaining independence by being convinced of a position that is not supportable or would challenge the public trust. (Enron)
2. Taking on professional engagements for which the CPA is not adequately trained.
3. Not maintaining an arms length relationship with clients. (Enron)
4. Expressing an opinion without adequate work to substantiate the opinion. (Enron)
5. Basing a fee on the outcome of certain events rather than for the work performed although there are situations where this procedure is not against the principles.
6. Not maintaining confidentiality of client matters.

Having a code of conduct for members is a way to define the parameters of the profession without having a rules-based environment. A principles-based system of governance takes a broader view of compliance which makes sense in the CPA world because of the diverse work entailed.

Of interest is the fact that the preparation of income tax returns relies on a rules-based environment, and although these standards still apply in the preparation of tax returns, taxing authorities have devised their own set of rules and laws for the performance of the work.