983 Engagement letter-Review-New client The following letter is for use as a guide and will need to be varied according to individual requirements and circumstances. LETTERHEAD OF INDEPENDENT REVIEWER T REX AND ASSOCIATES 1234 Dinosaur Avenue Jurassic Park 0001 Tel: 012 555 1234 Email: trex@trexassociates.co.za Professional Accountant (SA) For attention Carlie van Wyk Managing Director Silverton Furniture Pty Ltd Dear Carlie You have requested that we independently review the financial statements of Silverton Furniture Pty Ltd., which comprise the Statement of Financial Position of Silverton Furniture (Pty) Ltd of February 28, 20XX, and the related Statements of Comprehensive Income, Statement for Changes in Equity and Statement of Cash flows for the year then ended. We are pleased to confirm our acceptance and our understanding of this independently review engagement by means of this letter. Our independent review will be conducted with the objective of our expressing a limited assurance opinion on the financial statements. Our Responsibilities We will conduct our independent review in accordance with in accordance with the International Standard on Review Engagements (ISRE) 2400. Those standards require that we comply with ethical requirements and plan and perform the independently review to obtain limited assurance about whether the financial statements are free from material misstatement. An independent review involves performing procedures to obtain independently review evidence about the amounts and disclosures in the financial statements. This Standard requires that we plan and perform the review to obtain limited assurance as to whether the financial statements are free of material misstatement. A review is primarily limited to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion A review differs significantly from an audit of financial statements, in which the auditor provides Van Wyk Madray Review Methodology – July 2011 Page 1 983 Engagement letter-Review-New client reasonable assurance that the financial statements, taken as a whole, are free of material misstatement. A review does not contemplate obtaining an understanding of the entity’s internal control; assessing fraud risk; tests of accounting records by obtaining sufficient appropriate audit evidence through inspection, observation, confirmation, or the examination of source documents (for example, cancelled cheques or bank images); and other procedures ordinarily performed in an audit. Accordingly, a review does not provide assurance that we will become aware of all significant matters that would be disclosed in an audit. Therefore, a review provides only limited assurance that nothing has come to our attention that causes us to believe that the accompanying financial statements do not give a true and fair view (or are not presented fairly, in all material respects) in accordance with [list the appropriate accounting framework] Our engagement cannot be relied upon to disclose errors, fraud, or illegal acts that may exist. However, we will inform the appropriate level of management of any material errors, and of any evidence or information that comes to our attention during the performance of our review procedures that fraud may have occurred. In addition, we will report to you any evidence or information that comes to our attention during the performance of our review procedures regarding illegal acts that may have occurred, unless they are clearly inconsequential. Content of independent review report Unless unanticipated difficulties are encountered, our report will be substantially in the form contained in Appendix A [not included in this illustrative letter]. If we conclude that a modification to our opinion on the financial statements is necessary, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the independent review or are unable to form, or have not formed, an opinion on the financial statements, we may withdraw from the independent review [check first to ensure this is permitted] before issuing an independently reviewer’s report or we may disclaim an opinion on the financial statements. If this occurs, we will communicate the reasons and provide you details of any misstatements identified during the independently review. Use and Distribution of our Report The examination of the financial statements and the issuance of our independent review opinion are solely for the use of Silverton Furniture Pty Ltd and those to whom our report is specifically addressed by us. We make no representations of any kind to any third party in respect of these financial statements and we accept no responsibility for their use by any third party. We ask that our name be used only with our consent and that any information to which we have attached a communication be issued with that communication unless otherwise agreed to by us. Reproduction of independent review report If reproduction or publication of our independent review report (or reference to our report) is planned in an annual report or other document, including electronic filings or posting of the report on a website, a copy of the entire document should be submitted to us in sufficient time for our review before the publication or posting process begins. Van Wyk Madray Review Methodology – July 2011 Page 2 983 Engagement letter-Review-New client Management is responsible for the accurate reproduction of the financial statements, the independent reviewer’s report and other related information contained in an annual report or other public document (electronic or paper-based). This includes any incorporation by reference to either full or summarized financial statements that we have independently reviewed. We are not required to read the information contained in your website, or to consider the consistency of other information on the electronic site with the original document. Management's responsibilities Our independent review will be conducted on the basis that management acknowledge and understand that they have responsibility: a) For the preparation and fair presentation of Silverton Furniture Pty Ltd.'s financial statements in accordance with [an appropriate accounting framework]; b) For such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; and c) To provide us with: i.Unrestricted access to persons within the entity from whom we determine it is necessary to make inquiries; ii.Access to all information, of which management is aware, that is relevant to the preparation of the financial statements such as records, documentation and other matters; and iii.Additional information that we may request from [management] for the purpose of the independently review. As part of our independent review process, we will request from management written confirmation concerning representations made to us in connection with the independent review. Preparation of schedules We understand that you or your employees will prepare certain schedules and locate specified documents for our use at the dates specified: [not included in this illustrative letter]. This assistance will facilitate our work and will help to minimize our costs. Any failure to provide these working papers or documents on a timely basis, may impede our services, and require us to suspend our services or withdraw from the engagement. Working papers The working papers, files, other materials, reports and work created, developed or performed by us during the course of the engagement are the property of our Firm, constitute confidential information and will be retained by us in accordance with our Firm's policies and procedures. File inspections In accordance with professional regulations (and by our Firm's policy), our client files may periodically be reviewed by practice inspectors and by other quality control reviewers to ensure that we are adhering Van Wyk Madray Review Methodology – July 2011 Page 3 983 Engagement letter-Review-New client to our professional and our Firm's standards. File reviewers are required to maintain confidentiality of client information. Governing legislation This engagement letter is subject to and governed by the laws of the Republic of South Africa. The Republic of South Africa will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction. Dispute resolution You agree that: a) Any dispute that may arise regarding the meaning, performance or enforcement of this engagement will, prior to resorting to litigation, be submitted to mediation; and b) You will engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall be administered within the Republic of South Africa by […….Mediation Services], according to its mediation rules, and any ensuing litigation shall be conducted within such province, according to local law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties. Indemnity Silverton Furniture Pty Ltd. hereby agrees to indemnify, defend (by counsel retained and instructed by us), and hold harmless our firm and its partners, agents or employees, from and against any and all losses, costs (including legal fees), damages, expenses, claims, demands or liabilities arising out of or in consequence of: a) The breach by Silverton Furniture Pty Ltd. or its directors, officers, agents, or employees, of any of the covenants made by Silverton Furniture Pty Ltd. herein, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our engagement report or the financial statements in reference to which the engagement report is issued, or any other work product made available to you by our firm; and b) The services performed by us pursuant to this engagement, unless, and to the extent that, such losses, costs, damages and expenses are found by a court of competent jurisdiction to have been due to the negligence of our Firm. In the event that the matter is settled out of court, we will mutually agree on the extent of the indemnification to be provided by your company. Time frames We will use all reasonable efforts to complete the engagement as described in this letter within the agreed upon time frames. However, we shall not be liable for failures or delays in performance that arise from causes beyond our control, including the untimely performance by Silverton Furniture Pty Ltd. of its obligations. Van Wyk Madray Review Methodology – July 2011 Page 4 983 Engagement letter-Review-New client Estimated fees We estimate that our fees for these services will be [Rxxxx] for the independent review plus direct outof-pocket expenses and applicable. This fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered. If significant additional time is necessary, we will discuss the reasons with you and agree on a revised fee estimate before we incur the additional costs. Fees will be rendered as work progresses and are payable on presentation. Billing Our fees and costs will be billed monthly, and are payable upon receipt. Invoices unpaid 30 days past the billing date may be deemed delinquent, and are subject to an interest charge of [xxx%] per month. We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due us, you agree to reimburse us for our costs of collection, including lawyers' fees. Termination If we elect to terminate our services for nonpayment, or for any other reason provided for in this letter, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report. You will be obligated to compensate us for all time expended, and to reimburse us for all of our out-of-pocket costs, through the date of termination. Use of Information It is acknowledged that we will have access to all personal information in your custody that we require to complete our engagement. Our services are provided on the basis that: a) You represent to us that management has obtained any required consents for collection, use and disclosure to us of personal information required under applicable privacy legislation; and b) We will hold all personal information in compliance with our Privacy Statement. This engagement letter includes the relevant terms that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all of the parties. Reportable irregularities A practitioner that performs a mandatory review engagement in terms of the Companies Act 2011 and Companies Regulations 2011, are obligated to report a “reportable irregularity". Regulation 29(1)(b) of the Companies Regulations 2011 defines a "reportable irregularity" as: any act or omission committed by any person responsible for the management of a Van Wyk Madray Review Methodology – July 2011 Page 5 983 Engagement letter-Review-New client company, which (i) unlawfully has caused or is likely to cause material financial loss to the company or to any member, shareholder, creditor or investor of the company in respect of his, her or its dealings with that entity; or (ii) is fraudulent or amounts to theft; or (iii) causes or has caused the company to trade under insolvent circumstances. An independent reviewer is required to: 1. Without delay, send a written report to the Commission giving particulars of the reportable irregularity. The report must include such other information and particulars as the independent reviewer considers appropriate. 2. Within three business days of sending the report to the Commission notify the members of the board of the company in writing of: The sending of the report sent to the Commissioner. A copy of the report to the Commission must accompany the notice, and The provisions of this regulation. 3. Within 20 business days from reporting to the Commission – Discuss the report sent to the Commission with the members of the board of the company; Afford the members of the board of the company an opportunity to make representations in respect of the report; 4. Within 20 business days from reporting to the Commission send another report to the Commission, which report must include — A statement that the independent reviewer is of the opinion that: o no reportable irregularity has taken place or is taking place; or o the suspected reportable irregularity is no longer taking place and that adequate steps have been taken for the prevention or recovery of any loss as a result thereof, if relevant; or o the reportable irregularity is continuing; and Detailed particulars and information supporting his conclusions. As we discussed with you, it is our understanding that the accountants who reviewed Silverton Furniture Pty Ltd’s 20XX financial statements is unaware of a matter that would make them disclaim or modify their report. Furthermore, we understand that we are authorized to communicate with the predecessor accountant to discuss matters relevant to the current review and to inspect working papers that may facilitate the performance of the current engagement. If during our current engagement, matters come to our attention that affect either the 20XX financial statements or the review report on those statements, we will communicate such matters to the predecessor accountant. Additional services As part of our engagement, we will also [list any non-assurance services to be provided, if applicable, such as income tax preparation and bookkeeping services]. You are responsible for Van Wyk Madray Review Methodology – July 2011 Page 6 983 Engagement letter-Review-New client a) Making all management decisions and performing all management functions; b) Designating an individual who possesses suitable skill, knowledge, and/or experience, preferably within senior management, to oversee the services; c) Evaluating the adequacy and results of the services performed; d) Accepting responsibility for the results of the services; and e) Establishing and maintaining internal controls, including monitoring ongoing activities. We look forward to a continued relationship with your company, and we are available to discuss the contents of this letter or other professional services you may desire. If the foregoing is in accordance with your understanding, please sign the copy of this letter in the space provided and return it to us. Sincerely, …. Independent reviewer ACCA Member number xxxx AGREEMENT: EXAMPLE (Pty) Ltd (Signature of responsible Director) Van Wyk Madray Review Methodology – July 2011 (Date) Page 7