Here's your proof. A blank audit engagement letter.
The only thing I view as confidential in the letter are the auditor's billing rates to the client. That's par. 5
My main beef with the engagement letter is Steve Berman only showed the top the left corner. He could have easily showed Par. 1 from thefirst page which described the "Scope of Work" so that we could have easily verified that the work Mazars USA is doing is in fact an Audit, and not a Review or Compilation. Instead, he omitting it. So now the question becomes ... Why?
(Form Audit Engagement Letter)
[Date] [Name] [Address] [City, State, Zip]
Dear [Name]:
We are pleased to confirm our understanding of our engagement to provide services for [Client].
1. Scope of Work We have been engaged to audit, in accordance with generally accepted auditing standards, the financial statements of [Client] as of [Date]. This engagement is predicated upon our understanding that [Client] meets the following preconditions for an audit: (1) that management uses an acceptable financial reporting framework in the preparation and fair presentation of its financial statements; and (2) that management and all others charged with the governance of [Client] agree with the premise upon which this audit will be performed, as more fully outlined below in “Management Responsibilities.” We require agreement of both management and others responsible for the governance of [Client]. Kindly signify agreement by signing and returning one copy of this engagement letter.
If you have any reservations about whether [Client] meets these preconditions, do not sign this letter, but instead bring these concerns to our attention. After you sign this Engagement Letter if you become aware of concerns as to whether [Client] meets these preconditions, you agree to promptly and fully bring such matters to our attention.
2. Management Responsibilities In accordance with our profession’s Professional Standards, we must obtain your agreement as to the scope of your responsibilities in connection with this engagement. It is your responsibility to provide an internal control structure, including a control environment, an accounting system and control procedures, which will result in the production of financial statements that fairly present financial position, results of operations, and cash flows in conformity with an acceptable financial reporting framework; in this case, Generally Accepted Accounting Principles as in effect in the United States of America, as pertain to general purpose financial statements for businesses not audited under the regulations of the Securities Exchange Commission or the Public Companies Accounting Oversight Board. If in the course of this audit we discover deficiencies in this reporting framework that indicate the framework is unacceptable, and use of that framework is not required by law or regulation, management may decide to change that framework, subject to [Client] and our agreement upon new terms of the audit engagement that reflect such change in framework.
You are responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error. Financial statements which are produced thereby are your financial statements, not ours. You are responsible for them. It is your responsibility to adjust financial statements to correct material misstatements, and for ensuring that [Client] complies with the laws and regulations applicable to its activities.
It is equally [Client]’s responsibility to provide us with (1) access to all information of which [Client]’s management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation and other matters; (2) additional information that we may request for the purpose of the audit; and (3) unrestricted access to persons within [Client]’s organization or otherwise within [Client]’s control from whom we determine it is necessary to obtain audit evidence. It is management’s responsibility to make all financial records and related information available to the auditor in a timely fashion. Your failure to do so may prevent or delay the completion of this engagement. It is also management’s responsibility to advise us of events occurring or facts discovered after the date of the financial statements of which management may be aware that may affect financial statements.
It is our understanding that [Client] is not required by law or regulation to impose any limitation on the scope of our work as an auditor in performing this audit engagement. Any such limitation may affect our willingness to accept this engagement, and may result in our issuing a disclaimer of opinion based upon any such scope limitation. Please advise us immediately if you are aware of any such limitation on the scope of our work on this engagement.
Our responsibility is to audit your financial statements in accordance with professional standards. Even though we may produce your financial statements, present you with draft financial statements, assemble your financial statements, and print them on our printers or forward them to you electronically or otherwise assist in preparing them, [Client]’s financial statements are inherently [Client]’s, since they summarize the transactions [Client] recorded in its business records. We are not a party to those transactions. We only audit a sample of them and the balances created by them.
3. Character and Limitations of an Audit Our audit will be performed in accordance with generally accepted auditing standards. Those standards require that we initially assess the risk that errors, irregularities and illegal acts may cause the financial statements to contain a material misstatement. This is necessary because we do not audit all the transactions and balances in the financial statements, only a selected portion of them, in some cases a very small portion. The cost for us to examine a large portion of them, or all of them of a certain category, or all of them in all categories, would be prohibitive. Consequently, there are risks, principal among them that a properly planned and performed audit may not detect some material misstatements in [Client]’s financial statements.
In making this initial assessment, we are required to consider management characteristics, operating and industry characteristics and engagement characteristics. While the auditing CPA assumes neither client dishonesty nor unquestioned client honesty, these considerations mandate your complete cooperation and honesty about your knowledge and understanding of the possibility of the existence of errors, irregularities and illegal acts, and of negative management, operating and industry characteristics. By signing this letter, you agree that you will provide this cooperation and that you will be totally honest with us.
At the outset, before we can accept this audit engagement to perform an audit, where there is a predecessor auditor, we request that [Client] authorize such predecessor to respond fully to our inquiries that will help us determine whether to accept this engagement. Your signature on this letter will serve to confirm that you have so authorized any predecessor auditor. We reserve the right to decline this engagement or to withdraw from this engagement as we evaluate the implications of the predecessor’s response to our inquiries.
Based on our initial assessment, and upon your cooperation and honesty, the standards require us to design the audit to provide reasonable, but not absolute, assurance that the financial statements are free from material misstatement, whether caused by errors, irregularities or illegal acts. However, because of the characteristics of irregularities, particularly those involving forgery and collusion, a properly designed and executed audit may not detect a material irregularity. While we are required to exercise due care and professional skepticism, since our opinion is based on the concept of reasonable assurance, we are not an insurer and our report does not constitute a guarantee.
The standards also do not require that our audit be designed, nor is it designed, to detect error or fraud that is immaterial to the financial statements. However, we will inform you of any errors, irregularities, or illegal acts that may come to our attention as well as any need to extend our procedures because of them and our estimate of their additional cost.
The discovery, subsequent to the date of our auditors’ report, that one or more errors, irregularities or illegal acts causing the financial statements to contain one or more material misstatements, have occurred does not necessarily mean that our audit was not conducted in accordance with generally accepted auditing standards.
Since the financial statements are your financial statements, the representations (i.e., the words and numbers) in them are your representations. We audit the significant assertions that are implicit in those representations. For example, inventories in the financial statements are stated at a certain amount and are described in a certain manner, perhaps accompanied by additional language in the notes to the financial statements. That is your representation about the inventories. Implicit in that representation are some assertions by you. You are asserting that the inventories exist, that they are valued in accordance with generally accepted accounting principles, that any liabilities associated with them are included in the financial statements, that all the inventories are included and that the words associated with the number make the disclosures conform with generally accepted accounting principles. For further example, sales are stated at a certain amount. You are asserting that that amount includes sales that occurred and that the amount includes all the sales for the period.
We audit those assertions considered to be significant, i.e. material. We are not required by the standards to audit those considered insignificant, although we may do so selectively. We are required by the standards to assess the inherent and internal control structure risks related to the significant assertions in determining the nature, extent and timing of our audit tests. For example, in testing whether your assertion that the inventory exists, we customarily observe your taking of that inventory and test-count a small sample of it to verify the correctness of your existence assertion. It goes without saying that the higher these risks are, the more extensive our testing will be, and therefore the higher your cost. The standards do not require that our audit be designed to provide assurance on internal control or to identify reportable conditions, although we will inform you of any reportable conditions that come to our attention. We will also keep you informed about our judgments as to which significant assertions, if any, require significant audit testing beyond what is generally customary.
You may separately engage us, for an additional fee, to provide services that focus on identifying and addressing weaknesses in internal controls and searching for the existence of fraud. To date, you have declined such services and only requested that we perform the audit services described in this letter.
The assessment of overall audit risk and the inherent and internal control structure risks related to significant assertions are a matter of professional judgment. We will exercise due professional care in assessing those risks. You should be aware of the fact that assessing risks is not an exact science. Therefore, it is not inconceivable that others might reach different conclusions. This does not mean, however, that we have necessarily been wrong in judging those risks.
The auditors’ standard report contains an opinion about the financial statements taken as a whole. It is not an opinion about the individual components in the financial statements. Under these circumstances, the audit tests for individual components are less than the tests that would be required to express an opinion on an individual component. A misstatement may be material in relation to an individual component’s balance, but not be material in relation to the financial statements taken as a whole. You agree that you will inform us at the outset of this engagement whether you have any extraordinary concerns about any significant assertion(s) related to individual components so that we can consider whether it might be necessary to extend our procedures, even so far as to require us to do enough testing to enable us to issue a special report about it (them).
At the conclusion of our audit, we will require you to furnish us a letter (commonly referred to as a management representation letter) confirming your responsibility for your financial statements and certain other items and matters related to them. Management is responsible for affirming in this letter, among other things, that the effects of any uncorrected misstatements aggregated by us in this engagement are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. This letter is a required audit procedure prior to issuing our report.
An audit performed in accordance with generally accepted auditing standards contemplates an opinion that the financial statements present fairly, in all material respects, financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, facts and circumstances may require us to qualify that opinion, or to disclaim it, or to express an adverse opinion. Other facts and circumstances may require us to provide additional information in our report. We will inform you if and when we conclude that our report may need to be modified because of such facts and circumstances.
Absent reasonable justification, we will not agree to any change to the terms of this audit engagement, and will not agree to change our engagement from an audit to an engagement for a lower level of assurance (such as a review or a compilation).
4. Third Party Use and Reliance You have advised us that the following entities, and only them, will use our report for the following purposes:
(User) (Purpose)
You have also advised us of your knowledge as to whether any of these users have extraordinary concerns about any significant assertion(s) related to individual components so that we can consider whether it might be necessary to extend our procedures even so far as to require us to do enough testing to enable us to issue a special report about it (them).
It is not our intent that users other than those listed above will rely on our audit report. The use of our audit report by persons or entities other than those listed above is prohibited without our express written consent. We do not assume or accept any responsibility to third parties who are not disclosed to us. Should it become necessary for you to send our report to additional users, you must so advise us in writing immediately. However, we cannot be responsive to the extraordinary concerns of such additional users.
We have furnished you a copy of our communication entitled “What We Do.” We require that you send a copy to each user who has been furnished a copy of our auditors’ report.
5. Billing Our fees for this engagement will be based on time expended at our standard hourly rates. Currently, these rates range from $XXX per hour for our most senior partners and $XXX per hour for our new accountants. My hourly rate is $XXX. Although these billing rates are subject to change from time to time, we do not anticipate any changes during the term of this engagement.
Any out-of-pocket expenses will be billed in addition to our fees. Our normal practice is to issue invoices [Insert Firm Billing Practice (i.e., monthly, per project, etc.)]. Our invoices are payable on receipt. We reserve the right to defer rendering further services until payment is received on past due invoices.
[Insert Any Additional Billing Practices Of Audit Firm]
6. Termination of Engagement Circumstances may arise during the engagement that may prevent the completion of the engagement, or require us to withdraw from the engagement. Either you or this firm may terminate the engagement at any time for any reason by written notice, subject on our part to any applicable rules of professional conduct.
7. Limited Liabilities and Indemnification By signing this Engagement Letter, you promise to make every diligent effort to maintain proper books and records that accurately reflect [Client]’s business activities, that you will be completely truthful with us, and that we may rely upon both oral and written statements and responses to questions. You further promise to immediately advise us if [Client] becomes aware of any inaccuracy in any of its business dealings, including any of management’s representations or statements to us. Finally, you promise to notify us in writing before sending our audit report to any additional user not identified in Section 4 above. You acknowledge that these provisions are the cornerstone of [Client]’s relationship with us, are made to induce [Audit Firm] to accept this audit engagement, and that [Audit Firm] would not accept this audit engagement without such promises.
[Use the Following Express Limited Liability and Indemnification Language Where Permitted Under Federal, State, Local and/or Professional Regulations: [Client] also agrees to release, indemnify, defend and hold us harmless from any liability or costs, including attorneys’ fees, resulting from management’s knowing misrepresentations or omissions, or [Client]’s responsibilities described in this engagement letter.]
8. Dispute Resolution By signing this engagement letter, you agree to submit any dispute concerning our services to final and binding arbitration conducted under the Rules of the American Arbitration Association that pertain to the resolution of claims against accountants. The arbitrator(s) selected to preside over any arbitration proceeding must be mutually agreeable to both parties.
[Use the Following Additional Limited Liability Language Where Permitted Under Federal, State, Local and/or Professional Regulations: The arbitrator(s) shall have authority to award compensatory damages, but only for such damages as found to have been directly and solely caused by acts, errors, or omissions that fail to comply with our professional standards in all material respects.]
This Engagement Letter shall have the effect of a signed contract under the internal substantive law of the State of XXXX (without regard to conflict of law or choice of law provisions).
9. Confidentiality and Third Party Requests For Information Work papers and audit documentation prepared by us in connection with this engagement are property of [Audit Firm]. However, we will not disclose confidential information of [Client] contained in those work papers or otherwise disclosed to us during this engagement except when required by law or permitted under the rules of professional conduct governing accountants.
In the event that we are required to respond to a subpoena, court order, or other legal process for the production of documents and/or testimony relative to information obtained and/or prepared during the course of our engagement, you agree to compensate us at our hourly rates, as set forth above, for the time we expend in connection with such responses, and to reimburse us for all of our out-of-pocket expenses incurred in that regard, including but not limited to reasonable attorneys’ fees incurred by us in connection with responding or objecting to the scope of an information request, or incurred as a result of [Client]’s refusal to provide written consent to produce subpoenaed documents or provide the required testimony.
10. Integration and Modification This engagement letter sets forth all of the agreed upon terms of our engagement with respect to matters covered in this engagement letter, and shall be treated as the entire agreement between [Client] and [Audit Firm]. Any oral or written agreement, statement, representation or promise that is not contained in this engagement letter is invalid and unenforceable. By signing this engagement letter, you agree that the terms of this engagement letter supersede any oral or written agreement, statement, representation or promise between [Client] and [Audit Firm].
The terms of this engagement letter may not be modified in any respect unless in writing and signed by both [Client] and [Audit Firm], and then such modification shall be effective only in the specific instance or purpose for which it is given.
Several technical accounting and auditing words and phrases have been used herein. We presume you to understand their meaning or that you will notify us otherwise so that we can furnish appropriate explanations.
Please acknowledge your acceptance of the terms of this engagement by signing this letter and returning the executed copy to us.
Very truly yours, [Name and Title of CPA] [Audit Firm]
Acknowledged and Agreed to By: [Name of Client Company] By: [Name and Title of Duly Authorized Agent of Company]
