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14 October 2009 12012/30/ah/ The Directors Total Uganda Limited Plot 4, 8th Street, Industrial Area P.O.

Box 3079 Kampala Dear Sirs ENGAGEMENT LETTER FOR THE AUDIT OF TOTAL UGANDA LIMITED FOR THE PERIOD ENDEDING 31 DECEMBER 2009 We are writing this letter to confirm our appointment as Financial consultants to Limited so that both parties are aware both of the responsibilities we have and of the areas in which company management retains responsibility. Together with this engagement letter, constitute the entire agreement between us with respect to our engagement. In the event of any inconsistency, the terms of this engagement letter will prevail. OUR RESPECTIVE RESPONSIBILITIES AND LIMITATIONS As Financial consultants of the company, our objective is to examine the Financial Statements presented to us by company management, and then to report to management. As management of the above company, you are responsible for the maintenance of proper accounting records and the preparation of the financial statements that gives a true and fair view and is prepared in accordance with International financial reporting standards. To enable us to fulfill our responsibilities, you will be responsible for providing us with full access to all accounting records, and to other relevant documents, including, but not limited to minute books, statements and correspondences. We will endeavor to ensure that our work is carried out efficiently and without undue disruption. TIMETABLE We have agreed a timetable with you which will enable you to meet your reporting obligations to issue a financial report (financial statements) and meet any other deadline notified to us. As you will appreciate, however, any such timetable will be based on the assumption that we will receive the appropriate co-operation and assistance. FEES Refer to section 2 of the enclosed terms of business for an explanation of our normal basis of charging and other matters related to our fees and invoicing arrangements. Our fee estimates are subject to annual review. This years fee has been agreed at Ush 3,000,000 excluding disbursements and VAT, with fees due for payment in accordance with the following progress payments schedule: On commencement of work On Presentation final report Total 30% 70% 100%

DISPUTE RESOLUTION PROCEDURES

Mediation A party to this agreement shall submit a dispute to mediation by written notice to the other party or parties. The mediator shall be selected by the parties. If the parties cannot agree on a media tor, the relevant Commercial Disputes body shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties. The mediator shall conduct the mediation as he/she determines with the agreement of the parties. The parties shall discuss their differences in good faith and attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Arbitration If the parties have not resolved a dispute within 90 days after the written notice beginning mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration The arbitration will be conducted in accordance with the procedures in this document and the Arbitration and Conciliation Act Cap 4 of the laws of Uganda as in effect on the date of this letter, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, of which each of the parties shall select one from the relevant Commercial arbitration body using the screened selection process provided in the Rules, and the third of which shall be selected as set forth in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures shall be governed by the Arbitration and Conciliation Act Cap 4 of the laws of Uganda and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. Damages that are inconsistent with any applicable agreement, that are punitive in nature, or that are not measured by the prevailing partys actual damages shall be unavailable in arbitration or any other forum. The parties expressly waive the right to such damages, and the arbitrators shall have no power to award them. The arbitration panel shall have no power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure to government agencies or other regulators is necessary for the disclosing party to comply with applicable law or regulatory requirements. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.

FUTURE YEARS This letter continues to apply until replaced. We will issue renewal terms periodically and will update the engagement letter if circumstances change.

Please confirm your agreement to the terms of our appointment by countersigning and returning to us the enclosed copy of this letter. If there is anything with which you do not agree or wish to amend, please do not hesitate to contact us. Yours faithfully, Partner For and on behalf of Benik consults. We hereby confirm our agreement to the terms of the above letter and the enclosed terms of business. ____________________________________________ For and on behalf of Total Uganda Limited ______________________________________________ Name _______________ Date ________________ Position

AUDIT OF TOTAL UGANDA LIMITED FOR THE PERIOD ENDED 31 DECEMBER 2009 Ernst & Young, Uganda Terms of Business (to be read in conjunction with our engagement letter dated 14 October 2009) GENERAL TERMS The following terms of business apply to engagements accepted by Ernst & Young. All work carried out is subject to these terms except to the extent that changes are expressly agreed in writing. Nothing in any proposal or correspondence is intended to create a legal partnership between you and us. 1. Ernst & Young We are the firm of Ernst & Young, Uganda a partnership established under The Partnership Act Cap 114 of the Laws of Uganda. We are a member of Ernst & Young Global Limited (EYGL) a UK limited liability company which acts as the central governance body of the Ernst & Young network of independent firms. EYGL is a member of Ernst & Young International Limited (EYI) a Cayman Islands company limited by guarantee. Our registered office and principal place of business is at Ernst & Young House 18 Clement Hill Road, Shimoni Office Village. References in this letter to we, us, our or our partners shall be construed accordingly. References in this letter to you or your shall refer to each and every party to this engagement letter (other than us). 2. Our fees and invoicing arrangements Unless written agreement is reached to the contrary, our fees are based on the number and seniority of staff required, the degree of skill and responsibility involved and the resources required to complete the engagement. Our charges will be reviewed from time to time. We will also charge for any disbursements incurred during the engagement and we will add VAT to charges and disbursements if applicable. Any fee estimate we may provide is not an agreement to perform the services within a fixed time or for a fixed fee. Any fee estimate agreed with you is necessarily based on the assumption that the information required for our work is made available in accordance with agreed timetables, and that key executives and personnel are available during the course of our work. If delays or other unanticipated problems which are beyond our control occur this may result in additional fees for which invoices will be raised on the above basis. We will submit invoices for services provided and disbursements incurred on an interim basis as the work progresses. Invoices are payable upon presentation. In the event that invoices are not settled within 30 days of presentation, we shall be entitled to charge compound interest monthly at a rate of 3% above bank prime rate until the debt is settled. 3. Our responsibilities to you We will provide the services described in our engagement letter (or such variations as may subsequently be agreed in writing between us) with reasonable skill and care and in a timely manner.

Unless otherwise agreed with you, we may correspond by means of the Internet or other electronic media or provide information to you in electronic form. Because of the inherent risks associated with the electronic transmission of information on the Internet or otherwise, we cannot guarantee the security and integrity of any electronic communications or information sent or received in relation to this engagement. While it is our policy to check our e-mail correspondence and other electronic information with anti-virus software, we similarly cannot guarantee that transmissions or other electronic information will be free from infection. You acknowledge that if we are working on your premises we may need to connect to the Internet through your internal network in order to access our systems. 4. Your responsibilities to us To fulfill our responsibilities, you agree to provide us with complete, accurate and timely information and to carry out any obligations ascribed to or undertaken by you or others under your control. You agree that any commercial decisions that you make are not within the scope of our responsibilities, and in making such decisions, you must take into account the restrictions on the scope of our work and other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware from sources other than our work. 5. Information and confidentiality When we receive confidential information, we will take such steps as we, in good faith, believe appropriate to preserve confidential information from unauthorized disclosure or other misuse both during and after termination of this engagement. If, despite taking such steps, we disclose without authorization or otherwise misuse the confidential information, thereby causing you loss, we shall be liable to you. Unless there is specific agreement to the contrary, our client relationship with you will not be treated as confidential information, and we may disclose this fact to clients, prospective clients, or other third parties. Subject to our responsibility for confidentiality, you agree that we may act for your competitors or for other clients, whose interests are, or may be, opposed to yours. With the exception of our audit report that we expressly agree may be provided to third parties, the reports, letters, information and advice that we provide to you during this engagement are given in confidence, solely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any third party without our prior written consent. (Third party for this purpose refers to a party other than those to whom the report, letter, information or advice is addressed). Before we provide such consent, we may stipulate terms regarding such provision or require the third party to enter into a direct relationship with us. We disclaim all responsibility for any consequence whatsoever should any such third party rely upon any report; letter, information or advice without our first having given our written consent that such third party may do so. Our only responsibility is that which is owed to you in the context of this

engagement as at the date on which our report or other advice is given to you. Neither you nor we will be prevented from disclosing confidential information: a) that is or becomes public knowledge, other than by a breach of an obligation of confidentiality; b) that is or becomes known from other sources without restriction on disclosure; or c) that is required to be disclosed by law or any professional or regulatory obligation You will agree that, for the purpose of carrying out our responsibilities in this engagement, we will not be treated as having notice of information that may have been provided to individuals within this firm who are not involved in this engagement. Except as mentioned above, a person who is not a party to this engagement shall have no right to enforce any of its terms. 6. Intellectual property rights We retain all copyright and other intellectual property rights in everything developed, designed or created (by any predecessor firm) or by us, either before or during the course of an engagement, including systems, methodologies, software, know-how and working papers. We also retain copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you, although the fees you pay us allow you to use those materials for the purposes for which they were created under this agreement. 7. Health and safety We acknowledge our statutory responsibility to co-operate with your health and safety requirements, provided we are given notice of these. While on your premises our partners, staff, agents and sub-contractors will be afforded by you the same protection for health and safety purposes as is due to your employees. If we are required by you to enter the premises of a third party you will use reasonable efforts to ensure that the third party also affords such protection to our partners, staff, agents and subcontractors as is due to its employees. 8. Our liability We will not be liable to you for any consequential or indirect or punitive loss and damage. From time to time we may use the services of partners or staff from other members of EYGL or members of EYI to assist us in providing services to you. When we use the services of such partners or staff in connection with this engagement they are deemed to be acting as our servants or agents and not the partners, servants or agents of any other person (including any other member of EYGL or any member of EYI or EYI itself) and we are liable for their activities as if they were in all respects our partners or staff. Neither EYI nor any member of EYI nor any other member of EYGL assumes any responsibility to you in connection with this engagement.

By engaging us, you agree that any claim of any sort whatsoever arising out of or in connection with this engagement shall be brought only against Ernst & Young, and that no claims in respect of this engagement will be brought personally against any other persons involved in performance of this engagement, whether actual or deemed servants or agents of us or not. You agree not to bring any proceedings of any sort whatsoever arising out of or in connection with this engagement in any jurisdiction against EYI or any member of EYI or any member of EYGL (other than us) or any partner or staff thereof. EYI, each member of EYI, each other member of EYGL, each partner or member of staff thereof and each of our partners or members of staff shall have the express benefit of this section and shall have the right to rely on and enforce any of its terms. 9. Cap Our liability to you with respect to breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be limited in total to the total amount of the fees charged by us to you under this engagement to cover claims of any sort whatsoever (excluding interest and costs) arising out of or in connection with this engagement. This provision shall have no application to any liability that cannot lawfully be excluded or limited. 10. Proportionality Our liability to you with respect to breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement will be limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is agreed between us or ascribed to us by a Court of competent jurisdiction (mediator/arbitration panel) allocating proportionate responsibility to us having regard to the contribution to the loss and damage in question of any other person responsible and/or liable to you for such loss and damage. This provision shall have no application to any liability that cannot lawfully be excluded or limited. For the purpose of assessing the contribution to the loss and damage in question of any other person pursuant to the preceding paragraph, it is agreed that no account shall be taken of any limit imposed or agreed on the amount of liability of such person by any agreement (including any settlement agreement) made before or after the loss and damage in question occurred. 11. The time for bringing any claims

Any claim for breach of contract, breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be brought against us within six years of the act or omission alleged to have caused the loss in question.

12.

Third party rights As provided in section 5 above, the reports, letters, information and advice we provide to you during this engagement are not to be disclosed to any third party without our prior written consent. For this purpose, a third party is a party other than those to whom the report, letter, information or advice is addressed. Before we provide such consent, we may stipulate terms regarding such provision or require the third party to enter into a direct relationship with us. We disclaim all responsibility for any consequence whatsoever should any such third party rely upon any report, letter, information or advice without our first having given our written consent that such third party may do so. Our only responsibility is that which is owed to you in the context of this engagement as at the date on which our report or other advice is given to you. Except as mentioned above and as provided in section 5, a person who is not a party to this engagement shall have no right to enforce any of its terms.

13.

Our staff You undertake that during the course of this engagement and for a period of six months following its conclusion you will not: a) solicit or entice away (or assist anyone else in soliciting or enticing away) any member of our professional staff with whom you have had dealings in connection with this engagement during the 12 months immediately prior to your approach; or b) employ any such person or engage them in any way to provide services to you. This undertaking will not apply with respect to any member of our staff who without having been previously approached directly or indirectly by you responds to an advertisement placed by you or on your behalf. In the event of a breach of the terms of this undertaking which leads to the departure of an individual, you will pay to us, on demand, a sum equivalent to 50% of the total annual remuneration package paid by us to the individual prior to his or her departure. You acknowledge that this provision is a fair and reasonable term intended to be a genuine assessment of the likely consequential loss to us.

14.

Force majeure

Neither we nor you should be liable in any way for failure to perform, or delay in performing, our respective obligations under this engagement if the failure or delay is due to causes outside the reasonable control of the party which has failed to perform. 15.Duration Unless otherwise agreed with you, the terms of this engagement will apply from the commencement of our provision of the services outlined in this letter. Once it has been agreed, this letter will remain effective, until it is

replaced. We will issue renewal terms periodically and will update the engagement letter if circumstances change. 16. Termination

Either party may terminate our appointment as auditor as provided by section 160 of the Companies Act Cap 110 of the Laws of Uganda. Our engagement may be terminated with immediate effect by either party giving notice in writing to the regular correspondence address of the other party marked for the appropriate partner or contact. In the event of termination, fees and expenses incurred to the date of termination are payable by you. 17. Severance of terms

In the event that any of the terms of business is held to be invalid, the remainder of the terms will continue in full force and effect. 18. Entire agreement

Our engagement letter constitutes the entire agreement between us with respect to this engagement and supersedes all prior agreements, proposals, oral and written representations and negotiations. 19. Governing law

The terms of business shall be governed by and construed in accordance with the laws of Uganda and any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of the Ugandan courts (mediators/arbitrators), to which both parties hereby agree to submit for these purposes. 20. Non assignment

Neither we nor you will assign or transfer, or attempt to assign or transfer, our respective rights and obligations under this engagement without the prior written consent of the other party. 21. Audit responsibilities of Ernst & Young We will report to Total Uganda Limited as to whether, in our opinion, the financial statements have been properly prepared in accordance with International Financial Reporting Standards and, in particular, whether the financial statements give a true and fair view of: a) the companys income and expenditure as of the year ended 31 December 2009; In auditing the financial statements presented to us, we will also consider: a) Whether all the information and explanations which to the best of our knowledge and belief are necessary for the purposes of the audit have been received; b) Whether proper books of account have been kept by the company, so far as it appears from the examination of those books and proper returns adequate for the purposes of the audit have been received from branches not visited;

c) Whether the financial statement is in agreement with the books of account and return. and we will report to Total Uganda Limited on any such matters with which we are not satisfied. Our work will be conducted in accordance with International Standards on Auditing, and will be planned to enable us to express an opinion on the financial statement. We will seek to obtain reasonable assurance that the financial statement is free from material error (misstatement) and our work may include: a) a review of the companys systems of accounting and internal control; b) selective tests and enquiries with respect to the day to day operations of the company; c) the verification of assets, liabilities and commitments of the company at the reporting date; and d) obtaining independent confirmations. We will also report if the financial statement presented for audit does not comply in any material respect with International financial reporting standards, unless in our opinion the non-compliance is justified in the circumstances. Our professional responsibilities also include incorporating in our report a description of managements responsibilities for the financial statement if these are not otherwise described in the financial statement or accompanying information, and considering whether other information in documents containing the audited financial statement is consistent with that financial statement. The nature and extent of our procedures will vary according to our assessment of the companys accounting systems and, if reliance is placed on it, the internal control system, and may cover any aspect of the companys operations that we consider appropriate. Our audit is not designed to identify all significant weaknesses in the companys systems but, if such weaknesses come to our attention during the course of our audit that we believe should be brought to the attention of Total Uganda limited, we shall report accordingly. We will also discuss with Total Uganda Limited any matters of substance arising during our review of the companys accounting systems and make any recommendations we have for improving the systems. 22. Audit responsibilities of company management It is the responsibility of company management to identify the financial reporting framework to be used in the preparation and presentation of the financial statements. Company management is responsible for preparing and presenting the financial statements in accordance with that applicable to the financial reporting framework. In this regard, company management is responsible for preparing and presenting the financial statements in accordance with the requirements of Financial Reporting Standards. In preparing the financial statements, company management is required to: a) design, implement and maintain internal controls relevant to the preparation and presentation of the financial statement that is free from material misstatement, whether due to fraud or error;

b) select and apply appropriate accounting policies; and; c) make accounting estimates that are reasonable in the circumstances. Company management also is responsible for establishing and maintaining internal controls to provide reasonable assurance with regard to the reliability of the financial statements, the effectiveness and efficiency of operations and compliance with applicable laws and regulations. This responsibility includes establishing a control environment and maintaining policies and procedures that assist in achieving the objective of ensuring, as far as possible, the orderly and efficient conduct of the company operations. Company management is responsible for adjusting the financial statements to correct material misstatements and for affirming to us in their representation letter that the effects of any uncorrected misstatements aggregated by us during the audit are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Company management is also responsible for apprising us of all allegations involving financial improprieties received by management, the Directors or the Audit Committee (regardless of the source or form and including, without limitation, allegations by whistleblowers), and providing us full and timely access to these allegations and any internal investigations of them. Allegations of financial improprieties include allegations of manipulation of financial results by management or employees; misappropriation of assets by management or employees; intentional circumvention of internal controls; inappropriate influence on related party transactions by related parties; intentionally misleading the auditors; or other allegations, illegal acts or fraud that could result in a misstatement of the financial statements or otherwise affect the financial reporting of the company. If company management limits the information otherwise available to us under this paragraph (based on the companys claims of attorney/client privilege, work product doctrine, or otherwise), company management will immediately inform us of the fact that certain information in being withheld from us. Any such withholding of information could be considered a restriction on the scope of the audit and may prevent us from making an opinion on the companys financial statements; alter the form of the report we may issue on such financial statements; or otherwise affect our ability to continue as the companys independent auditors. And we will disclose any such withholding of information to the Companys Share holders. Company management is also responsible for making available to us on a timely basis, as and when required, the companys accounting records, other documents including minute books, statements, financial statements, vouchers, correspondence etc. and any other information and explanations which we require for the purpose of the audit. The absence of any of this information may affect our audit opinion, and any delay in providing this information may affect our ability to comply with any timetable agreed with the company. To assist us with our audit of the companys financial statements, we will require review of all documents or statements, including as appropriate summarized cashbook and relevant notes and disclosures relevant to the financial statements that are to be issued with the audit report. We are also entitled to attend all meetings of the stakeholders of the company and to receive notice of all such meetings.

As required by International Standards on Auditing, we will make specific inquiries of management about the representations contained in the financial statements. Those standards also require that, at the conclusion of the audit, we obtain written representation from certain members of management about these matters. The responses to those inquiries, the written representations and the results of our audit tests comprise the evidence we will rely on in forming an opinion on the. Financial statements 23. Publication of the financial statements on electronic media

With the exception of the hard copy financial statements, our audit report on the financial statements should not be reproduced or referred to electronically or within any other document without prior agreement as to the manner and context in which it is reproduced or referred to. If the company wishes to present the financial statements and our report thereon in electronic form, Total Uganda Limited will be responsible for the accurate presentation of the financial statements and the audit report thereon and for establishing security and other controls over them in order to ensure the continued integrity of the information presented. This obligation on Total Uganda Limited applies to the presentation of any financial information with respect to prior periods. The examination of the controls over the electronic presentation of audited financial information on the companys Internet web-site is beyond the scope of our audit of the financial statements (although we will be pleased to carry out a review of such controls by way of a separate engagement, on terms to be agreed between us and taking into account the independence requirements). If the company chooses to distribute the financial statements and other information to stakeholders and other third parties by electronic means, Total Uganda Limited remains responsible for the accurate presentation of the financial statements, and the audit report thereon, in such distribution. 24 Additional deliverables When we have agreed to provide additional deliverables, unless specifically agreed otherwise, the work undertaken by us to support any conclusions reached in these deliverables will be limited to the work we undertake for the purpose of reaching our audit opinion. Accordingly, any advice and recommendations will necessarily be limited by the scope of our work, and may not, therefore, cover all issues that might arise from a specific in-depth review. Any use made of our advice and recommendations should be viewed in this light. 25 Third Party Certificates or Opinions Company management agrees that it will not seek to commit us to provide reports to third parties unless we have consented to do so in advance. Except for reports that we are obliged by law or regulation to provide, we may decline to provide reports to third parties and should we agree to provide such reports we will stipulate the terms upon which those reports will be provided. Company management will use its reasonable endeavors to assist us in agreeing the terms upon which we will report to third parties. To the extent we agree to provide reports to third parties it is the responsibility of company management to provide us with copies of the

relevant contract documents and with any further information or explanations we may require in order to enable us to prepare our report. Any such report will state the sources of information on which it is based, the extent of our review of such information and the reliance (if any) on information and representations provided to us by company management. If responsibility is to be accepted to the third party, we will require their acceptance of limitation of liability as a condition of providing a report to them and reserve the right to charge additional fees. **************** If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, you may take the issue up with your usual partner contact. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.