Voorbeeld Van Bevestigingsbrief Geconsolideerde, Jaarrekening Van Een Groep

Example of a management representation letter – consolidated financial statements of agroup

DOCUMENT TO DRAW UP ON THE LETTERHEAD OF THE COMPANY

Audit firm

For the attention of Mrs/Mr ...

Registered auditor

Address ...

………., ……………20XX

Dear Sirs,

Subject: management representation letter

This representation letter is provided in connection with your audit of the consolidated financial statements of our group for the year (consolidated financial statements)ended on 31December 20XX – mainly for the purpose of expressing an opinion as to whether the consolidated financial statements give a true and fair view of the group’s net assets value, its financial position and the results of its operations for the year then ended, and this in accordance with the laws and regulations applicable in Belgium. We remind you that the applicable financial reporting framework is the Belgian Company Code and the Royal Decree of 30January 2001 implementing this Company Code [the Belgian Company Code and the European IAS/IFRS Regulations]. The objective of the present letter is to confirm you our understanding of a comprehensive set of elementsrelevantto these consolidated financial statements and to the functioning of our group. The present document is confidential and formspart of your working papers.

These representations do in no way imply a discharge of your responsibility to express an opinion on the consolidated financial statements based on your audit that is deemed to have been conducted in accordance with the legal provisions and auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren). Those standards require that you plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatements.

1.By virtue of the law, we are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the financial reporting framework applicable in Belgium. The consolidated financial statements have been duly drawn up by the board of directors.

2.We acknowledge our responsibility for the design, the implementation and the maintenance of internal control in order to prepare reliable consolidated financial statements, including the fact that this internal control aims at preventing and detecting fraud and error.

TEXT TO CHOOSE:

3.a.To the best of our knowledge, the consolidated financial statements are free of material misstatements. In any case, we have identified no uncorrected misstatements;

b.To the best of our knowledge, the consolidated financial statements are free of material misstatements in the sense that the effect of uncorrected misstatements (as summarized in the accompanying list) are immaterial, both individually and in the aggregate, to the consolidated financial statements;

c.The consolidated financial statements contain misstatements that you could consider as material, namely: ….

4.We confirm that we have disclosed to you the results of our assessment of the risk that the consolidated financial statements may be materially misstated as a result of fraud:

TEXT TO CHOOSE:

a. Following our analysis we have identified no specific risk for our group, resulting from its organisation, its activity or any other factor;

b.Following our analysis we need to draw your attention to the specific risks resulting from [for example: numerous cash transactions, activities in certaincountries or subsidiaries, segregation of functionswhich is not in place in a certaincompany, etc.].

TEXT TO CHOOSE:

5. a.We confirm that we have no knowledge of any facts regarding fraud or suspected fraud that could affect the consolidated financial statements;

b.We confirm that we have reported to you all facts regarding fraud or suspected fraud, that could affect the consolidated financial statements, of which we have become aware and which involved management, employees who have a significant role in internal control or others, namely: ….

TEXT TO CHOOSE:

a.We confirm that we have not been notified by whatever person of any allegation of fraud that could affect the consolidated financial statements;

b.We confirm that we have reported toyou any allegation of fraud that has been notified to us by whatever person (being employed or not by our group), which could affect the consolidated financial statements, namely: ….

TEXT TO CHOOSE:

a.We confirm that we have no knowledge of any situation– proved or suspected –of noncompliance with the laws and regulations applicable to an entity of the group, the effect of which should have been taken into consideration when preparing the consolidated financial statements;

We confirm that we have reported to you all known or suspected cases of noncompliance with the laws and regulations applicable to the entities of the group,the effect of which should have been taken into consideration when preparing the financial statements.

TEXT TO CHOOSE:

a.We consider thatall significant assumptions regarding fair value measurements, including amortization, depreciation and impairments and that the disclosures provided in that respect are reasonable. These assumptions reflect correctlythe perspectives of the group and itsability to carry out its specific activities successfully;

b.Our group hasnot carried out and did not have to carry out anyfair value measurement, because the perspectives of the group and its ability to carry out its specific activities successfully did not require any amortization, depreciation or exceptional value impairment.

9. We consider that the valuationmethods and rules, including, where applicable, the assumptions used for determining fair value within the context of the financial reporting framework applicable to the group, as well as the consistent application of these methods and rules, are appropriate.

We confirm to the best of our knowledge and belief that:

10. all events subsequent tobalance sheet date that, in accordance with the financial reporting framework, would require adjustment to the consolidated financial statements or disclosure in the notes thereto, have been identified and recorded;

11.we have made available to you all accounting records and supporting documents and all minutes of meetings of shareholders, of the board of directors,of the management committee and of those charged with governance of the parent company, and, to the extent that they could have an impact on the consolidation, of the other consolidated [on the basis of the “equity method”] entities, held during the period from the beginning of the year being audited until now and, in general, all information relevant to your audit;

12.we have disclosed to you all our plans or intentions that may materially alter the book value or classification of assets and liabilities. Where applicable, we have disclosed in the notes to the consolidated financial statements the information relevant thereto, in accordance with the financial reporting framework. We have recorded and, where applicable, disclosed all liabilities, even contingent ones, in the notes to the consolidated financial statements, in accordance with the financial reporting framework (litigations, material commitments linked for instance to the use of financial instruments, guarantees received and provided, etc.);

13.all transactions have been properly recorded and, where applicable, disclosed in the notes to the consolidated financial statements;

14.the group or an entity being part of it, has a satisfactory title to all assets included in the consolidated financial statements and appropriate disclosure notes have been provided regarding liens and encumbrances, in accordance with het financial reporting framework.

TEXT TO CHOOSE:

15.a.The entities of the group have complied with all contractual obligations [or those recommended by the regulatory authorities] that could have a material effect on the consolidated financial statements in the event of noncompliance;

b. The entities of the group have complied with all contractual obligations [or those recommended by the regulatory authorities] that could have a material effect on the consolidated financial statements in the event of noncompliance, except for: …;

TEXT TO CHOOSE:

16. a.We have not identified any events or matters that would require, in accordance with the applicable financial reporting framework, a restatement of the corresponding figures of the previous year.

b.We have not identified any events or matters that would require, in accordance with the applicable financial reporting framework, a restatement of the corresponding figures of the previous year, except for: …;

17.We have exhaustively and appropriately disclosed in the notes to the consolidated financial statements all information regarding related parties (directors, etc.) as defined in the financial reporting framework. We have communicated to you all relevant information and documentation on this subject.

18.We have knowledge of the Belgian Anti Money Laundering Law (hereafter “AML”) of 11January1993 (and its amendments). We confirm to the best of our knowledge, and regarding the operations of the group to which this legislation applies, that:

a.all transaction carried out during the year are of a reliable and normal commercial nature, and relevant to the business objectives of the entities of the group;

b.During the year, there have been no trade transactionsin cash basis or real estate transactions under conditions that are contrary to the applicable AML;

c.there has been no transaction whereby funds of third parties were transited via bank accountsof the entities of the group;

d.there have been no transactions with entities or persons registered in countries that are qualified by the Financial Action Task Force (FATF) or the Organisation for Economic Co-operation and Development (OECD) as non-cooperative, except for:…;

e.we have accepted noshareholdings, subscriptions to capital increases or loans originating from or in favour of entities registered in countries that are considered by the tax authorities as tax heavens or offshore centres, except for:…;

19.The consolidated Directors’ report includes the information required by the Belgian Company Code, including the required description of the principal risks and uncertainties which the consolidated group is facing, its foreseeable evolution and the circumstances that could influence significantly its future development.

[20. Possible additional representations for the purpose of the audit depending upon the specific characteristics of the group: sector of activities, past litigations, etc.]

(Managing director)

(Senior Executive Officer)

(Senior Financial Officer)

(Other relevant person (or function))