北注协：​集团审计指令函英文参考文本

集团审计指令函英文参考文本

原文发布日期：2019年12月25日

转载自：北京注册会计师协会网站

     随着经济全球化的进一步深入，中国企业到境外投资已成为新常态，中国注册会计师也随着中国企业走出了国门。由境内注册会计师作为中国企业的集团主审会计师，利用境外注册会计师作为境外组成部分审计师工作的整合审计，已经成为当下较普遍的模式。由于国家之间语言、会计和审计准则、税法、监管制度等方面存在的差异，如何按照《中国审计准则第1401号-对集团财务报表审计的特殊考虑》的要求，实现集团项目组与境外组成部分审计师的有效沟通、及时了解组成部分审计师的工作进展及情况，集团项目组的工作指令函至关重要。为了方便执业人员借鉴，北京注协国际业务专业技术委员会编写了部分集团项目组通用指令函英文示范文本，供大家参考。

本示范文本仅供事务所及相关从业人员在执业时参考，不能替代相关法律法规、注册会计师执业准则以及注册会计师职业判断。事务所及相关从业人员在执业中需结合项目实际情况、风险导向原则以及注册会计师的职业判断确定，不宜照搬照抄。

XXX Group

 and its subsidiary companies

Group Audit Instructions

Financial year

DD/MM/YY 

Contents

Page

1.Introduction1

2.Group audit engagement team1

3.Overview of reporting requirements and timetable2

4. Independence confirmation3

5.Understanding the Group and its components

5.1Group structure and financial statements3

5.2Significant risks and other audit areas4

5.3Fraud and error4

6.Audit Strategy and Scope

6.1Audit Scope5

6.2Our involvement in your work5

6.3Relevant materiality thresholds6-7

6.4Related parties and intercompany balances7

6.5Subsequent events8

6.6Use of experts8

7.Deliverables and reporting requirements

7.1Audit Planning Memorandum9

7.2 Related party transactions9

7.3Final Memorandum9

7.4 Audit Clearance Memorandum9

7.5Summary of Adjusted and Unadjusted Audit Differences10

7.6Group Audit Questionnaire10

7.7Internal Control Memorandum10

7.8Key Audit Matters11

8.Other matters 

8.1Summary of final fees11

1.Introduction

The purpose of these Instructions is to communicate the aspects of our Group audit strategy and the scope of work to be performed by you, the component auditor, in order for us to render an independent auditor’s report in accordance with XXX on whether the Group’s financial statements for XXX Group (the “Group”) and its subsidiary companies (the “Company”) for the financial year ending DD/MM/YY give a true and fair view of the financial position of the Group and of its financial performance, changes in equity and cash flows in accordance with XXX.

It is important that you read these instructions, understand the requirements and provide us with the Acknowledgement on receipt of these instructions confirming that you will be able to fully comply with the deadlines and requirements using the template attached to Appendix XXX and the accompanying Understanding of Component Auditor Memorandum in Appendix XXX.

Component auditors are responsible for instructing their respective teams and monitoring their progress such that the reporting timelines detailed within these instructions is achieved. If any aspect of these instructions is unclear or you are unable to comply with any of the requirements, please contact Mr. / Ms. XXX, audit partner/manager, at XXX@xxx immediately.

2.Group audit engagement team

The personnel within XXX involved on the XXX Group group audit are summarised below:

Designation	Name	Telephone	E-mail address
Audit Partner
Audit Manager
Audit Senior
Auditor

Where possible and if original hard copies are not required, any communications should be via email to the engagement partner/manager or alternatively, faxed to XXX. Original hard copies should be sent to the attention of the engagement partner to XXX.

3.Overview of reporting requirements and timetable

The reporting requirements and key reporting dates applicable to you are as follows:

Deliverables	Document	To be received by xxx latest by
Acknowledgement of receipt and confirmation of ability to comply with instructions	Appendix XXX	Upon receipt of instructions
Understanding of Component Auditor Memorandum	Appendix XXX	Upon receipt of instructions
Confirmation of Independence	Appendix XXX	Upon receipt of instructions
Audit Planning Memorandum	Appendix XXX	DD/MM/YY
Final Memorandum	Appendix XXX	DD/MM/YY
Draft Audited Financial Statements		DD/MM/YY
Transactions with Related Parties	Appendix XXX	DD/MM/YY
Audit Clearance Memorandum	Appendix XXX	DD/MM/YY
Summary of Adjusted and Unadjusted Differences	Appendix XXX	DD/MM/YY
Group Audit Questionnaire	Appendix XXX	DD/MM/YY
Internal Control Memorandum	Appendix XXX	DD/MM/YY
Key Audit Matters	Appendix XXX	DD/MM/YY
Signed Audited Financial Statements		DD/MM/YY
Audit fee information (if different from earlier submission)		DD/MM/YY
Subsequent events report	Appendix XXX	DD/MM/YY

As timely reporting is critical, if it is anticipated that you will not meet the timetable deadlines as shown above, please inform our engagement team immediately.

Notwithstanding the above timeline, you must notify us immediately (refer to contact details in Section 2 of this package) if you become aware of any significant issues, events or exceptions in the course of your audit.

4.Independence confirmation

It is the responsibility of each component auditor providing service to the Group to comply with the applicable ethical requirements, including independence requirements which are relevant to the audit of the Group financial statements.

Please confirm that you understand and will comply with the ethical requirements, including independence requirements, relevant to the audit of the Group financial statements, and that you are currently not aware of any circumstances that may have threatened or may have appeared to threaten your independence by providing us with Appendix XXX – Confirmation of Independence.

We should be advised immediately of any situations in which your independence has been or may appear to be impaired.

5.Understanding the Group and its components

5.1Group structure and financial statements

The Group financial statements will be drawn up in accordance with XXX .

For an overall understanding of the Group and its components, information on the Group’s key management and principal activities that are relevant to your scope of work, refer to the Group’s Annual Report, which can be obtained from http://www.XXX.com. Details of the Group’s accounting policies are also set out in the financial statements included in the Annual Report.

Should you identify significant inconsistencies between this information and the information obtained locally by you, you are to communicate such inconsistencies to us as soon as practicable to enable proper consideration at Group level.

5.2Significant Risks and Other Audit Areas

Based on discussion with the Company’s management and our experience in prior year audits, we have identified significant accounts and areas of significant risks of material misstatement of the Group financial statements, due to fraud or error.

As part of your risk assessment process, at minimum, you should consider those significant risks and other audit areas identified by us, and perform the additional specific audit procedures outlined in the Group Audit Plan (refer Appendix XXX) to respond to those significant risks and other audit areas which have been identified by us.

Any additional significant risks identified should be communicated to us using the Audit Planning Memorandum in Appendix XXX. Upon completion of audit procedures, all risks that are significant to the audit of the Group, including those listed in Appendix XXX, should be communicated to us, together with details of audit procedures performed and results using the Final Memorandum (refer Appendix XXX).

For significant risks that are material to the Group’s financial statements, once notified in the Audit Planning Memorandum, we will determine together with you the additional audit procedures to be performed. We will also communicate to you those changes in the group audit plan or additional significant risk areas identified, which are relevant to your component, if any.

5.3Fraud and Error

During planning and when performing audit procedures and evaluating and reporting the results thereof, you should consider the risk of material misstatements in the component’s financial information resulting from fraud or error in accordance with XXX.

Please communicate to us the results of your assessment in the Audit Planning Memorandum (refer Appendix XXX) and reconfirm in the Final Memorandum (Appendix XXX) that no additional risk factors were noted at the completion of your audit procedures. All detected or suspected instances of fraud, regardless of materiality should be communicated directly to us as soon as identified.

6.Audit Strategy and Scope

6.1 Audit Scope

The component auditor engagement team should perform an audit of the component’s financial information in accordance with XXX. The audit should be designed to enable you to form an opinion as to the truth and fairness of the component’s financial statements being examined. You are also requested to perform any additional procedures as indicated in Section 5.2 of these instructions.

Your Audit Clearance Memorandum (Appendix XXX) should contain confirmation that you have complied with the above-mentioned requirements when performing your work.

Please note that the Group’s financial statements will be prepared in accordance with XXX. Details of the Group’s accounting policies are set out in the financial statements included in the Annual Report.

Should you determined that the component deviates from the Accounting Standards for Business Enterprises, please notify us immediately with full details and the likely financial impact on the component’s financial information prepared for Group reporting purposes if it is more than the Group Misstatement Reporting threshold as indicated on Section 6.3 of these instructions.

6.2Our Involvement in Your Work

We intend to use the work performed by you for the purpose of the audit of the Group financial statements, and therefore plan to be involved in your work.

Our planned involvement in your work will consist primarily of reviewing the information you provide to us. Depending on the significance of the component and the scope and risks associated with the audit, we will also visit the component, conduct meetings with component management, participate in your planning activities and risk assessment procedures, evaluate appropriateness of further audit procedures performed by you in response to identified significant risks of material misstatement of the Group financial statements, perform further audit procedures and/or review your audit documentation of work performed.

We will inform you of our proposed involvement as and when such a need is identified.

6.3Relevant Materiality Thresholds

Component materiality is used by component auditors to evaluate whether uncorrected misstatements are material, individually or in the aggregate.

Component performance materiality is used by component auditors at the component level to assess the risks of material misstatements and to design further audit procedures in response to assessed risks in order to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial information of the component exceeds component materiality.

Each component auditor engagement team is required to submit to us a Summary of Adjusted and Unadjusted Differences. This schedule (refer Appendix XXX) should include all misstatements identified andreclassification entries which exceeds the Group audit misstatements reporting threshold. If no misstatements were identified, a statement should be submitted to us noting no misstatements.

All component auditors are required to discuss with component management, at an appropriate level, all corrected and uncorrected misstatements/differences.

The relevant thresholds are as follows:

	Component Materiality (“Currency”)	Component Performance Materiality (“Currency”)	Component Clearly Trivial Threshold (“Currency”)
XXX Company
XXX Company
XXX Company
XXX Company
XXX Company
XXX Company

If you are performing an audit of the component’s financial statements because of statute, regulation or other reason and we will use your audit to provide audit evidence for the group audit, you are to ensure that the materiality level that you intend to use in your audit is equal to or less than the component materiality provided by us above. You need to communicate the materiality level used by you in your audit to us in the Audit Planning Memorandum (Appendix XXX).

If there are any concerns about the materiality thresholds applicable to your audit, please contact us as soon as possible.

6.4Related Parties and Intercompany balances

The component auditor engagement team has the responsibility to identify related party transactions. You should refer to the list of Group entities and other related parties identified by us as included in the Group Information in Appendix XXX when performing your audit procedures.

If you identify any additional related parties not already in the Group Information attached, you are to notify us as soon as practicable with information on the nature of the relationships and transactions between the component and related parties by completing the Transactions with Related Parties in Appendix XXX.

When performing audit on the financial information of the component for purposes of the Group audit, you are to:

i)gain an understanding of the nature of the inter-company transactions;

ii)verify that inter-company transactions or balances have been properly classified in the component’s financial information and supporting schedules prepared for reporting to the Group/ reporting package; and

iii)verify the inter-company balances of the component in the group reporting package to confirmations obtained directly from other components. You are also to perform audit procedures on significant reconciling items, as appropriate.

6.5Subsequent events

You are to perform subsequent event procedures designed to identify events at the component level that occur between the date of the financial information of the component and subsequent events reporting date of which will be advised to you later that may require an adjustment or a disclosure in the Group financial statements.

The Subsequent events report shown in Appendix XXX should be completed to confirm that these procedures have been performed and to summarise any significant findings.

In case there are no reportable items, the report must still be sent to us with confirmation that no events have occurred, or matters brought to your notice, which indicate that the reported financial statements are materially misstated or misleading.

6.6Use of experts

You are responsible for determining whether to use the work of an auditor’s expert and if using the work of an expert, for determining whether that work is adequate for your purpose in accordance with the requirements of  XXX.

You are to inform us of the relevant conclusions through the Final Memorandum (Appendix XXX).   

7.Deliverables and reporting requirements

You are to complete and submit all the reporting requirements and deliverables as listed in Section 3 of these instructions. Adherence to the reporting dates in section 3 is crucial.

In addition to information provided in the preceding sections of these instructions, below is a summary of the matters to be included in the required deliverables.

7.1Audit Planning Memorandum

The Audit Planning Memorandum included in Appendix XXX should be used by each component auditor to document the engagement team’s understanding of the component entity and its environment, changes in accounting standards, the engagement team’s overall assessment of risk, significant risks identified and planned response, understanding of internal controls and your plan for testing the operating effectiveness of internal controls, if applicable and any significant auditing and accounting issues anticipated.

Please ensure that at minimum, all matters set out in the enclosed format in Appendix XXX are covered.

7.2Related Party transactions

Please use the Transactions with Related Parties schedule in Appendix XXX to communicate to us any related party transactions identified by you.

7.3Final Memorandum

You are required to submit a Final Memorandum (“FM”) which should document the major findings and conclusion on significant auditing, accounting and reporting issues, including significant judgements made by the engagement team. Sufficient information should be included in the FM to support your conclusions about significant risks and issues, your evaluation of misstatements and your conclusion on the appropriateness and sufficiency of your audit procedures.

You are to discuss relevant issues included in the FM with component management before submission to us. The format of the FM as set out in Appendix XXX should be used.

7.4Audit Clearance memorandum

You are required to provide an audit opinion to XXX on the audited financial information of the component.

If significant exceptions and / or uncertainties exist, they must be clearly stated in your clearance memorandum. Such exceptions must be set out in journal entry form showing the accounts affected in local currency and an explanation of the reason why the entry or qualification is required and whether local management concurs with the adjustment.

Refer to Appendix XXX for the format to be used.

7.5Summary of Adjusted and Unadjusted Audit Differences

You are to report to us all known misstatements, either corrected or uncorrected, that individually exceed the Misstatement reporting threshold (refer to Section 6.3) using the templates provided in Appendix XXX.

The misstatements reported should be agreed with the component management and should include those of a factual nature that you have become aware of during the course of your audit and any areas of judgement used by the component management in the preparation of their financial information with which you disagree.

If no misstatements are identified, a nil return or notice should be submitted.

7.6Group audit questionnaire

This questionnaire is designed to obtain information and explanations to assist us in forming our opinion on the Group financial statements. Please complete and submit the questionnaire as attached in Appendix XXX.

7.7Internal Control Memorandum

All significant deficiencies in internal controls at component level identified by you should be reported to us using the template provided in Appendix XXX or you could forward to us a copy of the internal control memorandum issued by you to component management. You should discuss the content of the memorandum with component management and incorporate component management’s responses to your findings.

If no significant deficiencies are identified, we request that you provide us with a statement in the Final Memorandum (Appendix XXX) or in a separate cover that no significant matters have come to your attention which would warrant inclusion in such a report within the deadline stipulated.

7.8Key Audit Matters

In order to assist us in our reporting of the key audit matters, a summary of key audit matters identified should be submitted to us by DD/MM/YY.

To ensure that the information is in a useful and concise format, Key Audit Matters section (Appendix XXX) specifies the information which should be submitted to us. Where a section is not applicable, please state that this is the case.

8.Other matters

8.1Summary of final fees

If there are any changes between the fees submitted to us in the Confirmation of Independence (Appendix XXX) and the final fees billable/billed, you are to inform us together with the submission of the Final Memorandum (Appendix XXX). You are responsible for determining that the submission reflects all services provided and fees rendered by your firm and your network/affiliated firms to the component entity.

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