AAIG 1

ILLUSTRATIVE LETTER OF ENGAGEMENT - STATUTORY AUDIT (SINGLE ENTITY)

Date

The Board of Directors

[Name of Company]
[Address of Company]

Dear Sirs

Following our appointment as auditors of [Company’s name] (“the Company”), you have
requested that we audit the financial statements of the Company, which comprise the
statement of financial position as at [dd/mm/yyyy], and the [statement of profit or loss and
other comprehensive income, statement of changes in equity]1[[statement of comprehensive
income, statement of changes in equity]/[statement of income and retained earnings]]2 and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies. We are pleased to confirm our
acceptance and the terms of our engagement.

The objectives of our audit are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.

1. Responsibilities of Directors

1.1. As laid down in the Companies Act 2016 (“the Act”), the directors are
responsible for the maintenance of the Company's accounting and other
records and the preparation of annual financial statements which give a true
and fair view in accordance with [Malaysian Financial Reporting Standards,
International Financial Reporting Standards]/[Financial Reporting
Standards]/[Malaysian Private Entities Reporting Standard] (“approved
accounting standard in Malaysia”) and comply with the requirements of the
Act.

1.2. The directors are also responsible for making available to us, as and when
required: 1) access to all the Company's accounting records and all other
records and related information, including minutes of all management and
shareholders' meetings; 2) additional information that we may request from
the directors and management for the purpose of the audit; and 3)

1 Applicable to audits of financial statements prepared in accordance with Malaysian Financial Reporting
Standards/Financial Reporting Standards.
2
Applicable to audits of financial statements prepared in accordance with Malaysian Private Entities Reporting
Standard.

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unrestricted access to persons within the Company from whom we determine

it necessary to obtain audit evidence.3

1.3. Responsibility for the prevention and detection of fraud and error remains with
the directors and management of the Company mainly through the
implementation and continued operation of an adequate system of internal
control.

1.4. The directors are also responsible for the preparation of other information
comprising financial or non-financial information included in the [directors’
report]4/[annual report]5/[or describe another public document] containing the
financial statements and the auditors’ report thereon (“the other information”).
The directors agree to provide us the other information in sufficient time for us
to read regardless whether it is given to us before or after the date of the
auditors’ report.

2. Responsibilities of Auditors

2.1. The objectives of the audit are to examine in accordance with approved
standards on auditing in Malaysia as promulgated by the Malaysian Institute
of Accountants (“MIA”) and International Standards on Auditing and report to
the members of the Company on the financial statements produced by the
directors. We shall, as required by the Act, report to the members of the
Company whether in our opinion, the financial statements have been properly
drawn up in accordance with [Malaysian Financial Reporting Standards,
International Financial Reporting Standards]/[Financial Reporting
Standards]/[Malaysian Private Entities Reporting Standard] and the
requirements of the Act so as to give a true and fair view of:

(a) the financial position of the Company as at the end of the financial year;
and

(b) the financial performance and the cash flows of the Company for the
financial year then ended.

2.2. Where, in our opinion, the financial statements have not been drawn up in
accordance with a particular applicable approved accounting standard in
Malaysia, we are required to state in accordance with the Act:

(a) whether in our opinion, the financial statements would, if drawn up in

accordance with that approved accounting standard in Malaysia, have
given a true and fair view of the matters required by the Act to be dealt
with in the financial statements;

3 Refer paragraph A24 of ISA 210 for examples of other matters relating to directors responsibilities that may be
included.
4
Applicable to audits of financial statements of non-listed entities.
5
Applicable to audits of financial statements of listed entities.

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(b) whether in our opinion, the financial statements would not, if drawn up in
accordance with that approved accounting standard in Malaysia, have
given a true and fair view of the matters required by the Act and the
reasons for holding that opinion;

(c) if the directors have given the particulars of the quantified financial
effect, our opinion concerning the particulars; and

(d) in a case to which neither subparagraph (b) nor (c) applies, particulars
of the quantified financial effect on the financial statements of the failure
to so draw up the financial statements.

2.3. We are required by the Act to state in our auditors’ report any defect or
irregularity in the financial statements and any matter not set in the financial
statements without regard to which a true and fair view of the matters dealt
with by the financial statements would not be obtained.

2.4. In arriving at our opinion, we are required by the Act to consider the matters
set out below and to state in our report particulars of any deficiency, failure or
shortcoming arising thereof:

(a) whether we have obtained all the information and explanations which
we required for the purpose of our audit;

(b) whether proper accounting and other records, including registers, have
been kept by the Company as required by the Act; and

(c) whether the returns received from branch offices of the Company are
adequate for the purpose of our audit.

2.5. In the course of our audit, we are required by the Act to report in writing to the
Registrar of Companies if we are satisfied that:

(a) there has been a breach or non-observance of any of the provisions of

the Act;

(b) the circumstances are such that in our opinion the matter has not been
or will not be adequately dealt with by comment in our auditors’ report or
by bringing the matter to the notice of the directors of the Company or, if
the Company is a subsidiary, of the directors of its holding company;
and

[Section 2.5(c): In the case of a public company or a company

controlled by a public company as defined by the Act, the
following paragraph is to be inserted]

(c) a serious offence involving fraud or dishonesty is being or has been

committed against the Company or the Act by officers of the Company.

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3. Scope of Audit

3.1. We will conduct our audit in accordance with approved standards on auditing
in Malaysia and International Standards on Auditing. Those standards require
that we comply with ethical requirements. As part of an audit in accordance
with approved standards on auditing in Malaysia and International Standards
on Auditing, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:

(a) Identify and assess the risks or material misstatement of the financial
statements of the Company, where due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order

to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of
the Company’s in internal control.

(c) Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made
by the directors.

(d) Conclude on the appropriateness of the directors’ use of the going

concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to the related
disclosures in the financial statements of the Company or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’
report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial
statements of the Company, including the disclosures, and whether the
financial statements of the Company represent the underlying
transactions and events in a manner that achieves fair presentation.

3.2. Approved standards on auditing in Malaysia and International Standards on

Auditing require that we determine key audit matters and communicate those
matters by describing them in the auditors’ report, except in very limited
circumstances. Key audit matters are those matters that, in our professional

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judgement, are of most significance in the audit of the financial statements of

the Company of the current financial year. Our communication of key audit
matters in our auditors’ report will be in the context of our audit of the financial
statements as a whole. We will not provide a separate opinion on these
matters. The communication of key audit matters applies to listed entities and
in circumstances when we otherwise decide to communicate key audit
matters in our auditors’ report. We will communicate with you if we decide to
do so.

3.3. We are required to read the other information. This responsibility applies
regardless of whether the other information is obtained by the auditor prior to,
or after, the date of the auditors’ report. We will consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained during the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
an uncorrected material misstatement of this other information, we are
required to include that fact in the auditors’ report. Our opinion on the financial
statements of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon. If we conclude that a
material misstatement exists in other information obtained after the date of the
auditors’ report and the other information is not corrected after communicating
with the directors, we will take appropriate actions considering our legal rights
and obligations.

3.4. [In addition, we will communicate all relationships and other matters between
[name of firm], other member firms of the [name of firm] organisation
(“network firms”) and the Company that, in our professional judgement, may
reasonably be thought to bear on independence (including total fees charged
during the period covered by the financial statements for audit and non-audit
services provided by the [name of firm] and network firms to the Company
and components controlled by the Company) and the related safeguards that
have been applied to eliminate identified threats to independence or reduce
them to an acceptable level.]6

3.5. Our audit is not designed to identify all significant deficiencies in the
Company’s systems or matters of governance interest. However, we shall
bring to the attention of the directors if such matters come to our notice during
the course of our audit and shall report accordingly. We will communicate to
you in writing concerning any significant deficiencies in accounting and
internal control systems or matters of governance interest relating to the
financial reporting process that we have identified during the audit.

3.6. Because of the inherent limitations of an audit, together with the inherent
limitations of internal control, there is an unavoidable risk that some material
misstatements may not be detected, even though the audit is properly

6
Applicable to audits of financial statements of listed entities (Ref: Para 40(b) of ISA 700 (Revised)).

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planned and performed in accordance with approved standards on auditing in

Malaysia and International Standards on Auditing.

3.7. Because our responsibility is to report on the financial statements as a whole,

rather than those individual units or divisions, the nature and extent of our
tests and enquiries at each unit or division will vary according to our
assessment of its circumstances.

3.8. Our audit opinion is intended for the benefit of those to whom it is addressed.
The audit will not be planned or conducted in contemplation of reliance by any
third party or with respect to any specific transaction. Therefore, items of
possible interest to a third party will not be specifically addressed and matters
may exist that would be assessed differently by a third party, possibly in
connection with a specific transaction.

3.9. As part of our audit process, we will/may request from the directors and
management written confirmation concerning representations made to us in
connection with the audit.

3.10. In order to assist us with the audit of your financial statements, we look
forward to full co-operation with your staff and we trust that they will make
available to us whatever records, documentation and other information
requested in connection with our audit.

4. Confidentiality

4.1. The conduct of our audit in accordance with approved standards of auditing in
Malaysia and International Standards on Auditing means that information
acquired by us in the course of our audit is subject to strict confidentiality
requirements.

4.2. Neither of us will disclose to any third party without the prior written consent of
the other party any confidential information which is given, for the purposes of
providing or receiving the services herein, by the other party. Information shall
be deemed to be confidential which if disclosed in writing is marked
confidential or if disclosed orally is confirmed in writing as being confidential or
otherwise, is manifestly confidential (“Confidential Information”). This
restriction will not apply to any information which:

(a) is or becomes generally available to the public other than as a result of

a breach of an obligation under this clause; or

(b) is acquired from a third party who owes no obligation of confidence in

respect of the information; or

(c) is in possession of the receiving party without restriction before the date
of receipt from the other party; or

(d) is or has been independently developed by the receiving party.

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4.3. Notwithstanding the above, we may disclose any Confidential Information:

(a) to our insurers or lawyers provided that the Confidential Information

remains confidential; or

[Section 4.3(b): In the case of a network firm, the following

paragraph is to be inserted]

(b) to other [name of firm] entities in relation to the provision of the services
herein or to assist in quality reviews or for independence and conflict
checks; or

(c) if required to do so by law or rule or regulation applicable to us, provided

that (and without breaching any legal or regulatory requirement) where
reasonably practicable not less than [based on firm’s policy] business
days notice in writing is first given to you.

4.4. You agree that we may disclose, transfer and process Confidential
Information as reasonably required for internal business purposes including
client relationship management, account management, internal financial
reporting, information technology (“IT”) support (such as storage, hosting,
maintenance, support, etc.) including outsourcing of the same.

4.5. With respect to personal data:

(a) that you provide to us, you confirm that processing such data in
accordance with the terms of this letter will not place us in breach of any
applicable data protection legislation;

(b) that we provide to you, you agree to keep such data confidential, secure
and in accordance with any applicable data protection legislation.

4.6. Subject to Clause 4.2 above and once the services herein and the
deliverables herein have been provided, we may cite the performance of our
services herein to our clients and prospective clients, or include a reference in
other electronic or printed marketing materials or publications as an indication
of our experience.

[Section 4.7: In the case of a network firm, the following paragraph is to

be inserted]

4.7. "[name of firm] entity(ies)" means any entity (whether or not incorporated)
which carries on business under a name which includes all or part of the
[name of firm] name or is otherwise within (or associated or connected with an
entity within) or is a correspondent firm of the world-wide network of [name of
firm] firms.

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5. Other Matters

5.1. The working papers and files for this engagement created by us during the
course of the audit, including electronic documents and files, are the sole
property of our firm.

5.2. We shall not be liable in any way for failure or delay in performing our
obligations under this engagement if the failure or delay is due to causes
outside our reasonable control.

6. Governing Law and Jurisdiction

6.1. These terms of business shall be governed by and construed in accordance

with the laws of Malaysia and any dispute arising out of this engagement or
these terms shall be subject to the exclusive jurisdiction of the Malaysian
courts.

[Section 7: In the case of a listed company, the following paragraphs is

to be inserted]

7. Capital Markets and Services Act 2007 (“CMSA”)

7.1. In the course of the performance of duties as auditors of the Company, if we

are of the professional opinion that there has been a breach or non-
performance of any requirement or provision of the securities laws, a breach
of any of the rules of the stock exchange or any matter which may adversely
affect to a material extent the financial position of the Company come to our
attention, Section 320 of the CMSA requires us to immediately submit a
written report on the matter:

(a) in the case of a breach or non-performance of any requirement or

provision of the securities laws, to the Securities Commission ("the
Commission"), established under the Securities Commission Act 1993;

(b) in the case of a breach or non-performance of any of the rules of a stock

exchange, to the relevant stock exchange and the Commission; or

(c) in any other case which adversely affects to a material extent the
financial position of the Company, to the relevant stock exchange and
the Commission.

7.2. We shall not be liable to be sued in any court for any report submitted by us in
good faith and in the intended performance of any duty imposed on us under
this section.

7.3. Under subsection (3) of Section 320 of the CMSA, the Commission may, at
any time, during or after the audit require us to:

(a) submit such additional information in relation to this audit as the

Commission may specify;
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(b) enlarge or extend the scope of this audit of the business and affairs of
the Company in such manner or to such extent as the Commission may
specify;

(c) carry out any specific examination or establish any procedure in any
particular case;

(d) submit a report on any matter referred to in paragraphs (a) to (c); or

(e) submit an interim report on any matter referred to in paragraphs (a) to

(d),

and the Commission may specify the time within which any of such
requirements shall be complied with by us and may specify the remuneration
which the Company shall pay to us in respect thereof.

7.4. We shall comply with any requirement of the Commission under subsection
(3) and the Company shall remunerate us in respect of the discharge by us of
all or any of the additional duties under this section.

7.5. The Company shall provide such information and access to such information
as we shall require in respect of the discharge by us of all or any of the
additional duties under this section.

8. Reporting

8.1. [Insert appropriate reference to the expected form and content of the auditors’
report. Example as follows:

The expected form and content of our audit report is provided in Appendix A,
being specimen of unmodified opinion.

We will issue a written report upon completion of our audit of the financial
statements of the Company. Our report will be addressed to the members of
the Company. We cannot provide assurance that an unmodified opinion will
be expressed. Circumstances may arise in which it is necessary for us to
modify our report.]

8.2. The form and content of our report may need to be amended in the light of our
audit findings.

9. Fees

9.1. Our fees are based upon the degree of responsibility and skill involved and
the time spent by the partners and our staff necessarily occupied on the work,
and shall be reviewed from time to time. The fees will be billed as work
progresses and shall include all disbursements and other out-of-pocket
expenses. The invoice will be due on presentation.

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10. Agreement of Terms

10.1. Once it has been agreed, this letter will remain effective for subsequent
reappointment unless it is terminated, amended or superseded. We shall be
grateful if you would confirm your agreement to the terms of this letter by
signing and returning the duplicate copy.

10.2. If the contents are not in agreement with your understanding of our term of
engagement, we shall be pleased to receive your comments and to give you
any further information you require.

Yours faithfully

____________________________
(Engagement Partner’s Signature)

Acknowledged, and in agreement with the terms of engagement as set out above:

____________________________
(Authorised Client Representative’s Signature)

____________________________
(Title)

____________________________
(Date)

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