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HomeMy WebLinkAboutCS 51-08 Citq o~ REPORT TO EXECUTIVE COMMITTEE Report Number: CS 51-08 Date: November 10, 2008 ! 7i I From: Gillis A. Paterson Director, Corporate Services & Treasurer Subject: 2008 Year End Audit Recommendation: 1. That the Audit Plan as submitted by Deloitte & Touche LLP, included as Attachment 1 to this report be received for information; and, 2. That the Chief Administrative Officer and the Director, Corporate Services & Treasurer be authorized to sign the Auditor's Engagement Letter on behalf of the City. Executive Summary: In accordance with generally accepted auditing standards the audit plan is prepared to communicate the auditor's approach and reporting responsibilities to the Executive Committee, who has oversight responsibility for the Financial Reporting Process. This plan is submitted prior to the ,commencement of the year end audit. Financial Implications: The audit fee, for City & Library, of $66,900 represents an increase of approximately 4% over the prior year. Sufficient provision was included in the 2008 Current Budget. Sustainability Implications: implications. This report does not contain any sustainability Background: In the Committee's role as the body responsible for oversight of the Financial Reporting Process, the Committee is to review the audit plan for the upcoming 2008 year end audit. The audit plan provides the scope of the audit services to be provided, the auditor's formal reporting responsibilities and an outline of the audit approach. It is included as Attachment 1 to this report. At the Council meeting of October 10, 2006 Resolution 154/06 appointed Deloitte & Touche as the City's external auditors for a period of 5 years which would encompass the 2006 to 2010 audits inclusive. However Deloitte & Touche require an Engagement Letter be signed annually with each audit which summarizes their role as external Report CS 51-08 Date: November 10, 2008 Subject: 2008 Year End Audit Page 2 76 auditor, management's responsibilities and provides the estimate of the audit fees. The audit fee for the 2008 year end audit increased overall, including City & Library, by $2,650 or approximately 4% which is deemed acceptable. Attachments: 1 . Audit Plan 2. Engagement Letter Prepared By: ~-{aR S:?~A~ Kristine Senior Manager, Accounting Services Approved I Endorsed By: .~~z:~ Gillis A. Paterson Director, Corporate Services & Treasurer GAP:vw Copy: Chief Administrative Officer ,," '. t '7 7 , I I ATTACHMENT.#--L. TO REPORT#..c..~ -51- u'j! Deloitte The Corporation of the City of Pickering Au.dit Plan Year Ending December 31, 2008 Audit. Tax .Consulting . Financial Advisory. Deloitte 78 I \. :! . Deloitte & Touche LLP 5140 Yonge Street Suite 1700 Toronto, ON M2N 6L7 Canada Tel: (416) 601 6150 Fax: (416) 601 6151 www.deloitte.ca October 24, 2008 Private and Confidential The Members of the Executive Committee The Corporation of the City of Pickering 1 The Esplanade Pickering ON LlV 6K7 Dear Executive Committee Members: Weare pleased to submit for your review our 2008 audit plan for the audit of the consolidated financial statements of the Corporation of the City of Pickering (the "City") for the year ending December 31, 2008. The key objectives of this document are to: Outline our services to be provided; Outline our formal reporting responsibilities; Outline our audit approach; Introduce the professional resources we will employ on the audit; Provide you with the opportunity to review our audit plan and ask any questions you might have; and · Assist you in discharging your responsibilities relative to the external audit ofthe City of Pickering. The objective of an audit of the consolidated financial statements in accordance with Canadian generally accepted accounting standards ("GAAS") is to express an opinion on the fairness of the presentation of the consolidated financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") for local governments. This audit plan is intended solely for the use of the Executive Committee, to assist you in discharging your responsibilities with respect to the consolidated financial statements and should not be used for any other purpose. Any use that a third party makes of this report is the responsibility of such third party. Yours sincerely, dJ~ 0/- f~e., LLI Chartered Accountants Licensed Public Accountants Member of Deloitte Touche Tohmatsu ',. 79 Table of contents Client service objectives Financial reporting responsibilities Communications plan The Deloitte audit approach Auditor independence Appendices Appendix I - Audit team Appendix II - Accounting update and other developments (Public Sector) @ Deloitte & Touche LLP and affiliated entities. Page 3 4 5 7 12 City of Pickering - 2008 Audit Plan 2 80 CJient service objectives In serving you/ we develop client service objectives that strive to meet the expectations of both the Executive Committee and management. Our client service objectives for 2008 are: · Develop an audit plan for the City to fulfill all professional requirements and provide timely, value added services. · Deliver professional services to assist the Executive Committee in meeting the current requirements of Canadian Generally Accepted Accounting Principles ("GAAP") and financial reporting requirements. · Assign an audit service team specific to the City's needs. · Maintain and demonstrate our commitment to the Municipal sector. · Regularly communicate with management so that they are fully informed of the status of our audit work and issues detected through such work on a timely basis. · Provide regular communication to the Executive Committee and management on our findings. · Assist the Executive Committee and management in the early identification of changing professional requirements regarding Canadian GAAP for local governments and other reporting requirements. · Review with the Executive Committee and management identified areas of risk or focus and develop the appropriate audit response. · Proactively keep the Executive Committee and management informed as to current business, financial and other developments, which are relevant to the City. In summary, we will provide: · Timely communications on the results of our audit work to management and the Executive Committee; and · The statutory auditors' reports for the City (Consolidated financial statements, Trust Funds and Public Library). Integral to our plan is an understanding of the respective financial reporting roles and responsibilities of each of management, the Executive Committee and Deloitte. These have been documented in the following section. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 3 8 1 Financial Reporting Responsibilities Executive Committee - Review the audit plan and audit results documents - Review, recommend and approve the annual consolidated financial statements - Follow up on audit recommendations - Understand, discuss and address fraud and error risk factors with management - Maintain oversight of the systems of internal control - Oversight in managing and monitoring financial risks - Review external financial com mu n ications Management - Maintain appropriate controls and accurate financial records - Report financial results on a fair, consistent and timely basis in accordance with GAAP for local government - Select appropriate accounting and disclosure policies - Maintain compliance with reporting and regulatory requirements - Identify principal risks and establish and maintain a cost- effective control environment - Prepare financial statements - Provide management representations D.eloitte - Perform a cost- effective audit in accordance with Canadian generally accepted auditing standards - Assess accounting principles and financial statement disclosures - Understand key management control systems and processes and assess risk - Report opportunities for improvements in control processes - Express an opinion on the fairness of presentation of the financial statements · We believe the optimal client relationship is one in which there is an open line of communication between the Executive Committee, City Management and Deloitte. · In order to achieve a balanced relationship, each party must have the opportunity to meet with each of the other two parties on a timely basis. · Commitment from, and interaction between, all three parties lead to continual improvement in the quality of the financial reporting process. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 4 Communications plan 82 As external auditors to the City we are accountable to the Executive Committee We have been engaged to perform the following statutory audits for the year ending December 31, 2008: · Consolidated financial statements of the Corporation of the City of Pickering (the "City"); · Financial Statements of the City of Pickering Public Library Board; and · Financial Statements of the City of Pickering Trust Funds. Our formal communications will include: · The audit plan; including the level of responsibility assumed in performing an audit under Canadian generally accepted auditing standards; · The audit results document, including any managelTlent letter comments as applicable; · Our auditors' report on the financial statements; · Report on matters requested by the Executive Committee; and · Confirmation of our independence (including disclosure of any relationships that bear on our independence) and reporting on all services. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 5 83 Communications plan (continued) · We are also required to report on: - Whether there were any limitations placed on our audit scope; and any difficulties encountered during the audit; - Appropriateness of significant accounting policies and the application thereof, effect of significant changes in accounting policies and existence of alternative acceptable accounting policies; - Management judgments and accounting estimates; and - All significant unadjusted differences as well as significant adjustments made as a result of our findings. · Should any of the following matters be noted during the audit we will bring them to the attention of the Executive Committee: - Evidence of fraud, or possible fraud, misstatements or illegal acts; - Significant weaknesses in internal control relating to the preparation of the financial statements; - Significant or unusual transactions; - Related party transactions which are not in the normal course of operations; - Disagreements with management; - Consultation by management with other accountants about any significant auditing or accounting matters; - Actions that if they become public, might cause embarrassment; - Non-compliance with regulatory requirements; and - Major issues discussed with management that influenced the audit appointment. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 6 The Deloitte audit approach :! , 84 The Deloitte audit approach is a systematic methodology used to tailor our audit scope and plan specifically for the unique issues facing the City. The Deloitte audit approach has the following key attributes. It is: · Partner-led - The audit plan is driven by our partners' experience and detailed knowledge of the City's business. Significant input is obtained from the partners at all stages of the audit engagement. · Focused - We identify and design appropriate audit procedures that focus on risks associated with the City, the audit engagement, and potential errors in significant account balances or disclosures. · Interactive - We interact with the City's management and the Executive Committee and respond to their needs and expectations. · Dynamic - We tailor our audit plan to respond to changing circumstances. Perform pre-engagement activities Plan Perform preliminary planning Perform audit plan ~ Perform Perform post-engagement activities Conclude Conclude and report These five steps are not necessarily chronological and are not mutually exclusive. For example, once the audit plan has been developed and is being performed, we may become aware of a risk that was not identified during the planning phase. Based on the new information, we will reassess our planning activities and adjust the audit plan accordingly. The Deloitte audit approach interweaves our year-round involvement, the use of specialists, and a focus on continuous communication with management and the Executive Committee throughout the audit process. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 7 85 The Deloitte audit approach (continued) The key elements of the audit approach are as follows: Planning · Review results from prior year's audit · Understanding of governance processes and expectations · Assess areas of risk and exposure in financial statement reporting . Assess the design and implementation of entity wide controls and significant business cycle controls j · Update our understanding of the business · Establish materiality guidelines! .-r~~~~--<-~^'~--"~ Testing of systems & Substantive testing controls . Test significant · Assess operating effectiveness of transactions and account key control activities, upon which balances we intend to rely, in ensuring the . Consider appropriateness integrity of financial reporting and and relevance of risk management monitoring accounting policies processes · Evaluate results based on · Consider reliability and integrity of materiality guidelines technology that supports key processes and controls . Consider the control and governance processes underlying all significant transactions · Evaluate audit results . Consider impact of new accounting pronouncements · Assess compliance with Canadian GAAP for local governments · Conclude and report Review of financial statements and related disclosures 1 Materiality is an essential element of Canadian generally accepted auditing standards. In the context of financial reporting, materiality refers to the magnitude of an omission or misstatement of accounting information that, in light of the surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would have been influenced, or a decision changed, by the omission or misstatement. Quantitative Guidelines for Not-for-Profit Entities are generally .5 to 2% of total expenses or total revenues. We will base the quantitative considerations of our materiality for the consolidated financial statements of the City on 1.5% of budgeted expenditures. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 8 86 The Deloitte audit approach (continued) Auditor's responsibility to consider fraud and error In response to CICA Assurance Handbook Section 5135, "The Auditor's Responsibility to Consider Fraud", we will perform audit procedures to address fraud risks. The Executive Committee should recognize that every organization has inherent fraud risks due to internal and external conditions such as size, dispersed locations, general economic conditions, nature of various operations, and the like. There are three common fraud risk factors, the existence of which can increase the likelihood that fraud could occur. These include: · pressures and incentives; · attitudes/rationalization; and · opportunity. The Executive Committee's oversight and understanding of fraud and error risks helps to ensure that management fulfills its responsibility to facilitate a strong internal control environment to minimize fraud opportunities and can also deter management from committing fraud. It should be noted that the objective of an audit of financial statements is to enable the auditor to express an opinion whether the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in accordance with Canadian generally accepted accounting principles. Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements will not be detected, even though the audit is properly planned and performed in accordance with generally accepted auditing standards. The assurance an auditor provides concerning lack of misstatements arising from fraud is necessarily lower than the assurance provided concerning those arising from error. Specific Inquiries to be addressed by the Executive Committee · Any knowledge of any actual, suspected or alleged fraud and error affecting the City? . What role, if any, does the Executive Committee exercise over the oversight of: 1 Management processes for identifying and responding to the risks of fraud and error in the City? 2 The internal controls that management has established to mitigate these risks? . What are your views about the risks of fraud in the City? @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 9 87 The Deloitte audit approach (continued) Areas of audit focus We have identified the following areas of focus, based on our review of prior years' files, awareness of current year activities and discussions with management. Account balance/ Description of issue Audit response business issue Year-end cut- . Determine if cut-off of revenues . Focused substantive testing on accounts off and expenditures is appropriate. payable, accrued liabilities, deferred revenue and accounts receivable. . Test disbursements and cash receipts subsequent to year-end. . Test supporting assumptions for accrued . liabilities, deferred revenue and accounts receivable. Actuarially . Accuracy and completeness of . Review actuarial report, including related Determined certain liabilities such as assumptions. Liabilities Workplace Safety and Insurance ("WSIB") and post-employment . Ensure appropriate accounting treatment has benefits. been applied. . Review related financial statement note disclosure for accuracy and completeness. . Communicate with actuary on our reliance on their report for audit purposes. Reserves and . Approval of transfers to and from . Substantive testing of the continuity and of Reserve Funds reserves and reserve funds. material transactions to determine if transfers are in accordance with Council approvals and/or legislative requirements. Capital Fund . Revenue Recognition. . Substantive testing to ensure restricted contributions (Le. development charges, gas . Capital expenditures- year end tax, conditional grants) have been cut-off. recognized as revenue in the appropriate period. . Substantive testing to ensure appropriate accruals for capital expenditures incurred before the year-end. <9 Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 10 B8 The Deloitte audit approach (continued) Areas of audit focus (continued) Account balance/ Description of issue Audit response business issue . Compliance with PS3070 . Review accounting for Investment in "Investment in Government Veridian Corporation and related disclosures. Business Enterprise". Investment . Review financial statements of Veridian in Veridian Corporation. Corporation · Communication with Veridian Corporation's auditor on our reliance on their auditor's report for purposes of the City's audit. Management . Estimates require management . Focused review of calculations and support. estimates judgment (i.e. allowance for ., Discussion with management. significant property tax appeals, . Analytic review of related accounts. contingent liabilities, etc.) . Public Sector . Selection of appropriate . Review of significant accounting policies, Accounting accounting policies, adequacy of implementation of new standards and any Standards disclosures and treatment of non- unusual transactions. routine transactions. Impact of any new or upcoming . Work with City staff to determine if . appropriate implementation plans are in accounting standards (e.g. segmented information fiscal place to enable compliance with the new 2008 (PS 2700); tangible capital standards. assets disclosure 2008, (PsG#7), recognition and measurement fiscal 2009 (PS 3150)). @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 11 89 Auditor independence The rules of professional conduct require that we communicate with you on an annual basis all relationships between the City (including its related entities), and Deloitte that, in our professional judgment, may reasonably be thought to bear on our independence. In determining whether a relationship exists that may be thought to bear on our independence, we must consider the following matters: . whether a financial interest, either directly or indirectly exists; · whether a position, either directly or indirectly is held by us, gives us the right or responsibility to exert significant influence over the financial or accounting policies of the City; · economic dependence on the City; . services provided to the City in addition to the audit engagement; and · any personal or business relationships of immediate family, close relatives, partners or retired partners, either directly or indirectly with the City. We continue to be independent with respect to the City. We formally confirmed our independence as auditors of the City in a letter dated May 18, 2008 and we will formally report again at the conclusion of the 2008 audit. <9 Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 12 Appendix I Audit team 90 @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 13 91 Appendix II - Accounting update and other developments (Public sector) The information included in this appendix was obtained primarily from the CICA Public Sector Accounting Board (PSAB) Web site (http://psab-ccsp.ca). New effective standards Tangible Capital Assets of Fiscal years beginning on The purpose of this Guideline is to provide Local Governments, or after January 1, transitional guidance to a local government on Public Sector Guideline 2007. reporting information related to tangible capital PSG- 7 assets in notes or schedules to its financial statements. When, during the period of transition, a local government has information on some but not all categories of its tangible capital assets, the local government would disclose information in accordance with TANGIBLE CAPITAL ASSETS OF LOCAL GOVERNMENTS, PSG-7 and, in addition, disclosure of those categories of tangible capital assets excluded from that disclosure until the relevant information about the complete stock of tangible capital assets can be provided. Segment Disclosures, Fiscal years beginning This Section establishes standards on how to define Section PS 2700 on or after April 1, and disclose segments in a government's 2007. consolidated financial statements. These standards apply to the summary financial statements of federal, provincial, territorial and local governments. Other government organizations that apply the standards of the CICA Public Sector Accounting Handbook (CICA PSA Handbook) are encouraged to provide the disclosures established in this Section when their operations are diverse enough to warrant such disclosures. Transitional provisions From fiscal years This Section has been amended to add transitional to Government beginning on or after provisions that allow a government, in limited Reporting Entity, April 1, 2005 until cases, to choose to record the newly included Section PS 1300 fiscal years beginning government organizations in the financial on or after April 1, statements on a modified equity basis, rather than 2008. fully consolidating, from the date of initial application until fiscal years beginning on or after April 1, 2008. For fiscal years beginning on or after April 1, 2008, the government will be required to fully consolidate these government organizations, in accordance with paragraph PS 1300.27. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 14 . Appendix II - Accounting update and other developments (Public sector) ( continued) 92 Tangible Capital Assets, Section PS 3150 Financial statement concepts, Amendment - Section PS 1000 Financial statement objectives, Amendment - Section PS 1100 Financial statement presentation, Amendment - Section PS 1200 Currently effective for federal, provincial and territorial governments. Effective for fiscal years beginning on or after January 1, 2009 for local governments only. Earlier adoption is encouraged. Currently effective for federal, provincial and territorial governments. Effective for fiscal years beginning on or after January 1, 2009 for local governments only. Earlier adoption is encouraged. @ Deloitte & Touche LLP and affiliated entities. The revisions to Section PS 3150, Tangible Capital Assets, focus primarily on local governments recognizing and amortizing all their tangible capital assets. They are applicable for fiscal years beginning on or after January 1, 2009. Additional revisions to Section PS 3150, which affect all governments, include: · The definition of cost has been amended to clarify that cost is the gross amount, and that capital grants are not to be netted against the cost of the related tangible capital asset. Guidance on the cost of leased tangible capital assets is also provided. · There is additional guidance on the commencement and cessation of capitalizing carrying costs. · During the period of transition, local governments should follow PUBLIC SECTOR GUIDELINE PSG-7, Tangible Capital Assets of Local Government. The Section now applies to all levels of government. It applies to local governments for fiscal years beginning on or after January 1, 2009. In November 2006, after extensive consultation with the local government community and with only minor amendments to the existing standards for senior governments, the Public Sector Accounting Board (PSAB) approved revised Sections PS 1000, Financial Statement Concepts, PS 1100, Financial Statement Objectives, and PS 1200, Financial Statement Presentation, a single conceptual framework and reporting model for all levels of government in Canada. The revisions focus primarily on local governments applying the same reporting model currently adopted by senior governments for fiscal years beginning on or after January 1, 2009. Beginning on or after January 1, 2009, all governments in Canada will be reporting on a full-accrual basis of accounting. In addition, the PS 1700 and PS 1800 for local governments required a modified accrual basis of accounting, and as such, these Sections will be withdrawn. City of Pickering - 2008 Audit Plan 15 93 Appendix II - Accounting update and other developments (Public sector) ( continued) Introduction to Public Sector Accounting Standards N/A In November 2007 ,the introduction was revised to deem government business enterprises and government business-type organizations publicly accountable and to continue to follow the generally accepted accounting principles for publicly accountable enterprises in the CICA Handbook - Accounting. Therefore, paragraph 06 and appendix A of the introduction and appendix A of Section 2500 (Basic principles of consolidation) were amended. PSAB has approved a Phase II to the Introduction to Public Sector Accounting Standards which will continue to assess the effect of the Accounting Standards Board (AcSB) strategies on government not-for-profit organizations and other government organizations that currently apply the CICA Handbook - Accounting. Government Not-for-Profit Organizations: In September 2008, PSAB agreed to work in conjunction with the Accounting Standards Board's efforts toward the issuance of a collaborative Invitation to Comment that will seek views on the sources of GAAP that could be applied by various types of not-for-profit organizations in both the private and public sectors. Government Organizations: In September 2008, PSAB considered the response to letters received from stakeholders. PSAB agreed to seek additional information relating to the application of the current definitions of and the source of GAAP used by government organizations. @ Deloitte & Touche LLP and affiliated .entities. City of Pickering - 2008 Audit Plan 16 94 Appendix II - Accounting update and other developments (Public sector) ( continued) Introduction to Statements of Recommended Practice Assessment of Tangible Capital Assets PSAB approved revisions to the "Introduction to Statements of Recommended Practice". It reviewed several suggestions for changing the name of SORPs and concluded that the alternatives did not sufficiently reflect the nature of SORPs. Revisions to the Introduction make it abundantly clear that SORPs do not constitute GAAP and that they are intended to provide general guidance but are not mandatory or prescriptive. The main features of this SORP are as follows: . A government can choose to report only on individual, specific categories or groups of tangible capital assets. . Reporting on the physical condition of tangible capital assets is information that does not necessarily have to accompany the financial statements. It could be included in a standalone report or in other public reports such as a budget document. . Information should, at a minimum, include the overall average physical condition rating, average age and useful life and the nature and extent of tangible capital assets in each category. . Narrative information would include discussion of trends in changes in the physical condition and identify the basis of measurement and measurement scale used to assess and report on the physical condition of tangible capital assets. PSAB has approved Assessment of Tangible Capital Assets, as a new Statement of Recommended Practice (SORP). The SORP applies to all governments and government organizations that choose to prepare and present a report on the physical condition of their tangible capital assets. PSAB expects the final SORP to be released in November 2008. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 17 95 Appendix II - Accounting update and other developments (Public sector) ( continued) Environmental Liabilities In June 2006, PSAB approved a Project Proposal. This project will focus on providing guidance for the recognition, measurement and disclosure of those environmental obligations that result in environmental liabilities. Environmental liabilities can represent a significant cost to all levels of government. They have some unique characteristics that challenge financial statement preparers and auditors, i.e.: . there are increasing obligations under laws and regulations and a growing concern over environmental issues; . there may be multi-year activities and various courses of action necessary to address this concern; . identifying when a government has, and is responsible for, an environmental liability is uncertain; . measuring the environmental liability can be difficult as the full costs may not be known until well into the future; and . the timing of the settlement is not always clear. Without accounting standards specific to environmental liabilities, diverse accounting practices may evolve regarding recognition and measurement. Next steps: The work of the task force continues, with a view to issuing a new standard in March 2010. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 18 96 . Appendix II - Accounting update and other developments (Public sector) ( contlnued) Entity-level Financial Statements At its June 2008 meeting, PSAB approved a new project to address those issues specific to entity-level financial statements that are not currently addressed in the Handbook. Next steps: The first step in the project will be to identify those issues. Foreign Currency Translation The objective of this project was to review the current provisions in Section PS 2600, Foreign Currency Translation, to eliminate the deferral and amortization provisions and apply immediate recognition for foreign-denominated monetary items. Next steps: Exposure of proposed changes has been deferred. Financial Instruments Presently, guidance in the Public Sector Accounting (PSA) Handbook in respect of accounting for derivative financial instruments is limited to their application in hedging foreign currency items. Derivative financial instruments are increasingly being used by governments to manage other financial exposures such as interest rate exposures. The scope of the project provides for consideration of public sector reporting implications of the breadth of guidance offered by the recently approved CICA Handbook - Accounting Sections addressing the reporting of financial instruments and related hedge accounting provisions. In March 2008, PSAB discussed the responses received to date on the Statement of Principles (SOP) issued in June 2007. Alternatives to respond to the issues raised relating to accounting for, and presenting information about, financial instruments in government financial statements are being considered. Next steps: PSAB expects to have an exposure draft approved by March 2009, and a final Handbook Section by September 2009. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 19 97 Appendix II - Accounting update and other developments (Public sector) ( continued) Government Transfers This project was started to develop amendments to Section PS 3410, Government Transfers, to address application and interpretation issues raised by the government community. The major issues in the project include: . resolving the debate over the appropriate accounting for multi-year funding provided by governments; . clarifying the nature and extent of the authorization needed to be in place for a transfer to be recognized; . clarifying the degree to which stipulations imposed by a transferring government should impact the timing of . recognition of the transfer by both the transferor and recipient governments; and . addressing the appropriate accounting for capital transfers received under an expense-based accounting regime. In March 2008, PSAB discussed the responses received on the first Re-Exposure Draft issued in April 2007. The first Re-Exposure Draft proposed a different approach to recipient accounting for transfers. It describes when a recipient government would recognize a liability for a transfer. The proposed approach considers the views of the majority of respondents to the ED, builds on the transfers' principles in IPSAS 23 and incorporates elements from the two previous PSAB Associates' Drafts. In September 2008, PSAB received an update on the comments received on the 2007 Re-Exposure Draft as well as proposals being considered by the Government Transfers Task Force. PSAB directed the task force to continue to explore all alternatives and report back. Next steps: PSAB expects to issue a second Re-Exposure Draft in late 2008 once it considers the feedback received and a final Handbook Section by March 2009. <9 Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 20 98 Appendix II - Accounting update and other developments (Public sector) ( continued) Identifying and Reporting Performance Indicators The objective of this project is to provide guidance on the factors to consider for identifying and reporting performance indicators. It will not identify specific indicators for governments, but will enhance and support the Statement of Recommended Practice SORP-2, Public Performance Reporting. Both the type and level of performance indicators varies from government to government as there is no generally accepted guidance to assist selecting particular performance indicators. Performance indicators prepared using a consistent approach across governments will increase credibility and confidence in those reported leading to increased understanding and acceptance of them as a useful tool for assessing accountability. Next steps: This project has been deferred. Indicators of Government Financial Condition In June 2008, PSAB approved a draft SORP on "Indicators of Financial Condition." The draft provides a framework of elements of financial condition and proposes, but does not require a core set of indicators for each element. A draft SORP was published on September 4, 2008. The comment period ends on October 24, 2008. Next steps: PSAB expects to have a final SORP by November 2008 @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 21 99 Appendix II - Accounting update and other developments (Public sector) ( continued) Service Concession Arrangements The International Public Sector Accounting Board (IPSASB) has issued a Consultation Paper "Accounting and Financial Reporting for Service Concession Arrangements" that explores accounting and financial reporting issues for a subset of public-private partnerships from the perspective of the grantor (typically a public sector entity). The IPSASB has identified the following Specific Matters for Comment . It is proposed that a grantor report the property underlying a Service Conc~ssion Arrangement (SCA) as an asset in its financial statements if it is considered to control the property. Criteria for determining control are proposed in the Consultation Paper. . It is proposed that the underlying property reported by the grantor as an asset and the related liability (reflecting any obligation to provide compensation to the operator) is initially measured based on the fair value of the property other than in cases where scheduled payments made by the grantor can be separated into a construction element and a service element. In such cases, the present value of the scheduled construction payments should be used if lower than the fair value of the property. . It is proposed that contractually determined inflows of resources to be received by a grantor from an operator as part of an SCA should be recognized as revenue by the grantor as they are earned over the life of the SCA beginning at the commencement of the concession term, that is, when the underlying property is fully operational. These inflows generally should be considered earned as the grantor provides the operator access to the underlying property, and amounts received in advance of providing a commensurate level of access to the property should be reported as a liability. Next steps: The comment period ended on August 1, 2008. IPSASB is deliberating on the comments received. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 22 1 00 Appendix II - Accounting update and other developments (Public sector) ( continued) Tax Revenue (formerly Revenue) The original Revenue Project was intended to address a strategic gap in government GAAP in - most notably the absence of a definition of revenue for governments in the CICA Public Sector Accounting (PSA) Handbook. That project proposed to address the accounting for numerous revenue types covering both exchange and non-exchange transactions. Developments in accounting for government transfers resulted in PSAB starting a separate Government Transfers Project to address this issue. Further, PSAB's review of its government reporting model (see the Reporting Model and Tangible Capital Assets project summary) resulted in a proposed definition of revenue. In relation to the accounting and reporting guidance for various types of government tax revenues, PSAB used the work done by the International Public Sector Accounting Standards Board (IPSASB) on revenues from non-exchange transactions as a basis for determining how to accou.nt for government tax revenues. PSAB approved an Exposure Draft in December 2007 and the responses to the Exposure Draft were reviewed by PSAB at its June 2008 meeting. The task force expects to analyze the comments in detail and recommend next steps for the project. Next steps: PSAB approved an Exposure Draft in December 2007 and the responses to the Exposure Draft were reviewed by PSAB at its June 2008 meeting. The responses to the exposure draft are currently being analyzed and the task force expects to recommend next steps for the project. @ Deloitte & Touche LLP and affiliated entities. City of Pickering - 2008 Audit Plan 23 1 01 eloitte Deloitte, one of Canada's leading professional services firms, provides audit, tax, consulting, and financial advisory services through more than 7,600 people in 56 offices. Deloitte operates in Quebec as Samson Belair/Deloitte & Touche s.e.n.c.r.1. The firm is dedicated to helping its clients and its people excel. Deloitte is the Canadian member firm of Deloitte Touche Tohmatsu. Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms, and their respective subsidiaries and affiliates. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms have any liability for each other's acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names "Deloitte," "Deloitte & Touche," "Deloitte Touche Tohmatsu," or other related names. Services are provided by the member firms or their subsidiaries or affiliates and not by the Deloitte Touche Tohmatsu Verein. @ Deloitte & Touche LLP and affiliated entities. 50EST E'dPLOYERS . IN CANADA 2008 r:'" ,t~ ~~1__ :5~,~."~s~;: Member of Oeloitte Touche Tohmatsu ATTACHMENT#L.. TO REPOl\T# (5' 6/' Df' Deloitte Deloitte & Touche LLP 1 0 2 5140 Yonge Street Suite 1700 Toronto ON M2N 6L7 Canada Tel: 416-601-6150 Fax: 416-601-6610 www.deloitte.ca October 20, 2008 Mr. Thomas Quinn Chief Administrative Officer The Corporation of the City of Pickering 1 The Esplanade Pickering ON L1 V 6K7 Mr. Gillis Paterson Director, Corporate Services and Treasurer The Corporation of the City of Pickering 1 The Esplanade Pickering ON L1 V 6K7 Dear Mr. Quinn and Mr. Paterson: Deloitte & Touche LLP ("Deloitte" or "we" or "us") is pleased to serve as your auditors for the year ending December 31,2008. Ms. Paula Jesty will be responsible for the services that we perform for The Corporation of the City of Pickering (the "City"). She will, as considered necessary, call upon other individuals with specialized knowledge, either in this office or elsewhere in our firm to assist in the performance of our services. In addition to the financial statement audit we are engaged to provide under this engagement letter, we would also be pleased to assist the City on issues as they arise throughout the year. Hence, we hope that you will call Ms. Paula Jesty whenever you believe Deloitte can be of assistance. We will perform this engagement subject to the terms and conditions set forth herein and in the accompanying appendices. Audit of financial statements Our engagement is to perform an audit of the City's consolidated financial statements for the year ending December 31, 2008 in accordance with Canadian generally accepted auditing standards ("Canadian GAAS"). In addition, we will perform a financial statement audit of the City of Pickering Public Library Board and of the City of Pickering Trust Funds. The objective ofa financial statement audit conducted in accordance with Canadian GAAS is to express an opinion on the fairness of the presentation, in all material respects, of the City's financial statements for the year ended December 31, 2008 in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Appendix A contains a description of a financial statement audit in accordance with Canadian GAAS. . . 1 03 The Corporation of the City of Pickering October 20, 2008 Page 2 Our ability to express an opinion and the wording of our opinion will, of course, be dependent on the facts and circumstances at the date of our report. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or decline to issue a report as a result of this engagement. If we are unable to complete our audit or if our auditors' report requires modification, the reasons therefore will be discussed with the Executive Committee and the City's management. Management's responsibilities Appendix B describes management's responsibilities for (1) the financial statements and the effectiveness of internal control over financial reporting, (2) the representation letter, (3) independence matters as a result of restrictions on providing certain services, (4) independence matters relating to hiring, and (5) fraud and error. Auditor communications with those having oversight responsibility for the financial reporting process In accordance with Canadian GAAS, we are required to communicate with those having oversight responsibility for the financial reporting process about various matters in connection with our audit. Appendix C describes such communications. Inclusion of Deloitte reports in documents and public oral statements or references to Deloitte in other documents and on electronic sites If the City intends to publish or otherwise reproduce in any document our report on the City's financial statements, or otherwise make reference to Deloitte in a document that contains other information in addition to the audited financial statements, thereby associating Deloitte with such document, the City agrees that its management will provide Deloitte with a draft of the document to read and obtain our written consent for the inclusion or incorporation by reference of our report, or the reference to Deloitte, in such document before the document is printed and distributed. The inclusion or incorporation by reference of our report in any such document would constitute the re-issuance of our report. Management agrees to provide adequate notice of the preparation of any such public documents. The City also agrees that it will notify us and obtain our written approval prior to including our report or financial statements with which we are associated on an electronic site. Further, it is agreed that in any electronic distribution, for example on the City's web site, management is solely responsible for the accurate and complete reproduction of our report and the subject matter on which we reported. Our engagement to perform the services described above does not constitute our agreement to be associated with any such documents published or reproduced by or on behalf of the City. Any request by the City to re-issue our report, to consent to its inclusion or incorporation by reference in an offering or other document, or to agree to its inclusion on an electronic site, will be considered based on the facts and circumstances existing at the time of such request. The estimated fees outlined herein do not include any services that would need to be performed in connection with any such required services; fees for such services (and their scope) would be subject to our mutual agreement at such time and would be described in a separate engagement letter. '104 The Corporation of the City of Pickering October 20, 2008 Page 3 Fees We estimate that our total fees for this audit will be as follows, plus applicable taxes (such as Goods and Services Tax): The Corporation of the City of Pickering (including Trust Funds) Pickering Public Library Board $61,500 $5,400 Appendix D includes circumstances affecting timing and fee estimates. Other matters This engagement letter, including the appendices attached hereto and made a part hereof, constitutes the entire agreement between the parties with respect to this engagement and supersedes all other prior and contemporaneous agreements or understandings between the parties, whether written or oral, relating to this engagement. This engagement contract will continue in force for subsequent audits unless amended by the mutual consent of ourselves and the City. If the above terms are acceptable and the services described are in accordance with your understanding, please sign the copy of this engagement letter in the space provided and return it to us. Yours truly, dJ~ cf tiw:Ae.- LLI Chartered Accountants Licensed Public Accountants Enclosure The services and terms set forth in this contract are accepted and agreed to by The Corporation of the City of Pickering: Signature Title Date 1 05 Appendix A Description of a financial statement audit in accordance with Canadian GAAS The Corporation of the City of Pickering December 31, 2008 Components of a financial statement audit A financial statement audit includes the following: . Obtaining an understanding of the entity and its environment, including internal control, sufficient to identify and assess the risks of material misstatements of the financial statements, and sufficient to design and perform further audit procedures. This understanding is not sufficient for, and should not be relied upon for, any other purpose; . Examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; . Inquiring directly of those responsible for oversight of the financial reporting process regarding their views about the risk of fraud and whether they have knowledge of any fraud or suspected fraud affecting the City; . Assessing the accounting principles used and significant estimates made by management; and . Evaluating the overall financial statement presentation. Reasonable assurance We will plan and perform the audit to obtain reasonable assurance about whether the financial statements present fairly, in all material respects, the financial position, results of operations and changes in financial position in accordance with Canadian GAAP. Accordingly, we will design our audit to provide reasonable, but not absolute, assurance of detecting material misstatements whether caused by error or fraud. It is important to recognize that there are inherent limitations in the auditing process. Material misstatements, if they exist, may not be detected because offactors such as the use of judgment, the concept of selective testing of the data underlying the financial statements, and the persuasive rather than conclusive nature of much of the evidence. Because of the nature of fraud, including attempts at concealment through collusion and forgery, an audit designed and executed in accordance with Canadian GAAS may not detect a material fraud. Furthermore, while effective internal control reduces the likelihood that misstatements will occur and remain undetected, it does not eliminate that possibility. For these reasons we cannot guarantee that fraud, error or other illegal acts, if present, will be detected. Internal control over financial reporting We obtain an understanding of internal control relevant to the audit however, not all controls are relevant to every audit. We evaluate the design of c<;mtrols relevant to the audit and determine whether they have been implemented. We are not, however, required to determine whether relevant controls are operating effectively. Although it is not required by generally accepted auditing standards, we may decide that for a particular engagement, it makes sense to rely on the effective operation of some controls in determining the substantive procedures we will perform. In this case, we would go beyond evaluating the design of relevant controls and determining whether they have been implemented, to also test whether the controls on which we intend to rely are operating effectively. Accordingly, while generally accepted auditing standards require us to report to the Executive Committee any significant weaknesses that have come to our attention, we may not be aware of all material weaknesses in internal control that do, in fact, exist. While we are not obligated to report other control matters coming to our attention we will endeavour to report to management, and if requested the Executive Committee, other control deficiencies that we believe may be of interest to management. '] 06 Appendix B Management's responsibilities The Corporation of the City of Pickering December 31, 2008 Financial statements and the effectiveness of internal control over financial reporting The preparation and overall accuracy of the financial statements and their conformity with Canadian GAAP is the responsibility of the City's management. In this regard, management has the responsibility for, among other things: 1. Establishing and maintaining effective internal control over financial reporting and informing Deloitte of weaknesses identified in the design or operation of internal control over financial reporting; 2. Informing Deloitte of any changes in the City's internal control over financial reporting that occurred during the current fiscal year that have materially affected, or are reasonably likely to materially affect, the City's internal control over financial reporting; 3. Identifying and ensuring that the City complies with the laws and regulations applicable to its activities and informing us of any known material violations of such laws or regulations; 4. Adjusting the financial statements to correct material misstatements; 5. Safeguarding assets; and 6. Making available to us complete information relating to the engagement including, but not limited to, all financial records and related data including information on the recognition, measurement and disclosure of specific items, and copies of all minutes of meetings of council, and committees of council. Representation letter We will make specific inquiries of the City's management about the representations embodied in the financial statements and internal control over financial reporting. As part of our audit procedures, we will request that management provide us with a representation letter acknowledging management's responsibility for the preparation of the financial statements and affirming management's belief that the effects of any uncorrected financial statement misstatements aggregated by us during the current audit engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. We will request that management confirm certain significant representations made to us during our audit on matters that are: 1. Directly related to items that are material, either individually or in the aggregate, to the financial statements; 2. Not directly related to items that are material to the financial statements but are significant, either individually or in the aggregate, to the engagement; and 3. Relevant to management's judgments or estimates that are material, either individually or in the aggregate, to the financial statements. The responses to inquiries and related written representations of management required by Canadian GAAS are part of the evidential matter that we will rely on as auditors in forming our opinion on the City's financial statements. Independence matters For purposes of the following two paragraphs, "Deloitte" shall mean Deloitte & Touche LLP, Deloitte Touche Tohmatsu, its member firms and the affiliates ofDeloitte & Touche LLP, Deloitte Touche Tohmatsu and its member firms. . .Appe~dh , Independence matters as a result of restrictions on providing certain services In connection with our engagement, Deloitte, management, and the Executive Committee will assume certain roles and responsibilities in an effort to assist Deloitte in maintaining independence and ensuring compliance with Canadian independence rules. Deloitte will communicate to its partners and employees that the City is an attest client. Management of the City will ensure that the City, together with its boards and other entities that comprise the City for purposes of the consolidated financial statements, has policies and procedures in place for the purpose of ensuring that neither the City nor any such board or other entity will act to engage Deloitte or accept from Deloitte any service that either has not been subjected to their pre-approval process or that under Canadian independence rules or other applicable rules would impair Deloitte's independence. All potential services are to be discussed with Ms. Paula Jesty. Independence matters relating to hiring Deloitte must assess threats to independence created when a former Deloitte partner or member of the engagement team is employed by management. In order to assist Deloitte in maintaining independence, management should notify Ms. Paula Jesty where substantive employment conversations have been had with a former or current Deloitte partner or engagement team member. Fraud and error Management is responsible for: 1. Designing and implementing programs and controls to prevent and detect fraud and error; 2. Informing us about all known or suspected fraud affecting the City involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements; 3. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the City received in communications from employees, former employees, analysts, or others; 4. Informing us of any information it might have regarding any concerns or allegations of potential errors in the selection of accounting policies or the recording of transactions affecting the City that have been communicated to it by employees, former employees, analysts, or others, whether written or oral; 5. Informing us of its assessment of the risk that the financial statements may be materially misstated as a result of fraud; and 6. Communicating its belief that the effects of any uncorrected financial statement misstatements aggregated during the audit are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. '1 08 Appendix C Auditor communications The Corporation of the City of Pickering December 31, 2008 Independence communications In accordance with Canadian GAAS, we will disclose to the Executive Committee, in writing, all relationships between Deloitte and the City and its related entities, that in our professional judgment may reasonably be thought to bear on our independence and confirm to the Executive Committee in such letter whether, in our professional judgment, we are independent of the City within the meaning of the Rules of Professional Conduct of our profession. For purposes of this paragraph, "Deloi tte'; shall mean Deloitte & Touche LLP, Deloitte Touche Tohmatsu, its member firms and the affiliates ofDeloitte & Touche LLP, Deloitte Touche Tohmatsu and its member firms. Fraud, error and illegal acts If items of the following nature come to our attention, and in our judgment need to be reported to those charged with governance, we will report them directly to the Executive Committee: 1. Any fraud that involves management; 2. Any fraud (whether caused by management or other employees) of which we become aware that has resulted or could result in a non-trivial misstatement of the financial statements; 3. Any fraud involving employees who have significant roles in internal control; 4. Uncorrected misstatements aggregated by us during the audit that were determined by management to be immaterial, both individually and in the aggregate, to the financial statements taken as a whole; 5. Questions regarding the honesty and integrity of management; 6. Matters that may cause future financial statements to be materially misstated; 7. Significant misstatements resulting from error that were corrected by management; 8. Significant weaknesses in internal control; and 9. Related party transactions that are not in the normal course of operations and which involve significant judgments made by management concerning measurement or disclosure. We will inform the appropriate level of management of the City and determine that the Executive Committee is adequately informed with respect to illegal acts that have been detected or have otherwise come to our attention in the course of our audit, unless the illegal acts are clearly inconsequential. We will inform the appropriate level of management where we have identified a misstatement resulting from an error, other than a trivial error. The matters communicated will be those that we identify during the course of our audit. Our audit would not identify all matters that may be of interest to management in discharging its responsibilities. Communication with the appropriate level of authority in the organization's management and with those charged with governance will be determined by the type and significance of the matter to be communicated. , I. 109 Appendix D Circumstances affecting timing and fee estimate The Corporation of the City of Pickering December 31, 2008 The fees quoted for the audit are based on certain assumptions. Circumstances may arise during the engagement that may significantly affect the targeted completion dates and our fee estimate. As a result, additional fees may be necessary. Such circumstances include, but are not limited to, the following: Audit facilitation I. Changes to the timing of the engagement at the City's request. Changes to the timing of the engagement usually require reassignment of personnel used by Deloitte in the performance of services hereunder. However, because it is often difficult to reassign individuals to other engagements, Deloitte may incur significant unanticipated costs. 2. All audit schedules are not ( a) provided by the City on the date requested, (b) completed in a format acceptable to Deloitte, (c) mathematically correct, or (d) in agreement with the appropriate City records (e.g., general ledger accounts). Deloitte will provide the City with a separate listing of required schedules, information requests, and the dates such items are needed. 3. Significant delays in responding to our requests for information such as reconciling variances or providing requested supporting documentation (e.g., invoices, contracts, and other documents). 4. Deterioration in the quality of the City's accounting records during the current year engagement in comparison with the prior-year engagement. 5. A completed trial balance, referenced to the supporting analyses, schedules and financial statements, is not provided timely by the City. 6. Draft financial statements with appropriate supporting documentation are not prepared accurately and timely by the City's personnel. 7. Electronic files in an appropriate format and containing the information requested are not provided by the City on the date requested for our use in performing file interrogation. Deloitte will provide the City with a separate listing of the required files and the dates the files are needed. 8. The engagement team, while performing work on the City's premises, is not provided with access to the Internet via the City's existing network or through a n, DSL, or cable connection for purposes of conducting the engagement. Significant issues or changes 9. Significant weaknesses are identified in the City's internal control that result in the expansion of our audit procedures. 10. A significant level of proposed audit adjustments is identified during our audit. 11. A significant number of drafts of the financial statements are submitted for our review or we identify a significant level of deficiencies in the draft financial statements. 12. Significant new issues or changes arise as follows: a. New accounting issues. b. Changes in accounting policies or practices from those used in prior years. c. Events or transactions not contemplated in our budgets. d. Changes in the City's financial reporting process or IT systems. e. Changes in the City's accounting personnel, their responsibilities, or their availability. f. Changes in auditing standards. g. Change in the City's use of specialists, or the specialists and / or their work product does not meet the qualifications required by Canadian GAAS for our reliance upon their work. 13. Changes in audit scope caused by events that are beyond our control. Appendix E Standard terms and conditions The Corporation of the City of Pickering December 31, 2008 , t \ 1 1 0 The following general business terms (the "Terms") apply to the engagement except as otherwise provided in the specific engagement letter agreement (the "engagement letter") between De10itte & Touche LLP ("De10itte") and The Corporation of the City of Pickering (the "Client") to which these Terms are attached. 1. Timely performance - Deloitte will not be liable for failures or delays in performance that arise from causes beyond Deloitte's control, including the untimely performance by the Client of its obligations as set out in the engagement letter. 2. Right to terminate services - If the Client terminates the engagement or requests that De10itte resign from the engagement prior to its completion, the Client will pay for time and expenses incurred by De10itte up to the termination or resignation date together with reasonable time and expenses incurred to bring the services to a close in a prompt and orderly manner. Deloitte will not be responsible for any loss, cost or expense resulting from such termination or resignation. Should the Client not fulfill its obligations set out herein or in the engagement letter, and in the absence of rectification by the Client within thirty (30) days of notification in writing by De1oitte, upon written notification Deloitte may terminate its services immediately and will not be responsible for any loss, cost or expense resulting from such early termination. 3. Fees and taxes - Any fee estimates take into account the agreed-upon level of preparation and assistance from Client personnel. De10itte undertakes to advise management of the Client on a timely basis should this preparation and assistance not be provided or should any other circumstances arise which cause actual time to exceed that estimate. The Client is responsible for the payment of any applicable federal, provincial or other goods and services or sales taxes, or any other taxes or duties, in connection with the services provided by Deloitte. 4. Expenses - In addition to professional fees, the Client will reimburse Deloitte for its reasonable out- of-pocket expenses including travel, meals and hotels incurred in connection with this engagement. 5. Billing - Invoices will be rendered periodically as agreed in advance. All invoices shall be due and payable when rendered. Interest shall be calculated at a simple daily rate of 0.0493% (equivalent to 18% per annum). Interest shall be charged and payable at this rate on any part of an invoice which remains unpaid from thirty (30) days after the invoice date to the date on which the outstanding invoice is paid. To the extent that as part of the services to be performed by De10itte as described in the engagement letter, Deloitte personnel are required to perform the services in the United States of America ("U.S. Business"), the Client and Deloitte agree to assign performance of the U.S. Business to De10itte Canada LLP, an affiliate ofDeloitte. All services performed by De10itte Canada LLP shall be performed under the direction of De10itte which shall remain responsible to the Client for such services. De10itte Canada LLP shall invoice the Client with respect to the U.S. Business and Deloitte will invoice for services performed in Canada ("Canadian Business"). Payment for U.S. Business and/or Canadian Business can be settled with one payment to Deloitte. 6. Governing law - The engagement will be governed by the laws of the Province where De1oitte's principal office performing the engagement is located and all disputes related to the engagement shall be subject to the exclusive jurisdiction of the courts of such Province. 7. Working papers - All working papers, files and other internal materials created or produced by De10itte related to the engagement are the property of De10itte. In the event that Deloitte is requested by the Client or required by subpoena or other legal process to produce its files related to this engagement in proceedings to which De10itte is not a party, the Client will reimburse De10itte for its professional time and expenses, including legal fees, incurred in dealing with such matters. De10itte will not return or provide records or information obtained in the course of the engagement to the '1 1 1 Appendix E Client if it is illegal to do so or if Deloitte is requested to withhold the records or information by law enforcement or other public or regulatory authorities (regardless of whether the engagement has been terminated). 8. Privacy - Deloitte and the Client acknowledge and agree that, during the course of this engagement, Deloitte may collect personal information about identifiable individuals ("Personal Information"), either from the Client or from third parties. The Client and Deloitte agree that Deloitte will collect, use and disclose Personal Information on behalf of the Client solely for purposes related to completing this engagement, providing services to the Client, and in a manner consistent with section 10 below. Deloitte shall not collect, use and disclose such Personal Information for Deloitte's own behalf or for its own purposes. 9. Third parties - Deloitte's engagemerit is not planned or conducted in contemplation of or for the purpose of reliance by any third party (other than the Client and any party to whom Deloitte's audit report is addressed) or with respect to any specific transaction. Therefore, items of possible interest to a third party will not be addressed and matters may exist that would be assessed differently by a third party, possibly in connection with a specific transaction. 10. Confidentiality - To the extent that, in connection with this engagement, Deloitte comes into possession of any proprietary or confidential information of the Client, (including Personal Information as defined in section 8 above), Deloitte will not disclose such information to any third party without the Client's consent, except: (a) as may be required or permitted by legal authority, the rules of professional conduct/code of ethics. (b) to the extent that such information shall have otherwise become publicly available. Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, e-mail (including e-mail exchanged via internet media) and voice mail communication of both sensitive and non-sensitive documents and other communications concerning this engagement, as well as other means of communication used or accepted by the other. 11. Survival of terms - The agreements and undertakings of the Client contained in the engagement letter, together with the appendices to the engagement letter including these Terms, will survive the completion or termination of this engagement. 12. Proportionate liability - The Client and Deloitte acknowledge where the audit is conducted pursuant to a statute governing the Client that contains proportionate liability provisions that apply to an auditor, such as the Canada Business Corporations Act, the terms of the statute shall apply to this engagement. In the event that the Client and Deloitte are not subject to such statutory provisions regarding proportionate liability, the Client agrees that in any action, claim, loss or damage arising out of the engagement, Deloitte's liability will be several and not joint and several and the Client may only claim payment from Deloitte of Deloitte' s proportionate share of the total liability based on the degree of fault of Deloitte as finally determined by a court of competent jurisdiction. 13. Client misrepresentation - Deloitte shall not be liable to the Client, and the Client releases Deloitte, for all liabilities, claims, damages, costs, charges and expenses incurred or suffered by the Client related to or in any way associated with the engagement that arise from or are based on any deliberate misstatement or omission in any material information or representation provided by or approved by any member of management of the Client, officer of the Client or member of the Council ofthe Client.