Independence Confirmation Affidavit For Managers 2019

Exit Compliance Confirmation regarding Independence and Other Policies
For Managers
(Includes Assistant Manager (or Senior Consultant) till Senior Manager (or Associate
Directors))
Overview
All KPMG partners and employees are required to read and comply with KPMG's Global Code of
Conduct and the Firm's policies relative to Independence and Professional Conduct
Instructions
The Exit Compliance Confirmation is required to be completed by all partners and staff and you will
be requested to respond to a series of assertions regarding your compliance with Firm policies and
rules of other regulatory agencies on Independence as they apply to you. You should apply
particular care in accurately responding to these assertions.
Complete the following confirmation and submit completed questionnaire at the time of your Exit
Interview to the HR representative. Indicate your answers by including “X” to applicable response
after every question.
Confirmation Period
For the period since you last signed this confirmation as an annual requirement/joining formality till
your last date with the firm.
Resources
• KPMG Global Quality & Risk Management Manual

• KPMG Lower Gulf Intranet
• KPMG Independence Compliance System (KICS)
• KPMG Publicly Held Audit Client (PHAC) List
• KPMG LG Policies and Procedures
If you have any questions about the Exit Compliance Confirmation Program, in general, or this
application, in particular, please contact Risk Helpdesk.
Class Verification
This confirmation applies to KPMG, KPMG LLP and KPMG Lower Gulf Limited member firms
(UAE and Oman) which are collectively referred as ‘KPMG’ and 'the firm' in this document.
KPMG ('the Firm') Human Resource records indicate that you were a Manager/Assistant Manager
of the Firm during the Confirmation Period. If you were not a manager wherein the term "manager"
includes assistant manager or equivalent and senior managers during this period, please contact HR
In completing this confirmation, please be sure that you read carefully and understand all of the
assertions, and that your response to each assertion is accurate and complete, to the best of your
knowledge and belief.
Assertions
Following are a series of summary statements and, also in many cases, electronic links to additional
information on Firm independence policies in specific areas. Each summary statement is followed by
an assertion with respect to the specific area of independence.
NOTES: Pronouns "I" and "my" include myself AND members of my immediate family (spouse,
spousal equivalent, and dependents).
If you have any exception to report for any of the policies listed below, please use the last page of this
confirmation to declare such exception. Additional page(s) can also be attached to declare any such
For internal use only © 2019 KPMG, KPMG LLP and KPMG Lower Gulf Limited, registered in the UAE and a member firm of the KPMG network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity. All rights reserved
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exception, should the last page not suffice
Insider Trading
KPMG personnel and member firms shall not:

1. Engage (directly or indirectly) in insider trading, misuse inside information or be involved in any
other behaviour that may create a misleading impression as to securities or otherwise manipulate
or distort the market; or
2. Require, request, assist or encourage any other person to engage in any of the conduct described in
(1) above, even if such conduct is legal or permitted under applicable law.
In order to avoid the appearance of insider trading, KPMG personnel shall not buy or sell the
securities of any client during the period they are providing services to that client.
For a detailed description of firm policy, including examples of “inside information” and what would
constitute its misuse, please refer to Global Quality &Risk Management Manual – Policy 5.6.5.
Any KPMG personnel who suspects insider trading, misuse of inside information or any other
behavior which may create a misleading impression or otherwise manipulate or distort the market is
required to report it in accordance with Global Quality & Risk Management Manual – Policy 5.6.3
(Report Breaches of KPMG Policy by a KPMG Member Firm or Personnel).
Throughout the Confirmation Period, I was in compliance with firm policies related to insider
trading.
True False
KPMG Independence Compliance System (KICS)
Managers are required to enter all investment transactions (including those of the immediate family
members) into the KICS Tracking System within 14 days of the acquisition or disposal of the
investment.
Please note that Reportable investments are not limited to shares or stock and may include securities
as shares of a corporation, bonds or debentures of a corporation, notes or other advances, partnership
interests, rights, warrants or options, trusts, and units in mutual funds (fund family).
Throughout the Confirmation Period, I have entered all investments into the KICS Tracking
System in accordance with the above requirement and my KICS Portfolio includes all
investments as of my last working day with KPMG.
True False
Independence Requirements
I understand that the ethics and independence policies listed herein are not all inclusive. Accordingly,
I have considered the referenced ethics and independence literature as necessary prior to completing
this confirmation.
I understand the following:
a) The independence rules contained in of the KPMG Global Quality & Risk Management Manual
and the independence rules set by LG Risk Management, whichever is more restrictive, are always
applicable.
b) A Covered person is defined as:
• a member of the audit team;
• a partner located in the office in which the Lead Audit Engagement Partner (LAEP) primarily
practices in connection with an audit
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• a partner or managerial employee who provides ten or more hours of non-audit services to the
audit client; and the immediate family of any of the above.
Page 3 of 11
c) The independence policies applicable to U.S. Securities and Exchange Commission audit clients
(SEC audit clients), their subsidiaries and affiliates; referred work for subsidiaries of U.S. companies;
and when an audit is performed in accordance with auditing standards generally accepted in the U.S.
('US GAAS') are summarized in Chapter 20 of the KPMG Global Quality & Risk Management
Manual.
I confirm that I understand the policies stated above to the extent that such policies are
applicable to me. *
Financial Interests
Firm independence policies require that all individuals (which includes immediate family members)
with respect to an audit client may not hold, or be committed to acquire, any direct or material indirect
financial interest in that audit client
Note :- This assertion also includes immediate family (spouse, spouse equivalent and dependents)
For a detailed description of Firm policy and the SEC rules regarding financial interests, please refer
to the KPMG Global Quality & Risk Management Manual - Chapter 6.2 and Chapter 20.2.1, 20.2.3
(SEC).
I was in compliance with Firm independence policies regarding any direct or material indirect
financial interest in an audit client of any KPMG member firm during the Confirmation Period.
True False
Financial Interests - Trustee
Firm independence policies prohibit a manager from holding, as a trustee, a direct or material indirect
financial interest in an audit client for which they are a member of the audit team, unless all of the
following statements are true:
• the manager (including their immediate family) or a KPMG member firm is not the beneficiary of
the trust;
• the financial interest in the audit client held by the trust is not material to the trust;
• the trust is not able to exercise significant influence over the audit client; and
• the manager or a KPMG member firm does not have significant influence over any investment
decision involving a financial interest in the audit client.
For a detailed description of Firm policy and the SEC rules regarding financial interests or material
indirect financial interests held as a trustee, please refer to the KPMG Global Quality & Risk
Management Manual – Chapter 6.2.6 and Chapter 20.2.2 (SEC).
I was in compliance with the Firm independence policies regarding financial interests held as a
trustee during the Confirmation Period. *
True False
Financial Interests - Ventures
SEC independence rules prohibit covered persons from having direct financial interests or material
indirect financial interests in any venture or entity that has entered into, or proposes to enter into,
significant business relationships (e.g. investments or other relationships that create significant
influence) with prohibited persons or restricted entities.
Page 4 of 11
Firm independence policies prohibit KPMG professionals from having material financial interests in
an entity where a non-SEC audit client (or director, officer or controlling owner thereof) for which the
partner or staff member is a member of the audit team, also has a material investment in the entity or
can exercise significant influence over the entity.
Note :-This assertion also includes immediate family (spouse, spouse equivalent and dependents)
For a detailed description of Firm policy and the SEC rules regarding direct financial interests or
material indirect financial interests held as a joint venture, please refer to KPMG Global Quality &
Risk Management Manual -Chapter 6.4.1, Chapter 7.4.1 and Chapter 20.5.2 (SEC)
I was in compliance with Firm independence policies regarding financial interests in ventures
and other entities during the Confirmation Period. *
True False
Business Relationships
The SEC's independence rules prohibit the firm or the covered person from having direct or material
indirect business relationships with an SEC audit client or with individuals associated with the client
in a decision-making capacity (associated persons include the audit client's directors, officers and
substantial shareholders (5% or more)) other than those relationships where the Firm or covered
person provides professional services to the audit client or is a consumer in the ordinary course of
business.
For non-SEC audit clients Firm policies prohibit the Firm or any member of the audit team from
having a close business relationship with an audit client (or director, officer or controlling owner
thereof), unless such financial interest is immaterial to the audit team member and the relationship is
clearly insignificant to the audit team member and the audit client (or director, officer or controlling
owner thereof).
For a detailed description of Firm policy and the SEC rules regarding business relationships, please
refer to the KPMG Global Quality & Risk Management Manual - Chapter 6.4.1, 6.4.2 and Chapter
20.5.1 (SEC).
I was in compliance with Firm independence policies regarding business relationships during
the Confirmation Period. *
True False
Loans
Firm independence policies’ prohibits covered persons on an audit client from having the following:
• loans from, or guarantees thereof by, an audit client that is a bank or similar institution, unless the
loan is made under normal lending procedures, terms and requirements. Examples of such loans
include home mortgages, bank overdrafts, car loans and credit card balances; or
• loans from, or borrowings guaranteed by, an audit client that is not a bank or similar institution; or
• loans to, or guarantees of, an audit client's borrowing that is also not a bank or similar institution.
Firm independence policies prohibit covered persons on an SEC audit client from having any loan to
or from (i) the SEC audit client, (ii) any officer or director of the SEC audit client or (iii) any
shareholder owning 10 percent or more of the SEC audit client's outstanding equity securities or other
ownership interests except for, permitted loans and grandfathered loans.
Non-covered persons are permitted to hold any of the above loans without impairing independence.
Page 5 of 11
For a detailed description of Firm policy and the SEC rules regarding loans, please refer to the KPMG
Global Quality & Risk Management Manual -Chapter 6.3.1, 6.3.2 and Chapter 20.3.1 (SEC).
I was in compliance with Firm independence policies regarding loans during the Confirmation
Period
True False
Credit Cards
You are permitted to have credit cards (including cash advance and overdraft protection arrangements
tied to a credit card) from an audit client, provided there is no overdue balance on the card. There are
certain conditions if Credit Card is availed from an SEC audit client
For a detailed description of Firm policy and the SEC rules regarding credit cards, please refer to the
KPMG Global Quality & Risk Management Manual - Chapter 20.3.5 (SEC).
I was in compliance with Firm independence policies regarding credit cards during the
Confirmation Period. *
True False
Savings and Cheque Accounts
Firm independence policies prohibit covered persons on an audit client from having deposits with the
audit client, unless the audit client is a bank or similar institution.
Covered persons on an SEC audit client are prohibited from having any depository account balance
with the SEC audit client bank, savings and loan or other financial institution in excess of insured
limits. (if the insurance program is not substantially equivalent to the US FDIC insurance program
(e.g. Government sponsored) the account is not permitted).
Please note that there is no deposit insurance scheme equivalent to FDIC in the UAE. The
maximum amount for which deposit insurance is available in Oman is RO 20000 (applies to the
balance at any point of time during the period covered by this confirmation)
Non-covered persons are permitted to have depository account balances without impairing
independence.
For a detailed description of Firm policy and the SEC rules regarding savings and cheque accounts,
please refer to the KPMG Global Quality & Risk Management Manual -Chapter 6.3.3 and Chapter
20.3.3 (SEC).
I was in compliance with Firm independence policies regarding savings and cheque accounts
during the Confirmation Period. *
True False
Brokerage Accounts
Firm independence policies prohibit covered persons on an audit client from having brokerage
accounts with the audit client, unless the audit client is a bank, broker or similar institution.
Covered persons on an SEC audit client are permitted to have brokerage accounts with the SEC audit
Page 6 of 11
client if the cash and securities in the account do not exceed the insured limit (if the insurance
program is not substantially equivalent to the US SIPC insurance program (e.g. Government
sponsored) the account is not permitted).
Please note that there is no deposit insurance scheme equivalent to FDIC in the UAE. The
maximum amount for which deposit insurance is available in Oman is RO 20000 (applies to the
balance at any point of time during the period covered by this confirmation)
Futures commission merchant accounts (including any futures, commodity, or similar account
maintained with a futures commission merchant) with an SEC audit client are not permitted for
covered persons.
Non-covered persons are permitted to have brokerage accounts or futures commission merchant
accounts without impairing independence.
For a detailed description of Firm policy and the SEC rules regarding brokerage accounts, please refer
to the KPMG Global Quality & Risk Management Manual - Chapter 6.3.3 and Chapter 20.3.4 (SEC).
I was in compliance with Firm independence policies regarding brokerage accounts during the
True False
Margin Loans from Broker-Dealers
Covered persons on an audit client broker-dealer are prohibited from having margin loans with the
audit client broker-dealer, including any of its affiliates. Non-covered persons are permitted to have
margin loans without impairing independence.
For a detailed description of Firm policy and the SEC rules regarding margin loans, please refer to the
KPMG Global Quality & Risk Management Manual - Chapter 20.3.4 (SEC).
I was in compliance with Firm independence policies regarding margin loans from broker-
dealers during the Confirmation Period. *
True False
Insurance Products
Subject to certain grandfathering provisions, covered persons on an SEC audit client are prohibited
from holding any individual insurance policy issued by the SEC audit client insurer or any insurance
company affiliates. Non-covered persons are permitted to hold insurance policies without impairing
independence.
For a detailed description of Firm policy and the SEC rules regarding insurance products, please refer
to the KPMG Global Quality & Risk Management Manual - Chapter 20.4.1 (SEC).
I was in compliance with Firm independence policies regarding individual insurance policies
True False
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Insurance Products that Include Investment Components
Variable life, variable annuity, and similar contracts (including but not limited to certain retirement
accounts or pension schemes) issued by insurance companies function as investment vehicles.
Although the details of this type of insurance vary widely, the key feature of them is that a portion of
the premium is allocated to a separate account comprised of various investment funds chosen by the
policy holder.
Firm independence policies require application of the financial interest restrictions (see questions 4
through 6 ) to the underlying investments of such policies, contracts or products. Covered persons are
prohibited from holding variable life and variable annuity contracts issued by an SEC audit client.
These contracts cannot be grandfathered and must be either disposed of, or converted to a fixed
annuity, prior to becoming a covered person.
Covered persons may hold variable life and variable annuity and similar contracts issued by a non-
SEC audit client. However, the investments are subject to Firm policy for investments.
For a detailed description of Firm policy and the SEC rules regarding insurance products – variable
life/variable annuity, please refer to the KPMG Global Quality & Risk Management Manual - Chapter
20.4.1 and 20.4.2 (SEC).
I was in compliance with Firm independence policies regarding variable life and variable
annuity contracts during the Confirmation Period. *
True False
Employment - Relationships
Covered Persons may not have an immediate family member serve as a director, an officer or an
employee of the audit client in a position to exert direct and significant influence over the subject
matter of the audit engagement.
Other family and personal relationships (including positions held by close family members) may
create independence threats and require safeguards to be implemented.
Covered persons on an SEC audit client may not have a close family member in an accounting role or
a financial reporting oversight role with the SEC audit client or its material affiliates.
For a detailed description of Firm policy and the SEC rules regarding employment relationships, please
refer to the KPMG Global Quality & Risk Management Manual - Chapter 6.5 and Chapter 20.6
(SEC).
I was in compliance with Firm independence policies regarding employment of family members
and personal relationships during the Confirmation Period. *
True False
Employment - Conversations
All professionals providing services to an audit client are required to promptly report to the Firm's
Ethics and Independence Partner any conversations or contacts between themselves and that audit
client regarding possible employment.
Page 8 of 11
For a detailed description of Firm policy and the SEC rules regarding employment conversations,
please refer to the KPMG Global Quality & Risk Management Manual -Chapter 6.6.1 and Chapter
20.7.1 (SEC).
I was in compliance with Firm independence policies regarding notifying the Ethics and
Independence Partner, if required, during the Confirmation Period. *
True False
Employment - Prohibited Roles
KPMG professionals are not permitted to serve as an officer or director of any non KPMG entity
except:
• Not-for-profit and charitable organizations or those established for the KPMG professional's
personal family reasons; and
• Appointments made in the normal course of conducting insolvency engagements.
In all cases, the entity cannot be an audit client of KPMG.

KPMG professionals who serve as officers or board members for an unrestricted not-for-profit entity
need to be careful to apply any personal independence rules that apply to them to their activities
performed as a board member or officer.
For a detailed description of Firm policy and the SEC rules regarding prohibited roles, please refer to
the KPMG Global Quality & Risk Management Manual - Chapter 5.9.4.
I was in compliance with Firm independence policies regarding prohibited roles during the
True False
Personal Commercial Activities outside KPMG
KPMG personnel are not permitted to be employed by, or engaged on their own behalf in the business
of, any audit or assurance client of any KPMG member firm.
Further, KPMG personnel are not permitted to be employed, engaged, or involved in any trade,
business or profession external to the business of KPMG, except with the prior written consent of
their KPMG member firm. Examples of such activities would include undertaking personal tax
services, bookkeeping services, IT consulting or the operating of a real estate entity.
For a detailed description of firm policy regarding personal activities, please refer to KPMG Global
Quality & Risk Management Manual – Chapter 5.9
Please note: Activities for the purposes of this question do not include charitable or community
activities which are covered by policy 5.9.2 of the KPMG Global Quality & Risk Management
Manual.
I was in compliance with the applicable firm policies regarding personal commercial activities
True False
Employment - Recent Service with Audit Clients
For audit clients, to have a former officer, director or employee of the audit client serve as a member
of the audit team may create self-interest, self-review or familiarity threats.
If, during the period covered by the audit report, a member of the audit team had served as an officer
or director of the audit client, or had been an employee in a position to exert direct and significant
Page 8 of 11
influence over the subject matter of the audit engagement, the threat created would be so significant
no safeguard could reduce the threat to an acceptable level. Consequently, such individuals should not
be assigned to the audit team.
For a detailed description of firm policy and the SEC rules regarding recent service with audit clients,
please refer to the KPMG Global Quality & Risk Management Manual – Chapter 6.7.1 and Chapter
20.8.1 (SEC).
I was in compliance with the applicable firm policies regarding recent service with audit clients
True False
Reporting of Breaches of Ethics and Independence
KPMG personnel are required to promptly report breaches or suspected breaches relating to ethics and
independence matters to the Ethics and Independence Partner.
Click here to view "Reporting Policy and Procedure" for LG firm.
For a detailed description of the firm policy regarding reporting of Ethics and Independence breaches,
please refer to Global Quality & Risk Management Manual - Policy 5.6.3.
I was in compliance with the applicable firm policies regarding the reporting of breaches or
suspected breaches relating to ethics and independence matters to Ethics and Independence
Partner during the Confirmation Period. *
True False
Code of Conduct
The KPMG Global Code of Conduct (Global Code) describes the principles and standards of ethical
conduct that KPMG requires around the world. For further details on the Global Code please refer to
KPMG Lower Gulf Intranet.
I have read KPMG's code of conduct and conducted myself in accordance with it, acting with
integrity, objectivity, and scepticism, being free of conflicts of interest and bringing to all
professional relationships an unbiased state of mind. *
True False
Confidential KPMG and Client Information

Firm policy requires KPMG personnel and KPMG Firms to respect the confidentiality of information
acquired in the course of providing professional services and use and disclose such information only
for authorized purposes.
For further details regarding the Firm's policy on confidentiality please refer to the KPMG Global
Quality & Risk Management Manual –Chapter 5.4.
I have maintained the strictest confidentiality with regards to KPMG, client, and former client
information, as well as information of non-clients that is known to be confidential, including
price-sensitive information in relation to the securities of a client or former client or third party
that is NOT generally available to the public. *
True False
Page 9 of 11
Associating KPMG with Other Activities

I have been alert and vigilant in avoiding association of KPMG with other activities that can
present risk to the firm, including but not limited to any personal activities that could associate
KPMG with an entity (sometimes called an 'associated entity') in which I, or any of my
immediate family members, have an ownership interest, a beneficial interest, or any operational
control of, especially entities that are in the business of providing professionals services to
KPMG clients or that have business relationships with such clients. *
True False
Data Privacy
I confirm that I am aware of KPMG's policy regarding Protection and Privacy of Personal Data
and confirm that it is my responsibility to comply with the policy.*
True False
General
KPMG Professionals are required to comply with the Firm's policies relating to independence and,
where applicable, the rules of external regulators. Each professional is responsible for maintaining his
or her independence. Additional independence requirements for which KPMG professionals must
comply with, including provisions with respect to assurance engagements other than audit, are
included in Chapter 5, 6, 7, 8, 9, 11 and Chapter 20 (SEC) of the KPMG Global Quality & Risk
Management Manual.
I am familiar with all of the Firm's policies relative to independence, including those listed
above and, where applicable to me, the independence rules of external regulators (SCA and
CMA for UAE and Oman respectively). Except for those instances, if any, where a response of
"False" to any of the foregoing assertions may indicate a violation, I have maintained my
independence in accordance with Firm policies and the applicable rules of external regulators. *
True False
Compliance Confirmation
I certify that the above responses are correct to the best of my knowledge and belief for the
Confirmation Period *
Kushagra Agarwal 28 June 2022

(Full Name) (Date)
India Bangalore
(Country) (Office)
Submission of Acknowledgement and Responses

You have rendered acknowledgements with respect to the Firm's Code of Conduct and provided
responses to all Independence assertions in connection with the Exit Compliance Confirmation.
In the process, you have considered all client assignments and all financial, business and employment
relationships (including relationships of your immediate family members and close family members)
during the Confirmation Period.
Details of exceptions:
I have listed below details of all exceptions to the policies and the actions taken to address these
exceptions (or provide an attachment):
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Exit Compliance Confirmation regarding Independence and Other Policies

• KPMG Global Quality & Risk Management Manual

KPMG personnel and member firms shall not:

KPMG Independence Compliance System (KICS)

Financial Interests - Trustee

Financial Interests - Ventures

Savings and Cheque Accounts

Margin Loans from Broker-Dealers

Insurance Products that Include Investment Components

Employment - Prohibited Roles

In all cases, the entity cannot be an audit client of KPMG.

Personal Commercial Activities outside KPMG

Employment - Recent Service with Audit Clients

Reporting of Breaches of Ethics and Independence

Click here to view "Reporting Policy and Procedure" for LG firm.

Confidential KPMG and Client Information

Associating KPMG with Other Activities

Kushagra Agarwal 28 June 2022

Submission of Acknowledgement and Responses

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