AUDIT SERVICES TECHNICAL AND

FINANCIAL PROPOSALS

FINANCIAL YEARS ENDING 31ST DECEMBER

2017, 2018 AND 2019

SUBMITTED TO
CHIMPANZEE SANCTUARY AND WILDLIFE
CONSERVATION TRUST
(CHIMPANZEE TRUST)

October 04, 2017

TABLE OF CONTENTS

PARTICULARS PAGE NO

Preamble 2

Our Understanding of the Assignment 3

Our Service Charter 5

Our Audit Approach and Methodologies 8

Our Proposed Audit Team 13

Financial Proposal 15

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1- PREAMBLE

1.1 Background
Reference is made to your request for technical and financial proposals for
audit services. First and foremost we would like to covey our thanks and
gratitude for the confidence you have demonstrated in affording us the
opportunity to provide services to your highly esteemed organisation and
be part of your success story.

Clayton and Company is a Certified Public Accounting firm registered in

Uganda in 2002. The firm is managed by highly qualified personnel. These
include the partner and other managers and consultants. We are members
of ICPAU and ACCA and registered as professional accountants by the
Institute of Certified Public Accountants of Uganda. We offer a number of
services including Accounting, Auditing, Taxation, Financial Management
and Corporate Recovery, Management Consulting, Project Proposals,
Project Reviews and Evaluations, Information Technology Consulting,
Company Secretarial Services, Human Resource Consulting including
Training, Business Evaluations and Risk Management, Grant Management
among others.

1.2 The Highlights of our proposal:

In this proposal, which is a response to your request, we highlight and

demonstrate the following:

1.2.1 Our understanding of the work; highlighting our understanding of

Chimpanzee Trust and it’s work and last but not least our understanding
of the audit assignment.

1.2.2 Our audit approach and methodologies; demonstrating the proposed

approach for this assignment, the timing of tasks and quality control
procedures.

1.2.3 Our Audit Team; highlighting for each member of the audit team the
roles in the engagement and approximate level of effort and focus.

1.2.4 The Financial Proposal; indicating the proposed fees and the basis of
charging the fees.

NB. Kindly note that our profile is forwarded as a separate document

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We want to trust that through this proposal you will find Clayton and Company a
worthwhile firm to engage for this audit assignment and we look forward to a long
term mutually beneficial partnership in your effort to achieve your goals and
objectives while serving humanity. .

THEASSIGNMENT:
2. OUR UNDERSTANDING OF THE ASSIGNMENT:

2.1 Our understanding of Chimpanzee Trust.

We understand Chimpanzee Trust as a combined national and
international initiative and a globally recognized collaborative effort,
geared towards developing and implementing a long term strategy for
conservation of Chimpanzees and their habitat.

2.2 Our understanding of the Audit Assignment:

2.2.1 The Nature and or the type of audit: We understand that this proposal
is for external annual Financial Statement audit of CHIMPANZEE TRUST for
three financial years commencing the year ending 31st December, 2017.
Our understanding is that our main responsibility is to express our opinion
by providing reasonable rather than absolute assurance that the financial
statements are free of material misstatement whether caused by error or
fraud and are presented fairly in accordance with all relevant standards,
laws and regulations.

2.2.2 Key Audit Objective:

The key objectives of this audit are:
To determine the accuracy of the financial data and financial
statements
To consider whether CHIMPANZEE TRUST follows acceptable
accounting principles and international accounting standards when
preparing financial statements.
To express an opinion on whether the financial statements are true
and fair.
To assess the strength and weaknesses of the internal control
systems and advise management of any desired improvements as
may be applicable.

2.2.3 Tasks Time Frame: To meet the above objectives, we are expected to
perform the tasks listed above and the engagement on a fixed-price basis
for a period not exceeding 6 weeks from commencement of the audit each
year.

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 We will submit a draft report within three weeks from the audit
commencement date and a final audit report within a week after approval
of the draft together with a management letter for the year following the
end of period under review.

We also do understand that we may be required to present the annual

audit report to the CHIMPANZEE TRUST Board and the Finance Committee
during its Annual meetings or Session and provide any clarifications
required by Members.

2.2.4 Key Deliverables:

Key deliverables for this audit assignment will include the following:-
Audit Report on the financial statements including an audit opinion
addressed to the Board Members/Directors.
Management letter, drawing management’s attention to internal
control weaknesses observed during the audit, and our
recommendations for improvements to close those gaps in control.

Additionally we also understand that in arriving at our opinion, we are

required to consider the following matters and to report on any in respect
of which we are not satisfied:
Whether proper accounting records have been kept by
CHIMPANZEE TRUST.
Whether CHIMPANZEE TRUST’s financial statements are in
agreement with the accounting records and returns.
Whether the financial statements have been prepared in conformity
with appropriate and acceptable accounting standards and
principles.
Whether we have obtained all information and explanations that are
considered necessary for the purpose of the audit.

We have a professional responsibility to report if the financial statements

do not comply in any material respect with the International Financial
reporting Standards (IFRSs) unless, in our opinion, the non-compliance is
justified.

2.2.5 Scope of Audit:

We will conduct the audit in accordance with International Standards on
Auditing. Those Standards require that we plan and perform the audit to
obtain reasonable assurance that the financial statements are free of
material misstatements. We also do understand that the audit must be
conducted in such a manner as considered necessary to fulfill our
responsibilities and will include such tests of transactions and of the

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 existence, ownership and valuation of assets and liabilities as may be
considered.

The audit will also include the following:

Evaluating the appropriateness of the accounting policies.
Examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.
Assessing the reasonableness of significant estimates.
Considering the appropriateness of the overall financial statement
presentation.

We also understand that we shall report to the Board any significant

weaknesses in or our observation on CHIMPANZEE TRUST’s internal
control systems which come to our notice and which we think should be
brought to the attention of the board.

2.2.6 Detection of fraud, error and non-compliance with laws and

regulations:
The responsibility for safeguarding the assets of CHIMPANZEE TRUST; the
maintenance of adequate internal controls and the prevention and
detection of frauds; error and non-compliance with the laws or regulations
rest with CHIMPANZEE TRUST Management.

Nevertheless we understand that we are required to endeavor to plan the

audit of CHIMPANZEE TRUST so that we have a reasonable expectation of
detecting material misstatements in the financial statements or accounting
records resulting from any irregularities.

2.2.7 Management Representation

We are aware that the information used by the Directors in preparing the
financial statements will invariably include facts or judgments, which may
not themselves be recorded in the accounting records. As part of the
normal audit procedures, we expect the directors or management officials
will confirm to us in writing annually such facts and judgments and any
other oral representations which will be received during the course of the
audit on matters having material effect on the financial statements.

THE SERVICE
3. OUR SERVICE CHARTER:

3.1 Focus on providing solutions

Our success is rooted in our emphasis on providing ideas, solutions and
results while building exceptional value for clients. Because so many
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 organisational issues are industry-oriented (in this case NGO sector), we
deliver services using a team approach that integrates industry knowledge
with specialist knowledge in various disciplines. As a result, our client
service approach is tailored to clients’ individual requirements so that
solutions are responsive to their needs and concerns. By specializing not
only in a function, such as audit or tax, but also in an industry, our
professionals are able to provide superior service.

3.2 Customised attention

Customized attention differentiates Clayton & Co from our competitors
especially with respect to resolving technical questions. Because we
devote more qualified and technical personnel and manage time, clients
rate us high in providing ideas and recommendations that help them run
and grow their organizations. We commit to deploy our knowledge,
expertise, and full range of resources to create and deliver value and
quality to you, in a unique and ever-evolving way.

3.3 Service Levels

Providing the highest quality service not only enables Clayton & Co to
compete for the best clients and people, it is essential for survival in
today’s environment. Our service standards and methodologies help
deliver superior levels of client service. We recognise that you operate in
an environment where your levels of customer services are continuously
measured. Similarly, we seek to develop with you a framework to
measure our service levels and the value we provide. At Clayton & Co, we
are continuously endeavoring to raise our service levels beyond our client’s
expectations, just as you do at the Chimpanzee Trust.

3.4 Determining your agenda

Our organization focus begins by understanding your company and your
strategy to take the company forward. This process helps us to
understand your current and future organization risks, which in turn helps
us to assess your current and potential operational and financial risks. We
view the audit as a company advisory relationship whereby we develop a
shared vision of Chimpanzee Trust as well as examine current and future
issues that affect your financial, operating and competitive performance.
We work with you to understand the company’s agenda. We then ensure
our approach is aligned to that agenda. We use our Service Charter to
summarise our risk assessment and to document your value expectations
and the agreed scope, style and outputs from our services. We will align
your needs and expectations to our deliverables, recognizing the risks to
which your entity is exposed. Through our mandate as the company’s
auditors and consultants, we will alert you to areas where we see financial

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 and other risks. We will also address various financial risks, examples of
which may include:
 Adequacy and compliance with International Financial Reporting
Standards
 Compliance with the governing authority’s laws, acts and regulations
for your industry
 Compliance with the corresponding regulations

3.5 Team covenant, relationship and commitment

There are certain protocols that will ensure a successful relationship
between CLAYTON & CO and Chimpanzee Trust. We will encourage
frequent communications with you to build trust and up-to-date
knowledge of the entity, as well as to transfer knowledge to your team.
We bring a personal and professional commitment to serving Chimpanzee
Trust. Clayton & Co service team will deliver services and bring creative
and reasonably priced solutions to the company. The team will be
composed of officers of the firm working under the supervision of the
partner.

3.6 Smooth transition and service with little interruption

Achieving a smooth transition and service in organisation advisory is very
important to you and to us. We will also ensure a smooth transition from
your previous or current auditors. Our core service team will meet
immediately with the company’s management to discuss the engagement
and to gather documents and other information necessary to plan the
audit. Timing of audit will be agreed with management and we will keep
you informed of our audit progress.

3.7 Benefits of our approach

Chimpanzee Trust will receive a customized, yet cost-
effective, audit service built from the ground up and
Benefits to
consistent with company’s vision and key company processes
Lugogo Baptist
and risks. Our Service levels differentiates Clayton & Co
Church
audit, that is, how we work with you to plan, conduct the
 Reduced risk audit, and develop measurement for the value you receive.
 Greater
efficiency We employ a risk based process that evolves to keep pace
 Higher value
with changes in your industry, in the economic and
 Cost
regulatory operating environment, and in strategic entity
Effectiveness
plans. Our approach is designed to achieve maximum
efficiency and effectiveness as a means to delivering value.

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 3.8 Communication
The key to providing value is determining the protocols of how we will
work together. A key protocol in working with CLAYTON & CO is
communication. At a minimum, this will include a series of discussions with
and/or reports to management with respect to each discrete area. Such
communications will describe the results of our audit procedures, our
observations, identification of best practices, if appropriate, and any
recommendations or other matters of significance that we believe require
management’s attention, as well as management’s response to those
recommendations. We will meet with the company’s management to
summarise activities and present the more significant findings and
recommendations. We also will work with the Board to define the policies
and procedures to be utilized in addressing unsatisfactory audit findings.
These will be based on the following:

 Our responsibility is to the Board on reportable conditions.

 Management’s responsibility to follow up on corrective action plans and
our involvement, if any.

Consistent with every facet of the audit, we encourage any suggestions

from the areas of special concern and ideas from the company to aid us in
presenting the most appropriate and valuable reports.

ASSIGNMENT APPROACH AND METHODOLOGY

4. OUR AUDIT APPROACH AND METHODOLOGY:

4.1 Approach and Methodology:

Our audit approach involves methodologies such as observation and

inspection, computations, analytical reviews, tests of control and also
substantive tests of balances, discussions with appropriate officers,
obtaining corroborative evidences from other sources, among others.

We shall conduct our audit so as to obtain reasonable evidence to support

our audit opinion whether the financial statements give a true and fair
view of the state of the organization’s affairs and of the operations for the
period and whether they comply with any relevant Statutes and Reporting
Requirements.

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In arriving at our opinion, we will consider and report on the following
matters:

(a) Whether proper accounting records have been kept by the organization
(b) Whether the organization’s balance sheet and operations results are in
agreement with the accounting records and returns
(c) Whether we have obtained all the information and explanations that
we think necessary for the purpose of our audit.
(d) Whether the terms and conditions of the grant agreement(s) and
donations, if any, have been complied with and whether funds received
have been reflected in the financial statements and have been used in
accordance with the terms and conditions of grant agreements and
relevant donor guidelines.
(e) Whether issues raised in the previous audits are addressed.

In addition there are certain other matters that according to circumstances

may need to be dealt with in our report. For example where financial
statements do not disclose statutory information, the statutes may require
us to disclose this in our report.

We will conduct the audit in accordance with the International Audit

Standards. Those Standards require that we obtain reasonable rather than
absolute assurance that the financial statements are free of material
misstatement whether caused by error or fraud. As you are aware there
are inherent limitations in the audit process including, for example
selective testing and the possibility of collusion or forgery may preclude
detection of material errors, fraud and illegal acts. Accordingly, a material
misstatement may remain undetected. Also an audit is not designed to
detect error or fraud that is immaterial to the financial statements.

As part of our audits we consider the organization’s internal control over

financial reporting for the purpose of determining the nature, timing and
the extent of our audit procedures and for the purposes of issuing a
separate opinion on directors’ assertions regarding the effectiveness of
internal control over financial reporting.

We will communicate any material weaknesses or the lack of any material

weakness that come to our attention during the course of our audit. We
will ensure that appropriate members of the management are informed of
fraud and illegal acts, unless they are clearly inconsequential, of which we
become aware. In addition we shall inform appropriate members of the
management of significant audit adjustments and of reportable conditions
noted during our audit. We may also communicate other opportunities we

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 observe for economies in or improved controls over the organizations
operations.

4.2 Evaluation of internal controls: We shall evaluate and comment on

internal control with regard to its existence, effectives and adequacy to
produce correct, true and fair accounts and safeguard the assets. We shall
assess the risk of various types of transactions and plan the audit
accordingly. This should form the basis for the nature of our tests and
should help the firm in designing and implementing improved procedures
for controlling activities. The scope for internal control may vary with the
nature of the activities. In general, the following areas will always be
evaluated:

Appropriateness of the strategies for process, services and product

redesign and progress towards achieving strategic goals
Appropriateness of investment/Project policy and strategies and the
financial health of the investments.
Monitoring of expenditures in the context of the budgets
Cash or bank disbursement for projects, investments and to pay for
received goods and services
Procurement procedures
Physical checks and accounting controls of inventories, stocks and
supplies
Controls surrounding computerized applications and the information
technology environment

4.3 Substantive Audit Work:

In addition to evaluating internal control, the firm shall perform
substantive testing. The nature and extent will depend on the auditor’s
risk assessments and the effectiveness of internal control. The substantive
tests shall always include the following, among others: -
Physical inspection of material inventories and fixed assets
Tests of cash and bank disbursements to ensure that these are
supported by original appropriate grant agreements, MOU and
contracts, vendor invoices and that they represent bona fide
transactions and settlement for goods and services actually
received.
Evaluation and control of employee benefits to ensure that these
are in compliance with employment contracts
Tests that the costs recorded for goods, service, salaries etc. are
reasonable (amount and nature) in relation to actual operations of
the Project and normal prices in the country.

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4.4 The Timing of Tasks (Audit Execution and Report Writing). As
indicated above our audit approach is a risk based approach and so it’s
very much dependent on the risk profile of the client being audited. In this
case, the procedures and tests or tasks that will be carried out and their
sequences will depend on our risk assessment of CHIMPANZEE TRUST. In
view of this, in broad terms under normal circumstances, the proposed
timing of tasks will generally be as follows:

Planning the Audit: which will involve gaining understanding of the

business, accounting standards and methods, accounting systems
and internal control; assessing risks, determining materiality and
developing the audit plan. Documents that will be reviewed to gain
knowledge of the business will include but not limited to: Previously
issued audited or unaudited financial statements, Strategic Plans,
Budgets, Monthly operating reports, Grant Agreements, Evaluation
Reports, Examination Reports and correspondences from
regulatory institutions, Procedure manuals, Job descriptions, Flow
Charts. Audit planning will involve an inception meeting with the
Management of CHIMPANZEE TRUST.

Obtaining the Audit Evidence on key account balances: which will

involve identifying errors, business & audit risks; performing tests
of control & substantive procedures; obtaining management
representations with the ultimate aim of validating management
assertions in the financial statement like completeness, recording
(measurement), validity (existence, rights & obligations), cutoff
(occurrence); validation and presentation as well as identify key
account balances for the nature of the business. These should
ideally take a week if we have sufficient corporation from
management and staffs.

Audit Exit Meeting: Having completed the process of obtaining audit

evidence which marks the end of the audit field work, we will then
arrange for an exit meeting with the management of the client. In
this meeting we will bring to the attention of management an
overview of our audit findings, significant issues that came to our
attention during the audit that needs to be brought to the attention
of management, seek clarity and explanations on pertinent issues
of concern and update management on the way forward. Under
normal circumstances, and with full co-operation of your
management and staffs, we should be able to complete the audit
field work within a maximum two weeks of commencement. This is
based on the assumption that your record keeping, maintenance of

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 books of accounts, provision of information etc. are efficient and
effective.

Writing and issuance of Audit Report and Management Letter: Draft

Audit Report and Management Letter will be issued within 2 weeks
after the exit meeting.

Client Management Response on both Draft Audit Report and Draft

Management Report: We expect management to give their
responses within a maximum of two weeks after receiving the draft
reports.

Review of Management Responses, making any necessary

adjustments and Issuance of Final Audit Report and Management
Letter: We shall issue the final audit report and management letter
within a maximum of 1 week after receiving management
responses.

A typical timetable would be as indicated below.

Continuum of Activities Week Week

1 2
Planning
Hold client opening meeting X
Review and update our understanding of the entity X
Prepare Audit Planning Memorandum X
Understand and evaluate significant sources of X
information
Perform risk assessment X

Execution
Execute the audit programs comprehensively X X

Carry out analytical and other general reviews X

Draw overall audit conclusions X
Hold client closing meeting X

Completion (Week 3)
Prepare draft financial statements and management letter
Submit draft financial statements and Management letter

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 for review and approval
Review and discuss the draft reports with management
Perform post balance sheet review
Prepare and issue final reports

Given our systematic and thorough approach to audit, we trust that we will be able
to give you a top notch quality service with the efficiency and effectiveness that will
surely exceed your expectations.

CLAYTON & COMPANY TEAM:

5. THE PROPOSED AUDIT TEAM
The proposed audit team will include Clayton Mwaka as the Audit Partner, Ainamaani
Taremwa as the Audit Senior, Lydia Muzito as the Audit Semi-Senior, and 1 Audit
Supervisor.

A brief description of the qualifications and areas of expertise, roles and approximate
levels of focus and efforts in the engagement for each of the key team member are
given below.

5.1 CLAYTON W.L. MWAKA – THE AUDIT PARTNER

Qualifications: B.Com (Accounting) - MUK, FCCA, CPA (U)

Experience: Over 25 years working locally and internationally in areas of

auditing, accounting, finance staff development, general administration
and management. 8 years in general business consultancy in various
aspects. Working knowledge of Microsoft Excel, Word and accounting
packages such as 400, Pastel, SAGE, and QuickBooks.

Role in the Audit Assignment: Clayton reviews the assignment plans

developed by the team and also carries out the final review of the files
and deliverables to ensure that key concern and risk areas are adequately
addressed. He briefs the team on the approach and risk areas in the
assignment, and also remotely monitors and supervises the team. On a
needs basis, Clayton carries out field visits to discuss matters arising and
to ensure the quality of the audit is in line with our firms’ standards. He
also reviews working papers and the deliverables before finally releasing
the report.

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5.2 TAREMWA AINAMAANI: AUDIT SENIOR

Qualification: (B.Com - Hons, Makerere University, CPA III)

Experience: Taremwa has a three-year external audit and accounting

experience. Before joining Clayton and Company, he previously served
with Shore Partners Certified Public Accountants as an auditor, and with
Africa Renewal University in finance and accounts. . His experience in
accounting and auditing is a steadily growing curve with tested results. He
is also a trained leader with great people skills under Amagara Bible
Institute of discipleship and evangelism. Taremwa holds a Bachelor of
Commerce degree majoring in accounting from Makerere University and is
a Level III candidate of Certified Public Accountant Course under the
Institute of Certified Public Accountants of Uganda.

Role in the Audit Assignment: Taremwa is involved in planning and also

supervision of field work, including ensuring complete audit coverage and
documentation, handling assignment risk aspects, liaising with the partner
on technical issues, quality control and other responsibilities such as
holding meetings together with the audit team, with client management.

5.3 LYDIA MUZITO – AUDIT SEMI-SENIOR

Qualification: (BBA – Hons, CPA (U) Finalist)

Experience: Lydia has 5 years of experience in audit and management

consultations for various organizations in different sectors of the economy
and she is an astute audit supervisor.

Role in the Audit Assignment: Lydia manages the entire field audit process
and drafting of reports in consultation and liaison with the audit director
and the audit partner. She supervises and reviews the work of the Audit
Assistants.

5.4 ENOCH MUGODA – AUDIT SUPERVISOR:

Qualification: (B.Com, CPA Level III)

Experience: Enoch is an astute Audit Supervisor with three years working

experience in financial management, people management, business and
skills development, with two years of external audit at Clayton and
Company. Before joining the firm, he served as an Enrolment Officer in
the ministry of Internal Affairs; a Hospital Administrator at Bethany
Women and Family Hospital and as a director of a SACCO. He is a trained

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 Leader under Compassion International Leadership Training Programme
and Transforming Nations Alliance. He holds a Bachelor’s degree in
Commerce majoring in accounting from Makerere University Kampala and
is a Level III student of Certified Public Accountant Course under the
Institute of Certified Public Accountants of Uganda (ICPAU).

Role in the Audit Assignment: Enoch is involved in the execution of various

audit programs and also assisting with drafting reports as required. He
also supervises audit assistants.

It’s however significant to note that if, in the most unlikely event that we
cannot, due to reasons beyond our control constitute the exact team
members for this assignment, the firm will reserve the right to constitute
another team with an equivalent or superior competence profile.

6– FINANCIAL PROPOSAL:

Our philosophy with regard to fees is based upon the mutual satisfaction of both
parties and is to provide Chimpanzee Trust with superior value for money. This
means attentive, professional service, at fair and competitive rates. We strive to
keep our fees at the most sensible level and yet without compromising the
highest professional standards. Our people search constantly for new techniques
to make our engagements more efficient, more economical and less disruptive
for our clients. We plan each engagement carefully, and will work with you to
coordinate our activities so that we can complete the engagement on a timely
basis at a reasonable rate.

Our professional fees, which are at fair and competitive rates, are based on
factors such as the turnover and volume of transactions, level of record keeping,
accounting systems used, availability of draft financial statements, the expertise
required to carry out the assignment, the time spent, among others. We are
therefore proposing a minimal fee of UGX 20,000,000 (Shillings Twenty
million only) VAT inclusive for the three years’ audit. We are required by
law to charge 18% VAT on our fees. The fee also takes care of our
disbursements for incidental costs associated with the exercise. This
appropriate portion of this fee shall be payable in two instalments for each year -
60% at commencement of the audit and the balance of 40 % after submission of
final reports.

Our estimated fees and schedule of performance are based upon several things.
Should our assumptions with respect to these matters be incorrect or should the
conditions of the records, degree of co-operation, or other matters beyond our
reasonable control require additional commitments by us beyond those upon
which our estimated fees are based, we may adjust our fees and planned

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 completion dates. In addition, fees for any specialized work, research and /or
consultation on special business or financial issues, will be billed separately from
the audit fee referred to above and may be the subject of written arrangements
supplemental to those in this proposal.

In the event that we are requested or authorized by the statute or are required
by government regulation, subpoena, or other legal process to produce our
documents or our personnel as witness with respect to our engagement with
you, your organization will, so long as we are not a party to the proceeding in
which information is sought, reimburse us for our professional time and
expenses, as well as the fees and expenses of our counsel, incurred in
responding to such requests.

Clayton and Company CPA

Kampala – Uganda

October 04, 2017

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