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Our System of Audit Quality ControlsOur Systemof AuditQuality ControlsFebruary 2016kpmg.bmPage b

This document describes KPMG inBermuda’s organisational structure withregard to Audit Quality Control and sets outthe KPMG System of Quality Controls thatapplies to the audits of our clients, includingour SEC issuer clients and their subsidiaries.Page c

ContentsOur Quality Statement 1Our Internal Quality Control Systems and ProceduresBackground and OrganisationRisk Management and Quality Control StructureRisk Management Working GroupEthics and Independence TeamCompliance Senior Manager2Audit Quality Control Elements 4Independence, Integrity, Ethics, and ObjectivityIndependence MonitoringApproval of Audit and Non-Audit ServicesRotation of Senior Audit PersonnelPost-Employment PoliciesEthics and IntegrityObjectivityClient ConfidentialityHuman ResourcesRecruitment and HiringDetermining Capabilities and CompetenciesAssignment of Engagement TeamsPerformance Evaluation and CompensationDevelopment and TrainingProspective Client Evaluation ProcessContinuance ProcessEngagement Performance 11The KPMG AuditSupervision, Review and Support for the Engagement TeamEngagement Quality Control ReviewIntegrity, Accessibility and Retrievability of Engagement DocumentationRetention of Engagement DocumentationConsultation and Differences of OpinionMonitoringInternal Inspection ProcessesCompliance TestingGlobal Compliance ReviewsRegulatory External ReviewsExternal Peer ReviewConclusion 15Page d

Our System of Audit Quality ControlsOur Quality StatementIndependent, quality work is the most important factor in serving the publicinterest and it is critical to retaining the confidence of our constituents.For more than fifty years, KPMG in Bermuda has providedits clients with independent, quality audit work, earning areputation for independence, integrity, ethical behaviour andobjectivity. This is due in large part to our highly developedsystem of quality controls, which has been critical to oursuccess.The key components of KPMG in Bermuda’s quality controlsystem are: Our Code of Conduct, which defines the values andstandards by which KPMG in Bermuda does business; Documented risk management and quality control policiesand procedures; Technical guidance and support on complex accountingand audit issues that cannot be resolved within the firm isavailable through resources which include access to theDepartment of Professional Practice within the KPMGmember firm in the USA or the International FinancialReporting Group based in London; The oversight of professional performance, includingengagement quality control reviews, and our internal QualityPerformance Review Programme, which provides for thereview of audit work for quality and compliance with KPMGand professional standards; Independence policies supported by integrated, web-basedsystems that help our professionals maintain and monitortheir compliance with independence requirements; Developed methodologies, manuals and training courses tosupport the delivery of our audit services; The appointment of the Head of Risk Management whois responsible for risk and regulatory matters and theappointment of a Risk Management Working Group thatmonitors developments and provides guidance to all staffPage 1with regard to risk management, ethics and independence,and professional policies and procedures; The appointment of the Head of Ethics and Independencewho is responsible for ethics and independence matters.The appointment of an Audit Manager to assist in themonitoring of policies and procedures concerning ethicsand independence; and The appointment of a Compliance Senior Manager whoreports to the firm’s Head of Risk Management and whotests the firm’s compliance with its stated policies andprocedures on an ongoing basis.

Our System of Audit Quality ControlsOur Internal Quality ControlSystems and ProceduresKPMG in Bermuda maintains a system of quality control for itsaudit practice that is designed to meet or exceed the requirementsof Bermuda law, the rules of the Chartered ProfessionalAccountants of Bermuda (CPA Bermuda), International Federationof Accountants (IFAC), and the rules and standards issued by thePublic Company Accounting Oversight Board (PCAOB) and theAmerican Institute of Certified Public Accountants (AICPA).Key contact:Background and OrganisationKPMG’s system of quality control applicable to its audit practice, encompasses thefollowing elements: Leadership responsibilities for quality within the firm (“tone at the top”); Engagement performance; Relevant ethical requirements; Human resources;Jay SmithSenior Manager, Compliance 1 441 294 2631jaysmith@kpmg.bm Acceptance and continuance of client relationships and engagements; and Monitoring of audit quality.Our Head of Audit, who reports directly to our firm’s Chairman, has responsibility forour audit practice, which includes our system of quality control. Our Head of Auditis supported by our Technical Committee and our Audit Quality Committee. TheTechnical Committee monitors developments in accounting and auditing standards,provides tailored training programmes to our staff and provides guidance toengagement teams on complex accounting and auditing issues.Risk Management and Quality Control StructureKPMG in Bermuda’s Head of Risk Management leads quality and risk managementfor the firm. Risk management and quality control are also considered theresponsibility of every KPMG Audit Engagement Managing Director, Director,Manager and member of staff. Inherent in this responsibility is understanding andadhering to KPMG in Bermuda’s policies and associated procedures as well asexercising vigilance in their application. The following groups are part of the firm’s riskmanagement structure.Page 2

Our System of Audit Quality ControlsRisk Management Working GroupThe risk management working group consists of the firm’sHead of Risk Management and other professionals who arecharged with monitoring developments and ensuring the firm’scompliance with risk management, ethics and independenceand professional policies and procedures. Each of our lines ofbusiness (Audit, Advisory and Tax) also has a dedicated seniormember of the management team who is responsible forthe risk management in that department. These individualsare responsible for providing risk management and qualityleadership in their respective business units and for directingadherence to firm policy and professional standards. Theirroles are; (1) to assimilate information pertaining to theprofessional risks of the firm; (2) to take steps to providereasonable assurance that risks are being managed and firmand professional policies are being followed and; (3) to suggestways that we may improve firm policies.Page 3Ethics and Independence TeamThe Ethics and Independence Team consists of the firm’s Headof Ethics and Independence and a dedicated Audit Managerwho collectively have responsibility for communicating thefirm’s ethics and independence policies and procedures and forensuring the independence of the firm’s professionals.Compliance Senior ManagerThe Compliance Senior Manager reports directly to the firm’sHead of Risk Management and he has responsibility for testingthe firm’s compliance with certain policies and procedures onan ongoing basis.

Our System of Audit Quality ControlsAudit Quality ControlElementsProfessional practice, risk management, and quality control are theresponsibilities of everyone who works at KPMG. All our professionalsare expected to understand, apply and adhere to KPMG’s policies andprocedures at all times. Our policies reflect individual quality controlelements to help everyone at KPMG act with integrity and objectivity,perform their work with diligence, and comply with applicable laws,regulations, and professional standards.Independence, Integrity, Ethics, and ObjectivityTo ensure KPMG in Bermuda’s independence, integrity,ethics, and objectivity, the firm, and all professionalsassigned to each engagement, must be free from financialinterests in and prohibited relationships with the client,its management, its directors, and its significant owners.Our policies help ensure that everyone at KPMG acts withintegrity and objectivity, performs their work with diligence,and complies with applicable laws, regulations, andprofessional standards at all times.KPMG in Bermuda has established processes thatcommunicate independence policies and procedures topersonnel. We require our personnel to adhere to applicableindependence requirements and ethical standards at alltimes and we monitor compliance through an integrated,web-based, automated independence compliance system,as well as through a compliance audit process. This systemcontains an inventory of all publicly traded entities and thesecurities they have issued. Publicly traded audit clients ofall member firms in the KPMG International network aremarked “restricted” in the system. Before purchasing asecurity or securing a loan or entering into another financialrelationship, professionals use the independence searchengine to determine if the entity is restricted. Engagementleaders and managers are required to report all of theirinvestments in the tracking system, which automaticallynotifies professionals if their investments become restricted.Our independence policies meet the standards promulgatedby local laws, CPA Bermuda and the professionalrequirements promulgated by IFAC, the PCAOB, SEC, andthe AICPA.Independence MonitoringKPMG in Bermuda monitors compliance with itsindependence policies through an integrated, web-based,automated independence compliance system (KICS). Thissystem contains a global inventory of KPMG’s public auditclients and their affiliates and the securities they have issued.The inventory also includes firm investments, and otherfinancial and business relationships. This is also used as atool to monitor compliance with investment policies. Auditengagement teams must confirm that their publicly tradedaudit clients, all affiliates thereof, and all related securities arerecorded on the independence system and are appropriatelycategorised as restricted investments.Before purchasing a security, all members of themanagement team must use KICS to determine if theinvestment is restricted. All new individual investmentholdings and disposals must be recorded in the systemwithin 14 days of making an investment transaction. If asecurity becomes restricted at a later date, individuals whohave reported holdings of such securities receive automaticnotification that they must sell the restricted investmentPage 4

Our System of Audit Quality Controlswithin five business days. This process is monitored by theCompliance Senior Manager.The web-based system is also available to be searched beforea loan is obtained to ensure a loan is not obtained from aprohibited lender. Likewise, the system includes information onrestrictions surrounding other financial relationships, such asprohibited brokerage companies.The firm requires all professionals to affirm their independenceannually using a paper-based affidavit system. This affidavit issigned upon joining the firm, every year thereafter and upontermination of employment. In addition, the affidavit is used toconfirm the individual’s compliance with, and understanding of,KPMG’s independence policies. The firm’s independence teamreview and resolve questions and any apparent violations thatare reported on the affidavits.The firm’s compliance senior manager also audits, on an annualbasis, selected independence affidavits and the informationreported in KICS. Individuals selected for audit must submitcertain personal financial information (such as statements frombrokerage accounts, bank statements, tax returns, etc.) as partof this audit.The firm’s policies also address disciplinary actions in the eventof individual non-compliance with its independence policies.Such actions vary based on the event and severity of theviolation and could include dismissal.Approval of Audit and Non-Audit ServicesTo ensure we do not provide prohibited services to our publicaudit clients and their affiliates and to ensure we obtainpreapproval of all permitted services from the client’s auditcommittee, KPMG has developed a conflict checking systemcalled Sentinel. Sentinel facilitates compliance with thesepolicies and is also used to identify and manage potentialconflicts of interest within and across member firms in theKPMG International network. Together with our policies,Sentinel helps the firm resolve any potential conflicts ofinterest, prevent the provision of prohibited services to SECand certain public interest audit clients, and determines thatpermitted services are properly preapproved.Page 5Rotation of Senior Audit PersonnelUnder the Sarbanes-Oxley Act and the SEC’s independencerules, senior audit personnel are subject to specific rotationrequirements that limit the number of years an individualmay provide services to a client. To comply with theserequirements, the firm monitors the rotation of its AuditEngagement Partners and Engagement Quality ControlReviewers (EQCR) who provide services to publicly heldclients. Our monitoring system also aids in the developmentof timely transition plans that help the firm deliver consistentquality service to our clients. The process of monitoring andtracking service time and rotation is subject to compliancetesting as part of our Quality Performance Review Programme.Post-Employment PoliciesKPMG professionals are required to report promptly to thefirm’s Head of Ethics and Independence any discussions orcontacts between them and an audit client regarding possibleemployment.Any professionals engaged in discussions or negotiationsregarding possible employment with an SEC audit client in anaccounting or financial reporting oversight role are immediatelyremoved from the audit engagement.If a professional accepts employment with a client, theongoing engagement team gives active consideration to theappropriateness or necessity of modifying the audit proceduresto adjust for risk of circumvention by the former professionalof the firm. Under the Sarbanes-Oxley Act and the SEC’s rules,the firm’s independence from an SEC audit client would beimpaired if a former engagement team member is employedby an audit client at the issuer level (e.g., parent company) ina financial reporting oversight role within the “cooling-off”period. The firm has established policies that require formerprofessionals to observe the cooling-off period before they joinan SEC audit client.Ethics and IntegrityKPMG is committed to doing the right thing, in the right way,for our people, for our clients and for the capital markets weserve. It is this commitment that underlies our values-basedcompliance culture, in which individuals are encouraged to

Our System of Audit Quality Controlsraise their hands to voice concerns when they see behavioursor actions that are inconsistent with our values or professionalresponsibilities. In this culture, they know that the concernwill be constructively reviewed and considered, and thenappropriate action will be taken.The firm’s Code of Conduct is the central tool that articulatesthe values and principles embodied in KPMG’s policies andunderscores KPMG’s commitment to ethics and integrity. TheCode of Conduct details the values and standards of behaviourexpected of all KPMG professionals. All employees completestand-alone ethics training on the relevant Code of Conducttopics, and each year acknowledge that they understand andagree to comply with the firm’s Code.Client ConfidentialityKPMG in Bermuda’s policies require its personnel to maintainthe confidentiality of all clients and former clients. The firm alsorequires its professionals to affirm their understanding of therelevant professional body and firm rules governing treatmentof confidential client information at the commencement ofemployment, and annually thereafter, in an affidavit.Human ResourcesThe firm’s personnel management system encompasses theareas of: Recruiting and hiring; Assignment, evaluation, and advancement; Performance evaluation and compensation;A KPMG International Hotline also is available for all KPMGemployees and clients of KPMG International memberfirms; and other parties to confidentially report possibleillegal, unethical, or improper conduct in violation of KPMGInternational’s Code of Conduct.ObjectivityIndependence, integrity, ethics and objectivity are the centralpillars of our firm and we work diligently to avoid even theappearance of a conflict of interest.KPMG in Bermuda’s personnel are alert to actual and potentialconflicts of interest, identifying them at the earliest opportunityand resolving, managing, or avoiding the conflict. Conflicts ofinterest may preclude KPMG in Bermuda from accepting a clientor an engagement.The firm’s proprietary system, Sentinel, is used to identifyand manage potential conflicts of interest within and acrossmember firms in the KPMG International network. When webecome aware of a potential conflict of interest, it is discussedwith the Head of Risk Management or the Head of Ethicsand Independence. Depending on the nature of the potentialconflict, the discussions may also involve the Chairman ofthe firm and, potentially, the Office of General Counsel. If theengagement is accepted, it may be necessary to establish“ethical dividers” with respect to the professionals assigned. If apotential conflict cannot be resolved or managed appropriately,the engagement or prospective client is declined. Development and training; and Supervision.Recruitment and HiringAll candidates for professional positions submit résumés, areinterviewed, and are subject to background checks during whichinformation provided is verified through independent sources.Potential candidates are informed of the firm’s independencepolicies and are required to confirm their independence prior tojoining us.Potential candidates are advised to contact Human Resourcesor the Head of Ethics and Independence should there be anypotential independence or conflict of interest situations, so thatthey can be resolved before the individual begins employmentwith KPMG in Bermuda.Newly hired professionals are also required to completea computer-based training programme on ethics andindependence within one month of joining the firm.Determining Capabilities and CompetenciesThe appropriate capabilities and competencies of an auditengagement team as a whole include the following: An understanding of, and practical experience with, auditengagements of a similar nature and complexity throughappropriate training and participation;Page 6

Our System of Audit Quality ControlsKPMG requires that all client serviceprofessionals are professionallyqualified or are enrolled in theappropriate student programme thatleads to an appropriate qualification.PagePage77

Our System of Audit Quality Controls An understanding of professional standards, regulatorystandards and legal requirements; Appropriate technical knowledge, including knowledge ofrelevant information technology; Knowledge of relevant industries in which the clientoperates; Ability to apply professional judgment; and An understanding of KPMG’s quality control policies andprocedures.KPMG requires that all client service professionals are qualifiedor are enrolled in the appropriate student programme thatleads to an appropriate accountancy qualification. The vastmajority of our professionals are fully qualified CharteredProfessional Accountants, Certified Public Accountants orChartered Certified Accountants depending on their countryof origin. Professional qualifications are checked as part of ourbackground checking procedures at the time of hiringThe firm’s Learning and Development department track andmaintain records of all continuous professional education(CPE) hours recorded by our professionals and ensure thatthe relevant CPE requirements of the various institutes, statelicensing authorities or equivalent bodies are adhered to on anannual basis.Our process for promotion to senior levels of managementis rigorous and thorough, involving the appropriate membersof KPMG leadership. Each candidate for the role of ManagingDirector or Director, whether via potential direct entry hire orinternal nomination, is reviewed and interviewed by severalmembers of firm leadership, including the relevant departmentleader, Head of Risk Management and the Chairman.Potential candidates must also take part in a partner candidateprofiling assessment conducted by Penna based in theUnited Kingdom and must undergo a panel interview processconducted by several senior KPMG partners from outside theBermuda firm.Assignment of Engagement TeamsIndividuals are assigned to specific audit engagements basedon their skill sets, relevant professional and industry experienceand the nature of the assignment or engagement. EngagementPartner and EQCR assignments for SEC audit clients areapproved by the Head of Audit, the Head of Risk Managementand the firm’s Chairman.Performance Evaluation and CompensationAll professionals undergo annual goal setting and performanceevaluations conducted by performance managers whoare familiar with their performance. Each professional isevaluated on his or her attainment of agreed-upon goals,demonstration of skills/behaviours, and adherence to KPMGvalues. Skills/behaviours evaluated included quality focus andprofessionalism, technical knowledge, accountability, businessand strategic focus, leading and developing people, continuouslearning, and relationship building.The firm’s performance evaluation model has been developedto provide a consistent framework by which leadership andperformance management leaders may discuss performancerelative to goals and objectives and career developmentaspirations. The results of the annual performance evaluationdirectly affect compensation of all KPMG personnel and, insome cases, their continued association with the firm.Compensation for our senior personnel is determinedannually by our Compensation Committee, made up of thefirm’s Chairman and two members of the firm’s ExecutiveCommittee. The Head of Risk Management has significantinvolvement in evaluating performance and compensation.Audit quality is an important factor in evaluating andcompensating Audit staff, EQCR’s and Audit Directors.The achievement of appropriate audit related professionalpractice goals is considered in the compensation of thosetax and advisory professional who participate in auditengagements. Our policies for setting compensation amountswill not allow an Audit Engagement Partner, as defined by theSEC, to be compensated for the sale of non-audit services tohis or her SEC audit client.Development and TrainingThe firm’s professionals meet their CPE requirements throughvarious professional development courses, including localoffice and CPA Bermuda training courses. We have establishedpolicies to ensure that all professional members of the firmmaintain their professional competence and meet all regulatoryand professional standards.Page 8

Our System of Audit Quality ControlsTo assist individuals in meeting these requirements as well asthe relevant local legal and professional requirements, the firmannually offers courses at all professional levels and has anannual process for setting individual professional developmentgoals. The firm provides all professionals with annual training inethics and independence. KPMG in Bermuda also supports theindividual learning requirements of professional staff throughattendance at various external training courses in Bermuda andother locations such as the UK and the U.S.We also have annual experience and training requirementsrelating to U.S. GAAP/GAAS & IFRS assignments. Theserequirements help to ensure that the engagement teamcollectively has the necessary capabilities and competence toperform the audit engagement in accordance with the relevantprofessional standards and regulatory and legal requirements.Audit quality is continually emphasised to our professionalsthrough timely training and communication of accounting,auditing, and reporting matters. We also encourage ourprofessionals to stay abreast of technical updates by attendinginternal and external industry specific training programmesand conferences as well as reviewing pertinent bulletins andperiodicals.In addition to conducting public background checks on theprospective client and on influential individuals employed bythe client, the firm also investigates and evaluates any potentialindependence and conflict of interest issues. Any potentialindependence issues and conflicts identified are resolved inconsultation with other parties, and the resolution of all mattersis documented. Resolution of potential conflicts requiresapproval from a second party, which could include the Head ofEthics and Independence, Sentinel resolver, or the functionalHead of Risk Management. If a potential independence orconflict issue cannot be resolved, satisfactorily in accordancewith professional and firm standards, the prospective client orengagement is declined.All prospective client evaluations require approval of theBusiness Unit Head. In addition, all prospective clientsevaluated as high risk also require further approval by theHead of Risk Management. Prospective clients that are SECregistrants also require approval from an SEC ReviewingPartner.Prospective Client Evaluation ProcessPrior to acceptance of an audit client, we perform an evaluationof the client and its principals, its business, and other servicerelated matters. This evaluation includes a backgroundinvestigation of the entity and selected senior managementpersonnel.Continuance ProcessEach year we embark upon a formal client continuanceassessment process, whereby we evaluate all existing auditclients and discuss them with the Business Unit Head, theHead of Risk Management and, where applicable, the firm’sChairman. The objective of these annual reviews is to identifythose clients that may require additional evaluation proceduresand those instances where we should discontinue ourprofessional association with the client.Factors considered during the client acceptance processinclude, but are not limited to:Factors that might indicate additional evaluation procedures arenecessary include, but are not limited to: Client-related matters (financial strength, reputation, andcharacter and integrity of management personnel); New legal, regulatory, or professional requirements thatalter our reporting responsibilities and professional risks; Business-related matters (industry, products, andcompetitors); A significant change in the nature, size, or structure of aclient’s business; and Service-related matters (specialist skills, technicalrequirements and risk associated with services requested);and A significant change in management, directors or principalowners. Independence-related matters (employment-relatedmatters, financial relationships, investments, loans, andnon- audit services).Page 9KPMG in Bermuda uses its electronic Client and EngagementAcceptance and Continuance (CEAC) tool, which requiresmultiple levels of approval based on the risk profile of the client,to manage and control its client re-evaluation and continuanceprocess.

Our System of Audit Quality ControlsAcceptance and Continuance ofClients and EngagementsKPMG in Bermuda recognisesthat rigorous client acceptanceand continuance policies are vitallyimportant to the firm’s ability to providehigh-quality professional services.We have established policies andprocedures for deciding whether toaccept or continue a client relationship,and whether to perform a specificengagement for that client. Some ofour criteria include:KPMG in Bermuda uses its electronic Clientand Engagement Acceptance and Continuance(CEAC) tool, which requires multiple levels ofapproval based on the risk profile of the client, tomanage and control its client re-evaluation andcontinuance process. A change in our perception of theadequacy of fee levels against therisk of the engagement; Particular adverse audit findings(e.g., material control weaknessesor material adjustments to financialstatements); A restatement of financialstatements; An existing non-public audit clientwhich is planning a public offering;and Investigation of the client bya regulatory body or its auditcommittee.Page 10

Our System of Audit Quality ControlsEngagement PerformanceKPMG in Bermuda has established policies and guidance to ensure that thework performed by engagement personnel meets applicable professionalstandards, regulatory requirements, and the firm’s standards of quality.Engagement performance encompasses all phases of thedesign and execution of an engagement, including the firm’saudit methodology and the review, supervision, consultation,documentation, and communication of audit results.The KPMG AuditKPMG International’s Global Service Center comprisesprofessionals who develop and regularly update themethodologies that constitute the audit process incooperation with KPMG International’s Global Quality and RiskManagement and International Standards Groups. The KPMGAudit Manual (KAM) serves as the foundation of our integratedaudit model and is produced by our Global Services Centreby a group of Engagement Partners, directors and managerswho provide training and guidance on audit methodology toengagement teams in the firm.The KPMG Audit is, where applicable, an integrated auditmodel, which incorporates both the audit of the financialstatements and the audit of internal control over financialreporting. Our integrated audit is enhanced through timelycommunications with the audit committee and managementthroughout the audit process.We use our knowledge and experience to identify a number ofdifferent risks (e.g., inherent risk, control risk, fraud risk

Our Internal Quality Control Systems and Procedures KPMG in Bermuda maintains a system of quality control for its audit practice that is designed to meet or exceed the requirements of Bermuda law, the rules of the Chartered Professional Accountants of Bermuda (CPA Bermuda), International Federation

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