Permitted Services
The following specific permitted services, consistent with the nature of services previously provided, are:
1. Advice on accounting, auditing and financial reporting matters:
Consultation and research on accounting, auditing and financial reporting issues and assistance with understanding and implementing new accounting and financial reporting guidance from rule-making authorities
The provision of seminars with regards to auditing, tax and accounting matters.
The provision of online reference materials.
The provision of services required of the Company's external auditors in connection with offerings and regulatory filings in capital markets such as, but not limited to, registration statements and reports filed with the SEC.
Assistance and consultation as to questions, comments or inquiries made by the SEC or other regulatory agencies.
Review of translations of financial statements.
Assurance over management assessment of performance in relation to financial matters.
2. Internal accounting and risk management control reviews:
Business continuity planning assurance.
Information systems disaster recovery project assistance
Assurance over outsourced services.
Review of enterprise wide risk management and corporate governance systems.
Information systems security management assurance, including intrusion and detection, incident response, policies and standards compliance, and physical security reviews.
Evaluation of information system internal controls, policies, procedures and practices, including information systems vulnerability assessments and third party connectivity security review.
3. Non statutory audit:
Audits as required of subsidiaries of the company or related audits of elements of financial statements or agreed upon procedures.
Joint agreement audits (including joint ventures).
Employee benefit plan audits as required by regulation or law and any related trusts (including pension, savings, and health and welfare).
Attest services through which procedures are performed to verify compliance with contractual commitments (including royalty audits, stock certification, regulatory audits, turnover certificates and reports on expenditure eligible for grants).
Environmental and social attestation report.
4. Project assurance and advice on business and accounting process improvement¹
Advice on accounting process.
Assistance in analysis of accounts.
Corporate simplification assistance.
Review of project progress.
Information systems project assurance, including assurance over IT system replacement.
Application integrity and security assurance.
Information systems general control reviews.
Data migration review.
5. Due diligence in connection with acquisitions, disposals and joint ventures
Due-diligence work for potential acquisitions, disposals or joint ventures, which will specifically entail review and procedures relating to financial, information systems, accounting, human resources, markets information and tax procedures relating to the parties to the contemplated transaction and performance of audit and/or review procedures as of the closing or other dates related to the transaction.
6. Income tax and indirect tax compliance and advisory services
Tax compliance services consisting of routine professional services in which the Company requests the preparation and/or review of an income tax, indirect tax, withholding tax or other tax return to be filed by the Company with a local regulator.
Tax consulting consisting of routine professional advice in which the Company requests the auditors tax professionals research, comment or document in writing to the Company regarding local income tax, indirect tax, withholding tax, tax compliance, tax procedures and transfer pricing regulations. Such consultations may relate to a specific transaction or specific tax planning matter.
7. Employee tax services²
Administrative services with respect to the Expatriate Tax Compliance Program.
Tax compliance work for expatriates in compliance with Smith & Nephew's HR policies.
Advice on tax issues affecting LTIP and other incentive plans.
Assistance with determining required US reporting and withholding for LTIP participants.
Operational compliance with the Internal Revenue Service's rules related to employee benefit plans.
Pre-retirement planning, severance and broad-based financial planning workshops and employee tax seminars.
Social security advice and refund of contributions claims.
¹ The foregoing does not include services relating to information systems design and implementation related to Smith & Nephew's financial statements or accounting records
² The foregoing does not include tax services that could impair independence such as representation of the Company or its subsidiaries before the courts in a tax dispute.
