REQUEST FOR PROPOSAL (RFP) – PROVISION OF EXTERNAL AUDIT SERVICES

TERMS OF REFERENCE FOR THE PROVISION OF EXTERNAL AUDIT SERVICES 1. BACKGROUND Founded in 1929, the Football Association of Zambia (FAZ) is the governing body of football in Zambia and is affiliated to FIFA. It is also a member of the Confederation of African Football (CAF) and the Council of Southern Africa Football Associations (COSAFA). The Association is responsible for the management and development of football in Zambia while meeting the expectations of its stakeholders. FAZ’s value proposition is to pursue a dual purpose: to commercially run the game through independent and restructured leagues, including the sponsored Premier League and National Division One, while advancing football development through the National Teams, Provincial Leagues, Women’s Football, Futsal, Beach Soccer, Youth Football and Grassroots Football. Under its current leadership, the Association benefits from support from the Government of the Republic of Zambia and FIFA in furthering the financial sustainability and development of football. 2. MANDATE In accordance with the requirements of the FAZ Constitution and applicable FIFA requirements, the Executive Committee and Senior Management Team intend to engage an independent external auditor to conduct the statutory and external audit of FAZ’s financial statements under a three-year running contract, subject to annual approval by the Council. The first audit shall cover the financial year ending 31 December 2026. The appointment of the external auditor is being undertaken through a competitive procurement process to ensure fairness, equity, transparency, competitiveness and cost-effectiveness. 3. OBJECTIVE OF THE AUDIT The objective of the audit is to provide an independent professional opinion on whether the financial statements of the Football Association of Zambia give, in all material respects, a true and fair view of the Association’s financial position and financial performance. The financial statements shall include, among other statements and disclosures: Statement of Comprehensive Income Statement of Financial Position Statement of Cash Flows Statement of Changes in Funds Notes to the Financial Statements The auditor will also be expected to assess the adequacy of, and compliance with, the internal control systems relevant to the financial reporting and operating environment of FAZ.4. RESPONSIBILITY FOR PREPARATION OF FINANCIAL STATEMENTS 4.1 Responsibility of the Executive Committee The FAZ Constitution requires the Executive Committee to prepare financial statements for each financial year that present a true and fair view of the Association’s state of affairs and the surplus or deficit for that year. In preparing the financial statements, the Executive Committee is required to: select suitable accounting policies and apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed; and prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the Association will continue in operation for the foreseeable future. The Executive Committee is responsible for maintaining proper accounting records that disclose, with reasonable accuracy, the financial position of the Association at any time and for ensuring that the financial statements comply with the applicable financial reporting framework. It is also responsible for safeguarding the assets of the Association and taking reasonable measures to prevent and detect fraud, irregularities and errors. The Executive Committee will therefore confirm that, in its opinion: a) the financial statements show a true and fair view of the state of the Association’s affairs as at 31 December of each financial year and of its surplus/deficit and cash flows for the year then ended; b) at the date of the financial statements, there are reasonable grounds to believe that the Association will be able to pay its debts as and when they fall due; and c) the financial statements have been prepared in accordance with the applicable International Financial Reporting Standards (IFRS). 4.2 Auditor’s Responsibility The external auditor is responsible for expressing an independent opinion on the financial statements of the Association based on the audit performed. The audit shall be conducted in accordance with International Standards on Auditing (ISAs). These standards require the auditor to comply with relevant ethical requirements and to plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence regarding the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s professional judgement, including the assessment of risks of material misstatement arising from fraud or error. In making these risk assessments, the auditor considers internal controls relevant to the preparation and fair presentation of the financial statements in order to design appropriate audit procedures. This consideration is not for the purpose of expressing an opinion on the effectiveness of FAZ’s internal controls unless specifically required by the engagement. The audit shall also include evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by management, and the overall presentation of the financial statements. 5. SCOPE OF THE AUDIT The audit of FAZ shall be carried out in accordance with International Standards on Auditing (ISAs) and applicable requirements of the laws and regulations of the Republic of Zambia. The auditor shall perform such tests and audit procedures as are considered necessary in the circumstances and shall, in particular, consider the following: a) Compliance with legislation: whether the financial statements have been prepared in accordance with applicable Zambian laws and regulations. b) Truth and fairness of the accounts: whether the Statement of Financial Position gives a true and fair view of the Association’s affairs at the end of the period and whether the Statement of Comprehensive Income and Statement of Cash Flows give a true and fair view of the results and cash flows for the period. c) Adequacy of accounting records and returns: whether adequate accounting records have been maintained and whether the returns provided are sufficient for the purposes of the audit. d) Agreement of accounts to records: whether the financial statements agree with the underlying accounting records and returns. e) Consistency of other information: whether information contained in the relevant management or governance reports is consistent with the financial statements. In complying with the ISAs, the auditor is expected to pay particular attention to the following matters: a) Fraud and corruption: consider the risks of material misstatement in the financial statements due to fraud in accordance with ISA 240, identify and assess such risks, obtain sufficient appropriate audit evidence and respond appropriately to identified or suspected fraud. b) Laws and regulations: in designing and performing audit procedures, evaluating and reporting the results, consider whether non-compliance with applicable laws and regulations may materially affect the financial statements, in accordance with ISA 250. c) Governance: communicate matters of governance interest arising from the audit of the financial statements to those charged with governance, in accordance with ISA 260. d) Risks: reduce audit risk to an acceptably low level by determining appropriate overall responses to assessed risks at the financial statement level and designing and performing further audit procedures at the assertion level, in accordance with ISA 330. 6. DOCUMENTS AND INFORMATION AVAILABLE TO BIDDERS Among other relevant documents, the FAZ Constitution and the latest FAZ financial statements will be made available to bidders to facilitate their appreciation and understanding of the audit assignment and the Football Association of Zambia generally. 7. REPORT TO MANAGEMENT In addition to the audited financial statements and the independent auditor’s report, the auditor shall prepare a Management Letter highlighting, but not limited to, the following: the audit approach employed in arriving at the audit opinion; comments and observations on the accounting records, procedures, systems and controls examined during the audit; specific deficiencies and areas of weakness in systems and controls, together with practical recommendations for improvement; the implementation status of recommendations arising from previous audit reports; matters identified during the audit that may have a significant impact on the sustainability and going concern of the Association; areas of risk that require management’s attention; FAZ Senior Management’s responses/comments on weaknesses identified by the auditors and proposed or agreed corrective actions; and any other matters the auditor considers pertinent. 8. GENERAL INFORMATION The audit report, including the audited financial statements and Management Letter, shall be presented to the General Secretary of the Football Association of Zambia within two (2) months after the end of the financial year under consideration, subject to the applicable statutory and governance approval processes. The auditor shall be granted access to all legal documents, correspondence, accounting records and any other information relating to FAZ that the auditor reasonably considers necessary to conduct the audit. The auditor shall undertake appropriate third-party confirmations, including confirmation of trade receivables and trade payables, where considered necessary in accordance with applicable auditing standards. 9. AUDITOR’S EXPERIENCE AND QUALIFICATIONS 9.1 General Qualifications and Experience The auditor shall be independent of FAZ and free from any actual or potential conflict of interest arising from management, financial or other relationships. The audit firm shall deploy adequately resourced personnel with appropriate professional qualifications, skills and experience in applying International Standards on Auditing and relevant financial reporting requirements, including experience auditing entities of comparable size and complexity to FAZ. 10. TEAM COMPOSITION The audit team shall comprise an Audit Partner with ultimate responsibility for the engagement and for signing the audit opinion, supported by an appropriately qualified and experienced audit team. The proposed team shall have the following minimum qualifications and experience: 10.1 Audit Partner The Audit Partner shall be a qualified Chartered Accountant holding a recognised professional qualification such as ACCA, CA, CIMA or equivalent, and shall have held senior and managerial responsibilities in public audit practice. The Audit Partner shall be a paid-up Fellow member of the Zambia Institute of Chartered Accountants (ZICA), hold a current firm audit license and a valid Partner Audit Practising Certificate, and have at least ten (10) years of traceable professional experience in external/public audit practice. The Audit Partner, or another person in a position of equivalent authority, shall be responsible for the audit engagement, its performance and the report issued on behalf of the firm. The person shall have the appropriate authority from the relevant professional, legal or regulatory body and be authorised to issue audit opinions in accordance with applicable Zambian legislation, including the Companies Act No. 10 of 2017 where applicable, the Societies Act (Cap. 119), the Accountants Act, 2008, IFRS and ISAs. 10.2 Audit Manager The Audit Manager shall be a qualified Chartered Accountant holding a recognised professional qualification such as ACCA, CA, CIMA or equivalent, be a paid-up member of ZICA, and have at least five (5) years of traceable professional experience as an auditor or accountant in external/public audit practice, including relevant managerial experience leading audit teams. 10.3 Audit Supervisor The Audit Supervisor shall be a qualified Chartered Accountant holding a recognised professional qualification such as ACCA, CA, CIMA or equivalent, be a paid-up member of ZICA, and have at least three (3) years of traceable professional experience in external audit practice. 10.4 Curriculum Vitae The bidder shall submit detailed Curriculum Vitae (CVs) for the Audit Partner and all other key personnel proposed for the engagement, including the Audit Manager, Audit Supervisor and other members of the proposed audit team. The CVs shall clearly demonstrate the qualifications, relevant experience, specific audit assignments undertaken, roles performed and the capability and capacity of the proposed personnel to undertake the assignment. 11.

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