TERMS OF REFERENCE FOR 2026 AUDIT AND INTERNAL CONTROL


BACKGROUND:
Good Neighbors International (GNI) is an international humanitarian and development NGO established in South Korea in 1991 and has established operational offices in nearly 40 countries worldwide. Good Neighbors seeks to improve livelihoods, health conditions, education, hygiene, sanitation, access to clean water, promotion of children's rights and establishment of social networks for the disadvantaged.

Auditee: GOOD NEIGHBORS CAMEROON
Financial year: 01 January 2026 - 31 December 2026
Number of staff: 46
Total number of bank accounts and sub-accounts: 17
Number of offices: 04 (Yaoundé, Mbalmayo, Maroua & Batouri)

I.    Scope of Engagement

A.    Financial Statement Audit

The Auditor shall conduct an independent audit of the financial statements for the relevant financial year and issue an Independent Auditor’s Report. The financial statements subject to audit shall include, at a minimum, the following:

1.    Statement of Financial Position;
2.    Statement of Activities or Income and Expenditure Statement;
3.    Statement of Cash Flows;
4.    Statement of Changes in Fund Balance or Net Assets;
5.    Notes to the Financial Statements; and
6.    Any other financial statements, disclosures, or accompanying notes are required under applicable local laws and regulations or the applicable financial reporting framework.
The financial statements shall be prepared in accordance with the accounting standards and financial reporting framework applicable to the respective Partnership Country. The applicable accounting standards or financial reporting framework shall be clearly identified in the financial statements and/or the Independent Auditor’s Report, as appropriate. Such standards may include, but are not limited to, International Financial Reporting Standards (IFRS), IFRS for SMEs, International Public Sector Accounting Standards (IPSAS), applicable local Generally Accepted Accounting Principles (Local GAAP), or other accounting standards prescribed by the relevant national laws or regulatory authorities.

The Auditor shall assess whether the accounting standards and financial reporting framework applied by the Partnership Country are appropriate and consistent with applicable local laws and regulatory requirements. Where local laws or regulations prescribe specific accounting or financial reporting standards for non-profit organizations, non-governmental organizations (NGOs), charities, or similar entities, such requirements shall be appropriately reflected in the preparation and audit of the financial statements.

The Auditor shall express an opinion as to whether the financial statements have been prepared in accordance with the identified applicable financial reporting framework and present fairly, in all material respects, the financial position, financial performance, and cash flows of the Partnership Country.

In accordance with the applicable auditing standards, the audit opinion shall be expressed as one of the following:

1.    Unmodified Opinion (commonly referred to as an Unqualified Opinion);
2.    Qualified Opinion;
3.    Adverse Opinion; or
4.    Disclaimer of Opinion.

For the avoidance of doubt, the Independent Auditor’s Report shall clearly state the accounting standards or financial reporting framework applied in preparing the financial statements and used as the basis for the Auditor’s opinion.

B.    Internal Control Review and Management Letter

In addition to the financial statement audit, the Auditor shall review the Partnership Country’s financial management practices, operational procedures, and internal control framework.
The internal control review shall not be limited to assessing the accuracy of amounts reported in the financial statements. The Auditor shall also evaluate whether adequate controls have been established and are operating effectively to safeguard organizational assets, ensure appropriate authorization and segregation of duties, and promote compliance with applicable laws, regulations, and internal policies.

The review shall cover the Partnership Country's Head Office as well as the field offices. Where considered necessary based on the Auditor's risk assessment or the nature of the Partnership Country's operations, the review may also include site visits to implementing partners, warehouses, project sites, or other locations involved in the implementation or management of Good Neighbors' programs and activities.

At a minimum, the internal control review shall cover the following areas:

1.    Financial Management
    Bank reconciliation procedures
    Cash and petty cash management
    Operational advance issuance, settlement, and monitoring
    Budget monitoring and variance analysis
    Foreign currency transactions and foreign exchange gains and losses

2.    Procurement and Vendor Management
    Competitive bidding and quotation comparison
    Vendor registration and due diligence
    Comparative Bid Analysis (CBA)
    Procurement committee evaluation and approval
    Contract execution and contract management
    Consistency and reconciliation of Purchase Orders, Invoices, Goods Received Notes, and Payments
    Justification and approval of sole-source and exceptional procurements
    Management of high-value procurements and construction projects
    Conflict of interest and related-party transaction management

3.    Asset and Inventory Management
    Fixed asset register management
    Acquisition, transfer, depreciation, and disposal of fixed assets
    Physical verification of assets
    Vehicle and fuel management
    Inventory and warehouse management

4.    Human Resources and Payroll
    Payroll calculation and payment
    Payroll taxes and statutory social security contributions
    Retirement Pension Plan


5.    Legal, Tax, and Regulatory Compliance
    Legal registration and statutory licenses
    Tax exemption status
    Corporate income tax compliance
    Withholding tax compliance
    Payroll tax compliance
    Value Added Tax (VAT) compliance
    Statutory social security and other mandatory contributions
    Statutory filings and tax payments
    Compliance with amendments to applicable laws, tax regulations, and other statutory requirements

6.    Fraud and Misconduct Risk
    Fraud and asset misappropriation risks
    Forgery or alteration of documents
    Duplicate or improper payments
    Conflicts of interest between vendors and employees
    Related-party transactions

II.    Management Letter Requirements

The Management Letter shall include, at a minimum, the following information for each audit observation:

A.    Observation: Specific facts identified by the Auditor and the relevant supporting evidence **Specific facts, the relevant audit period, monetary amounts involved, the number of transactions reviewed, and illustrative examples supporting the finding.

B.    Audit Area

    Financial Management
    Procurement and Vendor Management
    Asset and Inventory Management
    Human Resources and Payroll
    Legal, Tax, and Regulatory Compliance
    Fraud and Misconduct Risk

C.    Implication: The potential financial, operational, legal, tax, reputational, or donor compliance impact of the finding
D.    Risk Rating: High, Medium, or Low

**High: Significant control deficiencies or non-compliance that may result in material financial loss, fraud, legal or regulatory sanctions, donor non-compliance, or significant reputational damage. Immediate corrective action is required.
**Medium: Control weaknesses that increase operational or compliance risk but are not expected to result in material financial misstatement or significant organizational impact if addressed in a timely manner.
**Low: Minor control improvements or administrative issues with limited financial or operational impact. Corrective action is recommended to strengthen governance and internal controls.

E.    Repeated Finding: Yes or No

For each finding identified during the current year’s audit, the Auditor shall determine whether the same or substantially similar issue was identified in the previous year’s external audit.

A finding shall be classified as a Repeated Finding (Yes) if the same or substantially similar issue, including an issue arising from the same underlying control weakness or compliance deficiency, was reported in the previous year’s audit. Otherwise, it shall be classified as Repeated Finding (No).

To ensure appropriate identification of repeated findings, the Auditor shall review the previous year’s audit findings as part of the current audit procedures.

If the external auditor or audit firm has changed from the previous year, the Partnership Country shall provide the current Auditor with the previous year’s Independent Auditor’s Report, Management Letter, and relevant audit findings to facilitate this review.

F.    Recommendation: Specific and actionable recommendations provided by the Auditor

G.    Management Response: The Partnership Country management’s comments and corrective action plan
The Observation shall be presented in a clear, specific, and objective manner and shall not consist of general or abstract statements. Where applicable, it should include the audit period, the monetary value involved, the number of transactions examined, the relevant department or function, the project or activity concerned, and sufficient factual details and supporting evidence to clearly substantiate the findings.

III.    Deliverables

A.    Audit Planning Memorandum

    Audit objectives
    Audit scope
    Applicable auditing standards
    Applicable accounting standards
    Composition of the audit team
    Overall Materiality;
    Sampling plans for the Head Office, CDPs, and Special Projects
    Site visit plan
    Key audit timeline
    Audit Fees
    Deliverable

B.    Independent Auditor’s Report
C.    Management Letter including Prior-Year Findings Status Report

IX. Submission of application package
The audit firm should submit a technical and financial proposal with the following components:
1) The technical proposal should indicate:
    A signed cover letter.
    A photocopy of the ID Card of the legal representative of the company.
    A copy of the Commercial and Personal Property Credit Registry (RCCM)
    A copy of the Certificate of tax compliance issued within the last three (03) months,
    A copy of the Certificate of registration
    A Certificate of location
    A copy of the bank account attestation.
    The key personnel involved and their CVs as well as references. 
    The schedule and timetable for the execution of the mission.
    The proposed methodology of conducting the audits.
2) The financial proposal should indicate:
    The total cost of the audit.
    The method of payment (bank transfer) and the payment terms.
NB 1: The Partner signing the report must be a Certified Public Accountant and member of the Professional Associations of Certified Public Accountants.
NB2: The Submission files should be addressed in a sealed envelope to the Country Director of Good Neighbors Cameroon with the mention: "External Audit and Review of GNCMR's Accounts - Financial Year 2026".
Location: Nouvelle route Bastos, World Bank Street, Next to the RIIS University. 
NB 3: Good Neighbors Cameroon reserves the right to verify the authenticity of documents with the relevant authorities. Any false statement, forgery, or use of a false document will result in:
    Immediate rejection of the bid;
    Exclusion of the bidder from all future procedures for a period of five (05) years.
NB 4: By submitting a bid, the Service Provider confirms that they have read and understood the Code of Conduct, acknowledge its requirements, and undertake to comply fully with its provisions throughout the performance of the contract.
NB 5: All prospective suppliers wishing to submit requests for information, clarification, or any other communication relating to this procurement process shall address their requests exclusively to the following email address: procurement.gncmr@gmail.com Any request submitted through other communication channels may not be considered.

Deadline for Submission of Bids: All bids must be submitted no later than November 07, 2026, at 04:00 PM. Bids received after the specified deadline will not be considered.