The AICPA has provided illustrative forms of audit opinions for conflict minerals reports.  The guidance also notes that a practitioner may report, for either of the two audit objectives, either directly on the subject matter or, as long as the practitioner’s opinion is not modified (that is, not qualified, adverse, or a disclaimer of opinion), on management’s assertion.

The guidance includes the following illustrative report for an independent private sector audit in which the practitioner examines and opines directly on the subject matter for both objectives:

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INDEPENDENT ACCOUNTANT’S REPORT

To [insert appropriate addressee]

We have examined:

  • whether the design of XYZ Company’s (the “Company”) due diligence framework as set forth in section [insert section reference] of the Conflict Minerals Report for the reporting period from January 1 to December 31, 2013, is in conformity, in all material respects, with the criteria set forth in the Organisation of Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition 2013 (“OECD Due Diligence Guidance”), and
  • whether the Company’s description of the due diligence measures it performed, as set forth in section [insert section reference] of the Conflict Minerals Report for the reporting period from January 1 to December 31, 2013, is consistent, in all material respects, with the due diligence process that the Company undertook.

Management is responsible for the design of the Company’s due diligence framework and the description of the Company’s due diligence measures set forth in the Conflict Minerals Report, and performance of the due diligence measures. Our responsibility is to express an opinion on the design of the Company’s due diligence framework and on the description of the due diligence measures the Company performed, based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the standards applicable to attestation engagements contained in Government Auditing Standards, issued by the Comptroller General of the United States, and, accordingly, included examining, on a test basis, evidence about the design of the Company’s due diligence framework and the description of the due diligence measures the Company performed, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.

Our examination was not conducted for the purpose of evaluating:

  • The consistency of the due diligence measures that the Company performed with either the design of the Company’s due diligence framework or the OECD Due Diligence Guidance;
  • The completeness of the Company’s description of the due diligence measures performed;
  • The suitability of the design or operating effectiveness of the Company’s due diligence process;
  • Whether a third party can determine from the Conflict Minerals Report if the due diligence measures the Company performed are consistent with the OECD Due Diligence Guidance;
  • The Company’s reasonable country of origin inquiry (RCOI), including the suitability of the design of the RCOI, its operating effectiveness, or the results thereof; or
  • The Company’s conclusions about the source or chain of custody of its conflict minerals, those products subject to due diligence, or the DRC Conflict Free status of its products.

Accordingly, we do not express an opinion or any other form of assurance on the aforementioned matters or any other matters included in any section of the Conflict Minerals Report other than section(s) [insert reference to section(s) referenced in paragraph 1 of this report].

In our opinion,

  • the design of the Company’s due diligence framework for the reporting period from January 1 to December 31, 2013, as set forth in section [insert section reference] of the Conflict Minerals Report is in conformity, in all material respects, with the OECD Due Diligence Guidance, and
  • the Company’s description of the due diligence measures it performed as set forth in section [insert section reference] of the Conflict Minerals Report for the reporting period from January 1 to December 31, 2013, is consistent, in all material respects, with the due diligence process that the Company undertook.

[Practitioner’s signature]

[Practitioner’s city and state]

[Date of Practitioner’s report]

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Note that issuers have a choice between an audit by a certified public accountant or a performance audit by another qualified professional.