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3064 Assigned Legal Counsel: Roles and Responsibilities
Dec-2023

Overview

Audit standards require that the engagement leader and the team conduct appropriate consultation on difficult or contentious matters or other matters requiring specialized knowledge or experience. This section outlines the roles and responsibilities of legal counsel assigned to a performance audit or a special examination.

OAG Policy

Legal counsel shall be assigned to each direct engagement and shall be consulted for legal matters. [Dec-2023]

Legal counsel shall sign off on the audit plan summary or the special examination plan. [Dec-2023]

OAG Guidance

The role of an assigned legal counsel differs from that of an internal specialist. Whereas internal specialists are typically consulted by an engagement team on discrete issues, the assigned legal counsel is embedded in the engagement team and has specific roles and responsibilities at each stage of the engagement.

The degree of the assigned legal counsel’s engagement will depend on the subject matter of the engagement and other considerations. For example, earlier, more frequent, and deeper engagement with the assigned legal counsel would typically be required for direct engagements that include complex legislation or legal documents such as contracts or ongoing litigation.

The engagement leader and assigned legal counsel meet at the beginning of the audit to consider the subject matter and nature of the performance audit or discuss the purpose and objectives of the special examination, to discuss the timing and expected degree of engagement based on the information available, and to establish mutual expectations for working together during the course of the audit. The discussion should include the following:

  • the importance of the engagement team’s addressing advice on legal questions and comments and observations of assigned legal counsel in respect of findings and report language
  • a reminder of service standards for receiving legal advice and legal review of key audit documents

With the foregoing in mind, the general responsibilities of the assigned legal counsel are as follows.

During the planning phase, it is expected that assigned legal counsel will do the following:

  • Meet with the engagement leader as described above.
  • Attend the internal audit kick-off meeting.
  • Attend team meetings as agreed with the engagement leader.
  • Assess and make the engagement leader aware of any real or potential conflicts of interest that could threaten the actual or perceived independence of the assigned legal counsel.
  • Develop the appropriate level of subject matter knowledge for a performance audit or of the purpose and objectives of a special examination.
  • Understand the audit objectives of all work to be performed and how the work fits into the overall audit approach, and advise of any emerging legal issues.
  • Remain available to provide advice on legal questions as they arise during the performance audit or special examination.
  • Conduct a legal review of the audit plan summary for a performance audit or the special examination plan for a special examination, and advise of any emerging legal issues.
  • At their discretion, attend early planning meetings with the Auditor General.
  • On a discretionary basis, attend external advisory committee meeting (if applicable).

During the engagement, it is expected that assigned legal counsel will do the following:

  • Attend team meetings as agreed with the engagement leader.
  • Remain available to provide advice on legal questions as they arise during the performance audit or special examination.
  • Engage with the entity’s legal counsel as necessary and appropriate.
  • At the request of the engagement leader, review any management letter proposed to be sent to an audit entity for legal issues.
  • On a discretionary basis, attend external advisory committee meeting (if applicable).

At the reporting stage, it is expected that assigned legal counsel will do the following:

  • Attend team meetings as agreed with the engagement leader.
  • Engage with the entity’s legal counsel as necessary and appropriate.
  • Remain available to provide advice on legal questions as they arise during the performance audit or special examination.
  • Review preliminary findings (if applicable).
  • Review the principal’s draft, and advise of any legal issues.
  • Review the transmission draft report (for performance audits) or the audit committee transmission draft report (for special examinations), and advise of any legal issues.
  • At their discretion, attend meetings with the Auditor General on preliminary findings, the principal’s draft, and the transmission draft report or the audit committee transmission draft report, as the case may be.
  • On a discretionary basis, attend external advisory committee meeting (if applicable).
  • Facilitate legal sign-off of the transmission draft report or the audit committee transmission draft report by the Senior General Counsel.

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