{
    "glossary_alphabets": [{
            "id": "1",
            "glossary_alphabet": "A",
            "terms": [
                
                {
                    "title": "Audit Committee",
                    "description": "<p>The term “audit committee” means a committee (or equivalent body) established by and among the board of directors of an entity  for the purpose of overseeing the accounting and financial reporting processes of the entity and audits of the financial statements of the entity; if no such committee exists with respect to an entity, references to the “audit committee” mean the entire board of directors of the entity. <p></p>With respect to non-issuers, if no such committee or board of directors (or equivalent body) exists with respect to the entity, \"audit committee\" means the person(s) who oversee(s) the accounting and financial reporting processes of the entity and audits of the financial statements of the entity, also referred to as “those charged with governance.”</p>",
                    "index": "m01_p01,m01_p08,m01_p11,m02_p04,m03_p01_01,m03_p03",
                    "audio": ""
                },
                {
                    "title": "Engaging party",
                    "description": "<p>For Sentinel purposes, an engaging party generally includes an entity or individual with which KPMG would contract directly to provide services and any other entities/individuals connected to the engagement as follows: </p><ul  class='list'><li>Any party signing the engagement contract or otherwise bound to the engagement contract. </li><li>Any party that is to pay or receive any of the fees for the engagement. </li><li>Any party that has a role in defining the scope of the engagement. </li><li>Any party that has a role in selecting KPMG for the service. </li></ul><p><b>Also:</b></p><ul  class='list'><li>When performing an audit or other attestation engagement, any party with whom KPMG is required to be independent should be listed as an Engaging Party. </li><li>Any party that KPMG is engaging as a subcontractor to assist KPMG in connection with the service KPMG is providing to one of KPMG’s clients. </li><li>When any outside entity (non-KPMG) acts as a prime contractor and contracts with KPMG to assist in the delivery of services to a third party (e.g., when a law firm engages KPMG on behalf of their client), include both the prime contractor and the third party as Engaging Parties, with the prime contractor as the first Engaging Party and the third party as an additional Engaging Party. </li><li>When KPMG is assisting an entity or individual to sell a subsidiary or defend it from a sale, the names of both the entity KPMG is providing the service to and the entity being potentially sold should be listed as Engaging Parties. </li><li>For services provided to employee benefit plans (or similar schemes, e.g., retirement plans, superannuation or pension schemes) sponsored by SEC audit clients or affiliates/related entities of SEC audit clients, the list of Engaging Parties must include the SEC audit client (or affiliate included in the affiliate tree of the SEC audit client) that sponsors the plan if the plan itself is not linked to the SEC audit client in Sentinel (i.e., if the plan does not appear in bold letters with a tree icon next to it in the Sentinel query search results). </li></ul>",
                    "index": "m02_p05_1,m02_p05_2,m02_p04,m02_p11",
                    "audio": ""
                },
                {
                    "title": "Non-assurance service",
                    "description": "<p>The IESBA term “non-assurance service” (NAS) includes any service other than those performed under audit or attestation standards. This is generally consistent with the terms “non-attest service” used by the AICPA and “non-audit service” used by the SEC.</p>",
                    "index": "m03_p02_01,m03_p03,video_temp",
                    "audio": ""
                },
                
                
                {
                    "title": "Subsidiary",
                    "description": "<p>A subsidiary is a separate and distinct company that is partly or completely owned by another company, referred to as a parent or holding company, that holds a controlling interest in the subsidiary company. Some subsidiaries are wholly owned, which means the parent or holding company owns 100% of the subsidiary.</p>",
                    "index": "video_text_sync,m02_p05",
                    "audio": ""
                },
                
                {
                    "title": "Those Charged with Governance",
                    "description": "<p>The persons with responsibility for overseeing the strategic direction of the entity and obligations related to the accountability of the entity. This includes overseeing the financial reporting process.</p><p>Refer also to the definition of “audit committee.”</p>",
                    "index": "m02_p05_1,m02_p02_01,m03_p01_01,m02_p02_01,m01_p17,video_temp",
                    "audio": ""
                }
            ]
        },
        {
            "id": "2",
            "glossary_alphabet": "B",
            "terms": [{
                    "title": "beneficially owned",
                    "description": "<p>A financial interest is beneficially owned when an individual or entity that is not the record owner of the interest but has a right to some or all of the underlying benefits of ownership. These benefits include the authority to direct the voting or the disposition of the interest or to receive the economic benefits of the ownership of the interest.</p>",
                    "index": "m05_p12",
                    "audio": ""
                }
            ]
        },
        {
            "id": "3",
            "glossary_alphabet": "C",
            "terms": [{
                    "title": "category 1 violations and discipline",
                    "description": "<p>Category 1 violations are situations that generally involve:</p><ul class=''><li>One personal independence violation, which includes firm policy violations (e.g. KICS reporting violations, investments in or loans with restricted entities, etc.) and SEC or AICPA Covered Person violations, within a 12 month period with positive rating indicators. Except in the most egregious cases of non-compliance, self-reported violations, regardless of the number of violations, generally shall be considered Category 1.</li></ul><p>Individuals responsible for a Category 1 violation will receive a decision letter that will be included in the individual's personnel file and reflected in her/his Ethics and Compliance Scorecard. Decision letters will include a description of the violation and the independence sanction imposed. A copy of the letter will be provided to the individual's People Management Leader.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "category 2 violations and discipline",
                    "description": "<p>Category 2 violations include:</p><ul><li>Two or more personal independence violations, which includes firm policy violations (e.g., KICS reporting violations, investments in or loans with restricted entities, etc.) and SEC or AICPA Covered Person violations, within a 12 month period with positive rating indicators.</li></ul><p>Category 2 violations shall result in the following financial sanctions:</p><table><tr><th>Category 2 Sanctions (Partners)</th><th>Category 2 Sanctions (Employees)</th></tr><tr><td>$1,000 for each unreported or late reported entity relationship in KICS (investment or loan), each former employer defined contribution benefit plan that is not rolled over, and each account that is not activated for the Broker Import Program</td><td>$500 for each unreported or late reported entity relationship in KICS (investment or loan), each former employer defined contribution benefit plan that is not rolled over, and each account that is not activated for the Broker Import Program</td></tr><tr><td>$2,500 for each other type of violation (e.g. investment in restricted entity, covered person violation, etc.)</td><td>$1,000 for each other type of violation (e.g. investment in restricted entity, covered person violation, etc.)</td></tr><tr><td>Financial sanction limit: 5 percent of current target compensation</td><td>Financial sanction limit: amount of current year variable compensation (generally not to exceed 5% of base compensation)</td></tr></table><p>A decision letter, which will include a description of the violation and the independence sanction imposed, will be sent to the individual responsible for the violation and included in the individual's personnel file and reflected in her/his Ethics and Compliance Scorecard. Additionally, a copy of the decision letter will be provided to the individual's PML and other functional leaders will be notified of the violation, as deemed appropriate by the Partner in Charge - Independence.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "category 3 violations and discipline",
                    "description": "<p>Category 3 violations are characterized as a Category 1 or 2 violation with a negative rating indicator.</p><p>For a Category 3 sanction, the MRP shall determine the financial sanction, which will be at least the amount determined under Category 2, and any other sanction, and make a recommendation to functional leadership for inclusion in and potential impact on the performance management process, such as:</p><ul><li>For employees, eligibility for variable compensation and/or adjustment to subsequent year compensation (with consideration given to any financial sanctions imposed by the MRP)</li><li>For partners, adjustment to target compensation and/or an additional monetary fine (with consideration given to any financial sanctions imposed by the MRP)</li><li>Consideration/continuation of leadership roles or promotion.</li></ul><p>A decision letter, which will include a description of the violation and the independence sanction imposed, will be sent to the individual responsible for the violation and included in the individual's personnel file and reflected in her/his Ethics and Compliance Scorecard. Additionally, a copy of the decision letter will be provided to the individual's PML and other functional leaders will be notified of the violation, as deemed appropriate by the Partner in Charge - Independence.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "category 4 violations and discipline",
                    "description": "<p>Category 4 violations are those which are greater in scope than Category 3 or tend to show a more significant disregard of the firm's independence policies. Sanctions for Category 4 violations may include any or all of the sanctions listed for Category 1 through 3 violations, and may include separation of the individual from the firm. Generally, the compensation adjustment associated with a Category 4 sanction will be up to 3% of target or base compensation.</p><p>A decision letter, which will include a description of the violation and the independence sanction imposed, will be sent to the individual responsible for the violation and included in the individual's personnel file and reflected in her/his Ethics and Compliance Scorecard. Additionally, a copy of the decision letter will be provided to the individual's PML and other functional leaders will be notified of the violation, as deemed appropriate by the Partner in Charge - Independence.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "Client and Engagement Acceptance and Continuance (CEAC)",
                    "description": "<p>Client and Engagement Acceptance and Continuance (CEAC) process. KPMG member firms use KPMG International’s CEAC process (in automated or manual form) to evaluate and re-evaluate prospective clients and engagements.</p>",
                    "index": "m01_p06",
                    "audio": ""
                },
                {
                    "title": "Client/Engagement Acceptance and Setup (CLEAS)",
                    "description": "<p>Client/Engagement Acceptance and Setup (CLEAS) is the U.S. firm’s proprietary application supporting the end-to-end risk management process for client and engagement acceptance.</p>",
                    "index": "m01_p06",
                    "audio": ""
                },
                {
                    "title": "close family member",
                    "description": "<p><i>Close family member</i> includes an individual’s spouse, spousal equivalent, parent, dependent, non-dependent child, and sibling. <i>Dependent</i> means any person who received more than half of their support for the most recent calendar year from the relevant individual.</p>",
                    "index": "m04_p03",
                    "audio": ""
                },
                {
                    "title": "confidential tax transaction",
                    "description": "<p>Confidential tax transactions are those in which a tax advisor “places a limitation on disclosure by the taxpayer of the tax treatment or tax structure of the transaction and the limitation on disclosure protects the confidentiality of that advisor’s tax strategies.”</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "contingent fee",
                    "description": "<p>A contingent fee is any fee established for the sale of a product or the performance of any service pursuant to an arrangement in which no fee will be charged unless a specified finding or result is attained, or in which the amount of the fee is otherwise dependent upon the finding or result of such product or service. With respect to AICPA audit and non-audit clients, fees are not regarded as being contingent if fixed by courts or other public authorities, or, in tax matters, if determined based on the results of judicial proceedings or the findings of governmental agencies.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "control",
                    "description": "<p>For purposes of determining <i>affiliates</i> of an audit client, control of an entity is deemed to exist where an investor directly or indirectly owns more than 50% of the voting stock of an investee. Control may also exist where an individual or entity has the power to direct, or cause the direction of, management and policies by other means, such as the ability to appoint a majority of the board, or through a contract.</p>",
                    "index": "m00_p07,m01_p06,m02_p00,m00_p03_1,m03_p02",
                    "audio": ""
                },
                {
                    "title": "Covered Person",
                    "description": "<p>A Covered Person includes all of the following:</p><UL class='list'><li>individuals participating in the audit engagement</li><li>individuals in the chain of command with respect to the audit engagement</li><li>any other partner or professional employee having managerial responsibilities who:<ul><li>has provided any professional services to the audit client for the period beginning on the date such services are first provided and ending on the date the auditors' report on the financial statements is released for the fiscal year during which those services are provided, or</li><li>expects to provide any professional services to the audit client on a recurring basis</li></ul></li><li>any other partner or audit managing director in the office in which the lead audit engagement partner or the lead audit managing director primarily practices in connection with the audit engagement.</li></UL>",
                    "index": "m00_p07,m04_p03",
                    "audio": ""
                }
            ]
        },
        {
            "id": "4",
            "glossary_alphabet": "D",
            "terms": [
            ]
        },
        {
            "id": "5",
            "glossary_alphabet": "E",
            "terms": [{
                    "title": "engaging party",
                    "description": "<p>An engaging party generally includes an entity or individual with which KPMG would contract directly to provide services, and any other entities/individuals connected to the engagement. This includes, for example: </p><ul><li>any party signing the engagement contract or otherwise bound to the engagement contract </li><li>any party that is to pay any of the fees for the service </li><li>any party that has a role in defining the scope of the engagement </li><li>any party that has a role in selecting KPMG for the service</li></ul><p>Additionally:</p><ul><li>When performing an assurance engagement, any party with whom KPMG is required to be independent should be listed as an engaging party.</li><li>Any party that KPMG is engaging as a subcontractor to assist KPMG in connection with the service KPMG is providing to one of KPMG’s clients should be listed as an engaging party.</li><li>When any outside entity (non-KPMG) acts as a prime contractor and contracts with KPMG to assist in the delivery of services to a third party (e.g., when a law firm engages KPMG on behalf of their client), both the prime contractor and the third party should be listed as engaging parties, with the prime contractor as the first engaging party and the third party as an additional engaging party.</li><li>When KPMG is assisting an entity or individual in trying to sell a subsidiary or defend it from a sale, the names of both the entity KPMG is providing the service to and the entity being potentially sold should be listed as engaging parties.</li><li>For services provided to employee benefit plans that are sponsored by SEC audit clients or affiliates of SEC audit clients, the list of engaging parties must include the SEC audit client or affiliates that sponsors the plan, if the plan is not linked to the SEC audit client in Sentinel.</li></ul>",
                    "index": "",
                    "audio": ""
                }
            ]
        },
        {
            "id": "6",
            "glossary_alphabet": "F",
            "terms": [
                {
                    "title": "fee structure",
                    "description": "<p>The fee structure includes details about how the fee is calculated, such as fixed fee, time-based, or other permissible fee arrangements.</p>",
                    "index": "m03_p03,m03_p04,m03_p05",
                    "audio": ""
                },{
                    "title": "financial institution",
                    "description": "<p>An entity that, as part of its normal business operations, makes loans or extends credit to the general public (excludes brokers/dealers who provide margin loans).</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "financial interest",
                    "description": "<p>An ownership interest in an entity or a debt security issued by an entity, including rights and obligations to acquire such an interest and derivatives directly related to such interest.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "financial relationship",
                    "description": "<p>A direct or indirect ownership or investment interest by the firm in an entity. The Firm Financial Relationship List (FFRL) contains the names of the companies with which the firm has existing financial relationships.</p>",
                    "index": "m04_p02",
                    "audio": ""
                },
                {
                    "title": "financial reporting oversight role (FROR)",
                    "description": "<p>A role in which a person is in a position to or does exercise influence over (a) the contents of the financial statements or (b) anyone who prepares them, such as:</p><UL class='list'><li>Member of the Board of Directors (or similar management or governing body)</li><li>Chief Executive Officer</li><li>President</li><li>Chief Financial Officer</li><li>Chief Operating Officer</li><li>General Counsel</li><li>Chief Accounting Officer</li><li>Controller</li><li>Director of Internal Audit</li><li>Director of Financial Reporting</li><li>Treasurer</li><li>Director of Internal Controls Compliance (or similar managerial positions responsible for compliance under Section 404 of the Sarbanes-Oxley Act of 2002)</li></ul><p>In applying the above definition to audit clients, it should be noted that individuals serving in certain positions for a material subsidiary, a material equity method investee, or division of an <i>SEC audit client</i> may, depending on the facts and circumstances, be considered to be serving in a <i>financial reporting oversight role.</i> Additionally, for the purposes of applying the above definition to the provision of personal tax services under the PCAOB rules, members of the board of directors who do not also have another qualifying <i>financial reporting oversight role</i> and individuals with the above positions at immaterial affiliates or affiliates not audited by the <i>firm</i> are not considered to be serving in a <i>financial reporting oversight role</i>.</p>",
                    "index": "m00_p07,m02_p02",
                    "audio": ""
                },
                {
                    "title": "firm",
                    "description": "<p>For the purposes of independence, the firm includes KPMG LLP, any entities controlled by KPMG LLP and any entities over which the firm has significant influence. In addition, for SEC purposes, the definition of the firm includes KPMG LLP and its departments, divisions, subsidiaries and associated entities, including those located outside of the United States. This also includes all of KPMG LLP's pension, retirement, investment, and similar plans.</p>",
                    "index": "m00_p02_03,m00_p02_04,m00_p04,m00_p07,m00_p35,m02_p02,m04_p05,m04_p08,m04_p09,m05_p03,m00_p03_1,m01_p01,m01_p03,m02_p00,m00_p34,m02_p01,m03_p05,m05_p06",
                    "audio": ""
                },
                {
                    "title": "Firm Financial Relationship List (FFRL)",
                    "description": "<p>The Firm Financial Relationship List, or FFRL, is a comprehensive listing of all entities, and their <i>affiliates</i>, with which KPMG LLP has significant financial relationships or that the <i>firm</i> has included on its <i>“Safe List.”</i> The list includes entities having relationships such as alliances, loans, or certain business relationships with the <i>firm</i>. The FFRL can be accessed from the <i>KICS</i> homepage.</p>",
                    "index": "",
                    "audio": ""
                }
            ]
        },
        {
            "id": "7",
            "glossary_alphabet": "G",
            "terms": [{
                    "title": "general principles",
                    "description": "<p>SEC’s general principles:</p><ul><li>We cannot perform “management functions” for a restricted entity.</li><li>We cannot perform a service which places us in the position of auditing our own work.</li><li>We cannot be an advocate for a restricted entity.</li><li>We cannot have a mutuality of interest in a restricted entity.</li></ul>",
                    "index": "m01_p03,m01_p05",
                    "audio": ""
                },
                {
                    "title": "Global Ultimate Parent (GUP)",
                    "description": "<p>Global Ultimate Parent (GUP) is the highest entity in a Sentinel Family Tree.</p>",
                    "index": "",
                    "audio": ""
                }
            ]
        },
        {
            "id": "8",
            "glossary_alphabet": "H",
            "terms": [
                    {
                    "title": "hosting",
                    "description": "<p>Hosting services involve accepting responsibility for the following:</p><ul><li>acting as the host of a financial or non-financial information system of an audit client or affiliate </li><li>taking custody of or storing an audit client or affiliate's data or records whereby the data or records are available to the audit client or affiliate only from the firm </li><li>providing electronic security or back-up services for an audit client or affiliate's data or records</li></ul>",
                    "index": "m04_p04",
                    "audio": ""
                }
            ]
        },
        {
            "id": "9",
            "glossary_alphabet": "I",
            "terms": [{
                    "title": "IESBA",
                    "description": "<p>The International Ethics Standards Board of Accountants (IESBA) is an independent standard-setting board that develops and issues, in the public interest, high-quality, internationally appropirate ethical standards, including auditor independence requirements, and other pronouncements for professional accountants worldwide. Through its activities, the IESBA develops the <i>Code of Ethics for Professional Accountants</i>, which establishes ethical requirements for professional accountants.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "immediate family member",
                    "description": "<p>Immediate family member includes an individual’s spouse, spousal equivalent, and dependents (whether or not related). Dependent means any person who receives more than half of their support from the relevant individual.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "independence in appearance",
                    "description": "<p>A reasonable and informed third party who has knowledge of all relevant information reasonably concludes that the integrity, objectivity, or professional skepticism of the firm or member of the audit team or attestation engagement team is not compromised.</p>",
                    "index": "m01_p03",
                    "audio": ""
                },
                {
                    "title": "independence in fact",
                    "description": "<p>We must be free from any interest in, or relationship with, our audit client (and our client’s affiliates, management and owners), that compromise professional judgment, thereby allowing us to act with integrity and exercise objectivity and professional skepticism.</p>",
                    "index": "m01_p06,m04_p02,m00_p03_1,m01_p03",
                    "audio": ""
                },
                {
                    "title": "investee",
                    "description": "<p>A subsidiary or an entity over which an investor has the ability to exercise significant influence, as defined in ASC paragraphs 323-10-15-6 through 15-11.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "investment company complex (ICC)",
                    "description": "<p class='icontent'>For SEC purposes [Reg. § 210.2-01 (f)(14)], an investment company complex includes:</p><p><span class='liehead'>(i)</span><span class='licontent'>“Investment company complex” includes:<p><span class='lieheadInner1'>A)</span><span class='licontent'>An entity under audit that is an:<p><span class='lieheadInner2'>1)</span><span class='licontent'><i>Investment company</i>, or</span></p><p><span class='lieheadInner2'>2)</span><span class='licontent'><i>Investment advisor</i> or sponsor.</span></p></span></p><p><span class='lieheadInner1'>B)</span><span class='licontent'>The <i>investment advisor</i> or sponsor of any <i>investment company</i> identified in paragraph (i)(A)(1) of this section.</span></p><p><span class='lieheadInner1'>C)</span><span class='licontent'>Any entity controlled by or controlling:<p><span class='lieheadInner2'>1)</span><span class='licontent'>An entity under audit identified by (i)(A) above, or</span><p><p><span class='lieheadInner2'>2)</span><span class='licontent'>An <i>investment advisor</i> or sponsor identified in (i)(B) above. When the entity is controlled by, an <i>investment advisor</i> or sponsor in<br>(i)(B) above, such entity is included within the investment company complex if:</li><p><span class='lieheadInner3'>(i)</span><span class='licontent'>The entity and the entity under audit are each material to the <i>investment advisor</i> or sponsor identified by (i)(B), or</span></p><p><span class='lieheadInner3'>(ii)</span><span class='licontent'>The entity is engaged in the business of providing administrative, custodial, underwriting, or transfer agent services to any entity identified by (i)(A) or (B) of this section.</span></p></span></p><p><span class='lieheadInner1'>D)</span><span class='licontent'>Any entity under common control with the entity identified in (i)(A) of this section, any <i>investment advisor</i> or sponsor identified by (i)(B) of this section, or any entity identified by (i)(C) of this section; if the entity:<p><span class='lieheadInner2'>1)</span><span class='licontent'>Is an <i>investment company</i> or <i>investment advisor</i> or sponsor, when the entity and the entity under audit identified by (i)(A) of this section are each material to the controlling entity, or</span></p><p><span class='lieheadInner2'>2)</span><span class='licontent'>Is engaged in the business of providing administrative, custodial, underwriting, or transfer agent services to any entity identified by (i)(A) or (B) of this section.</span></p></span></p></span></p><p><span class='lieheadInner1'>E)</span><span class='licontent'>Any entity over which an entity under audit identified by paragraph<br>(i)(A) of this section has <i>significant influence</i>, unless the entity is not material to the entity under audit identified by paragraph (i)(A) of this section, or any entity that has <i>significant influence</i> over an entity under audit identified by paragraph (i)(A) of this section, unless the entity under audit identified in paragraph (i)(A) of this section is not material to the entity that has <i>significant influence</i> over it; and</span></p><p><span class='lieheadInner1'>F)</span><span class='licontent'>Any <i>investment company</i> that has an <i>investment adviser</i> or sponsor included in this definition by paragraphs (i)(A) through (i)(D) of this section.</span></p></span></p><p><span class='liehead'>(ii)</span><span class='licontent'>An investment company, for purposes of this section, means any <i>investment company</i> or an entity that would be an <i>investment company</i> but for the exclusions provided by Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)).</span></p><p><span class='liehead'>(iii)</span><span class='licontent'>An <i>investment advisor</i>, for purposes of this definition, does not include a sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor.</span></p><p><span class='liehead'>(iv)</span><span class='licontent'>Sponsor, for purposes of this definition, is an entity that establishes a unit investment trust (S-X 2-01(f)(14)).</span></p></ol><p>The investment company complex rules apply only to <i>SEC audit clients.</i></p>",
                    "index": "m01_p06,m05_p06",
                    "audio": ""
                },
                {
                    "title": "issuer",
                    "description": "<p>An entity that has issued securities which are registered under section 12 of the Securities Exchange Act of 1934, or that is required to file reports under section 15(d), or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933, and it has not been withdrawn.</p>",
                    "index": "m03_p02,m03_p05",
                    "audio": ""
                }
            ]
        },
        {
            "id": "10",
            "glossary_alphabet": "J",
            "terms": [

            ]
        },
        {
            "id": "11",
            "glossary_alphabet": "K",
            "terms": [{
                "title": "KPMG Independence Compliance System (KICS)",
                "description": "<p>The KPMG Independence Compliance System or <i>KICS</i> is a searchable database of lenders and publicly traded stocks, bonds, and mutual funds and is the primary source of conclusive evidence about whether a publicly traded security or fund is a <i>restricted entity.</i></p><p>In addition to being a search engine to check whether an entity is a <i>restricted entity</i>, KICS is also an independence tracking system for <i>KICS Persons</i> to enter their personal investments and loans.</p>",
                "index": "m00_p07,m04_p05,m02_p00,m01_p06",
                "audio": ""
            }]
        },
        {
            "id": "12",
            "glossary_alphabet": "L",
            "terms": [
                {
                    "title": "Launchpad",
                    "description": "<p>Launchpad  is KPMG’s enterprise-wide application, built on SAP. It enables our end-to-end sales and marketing activities, client service delivery lifecycle, and back-office functions. It integrates core processes such as Client Relationship Management, Marketing, Engagement Management, Billing, Financial Accounting, and Reporting.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "lead audit engagement partner (LAEP)",
                    "description": "<p>The lead audit engagement partner is the partner having primary overall responsibility for the audit engagement and the partner who signs the attest report.</p>",
                    "index": "m02_p00,m03_p05,m00_p02_08",
                    "audio": ""
                },
                {
                    "title": "lead audit managing director (LAMD)",
                    "description": "<p>A lead audit managing director is a managing director who is responsible for the audit engagement and its performance, and for the auditors' report(s) that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal, or regulatory body.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "loan",
                    "description": "<p>A financial transaction, the characteristics of which generally include, but are not limited to, an agreement that provides for repayment terms and a rate of interest. A loan includes, but is not limited to, a broker-dealer margin account, a guarantee of a loan, a letter of credit, a line of credit, a loan commitment, and a bank account over-draft protection not tied to a credit card or savings account. With respect to (i) limited partnerships (or similar type entities) in which Members of the Firm have a combined interest exceeding 50% of the total limited partnership interests, and  (ii) general partnerships in which Members of the Firm can control the partnership, loans are ascribed to each partner on the basis of legal liability as a limited or general partner (ET 0.400.29).</p>",
                    "index": "m01_p04,m00_p07,m01_p06,m04_p05",
                    "audio": ""
                }
            ]
        },
        {
            "id": "13",
            "glossary_alphabet": "M",
            "terms": [{
                    "title": "Management Review Panel (MRP)",
                    "description": "<p>The Management Review Panel is co-chaired by the Vice Chair of Risk Management and the Vice Chair and General Counsel - Legal, Regulatory and Compliance and also includes the following members: the Chief Compliance Officer; the National Managing Partner - Human Resources, National Managing Partners for Audit, Advisory, Tax, and Clients and Markets (or delegate); the Ombudsman; and the Partner in Charge, Risk Management - Independence.</p><p>The MRP reviews identified violations of the firm’s independence policies and determines the corresponding category of the sanction, including the applicable financial sanction.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "material",
                    "description": "<p>Materiality is an engagement-specific metric based on facts and circumstances. The most commonly used net benchmark is net income from continuing operations (before taxes). The most common gross benchmarks are total assets or total revenue.</p><p>For personal independence matters, the benchmark for materiality is generally an individual’s net worth.</p><p>Amounts are generally considered to be material if they exceed 5% for SEC restricted entities or 10% for AICPA restricted entities of a given benchmark. Based on facts and circumstances, an amount that is less than 5% or 10% of a given benchmark may be considered material.</p>",
                    "index": "m01_p06,m04_p05,m00_p02_06",
                    "audio": ""
                },
                {
                    "title": "Member of the Firm",
                    "description": "<p>A <i>member of the firm</i> includes:</p><ul><li>All partners (including principals) and any client facing professional employees having managerial responsibilities with the firm (<i>e.g.,</i> managing directors, directors, managers, senior managers, and certain other directors and senior managers as described below) and any other personnel of the firm who is required to comply with the firm’s independence policies as determined by the Partner in Charge – Risk Management, Independence in conjunction with the individual’s supervisor. This group is collectively referred to as the <i>management group.</i></li><li>Professional staff (<i>i.e.</i>, associates), or any professionals serving as members of the engagement team providing <i>any</i> professional service to the restricted entity (including its affiliates).</li><li>Other professionals who directly market services to the restricted entity, or who consult with an engagement team on a client specific matter.</li></ul><p>Directors who do not have client service responsibilities are not considered <i>members of the firm</i> unless they have responsibility for overall management of the <i>firm</i>, development or establishment of <i>firm</i> policies on technical matters, or implementation of or compliance with the following five elements of quality control:</p><ul><li>Independence, integrity and objectivity</li><li>Personnel management</li><li>Acceptance and continuation of clients and engagements</li><li>Engagement performance</li><li>Monitoring.</li></ul>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "members of the management group",
                    "description": "<p>Members of the management group include: partners, principals, client-facing senior managers, client-facing managers, client-facing directors, client-facing managing directors and certain other senior managers and directors.  Additionally, any other personnel of the firm that is required to comply with the firm’s independence policies as determined by the Partner-in-Charge of Independence in conjunction with the individual’s supervisor.</p><p>Directors and senior managers who do not have client service responsibilities are not considered members of the management group unless they have responsibility for overall management of the firm, development or establishment of firm policies on technical matters, or implementation of, or compliance with, the following five elements of quality control:</p><ul><li>independence, integrity, and objectivity</li><li>personnel management</li><li>acceptance and continuation of clients and engagements</li><li>engagement performance</li><li>monitoring.</li></ul>",
                    "index": "",
                    "audio": ""
                }
            ]
        },
        {
            "id": "14",
            "glossary_alphabet": "N",
            "terms": [{
                "title": "non-employee",
                "description": "<p>Any individual used by the firm to provide services to clients who is not on-boarded as a KPMG employee or partner (e.g., temporary workers, contractors, subcontractors). Individuals who are on a rotational or other assignment from a KPMG member firm through Global Mobility are NOT included in this definition. Also NOT included in this definition are any individual employees of another accounting firm registered with the PCAOB.</p>",
                "index": "",
                "audio": ""
            }]
        },
        {
            "id": "15",
            "glossary_alphabet": "O",
            "terms": [{
                "title": "ongoing monitoring activities",
                "description": "<p>Ongoing monitoring activities are the procedures designed to assess the quality of internal control performance over time. These activities are built into the normal, recurring activities of an entity and include regular management and supervisory activities, comparisons, reconciliations, and other routine actions.</p>",
                "index": "",
                "audio": ""
            }]
        },
        {
            "id": "16",
            "glossary_alphabet": "P",
            "terms": [{
                    "title": "partner",
                    "description": "<p>The following shall be treated as partners for risk and independence purposes (an individual’s level of authority rather than their title determines whether they are a partner or partner equivalent):</p><ul><li>Partner: A shareholder, an equity or a non-equity partner, or any individual who assumes the risks and benefits of firm ownership or is otherwise held out by the firm to be the equivalent of a partner.</li><li>Partner equivalent: A professional employee who is not a partner of the firm but who either:<ul><li>Has the ultimate responsibility for the conduct of a client engagement, including the authority to sign KPMG’s name to a client deliverable or to authorize others to issue a client deliverable on behalf of KPMG without partner approval; or</li><li>Has the authority to bind the firm to conduct an engagement without partner approval. For example, has the authority to sign an engagement letter or contract without partner approval.</li></ul></li></ul>",
                    "index": "m03_p07,m02_p00,m03_p03,m03_p05,m00_p02_08",
                    "audio": ""
                },
                {
                    "title": "PCAOB",
                    "description": "<p>The Public Company Accounting Oversight Board (PCAOB) is a nonprofit corporation established by Congress to oversee the audits of public companies in order to protect investors and the public interest by promoting informative, accurate, and independent audit reports. The PCAOB also oversees the audits of SEC-registered brokers and dealers, including compliance reports filed pursuant to federal securities laws, to promote investor protection. It was created by the Sarbanes-Oxley Act of 2002.</p>",
                    "index": "m00_p02_03,m00_p02_04,m00_p02_09,m00_p07,m03_p04,m03_p07,m00_p03_1,m01_p03,m02_p00,m03_p02,m03_p03,m03_p05",
                    "audio": ""
                },
                {
                    "title": "Publicly Held Audit Client List (PHAC)",
                    "description": "<p>Publicly Held Audit Client listing. A database of listed entities that are audit clients of KPMG member firms.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "policies and procedures approach",
                    "description": "<p>Approach for Audit Committee approval whereby:</p><ul><li>engagement is entered into based on pre-approval policies and procedures approved by the Audit Committee</li><li>scope of work must be detailed to a particular service allowed to be approved under pre-approval policies – the use of broad categorical approvals are not acceptable</li><li>description of service must allow the Audit Committee to understand the service and be able to make an informed decision about how the service may impact the firm’s independence, including the fee arrangement.</li></ul>",
                    "index": "m03_p02",
                    "audio": ""
                },
                {
                    "title": "Potentially Prohibited Service",
                    "description": "<p>A Potentially Prohibited Service is a service which may be prohibited for SEC audit clients and their affiliates (e.g., bookkeeping, tax services for an individual in an FROR, internal audit, legal services). If the Engaging Party selected in the Sentinel Query/Request is an SEC audit client or affiliate, the service(s) selected on the Query/Request may be tagged as a “Potentially Prohibited Service.” If a Potentially Prohibited Service was selected, the service will need to be approved by Risk Management – Independence once the request is approved by the Sentinel Lead Partner.</p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "professional engagement period",
                    "description": "<p>The <i>professional engagement period</i> begins at the earlier of: (a) the signing by the <i>firm</i> of an initial engagement letter (or other agreement to audit or review a client’s financial statements), or (b) the date services are first provided to the <i>audit client</i>, including planning.  The period lasts for the entire duration of the professional relationship (which could cover many periods) and ends with the formal (for <i>SEC audit clients</i> this means notifying the SEC that there has been a change in auditors) or informal notification, either by the <i>firm</i> or the <i>audit client,</i> of the termination of the professional relationship, or by the issuance of a report, whichever is later.  Accordingly, the period does not end with the issuance of a report and recommence with the beginning of the following year's audit engagement (S-X 2-01(f)(5) and ET 0.400.39).</p>",
                    "index": "m01_p06,m02_p00",
                    "audio": ""
                },
                {
                    "title": "professionals",
                    "description": "<p><i>Professionals</i> include <i>partners</i>, client facing managing directors, client facing directors, client facing senior managers, client facing managers, client facing staff members and certain other directors and mangers as described in the definition for <i>member of the firm</i>.</p>",
                    "index": "m00_p02_03,m00_p04,m00_p07,m00_p35,m04_p05,m00_p03_1,m01_p01,m02_p00,m03_p03,m04_p02,m00_p02_06",
                    "audio": ""
                },
                {
                    "title": "public company",
                    "description": "<p>Any entity or fund: </p><p><span class='liehead'>(i)</span><span class='licontent'>whose securities trade on a public market, either on a stock exchange (domestic or foreign) or on the over-the-counter market, including securities quoted only locally or regionally </span></p><p><span class='liehead'>(ii)</span><span class='licontent'>that makes a filing with a regulatory agency in preparation for the sale of any class of its securities on a public market, or</span></p><p><span class='liehead'>(iii)</span><span class='licontent'>that is a subsidiary, corporate joint venture, or other entity controlled by an entity covered by (i) or (ii).</span></p>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "Public Interest Entity (PIE) ",
                    "description": "<p>Solely for the purposes of determining auditor independence, a public interest entity is:</p><p><span class='liehead'>a)</span><span class='licontent'>a listed entity;</span></p><p><span class='liehead'>b)</span><span class='licontent'>an entity<p><span class='lieheadInner1'>i)</span><span class='licontent'>defined by regulation or legislation as a public interest entity; or</span><p><span class='lieheadInner1'>ii)</span><span class='licontent'>for which the audit is required by regulation or legislation to be conducted in compliance with the same independence requirements that apply to the audit of listed entities.  Such regulation may be promulgated by any relevant regulator, including an audit regulator; and</span></p></li></p><p><span class='liehead'>c)</span><span class='licontent'>any other entity, or categories of entity, designated by a KPMG member firm's local professional body as a public interest entity. Factors to be considered in this designation include:<p><span class='lieheadInner1'>i)</span><span class='licontent'>the nature of the business, such as the holding of assets in a fiduciary capacity for a large number of stakeholders (for example, financial institutions such as banks, insurance companies and pension funds);</span></p><p><span class='lieheadInner1'>ii)</span><span class='licontent'>size; and</span></p><span class='lieheadInner1'>iii)</span><span class='licontent'>number of employees.</span></p><p>The fact that an entity requires an Engagement Quality Control review due to the extent to which it involves a matter of public interest does not necessarily mean that the entity should be regarded as a public interest entity for the purposes of applying auditor independence rules or requirements.</p>",
                    "index": "",
                    "audio": ""
                }
            ]
        },
        {
            "id": "17",
            "glossary_alphabet": "Q",
            "terms": []
        },
        {
            "id": "18",
            "glossary_alphabet": "R",
            "terms": [{
                    "title": "relationship partner",
                    "description": "<p>If a partner regularly interacts with senior management and/or the Audit Committee, the partner is considered a relationship partner for independence purposes. However, the partner would generally not be considered to be a relationship partner if:</p><ul><li>the partner does not meet more than twice a year with senior management and/or the Audit Committee to discuss the firm’s relationship and/or quality of service. </li><li>the total time involved is less than 10 hours. </li><li>the partner does not attend Audit Committee meetings or participate in substantive discussions regarding the audit with the audit team, client senior management, or the Audit Committee.</li></ul>",
                    "index": "",
                    "audio": ""
                },
                {
                    "title": "restricted entity",
                    "description": "<p>An entity, including its <span class='glossaryLink' data-gtitletext='affiliate'>affiliates</span>, for which the <span class='glossaryLink' data-gtitletext='firm'>firm</span> or a KPMG member firm provides services requiring independence.</p>",
                    "index": "m04_p05,m01_p03,m02_p00,m04_p07,m01_p05",
                    "audio": ""
                },
                {
                    "title": "Restricted Entity List (REL)",
                    "description": "<p>The Restricted Entity List (REL), also known as the Publicly Held Audit Client (<i>PHAC</i>) list, is an extended database of restricted listed entities and certain restricted unlisted entities, both inside and outside the US.  Entities included on the REL/PHAC are marked as restricted in the <a href='https://www.kics.kpmg.com/dashboard' target='_blank'>KPMG Independence Compliance System (KICS)</a>.  KICS is a searchable database of lenders and publicly traded stocks, bonds, and mutual funds and is the primary source of conclusive evidence about whether a publicly traded security or fund is an audit client or its affiliate.  Restricted entities are clearly identified as restricted or restricted for covered persons only in KICS.</p>",
                    "index": "m02_p00",
                    "audio": ""
                }
            ]
        },
        {
            "id": "19",
            "glossary_alphabet": "S",
            "terms": [
                {
                    "title": "safeguards",
                    "description": "<p>Actions or other measures that may eliminate a threat or reduce a threat to an acceptable level.</p>",
                    "index": "m01_p03",
                    "audio": ""
                },
                {
                    "title": "SEC",
                    "description": "<p>U.S. Securities and Exchange Commission (SEC). SEC is responsible for:</p><ul><li>interpreting and enforcing federal securities laws </li><li>issuing new rules and amending existing rules </li><li>overseeing the inspection of securities firms, brokers, investment advisers, and ratings agencies</li><li>overseeing private regulatory organizations in the securities, accounting, and auditing fields, and</li><li>coordinating U.S. securities regulation with federal, state, and foreign authorities.</li></ul>",
                    "index": "m00_p03_1,m00_p02_03,m00_p02_04,m00_p02_06,m00_p02_08,m00_p04,m00_p07,m00_p35,m01_p04,m01_p05,m01_p06,m01_p07,m02_p02,m03_p07,m04_p05,m05_p06,m01_p03,m00_p02_09,m02_p00,m02_p01,m03_p02,m03_p03,m03_p05,m05_p03",
                    "audio": ""
                },
                {
                    "title": "SEC audit client",
                    "description": "<p>For independence purposes, SEC audit clients are <i>audit clients</i> that are:</p><p><span class='liehead'>(i)</span><span class='licontent'><i>Issuers</i> making an initial filing, including amendments, under the 1933 Act.</span></p><p><span class='liehead'>(ii)</span><span class='licontent'>Registrants, which includes issuers, registered investment companies, registered investment management companies, registered broker/dealers and registered investment advisers, that file periodic reports that include audited financial statements (for example, Forms N-CSR and 10-K, X-17 A-5 Focus Report and ADV) with the SEC under the 1940 Act or the 1934 Act.</span></p><p><span class='liehead'>(iii)</span><span class='licontent'>Employee stock purchase, savings, or similar plans that file a Form 11-K with the SEC pursuant to Section 15(d) of the 1934 Act.</span></p><p><span class='liehead'>(iv)</span><span class='licontent'>Banks or other lending institutions that file periodic reports with the Comptroller of the Currency, the Federal Reserve System, the Federal Deposit Insurance Corporation (FDIC), or the Office of Thrift Supervision because the powers, functions, and duties of the SEC to enforce its periodic reporting provisions are vested, pursuant to section 12(i) of the 1934 Act, in those agencies, and insured depository institutions that file with the FDIC that have $500 million or more in total assets, including those that are not specifically subject to the Securities Exchange Act of 1934 (i.e., non-public financial institutions).</span></p><p><span class='liehead'>(v)</span><span class='licontent'>Companies whose financial statements appear in the annual reports and/or proxy statements of investment funds because they are sponsors or managers of such funds, even though they are not themselves registrants required to file periodic reports under the Investment Company Act of 1940 or Section 13 or 15(d) of the 1934 Act.</span></p><p><span class='liehead'>(vi)</span><span class='licontent'>Companies that are subject to surprise custody examinations or internal control reporting performed pursuant to the requirements of the SEC's Custody Rule and pooled investment vehicles whose SEC registered investment advisers are relying on an exemption to the surprise custody examination requirement, which permits utilization of the pooled investment vehicle's audited financial statements in lieu of a surprise custody examination.</span></p><p><span class='liehead'>(vii)</span><span class='licontent'>Companies required to obtain a compliance attestation report or an audit report on financial statements that will be included in a report filed with the SEC pursuant to the requirements of Regulation AB.</span></p><p><span class='liehead'>(viii)</span><span class='licontent'>Companies required to obtain an audit report on financial statements that will be included in an exempt offering involving sales to any non-accredited investors pursuant to the requirements of SEC Regulation D. (Non-accredited investors are any investors that do not meet the definition of an accredited investor in Regulation D, Rule 501(a).).</span></p><p><span class='liehead'>(ix)</span><span class='licontent'>Any persons associated with such client in a decision-making capacity such as officers, directors, or substantial shareholders.</span></p><p>In most situations, independence rules applicable to SEC audit clients are also applicable to affiliates of the audit client. Refer to specific policies within this manual to determine the appropriate application of the policy to affiliates of an audit client.</p><p>As it relates to non-audit services, the term SEC audit client includes entities that are expected to be SEC audit clients.</p>",
                    "index": "m00_p07,m00_p35,m01_p05,m01_p06,m04_p05,m02_p01,m00_p02_08,m00_p02_06",
                    "audio": ""
                },
                {
                    "title": "Sentinel",
                    "description": "<p>The Sentinel application enables identification of proposed services that require pre-approval by a lead audit engagement partner of an <i>SEC audit client</i> (as well as select other restricted clients), and identification of potential conflicts with proposed services arising from prior existing relationships and engagements.  Sentinel also facilitates and documents the required notification, pre-approvals, and conflict clearances.  Sentinel is also used to facilitate appropriate lead partner approvals and conflict checks for proposed business relationships.</p>",
                    "index": "m00_p02_03,m00_p02_04,m00_p07,m01_p04,m01_p06,m04_p05,m02_p00,m02_p01,m03_p03,m00_p02_08,m00_p02_06,m05_p03",
                    "audio": ""
                },
                
                {
                    "title": "Sentinel Lead Partner (SLP)",
                    "description": "<p>The partner designated to approve engagement requests in Sentinel.</p>",
                    "index": "m03_p03,m00_p02_08",
                    "audio": ""
                },
                {
                    "title": "Sentinel request",
                    "description": "<p>A submission to Sentinel, beginning with a Sentinel Query, in order to carry out a proposed engagement or business relationship to comply with lead partner approval and conflict check requirements.</p>",
                    "index": "m00_p02_04,m01_p06,m02_p02,m04_p05,m03_p03",
                    "audio": ""
                },
                {
                    "title": "significant influence",
                    "description": "<p>A person or entity that can exercise significant influence over the operating, financial, or accounting policies of another entity if, for example, the person or entity meets the criteria established by ASC paragraphs 323-10-15-6 through 15-11  and its interpretations to determine the ability of an <i>investor</i> to exercise such influence with respect to an entity (ET 0.400.45).  Significant influence is presumed where there is a direct or indirect ownership of 20% or more of the voting stock of an <i>investee</i>. However, other factors that may evidence significant influence may need to be considered where ownership is less than 20% such as representation on the board of directors, participation in policy making processes, material intercompany transactions, interchange of managerial personnel, and technological dependency. The presumption of significant influence can be overcome by the existence of predominant evidence to the contrary.</p>",
                    "index": "m01_p06,m04_p05",
                    "audio": ""
                },
                {
                    "title": "spousal equivalent",
                    "description": "<p>Spousal equivalent means a cohabitant occupying a relationship generally equivalent to that of a spouse. Professionals are strongly encouraged to use the <a href ='https://portal.us.kworld.kpmg.com/bpg/rm/Documents/Independence/Spousal%20Equivalent%20Framework.pdf' target='_blank'>Spousal Equivalent Framework</a> to assess whether they are in a relationship with someone who could be considered a spousal equivalent for independence purposes.</p>",
                    "index": "m00_p07,m04_p03",
                    "audio": ""
                },
                {
                    "title": "subsidiary",
                    "description": "<p>A company whose voting stock is more than 50% controlled by another company, usually referred to as the parent company or holding company. A subsidiary is a company that is partly or completely owned by another company that holds a controlling interest in the subsidiary company.</p>",
                    "index": "m02_p01",
                    "audio": ""
                }
            ]
        },
        {
            "id": "20",
            "glossary_alphabet": "T",
            "terms": [{
                "title": "threats",
                "description": "<p>Relationships or circumstances that could impair independence.<br>Threats defined by the AICPA Code of Professional Conduct include:<ul><li>adverse interest</li><li>advocacy</li><li>familiarity</li><li>management participation </li><li>self-interest</li><li>self-review</li><li>undue influence.</li></ul></p>",
                "index": "m01_p03",
                "audio": ""
            }]
        },
        {
            "id": "21",
            "glossary_alphabet": "U",
            "terms": []
        },
        {
            "id": "22",
            "glossary_alphabet": "V",
            "terms": [

            ]
        },
        {
            "id": "23",
            "glossary_alphabet": "W",
            "terms": [

            ]
        },
        {
            "id": "24",
            "glossary_alphabet": "X",
            "terms": [

            ]
        },
        {
            "id": "25",
            "glossary_alphabet": "Y",
            "terms": [

            ]
        },
        {
            "id": "26",
            "glossary_alphabet": "Z",
            "terms": [

            ]
        }
    ]
}