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(a) The Company is responsible for maintaining accurate accounting records [US GAAP][IFRS][Good Industry Practice] in a currency agreed upon by the Parties, in order to comply with Applicable Law and this Agreement and to support all fiscal returns or any other accounting reports required by the State in relation to the Project.
(b) The Company must keep in the State complete, accurate and up to date technical and commercial books and records of all Mining Operations under this Agreement, including those relating to all revenues, expenditures, Mineral production, shipment, sales or use of mineral production and products, all maps, geological, geophysical, mining, technical and other data, records and interpretations, Mineral analyses, samples and reports, connected with and arising from such Mining Operations.
(c) The Company must supply and file such technical and commercial information, reports, returns and statements at such times and in such form as may be required by Applicable Law.
(d) All books and records must be maintained and made available for inspection by an auditor appointed under and in accordance with this Agreement for six (6) years following the calendar year in which the books and records were created or, if longer, the relevant period required by Applicable Law.
(e) The Company shall maintain all financial, employment, commercial and other books and records and comply with all other reporting and filing obligations under Applicable Law and shall conduct its activities in accordance with Applicable Law, Regulations and Directives.

*See 12.0 Inspection of Books, Records and Information, Independent Audit for the MMDA provisions relating to inspection and audit of books and records.

Example 1
Inspection and Audit Rights.

(a) The STATE, through its appropriate agencies, shall have the right, at its sole risk, cost and expense, on reasonable Notice to Company and subject to reasonable safety regulations, to inspect from time to time all Operations. Any such inspection shall be made during Company’s normal business hours on Business Days and shall not interfere with Operations.
(b) Representatives of the STATE shall, upon ten (10) Business Days’ prior Notice, have the right to inspect and copy, at its sole cost, all books and records of Company and its Affiliates (provided, however, that the ten (10) Business Day period shall be extended to a reasonable period in the event books and records of Affiliates are not located in the Dominican Republic) relating to the performance of any of Company’s obligations under this Agreement. Company shall make all such books and records available in the Country. Such access shall be granted during normal business hours and upon Company’s receipt of appropriate consents and authorizations.
(c) The STATE shall indemnify and hold harmless Company and its Affiliates from any and all Losses arising out of any death, personal injury, or property damage sustained by the STATE, Company, or their agents, employees or representatives resulting from the gross negligence or willful misconduct of the STATE’s employees or agents in conducting any audit or inspection in or upon the Mine as permitted under this Agreement, except to the extent such Losses arise from the gross negligence or willful misconduct of Company or its agents, consultants or employees.

Example 2
Government Inspection and Audit

a. The Government, through the Secretary or his authorized representatives shall have the right to free ingress and egress within any part of the Contract Area at any reasonable time to inspect works or activities being undertaken or implemented by the Contractor in order to monitor and verify compliance with the terms of this Agreement and all applicable laws, rules and regulations.
b. The Government, through the Secretary or representatives authorized by the Secretary, shall have access to the Contractor’s financial and other records and transactions at any time upon reasonable advance notice, the right to copy therefrom, for the purpose of assessing the performance and compliance of the Contractor with the terms of this Agreement and all applicable laws, rules and regulations or to aid in the enforcement of the same.
c. Authorized representatives of other Government agencies may also have access to Contractor’s financial and other records in accordance with existing laws, rules, and regulations.
d. The Government, shall upon reasonable notice to the Contractor, have the right to audit the Contractor’s books, records and accounts relating to this Agreement for any Calendar Year within the one (1) year period following the end of such Calendar Year. Any such audit will be completed within twelve (12) months after its commencement. Any exception must be made in writing within sixty (60) days following the completing of such audit and failure to give such written exception within such time shall establish the correctness of the Contractor’s books, records and accounts for the period of such audit.

Example 3
3.24 As soon as practicable after the annual financial statements of the Investor are available for that financial year, an audit of the capital costs and operating costs among other things shall be conducted by an internationally recognised and reputable audit and accounting firm which may be undertaken as part of, or in conjunction with, the audit referred to in Clause 9.7.

[…]

9.7 The Investor shall submit an investment report, audited by an internationally recognized and not conflicted (under professional rules) accounting and auditing firm, in respect of each Calendar Year to the State administrative authority in charge of geology and mining within the first Calendar Quarter of the following Calendar Year, using the approved format.

Example 4
ARTICLE 8 BOOKS, RECORDS, AND REPORTS
8.1 General
Licensee shall keep and maintain during the term of this Agreement all financial, employment, commercial, and other books and records of its operations as provided for in the Mining Proclamation, Mining Tax Proclamation, Regulations and Directives issued thereunder.

8.2 Inspection
Licensee shall make available to the Licensing Authority or its duly authorized officials, upon not less than 48 hours prior notice to Licensee, all such books and records for the purposes of inspection.

8.3 Annual Report
Within thirty (30) days of each anniversary of the Commencement Date, the Licensee shall submit to the Licensing Authority an annual exploration and technical assessment report in the form and content provided for in the Mining Proclamation, Mining Tax Proclamation, Regulations and Directives.

Example 5
Inspection and Audit Rights

(a) The GOVERNMENT, through the [RELEVANT GOVERNMENT OFFICES], acting within the scope of their respective powers, and subject to procedures under the Law, shall, at its sole risk, cost and expense inspect the operations and facilities of the Mine provided that representatives of the agencies of THE GOVERNMENT comply with the mining-industrial safety regulations imposed by from time to time by THE COMPANY. Such inspections shall be made during THE COMPANY’s normal business hours on Business Days and shall not interfere with Operations of THE COMPANY, except in cases of force majeure.
The employees and contractors of THE GOVERNMENT working with some permanence within the site of the Mine, in activities derived from this Agreement shall observe and comply with the mining-industrial safety regulations established by THE COMPANY and the mutually agreed regulation on entrance and exit that will not interfere with THE COMPANY’s work nor jeopardize the Operations.
(b) If the purpose of the inspection is an audit or of a fiscal nature, the authorized representatives of THE GOVERNMENT, giving reasonable advance Notice and subject to compliance with the mining-industrial safety regulations established by THE COMPANY from time to time, shall, at its own cost, inspect all the books and records of THE COMPANY and its Affiliates as they relate to THE COMPANY’s performance under this Agreement.
THE COMPANY shall be bound to maintain its books in the country. Notwithstanding the aforementioned, the Affiliates of THE COMPANY, shall be obliged to show their books and records in a term no longer than ten (10) Business Days beginning from the reception of the request, all without undermining the right of THE GOVERNMENT to verify data abroad with the authority of this Agreement, if deems it convenient.
(c) The GOVERNMENT shall indemnify and hold harmless THE COMPANY and its Affiliates from any and all Losses arising out of any death, personal injury, or property damage sustained by the GOVERNMENT, THE COMPANY, or their agents, employees or representatives resulting from the gross negligence or willful misconduct of the GOVERNMENT’s employees or agents in conducting any audit or inspection in or upon the Project as permitted under this Agreement, except to the extent such Losses arise from the gross negligence or willful misconduct of THE COMPANY or its agents, consultants or employees.

Example 6
The Company shall maintain all original records and reports relating to its activities and operations under this Agreement including all documents relating to financial and commercial transactions with independent parties and affiliates in its principal office in Country for a period of three (3) years. These records and reports shall be opened to inspections by Government through an authorized representative during normal working hours upon Government giving not less than one (1) week advance notice of its intention to inspect. Such reports and records shall be maintained in the English language and all financial data shall be recorded in US dollars or [other currency].

All records, reports, plans, maps, charts, accounts, and information which the Company is or may be from time to time required to supply under the provisions of this Agreement shall be supplied at the expense of the company.

Example 7
The Company shall always conduct and maintain in Country, precise, complete, and systematic technical records in connection with financial reports showing a true and fair view of all of its operations and the status of proven, probable and possible ore reserves, including mining, processing, transportation and marketing in accordance with generally accepted accounting principles, stated in [host country currency] or in equivalent United States dollars. The financial and other reports may be presented in English and in US Dollars together with its conversion into [host country currency].

The Tax Return (SPT) with its appendices and tax payment liability shall be maintained in the ___ language and [host country] currency. The Company shall keep financial ‘record or notes and basic document and other supporting documents which relate to the Enterprise within ten (10) years. The Company shall furnish to the Government annual financial statements consisting of a balance sheet and income statement and all such other financial information in accordance with generally accepted accounting principles in Country and all such other information concerning its operations in reasonable detail and such detail as the Government may reasonably request.

Example 8
17.2 Financial Statements and Audit.

a. Each of the Concessionaire and the Operating Company shall deliver to the Government within 90 days after the end of each of its respective Financial Years, or within such shorter period as may then be required by applicable Law:

i) a balance sheet of the Concessionaire or the Operating Company, as applicable, as at the end of such year, and
ii) statements of income, changes in shareholders’ equity and cash flows of the Concessionaire or the Operating Company, as applicable, for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and certified by the chief financial officer of the Concessionaire or the Operating Company, as applicable, as having been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) or International Financial Reporting Standards (“IFRS”), consistently applied except as otherwise noted.

b. Such financial statements shall be accompanied by an opinion thereon of independent public accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of Operations and cash flows and have been prepared in conformity with GAAP or IFRS, consistently applied except as otherwise noted, that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.
c. Each year’s financial statements shall be accompanied by a certificate of the chief financial officer of the Concessionaire or the Operating Company, as applicable, to the effect that during the Financial Year then ended the Concessionaire or the Operating Company, as applicable, was in compliance with (1) Section 20.3, (2) Section 20.5 (setting forth in such certificate the value of the ratio provided for in such Section as at the end of each quarter of such Financial Year) and (3) Section 20.8 (or setting forth the extent of non-compliance at such time (if any) and the actions taken and being taken to remedy such non-compliance), and has made all deposits or contributions (if any) required by the closure management component of the applicable approved EMP.
d. Each year’s financial statements shall be accompanied by a listing of all transactions with Affiliates of the Concessionaire or the Operating Company, as applicable, or any of its respective shareholders, whether or not reflected in such financial statements, identifying the amount of the transaction, the Affiliate involved, the shareholder of which such entity is an Affiliate, and the nature of the transaction, certified by the chief financial officer of the Concessionaire or the Operating Company, as applicable, as being correct and complete. Transactions of the same type with the same entity that are individually immaterial may be aggregated rather than separately listed. Each of the Concessionaire and the Operating Company shall maintain contemporaneous documentation of each such transaction with an Affiliate evidencing that the pricing of the transaction was negotiated at arms-length.
e. If the Minister or the Government determines that it is necessary for it to cause an independent review or audit of the Concessionaire’s or the Operating Company’s own records or books or those of any Affiliate outside of Country, the Concessionaire will cooperate to provide the Government with copies of the information, books and records needed to complete the review or audit. If the Government nonetheless deems it necessary for any part of such audit to be performed outside of Country, the cost of associated travel will be borne by the Government except to the extent that the Concessionaire or the Operating Company is unable to provide the information, books or records needed to complete the audit in Country, in which case the Concessionaire or the Operating Company, as applicable, shall bear both the reasonable travel cost of a reasonable number of auditors selected by the Government to travel to the place where such information, books and records may be obtained and their accommodation costs for a reasonable amount of time necessary to complete their review.

[…]

20.2 Books and Records.
Each of the Concessionaire and the Operating Company will maintain proper books of record and account in conformity with GAAP or IFRS, as applicable under Section 17.6(a), and with all applicable requirements of Law.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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