Independent Governance Committee (IGC) ofthe Fédération Internationale de FootballAssociation (FIFA)

Report of the auditor to Managementon the specific elements of a financialstatement of the IGC (IGC financialelements) as of 31 December 2013

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Report of the auditorto the Management ofBasel Institute on Governance and FIFA

On your instructions, we have audited specific elements (Balance sheet, Profit and loss account andnotes) of the funds provided by FIFA for the independent operation of the IGC (IGC financial ele-ments) for the period from 1 January to 31 December 2013.

The Basel Institute on Governance Responsibility

The Basel Institute on Governance is responsible for the preparation of the IGC financial elements inaccordance with generally accepted Swiss accounting principles (Art. 957 f OR) and the accountingprinciples in the notes. This responsibility includes designing, implementing and maintaining aninternal control system relevant to the preparation of IGC financial elements that are free from mate-rial misstatement, whether due to fraud or error. The Basel Institute on Governance is further respon-sible for selecting and applying appropriate accounting policies and making accounting estimates thatare reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on the IGC financial elements based on our audit. Weconducted our audit in accordance with Swiss Auditing Standards. Those standards require that weplan and perform the audit to obtain reasonable assurance whether the IGC financial elements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers the internal control system relevant tothe preparation of IGC financial elements in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on the existence and effectivenessof the internal control system. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of accounting estimates made, as well as evaluating the overallpresentation of IGC financial elements. We believe that the audit evidence we have obtained is suffi-cient and appropriate to provide a basis for our audit opinion.

PricewaterhouseCoopers Ltd, St. Jakobs-Strasse 25, Postfach, 4002 BaselTelephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch

PricewaterhouseCoopers Ltd is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

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Opinion

In our opinion, the IGC financial elements for the year ended 31 December 2013 comply with generallyaccepted Swiss accounting principles (Art. 957 f OR) and the accounting principles in the notes.

PricewaterhouseCoopers Ltd

Ralph Maiocchi Michael Scheibli

Audit expert Audit expert

Basel, 3 March 2014

Enclosure:

- Financial statements (balance sheet, income statement and notes)

Balance Sheet at 31 December 2013

Assets Liabilities(in CHF) (in CHF)

Cash 39'291.35 Liability to FIFA 39'414.30other receivables 122.95

39'414.30 39'414.30

Profit and Loss account for the period from 1 January 2013 till 31 December 2013

(in CHF)Committee member fees -185'000.00Transport -48'475.95Hotel & meals -21'666.80

-255'142.75

Financial result 236.35Other expenses -9'739.45

-264'645.85

Administration expenses -14'475.00

Total expenses -279'120.85

Administration contribution FIFA 14'475.00

Advance payment FIFA 380'000.00Receivable from prior year -75'939.85 304'060.15

Outstanding liability FIFA 39'414.30

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1 Notes to the IGC financial elements

Notes to the IGC financial elements

The Basel Institute on Governance has prepared the IGC financial elements

in accordance with generally accepted Swiss accounting principles

The costs of the Independent Governance Committee (IGC) have been accounted for in five

categories:

Member fees

Transport

Hotel & meals

Administration expenses

Other expenses

Member fees

The IGC agreed with Fédération Internationale de Football Association (FIFA) on a standard daily fee

of CHF 5’000 per meeting day.

This fee includes all travel time and additional time spent for phone conferences, reviewing

documents as well as on contributing to and reviewing various IGC documents (e.g. reports, press

releases, working documents and presentations).

The Basel Institute on Governance (BIOG) monitored the individual time contributions of all IGC

members and compensated them accordingly after each meeting. The IGC members received a total

of CHF 185’000 of fees during the reporting period.

The BIOG agreed with FIFA, that any applicable taxes (e.g. VAT, withholding tax) and/or social

security contributions are under the responsibility and management of FIFA.

The composition of the IGC during the reporting period is summarized below.

Alexandra Wrage, founder and President of Trace International (Trace), waived any compensation for

member fees as well as reimbursement for transport, accommodation and any other cost.

The member fees for Prof. Mark Pieth were invoiced by and paid to the University of Basel.

Transport

Flight arrangements are based on business class and were arranged by the BIOG. Additional

transport expenses, such as taxi, were reimbursed to the IGC members against corresponding

receipts. A total of CHF 48’475.95 was spent for transport during the reporting period.

2 Notes to the IGC financial elements

Hotel & meals

Hotel arrangements and meals were prepared and booked by the BIOG. A total of CHF 21’666.80 was

spent for hotel accommodation and meals during the reporting period.

Administration expenses

The BIOG charged a total of CHF 14’475 during the reporting period for operating the IGC financial

elements and for performing administrative services, including bookkeeping and travel/meeting

logistics.

Other expenses

A total of CHF 9’739.45 was spent during the reporting period on various items, including auditor

fees, courier and printing services.

Organization of the IGC

Purpose

The purpose of the IGC is to oversee the creation and implementation of a framework of good

governance and controls for FIFA to ensure the organization’s integrity with the ultimate goal of

restoring confidence amongst all FIFA stakeholders, including fans and the wider public.

FIFA has delegated to the IGC the power and authority necessary to discharge its purpose, including

but not limited to the right to assess FIFA’s response to allegations of past and current misconduct,

and, if appropriate, to recommend further investigation. FIFA’s practices should conform to

applicable corporate and regulatory governance principles, including requirements relating to

transparency, independence, accountability, fiduciary responsibilities, and management oversight.

The IGC monitors FIFA’s governance reform process, reviews and assesses the work by the FIFA Task

Forces and the FIFA administration, submits corresponding proposals to the competent FIFA

institution (e.g. FIFA Executive Committee, FIFA Congress) and ensures their implementation.

The IGC acts and decides in full independence and based on its own discretion. The IGC decides

autonomously on its composition, decision-making, work processes and scope. The success of IGC’s

efforts is dependent on the full co-operation, openness and support by FIFA.

Composition

In November 2011, FIFA asked Prof. Mark Pieth to establish a group of independent governance

experts and stakeholder representatives to overview and support FIFA’s reform process. After a

3 Notes to the IGC financial elements

thorough and intensive search and selection process, including due diligence on candidates, Prof.

Pieth presented a group of 13 persons to form the IGC; 6 members representing the legal, the

compliance and the investigation disciplines and 7 members representing various football

stakeholder groups , i.e. Member Associations, Leagues, Clubs, Players, Media and Sponsors. The

FIFA Executive Committee acknowledged in its December 2011 meeting the composition and

independent role of the IGC and FIFA acknowledged IGC’s self-developed charter document on

January 27, 2012.

During the first reporting period (January 1, 2012 - December 31, 2012), 1 member left the

committee. In May 2012, Lydia Nsekera, decided to step down as a member of the IGC in order to

preserve the independence of the IGC, after she had been elected as member of the FIFA Executive

Committee by the FIFA Congress in 2012.

During the reporting period covered by these Notes (January 1, 2013 – December 31, 2013), 3

members left the committee. In January 2013, Mr. Seung-Tack Kim withdrew his membership to the

IGC as a representative of one of FIFA’s sponsors (Hyundai Motor Company), since he moved to a

new position. In April 2013, Alexandra Wrage informed the IGC to leave the committee for time

constraints. In June 2013, Sunil Gulati resigned as a member of the group in order to preserve the

independence of the IGC, after he had been elected as member of the FIFA Executive Committee by

the FIFA Congress in 2013.

In October 2013, the IGC communicated its decision to complete its mandate by the end of 2013.

Provision of funds

The operation of the IGC in accordance with its purpose is connected with certain costs (e.g.

administration/logistics/time); FIFA provides the funds necessary to operate the IGC. In order to

ensure the independence of the IGC, the financial relationship is managed at an arm’s length basis

with the BIOG acting as a trustee.

In consultation and agreement with the IGC, BIOG produces budgets relating to the operation of the

IGC. FIFA transfers the budgeted amounts to a separate and discretionary bank account of BIOG in

Switzerland. BIOG is obliged to solely use the funds for the operation of the IGC, as defined and

required by the IGC, using the discretionary bank account for all corresponding transactions.

Based on the IGC’s decision to complete its mandate and cease operations by the end of 2013, the

discretionary bank account was closed by January 31, 2014. The closure of the discretionary bank

account was based on the audited profit & loss statement and balance sheet of the IGC financial

elements as per December 31, 2013.

Controls

An independent external audit firm mutually agreed between FIFA and the IGC performs annual

audits on the use of funds provided by FIFA. FIFA and the IGC both receive the audit reports. BIOG is

obligated to fully disclose and document at any time all relevant transactions to the auditor, FIFA and

the IGC.