S.I. No. 220/2010 - European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010

• (8) The statutory auditor or audit firm shall report to the audit committee of the public-interest entity on key matters arising from the statutory audit of the entity, and, in particular, on material weaknesses in internal control in relation to the financial reporting process.

• (9) Subject, in the case of subparagraph (d), to paragraph (10), this Regulation shall not apply to a public-interest entity if it is—

• (a) a subsidiary undertaking within the meaning of Article 1 of Directive 83/349/EEC but only if the preceding requirements of this Regulation are complied with by a parent undertaking (within the meaning of that Article) of the first-mentioned undertaking in such a manner as ensures that any statutory audit of the first-mentioned undertaking comes within the purview of the relevant audit committee; or

• (b) a collective investment undertaking as defined in Article 1(2) of Directive 85/611/EEC, or

• (c) an entity that—

• (i) has, as its sole object, the collective investment of capital provided by the public,

• (ii) operates on the principle of risk spreading,

• (iii) does not seek to take legal or management control over any of the issuers of its underlying investments,

provided that it is authorised by, and subject to the supervision of, a body competent under Community law and has depositary exercising functions equivalent to those under Directive 85/611/EEC, or

• (d) an entity that has, as its sole business, the issuing of asset-backed securities as defined in Article 2(5) of Commission Regulation (EC) No. 809/2004, or

• (e) a credit institution within the meaning of Article 1(1) of Directive 2000/12/EC which satisfies the following conditions—

• (i) its shares are not admitted to trading on a regulated market of any Member State within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC,

• (ii) it has, in a continuous or repeated manner, issued only debt securities, provided that the total nominal amount of all such debt securities remains below €100,000,000; and

• (iii) it has not published a prospectus under Directive 2003/71/EC.

• (10) An entity that avails itself of the exemption under paragraph (9)(d) shall, by means of a statement to that effect included—

• (a) in any annual report published by it; or

• (b) in an annual return or other periodic statement delivered by it to the competent authority with registration functions or the Irish Financial Services Regulatory Authority,

set forth the reasons for why it considers the establishment of an audit committee by it is not appropriate and, accordingly, why it has availed itself of that exemption.

• (11) Paragraph (7) applies to a proposal of the board of directors (with respect to the appointment of a statutory auditor or audit firm to the public-interest entity) made at any time after the establishment of the audit committee in respect of the entity.

• (12) The other provisions of this Regulation with regard to the exercise of any power or the carrying out of any duty by, or in relation to, the audit committee apply with respect to accounts of the public-interest entity for financial years beginning on or after the establishment of the audit committee in respect of the entity.

PART 10 Regulatory arrangements between Member States

Chapter 1 Cooperation with other Member States

Cooperation with other Member States

• (2) For the purpose of discharging that responsibility, that competent authority shall put in place appropriate mechanisms, including arrangements with competent authorities in other Member States.

Specific requirements with regard to cooperation

• (2) The competent authorities under these Regulations responsible for approval, registration, quality assurance, inspection and discipline shall co-operate with the counterpart authorities in other Member States whenever necessary for the purpose of those competent authorities (or, as the case may be, the counterpart authorities) carrying out their respective responsibilities under these Regulations or, as the case may be, the laws of the other Member State concerned that implement the Directive.

• (3) The competent authorities under these Regulations with the foregoing responsibilities shall render assistance to the counterpart authorities in other Member States and, in particular, shall exchange information and co-operate with them in investigations related to the carrying out of statutory audits.

Confidentiality of information

• (a) is obtained in performing the functions, under any provision of these Regulations, of any of the competent authorities under these Regulations; and

• (b) has not otherwise come to the notice of members of the public.

• (2) A person who contravenes paragraph (1) is guilty of an offence and is liable—

• (a) on summary conviction, to a fine not exceeding €5,000, or

• (b) on conviction on indictment, to a fine not exceeding €12,500 or imprisonment for a term not exceeding 12 months or both.

Supplemental provisions in relation to Regulation 94

• (a) a member or director or former member or director of any board or committee, howsoever called, of any competent authority referred to in that Regulation;

• (b) an employee or former employee of any such competent authority; and

• (c) a professional or other advisor to any such competent authority, including a former advisor.

Obligation to supply information required for certain purposes and savingconcerning confidential information

• (2) Regulation 94 shall not prevent any of those competent authorities from complying with any such request or exchanging confidential information.

Obligation of competent authority to gather information

• (2) If a competent authority of whom such a request is made is not able to supply, without undue delay, the required information, it shall notify the competent authority in the other Member State that made the request of—

• (a) the fact of the delay; and

• (b) the reasons therefor.

Application of Regulation 94 to certain information

Requesting authority to be notified if its request not complied with

• (a) a competent authority of whom a request referred to in Regulation 96(1) is made does not comply with the request; and

• (b) the case is neither—

• (i) just one of a delay in complying with the request to which Regulation 97(2) relates; nor

• (ii) one of a refusal to comply with the request on any of the grounds referred to in Regulation 100,

the competent authority shall notify the competent authority in the other Member State that made the request of the reasons for that failure to comply.

• (2) If the competent authority referred to in subparagraph (a) of paragraph (1) is not the competent authority with supervisory and other functions, it shall also notify that competent authority of the reasons for the failure referred to in that paragraph.

Grounds for refusing request for information

• (a) there are reasonable grounds for believing that supplying the information concerned might adversely affect—

• (i) public order,

• (ii) the security of the State,

• (iii) the defence of the State, or

• (iv) the international relations of the State,

or

• (b) proceedings in any court in the State have already been initiated in respect of the same actions and against the same statutory auditor or audit firm, the subject of the request; or

• (c) a final determination has already been made by the competent authority in respect of the same actions and the same statutory auditor or audit firm, the subject of the request.

• (2) If the competent authority referred to in paragraph (1) is not the competent authority with supervisory and other functions, it shall not exercise the power thereunder to refuse to comply with a request save after consultation with that competent authority.

• (3) A competent authority that refuses, under paragraph (1), to comply with a request shall notify the competent authority in the other Member State that made the request of the reasons for the refusal.

• (4) If the first-mentioned competent authority in paragraph (3) is not the competent authority with supervisory and other functions, it shall also notify that competent authority of the reasons for the refusal referred to in that paragraph.

Use to which information may be put

• (2) Each of the competent authorities under these Regulations may use relevant information only for the performance by it of its functions under these Regulations and then only in the context of steps it takes in—

• (a) investigating and detecting failures to comply with these Regulations; and

• (b) initiating and employing disciplinary procedures, or maintaining proceedings in any court, in respect of any such failures.

• (3) Paragraph (2) is without prejudice to any obligations, by virtue of any proceedings being maintained in any court, to which a competent authority is subject as regards the use to which it may put information referred to in that paragraph.

References in Regulations 103 to 105 to counterpart authority

Counterpart authority to be notified of non-compliance with Directive

• (a) notify the counterpart authority in the other Member State of that opinion; and

• (b) include in that notification specific details of the matter and the grounds for its opinion.

Counterpart authority may be requested to carry out investigation

• (2) Such a request of a counterpart authority may be accompanied by a further request that one or more of the officers, or members of staff, of the requesting authority be allowed to accompany officers, or members of staff, of the counterpart authority in the course of the investigation.

• (3) If the competent authority referred to in paragraph (1) is not the competent authority with supervisory and other functions, it shall notify that competent authority of the making of the request referred to in that paragraph and, if such be the case, the making of the further request referred to in paragraph (2).

Duty of competent authority to take certain action

• (a) the entity specifically responsible, pursuant to the laws of another Member State that implement Article 36 of the Directive, for ensuring the cooperation referred to in that Article, or

• (b) the counterpart authority in another Member State,

that activities contrary to the provisions of the Directive are being, or have been, carried on in the State, it shall take appropriate action under these Regulations or the Act of 2003, as the case may be.

• (2) The competent authority shall inform the notifying entity or authority of the outcome of that action, and to the extent possible, of significant developments in the period pending that outcome.

• (3) If the competent authority referred to in paragraph (1) is not the competent authority with supervisory and other functions, it shall—

• (a) notify that competent authority of the taking by it of the action referred to in that paragraph; and

• (b) in addition to so informing, under paragraph (2), the notifying entity or authority of those matters, inform that competent authority of the outcome of that action, and to the extent possible, of significant developments in the period pending that outcome.

Due consideration to be given to counterparty’s request for investigation

• (2) If the request is acceded to by the competent authority, the investigation shall be subject to—

• (a) the overall control of the competent authority; and

• (b) unless the competent authority is the competent authority with supervisory and other functions, the supervision of the competent authority with supervisory and other functions.

• (3) For the purpose of this Regulation—

• (a) the reference in paragraph (1) to a request that is made pursuant to the laws of another Member State that implement Article 36 of the Directive is a reference to such a request, whether or not it is accompanied by a further request (made pursuant to those laws) that one or more of the officers, or members of staff, of the requesting authority be allowed to accompany officers, or members of staff, of the competent authority in the course of the investigation, and

• (b) the investigation is subject to the control as mentioned in paragraph (2) even if that further request is acceded to by the competent authority.

• (4) If the competent authority referred to in paragraph (1) is not the competent authority with supervisory and other functions, it shall notify that competent authority—

• (a) of the making of a request of it referred to in that paragraph; and

• (b) if the request is acceded to by it, of the fact of the request being so acceded to.

Grounds for refusing request for investigation

• (a) there are reasonable grounds for believing that acceding to the request might adversely affect—

• (i) public order,

• (ii) the security of the State,

• (iii) the defence of the State, or

• (iv) the international relations of the State,

or

• (b) proceedings in any court in the State have already been initiated in respect of the same actions and against the same statutory auditor or audit firm, the subject of the request; or

• (c) a final determination has already been made by the competent authority in respect of the same actions and the same statutory auditor or audit firm, the subject of the request.

• (2) If the competent authority referred to in paragraph (1) is not the competent authority with supervisory and other functions, it shall not exercise the power thereunder to refuse to accede to a request save after consultation with that competent authority.

• (3) A competent authority that refuses, under paragraph (1), to accede to a request shall notify the competent authority in the other Member State that made the request of the reasons for the refusal.

• (4) If the first-mentioned competent authority in paragraph (3) is not the competent authority with supervisory and other functions, it shall also notify that competent authority of the reasons for the refusal referred to in that paragraph.

Chapter 2 Mutual recognition of regulatory arrangements between Member States

Article 34 of the Directive — clarification of preceding Regulations’ effect

• (a) the principle set out in Article 34(1) of the Directive is respected, and

• (b) the imposition of additional requirements of the kind referred to in Article 34(2) and (3) of the Directive is prohibited.

Chapter 3 Transfer of working papers to third-country competent authorities

Transfer of audit documentation to third-country competent authority

• (a) those audit working papers or other documents relate to the audit of a company which—

• (i) has issued securities in the third country concerned, or

• (ii) forms part of a group of companies that issue statutory consolidated accounts in the third country concerned;

• (b) the third-country competent authority meets requirements which have been declared adequate in accordance with Article 47(3) of the Directive;

• (c) there are working arrangements on the basis of reciprocity agreed between the competent authority with supervisory and other functions and the third-country competent authority; and

• (d) the transfer of personal data to the third country concerned is in accordance with Chapter IV of Directive 95/46/EC.

• (2) The working arrangements referred to in paragraph (1)(c) shall ensure that:

• (a) justification as to the purpose of the request for audit working papers and other documents is provided by the third-country competent authority concerned;

• (b) the audit working papers and other documents are only transferred if—

• (i) an obligation similar to that provided by Regulation 94 is provided under the laws of the third country concerned in relation to persons whilst in, and in any period subsequent to their ceasing to be in, the employment of the third-country competent authority;

• (ii) the relevant persons in the employment of the third-country competent authority that will deal with the matter provide an undertaking in writing to the competent authority with supervisory and other functions that they—

• (I) will comply with their obligation referred to in clause (i), and

• (II) deliver up possession of the audit working papers and other documents to the third-country competent authority, and do everything within their power to secure the return of them by that authority to the competent authority with supervisory and other functions, once the performance of the functions referred to in subparagraph (c) in relation to them is completed;

• (c) the third-country competent authority uses audit working papers and other documents only for the performance of its functions of public oversight, quality assurance and investigations that meet requirements equivalent to those of Articles 29, 30 and 32 of the Directive;

• (d) the request from a third-country competent authority for audit working papers or other documents held by a statutory auditor or audit firm can be refused by the competent authority with supervisory and other functions:

• (i) where the provision of those working papers or documents would adversely affect the sovereignty of the Community or any of the following—

• (I) public order (whether in the State or elsewhere in the Community),

• (II) the security of the State or the Community,

• (III) the defence of the State or the Community, or

• (IV) the international relations of the State or the Community,

or

• (ii) where proceedings in any court in the State have already been initiated in respect of the same actions and against the same persons.

• (3) The competent authority with supervisory and other functions has, for the purposes of the performance of its functions under the preceding paragraphs (including the taking of any steps that necessitate the perusal by it of the papers and other documents concerned so as to determine whether the transfer should be refused on any of the grounds referred to in paragraph (2)(d)), the following power.

• (4) That power is to require the statutory auditor or audit firm concerned to produce to it the audit working papers and other documents; the statutory auditor or audit firm shall comply with such a requirement made of him, her or it by the competent authority with supervisory and other functions.

• (5) As soon as may be after—

• (a) if such a determination is made, the making by the competent authority with supervisory and other functions of a determination that the transfer of the papers and other documents be refused on any of the grounds referred to in paragraph (2)(d); or

• (b) the papers and other documents are returned by the third-country competent authority to it,

the competent authority with supervisory and other functions shall secure the return to the statutory auditor or audit firm concerned of the audit working papers and other documents.

Derogation from Regulation 109 in exceptional cases

• (a) an investigation has been initiated by that competent authority in the third country concerned;

• (b) the transfer does not conflict with the obligations with which statutory auditors and audit firms are required to comply in relation to the transfer of audit working papers and other documents to the competent authorities;

• (c) there are working arrangements with the third-country competent authority of a reciprocal nature that allow the competent authority with supervisory and other functions direct access to audit working papers and other documents of audit entities in the third country concerned;

• (d) the third-country competent authority informs in advance the competent authority with supervisory and other functions of each direct request for information, indicating the reasons therefor;

and

• (e) conditions similar to those specified in Regulation 109(2)(a) to (d) are satisfied.

Particulars of working arrangements to be notified

• (a) the name of the third-country competent authority; and

• (b) the jurisdiction in which it is established.

• (2) Particulars of those working arrangements shall also be notified by the competent authority with supervisory and other functions to the Commission.

PART 11 Third-Country Auditors

Chapter 1 International Aspects

Approval of third-country auditor

• (2) A third-country auditor shall not be approved under paragraph (1) unless reciprocal arrangements with the third country in question are in place, that is to say arrangements that enable—

• (a) by virtue of the law of that third country, and

• (b) on fulfilment by the statutory auditor concerned of requirements no more onerous than those specified by this Regulation and Chapter 2 of Part 4 for the third-country auditor’s approval under paragraph (1),

a statutory auditor to carry out audits in that third country.

Chapter 2 Registration and oversight of third-country auditors and audit entities

Registration of third-country auditors and audit entities

• (2) The company referred to in paragraph (1) is one—

• (a) incorporated outside the Community, not being a collective investment undertaking; and

• (b) whose transferable securities are admitted to trading on a regulated market (within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC) in the State.

• (3) There shall accompany the written indication by a third-country auditor or audit entity referred to in paragraph (1) a notification, in such form and manner as that competent authority specifies, of the following information (in relation to the auditor or audit entity) to the competent authority with supervisory and other functions.

• (4) That information is the information referred to in paragraph 3 of Schedule 1 but does not include the information referred to in paragraph 1(b) or 2(b) (as applied by that paragraph 3) of that Schedule.

• (5) Paragraph (1) does not apply if the company referred to in that paragraph is an issuer exclusively of debt securities admitted to trading on a regulated market in a Member State within the meaning of Article 2(1)(b) of Directive 2004/109/EC, the denomination per unit of which is at least €50,000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least €50,000.

• (6) Paragraph (1) does not apply in respect of an audit report—

• (a) for a financial year referred to in Regulation 4(a) of the European Communities (Transitional Period Measures in Respect of Third Country Auditors) Regulations 2009 ( S.I. No. 229 of 2009 ) if the audit report is provided by a third-country auditor or audit entity that complies with Regulation 4 of those Regulations; or

• (b) provided by a third-country auditor or audit entity before the date that is 3 months after the date of the making of these Regulations.

• (7) Regulation 66 shall apply to third-country auditors and audit entities so registered with the substitution of references to the competent authority with supervisory and other functions for references to the competent authority and any other necessary modifications.

• (8) Regulation 67 shall apply, with the necessary modifications, to a notification of information by a third-country auditor or audit entity under—

• (a) paragraph (3) to the competent authority with supervisory and other functions; and

• (b) Regulation 66, as applied by paragraph (7), to that competent authority.

• (9) In paragraph (2) “collective investment undertaking” does not include such an undertaking of the closed-ended type.

Application of Part 8 to registered third-country auditors and audit entities

• (2) A third-country auditor or audit entity registered under Part 6 in pursuance of Regulation 113 may apply to the competent authority with supervisory and other functions for an exemption from Chapter 2 of Part 8 if a quality assurance review has, under another Member State’s or third country’s system of quality assurance, been carried out in relation to the auditor or audit entity during the 3 years preceding the making of the application.

• (3) On the making of that application if—

• (a) the competent authority with supervisory and other functions is satisfied that the quality assurance review referred to in paragraph (2) has been carried out as mentioned in that paragraph; and

• (b) the system of quality assurance referred to in that paragraph has been assessed as equivalent in accordance with Regulation 119,

that competent authority shall grant the exemption and the third-country auditor or audit entity shall be exempted from Chapter 2 of Part 8 accordingly.

Audit by non-registered auditor or audit entity — consequence

Conditions for registration of third-country auditor or audit entity

• (a) where the applicant for registration is an audit entity (referred to in this Regulation as the “potential registrant”), the applicant satisfies so much of the conditions specified hereafter in this Regulation as are applicable to an entity, and

• (b) where the applicant for registration is an auditor (also referred to in this Regulation as the “potential registrant”), the applicant satisfies so much of the conditions specified hereafter in this Regulation as are applicable to an individual,

namely—

• (i) the potential registrant meets requirements equivalent to those of Articles 4 and 6 to 10 of the Directive;

• (ii) the majority of the members of the administrative or management body of the potential registrant meet requirements equivalent to those of Articles 4 and 6 to 10 of the Directive;

• (iii) the third-country auditor carrying out the audit on behalf of the potential registrant meets requirements equivalent to those of Articles 4 and 6 to 10 of the Directive;

• (iv) the audits of the annual or group accounts referred to in Regulation 113(1) are carried out in accordance with international auditing standards as referred to in Regulation 54, as well as the requirements referred to in Regulation 41, or with equivalent standards and requirements;

• (v) the potential registrant publishes annually on a website, being a website maintained by or on behalf of the potential registrant, a report which includes the information referred to in Regulations 59 and 61 in relation to the year concerned or the potential registrant complies with equivalent disclosure requirements.

Competent authority with supervisory and other functions may assess matter of equivalence for purposes of Regulation 116(iv) in certain circumstances

Certain fees chargeable by competent authority with supervisory and other functions

• (a) the registration; and

• (b) the oversight, the quality assurance and the related matters of investigation, discipline and penalties,

effected or provided in relation to the auditor or audit entity under and in accordance with these Regulations.

• (2) A fee imposed under paragraph (1) may, in default of payment, be recovered from the third-country auditor or audit entity concerned as a simple contract debt in any court of competent jurisdiction.

Exemptions in case of equivalence

• (2) On the making of that application if—

• (a) the Commission has, in accordance with Article 46(2) of the Directive, assessed the systems referred to in paragraph (1) as meeting requirements equivalent to those in the corresponding provisions of the Directive; and

• (b) the competent authority with supervisory and other functions is satisfied that the law of the third country concerned affords reciprocal rights to a statutory auditor or audit firm with regard to being granted corresponding exemptions under that law,

that competent authority shall grant an exemption from all or any, as it considers appropriate, of the provisions of Regulations 113 and 114 and the third-country auditor or audit entity shall be exempted accordingly.

• (3) The competent authority with supervisory and other functions shall notify the Commission of the main elements of its cooperative arrangements with systems of public oversight, quality assurance and investigations and penalties of the third country concerned, arising out of arrangements it has entered into with that third country for the purposes of the reciprocity mentioned in paragraph (2)(b).

PART 12 Miscellaneous

Disclosure of auditors’ remuneration, etc. in accounts

“Disclosure of remuneration for audit, audit-related and non-audit work.

161D. (1) In this section—

‘group auditor’ means the auditor carrying out the audit of group accounts;

‘relevant undertaking’ means—

• (a) a company, or

• (b) an undertaking referred to in Regulation 6 of the 1993 Regulations;

‘remuneration’ includes benefits in kind and payments in cash.

• (2) Subject to subsection (5), a relevant undertaking shall disclose in the notes to its annual accounts relating to each financial year the following information:

  • (a) the remuneration for all work in each category specified in subsection (3) that was carried out—

    • (i) for the relevant undertaking;

    • (ii) in respect of that financial year,

    by the auditor of the relevant undertaking;

  • (b) the remuneration for all work in each category specified in subsection (3) that was carried out—

    • (i) for the relevant undertaking;

    • (ii) in respect of the preceding financial year,

    by the auditor of the relevant undertaking;

  • (c) where all or part of the remuneration referred to in paragraph (a) or (b) is in the form of a benefit in kind, the nature and estimated monetary value of the benefit.

• (3) Remuneration shall be disclosed under subsection (2) for each of the following categories of work:

  • (a) the audit of individual accounts;

  • (b) other assurance services;

  • (c) tax advisory services;

  • (d) other non-audit services.

• (4) Where the auditor of a relevant undertaking is a statutory audit firm, any work carried out by a partner in the firm or a statutory auditor on its behalf is considered for the purposes of this section to have been carried out by the audit firm.

• (5) A company need not make the disclosure required by subsection (2) where:

  • (a) the company is to be treated as a small company in accordance with section 8(1) of the Act of 1986, or

  • (b) the company is to be treated as a medium-sized company in accordance with section 8(1) of the Act of 1986, or

  • (c) the company is a subsidiary undertaking, the parent of which is required to prepare and does prepare group accounts in accordance with any Regulations mentioned in subsection (7), provided that:

    • (i) the subsidiary undertaking is included in the group accounts, and

    • (ii) the information specified in subsection (3) is disclosed in the notes to the group accounts.

• (6) Where a company that is to be treated as a medium-sized company in accordance with section 8(1) of the Act of 1986 does not make the disclosure of information required by subsection (2) it shall provide such information to the Supervisory Authority when requested so to do.

• (7) A parent undertaking preparing group accounts in accordance with:

  • (a) the Group Accounts Regulations,

  • (b) the European Communities (Credit Institutions: Accounts) Regulations, 1992 ( S.I. No. 294 of 1992 ), or

  • (c) the European Communities (Insurance Undertakings: Accounts) Regulations 1996 ( S.I. No. 23 of 1996 ),

  shall disclose in the notes to its consolidated accounts relating to each financial year the following information:

  - (i) the remuneration for all work in each category specified in subsection (8) that was carried out in respect of that financial year by the group auditor;
  
  - (ii) the remuneration for all work in each category specified in subsection (8) that was carried out in respect of the preceding financial year by the group auditor;
  
  - (iii) where all or part of the remuneration referred to in paragraph (*a*) or (*b*) is in the form of a benefit in kind, the nature and estimated monetary value of the benefit.
  

• (8) Remuneration shall be disclosed under subsection (7) for each of the following categories of work:

  • (a) the audit of the group accounts;

  • (b) other assurance services;

  • (c) tax advisory services;

  • (d) other non-audit services.

• (9) Where more than one auditor (whether a statutory auditor or a statutory audit firm) has been appointed as the auditor of a relevant undertaking in a single financial year, separate disclosure in respect of the remuneration of each of them must be provided in the notes to the company’s individual accounts.

• (10) Where a relevant undertaking fails to comply with subsection (2), (3) or (9), each company or other entity that forms all or part of that undertaking shall be guilty of an offence.

• (11) For the purpose of applying this section to a partnership that is referred to in Regulation 6 of the 1993 Regulations and that is a relevant undertaking, the partnership is to be treated as though it were a company formed and registered under the Companies Acts.”.

• (2) The amendment effected by this Regulation applies to accounts (whether individual or consolidated) for financial years ending on or after the date falling 3 months after the date of the making of these Regulations.

Saving for disciplinary proceedings in being

• (2) If, as a result of such proceedings in relation to a foregoing person, the practising certificate (within the meaning of Part X of the Act of 1990) of the person is withdrawn by the body concerned or the person’s membership of the body is terminated by it, then any deemed approval of the person as a statutory auditor or audit firm by virtue of Regulation 25(1) or 27(4) ceases to have effect.

• (3) Where the result of the proceedings concerned is not either of those mentioned in paragraph (2), the powers of the competent authority with supervisory and other functions under section 24 of the Act of 2003 are available to that authority, and may be exercised by it, in relation to the matters, the subject of those proceedings, and the provisions of that section 24 that shall apply for that purpose are those provisions as they stand amended by these Regulations but subject to paragraph (4).

• (4) The provisions of that section 24, the basis of which is that it is the law as it stands after the making of these Regulations that governs the disqualification of auditors and audit firms from being able to carry out statutory audits, shall be read subject to such modifications so that the provisions operate on the basis of the law with respect to those matters as it stood before that making and in particular that—

• (a) there are no circumstances, under the law as it stands before that making, in which it is mandatory for a recognised accountancy body, by withdrawing a practising certificate (within the meaning of Part X of the Act of 1990) or terminating a person’s membership of the body, to disqualify an auditor or audit firm from being able to carry out statutory audits; and

• (b) the standards by reference to which it is determined whether a breach of the kind referred to in subsection (2) of that section 24 has occurred on the part of the auditor or audit firm concerned are those that would have been used for that purpose before that making,

but nothing in this paragraph prejudices the application of the provisions of these Regulations referred to in subsection (11B) of that section 24 in the event that the competent authority with supervisory and other functions withdraws, on foot of its investigation under that section, the approval of the person or firm as a statutory auditor or audit firm.

SCHEDULE 1 Information required, by Part 6, to be supplied and entered in Public Register

Statutory auditors

• (a) the name and address of the auditor;

• (b) the number under which the auditor is entered in that register;

• (c) if applicable—

• (i) the name and address and the website address (if any) of the statutory audit firm by which the auditor is employed, or with whom he or she is associated as a partner or otherwise; and

• (ii) the number under which that statutory audit firm is entered in that register;

• (d) the name and address of the competent authority responsible for the regulation of the auditor;

• (e) if he or she is so registered with one or more such authorities—

• (i) particulars of his or her registration—

• (I) as a statutory auditor, with each competent authority of another Member State and the name of the authority; and

• (II) as auditor, with one or more third-country competent authorities and the name or names of it or them;

and

• (ii) the number under which he or she is registered with each such authority;

• (f) without prejudice to subparagraph (e), with regard to the auditor’s status (if such be the case) as a Member State statutory auditor, the name and address of each competent authority responsible, in relation to him or her, for—

• (i) approval as referred to in Article 3 of the Directive,

• (ii) quality assurance as referred to in Article 29 of the Directive,

• (iii) investigations, discipline and penalties as referred to in Article 30 of the Directive, and

• (iv) public oversight as referred to in Article 32 of the Directive.

Statutory audit firms

• (a) the name and address of the audit firm;

• (b) the number under which the audit firm is entered in that register;

• (c) the legal form of the audit firm;

• (d) the primary contact person in the audit firm and contact details;

• (e) the address of each office in the State of the audit firm and the website address (if any) of the audit firm;

• (f) the name of every individual employed by or associated as partner or otherwise with the audit firm who is approved as statutory auditor under Part 3;

• (g) the number under which that individual is entered in the register;

• (h) the name and address of the competent authority responsible for the regulation of the audit firm;

• (i) the names and addresses of the owners of, or as appropriate, shareholders in, the audit firm;

• (j) the names and addresses of the directors, or other members of, as appropriate—

• (i) the board of directors,

• (ii) board of management, or

• (iii) other administrative or management body,

of the audit firm — but where the audit firm comprises a partnership with no management structure, the provision of the address of each individual named, under subparagraph (f), as partner suffices;

• (k) if applicable — the fact of the audit firm’s membership of a network and either—

• (i) a list of the names and addresses of member firms and affiliates of the network or,

• (ii) an indication of where such information is publicly available;

• (l) if the audit firm is so registered with one or more such authorities—

• (i) particulars of the firm’s registration—

• (I) as a statutory audit firm, with each competent authority of another Member State and the name of the authority; and

• (II) as an audit firm, with one or more third-country competent authorities and the name or names of it or them;

and

• (ii) the number under which the firm is registered with each such authority;

• (m) without prejudice to subparagraph (l), with regard to the audit firm’s status (if such be the case) as a Member State statutory audit firm, the name and address of each competent authority responsible, in relation to it, for—

• (i) approval as referred to in Article 3 of the Directive,

• (ii) quality assurance as referred to in Article 29 of the Directive,

• (iii) investigations, discipline and penalties as referred to in Article 30 of the Directive, and

• (iv) public oversight as referred to in Article 32 of the Directive.

Third-country auditors and audit entities

• (2) The provisions of paragraph 1 or 2, as the case may be, apply for the purposes of this paragraph save so much of them as are inapplicable in the case of a third-country auditor or audit entity, as appropriate.

Individual identification number and storage of information in electronic form

• (a) in a case where the information entered in respect of the individual or firm is that provided under Regulation 64, the number notified under paragraph (2)(b)(i) of that Regulation to the competent authority with registration functions;

• (b) in any other case, such individual identification number as, subject to subparagraph (2), is determined and allocated by the competent authority with registration functions,

and references in paragraphs 1 and 2 to the number under which any of the foregoing persons is entered in the register shall be read as references to that identification number.

• (2) Instead of its allocating a number for the purposes of subparagraph (1)(b) that has been determined by it, the competent authority with registration functions may—

• (a) in specifying under any provision of these Regulations the form in which information is to be notified to it for registration (and the provision concerned of these Regulations doesn’t itself provide for the notification of such a number), include in that specification a requirement that the form, as completed, include an identification number allocated to the subject of the notification by the notifier of the information; and

• (b) if the number so provided in that form is satisfactory for the purpose of distinguishing the subject from other registrants, allocate, for the purposes of subparagraph (1)(b), that number so provided.

• (3) The information contained in that register shall be stored in electronic form and be capable of being accessed by members of the public by electronic means.

Definition of “address”

SCHEDULE 2 Standards relating to training and qualifications for approval of natural person as statutory auditor

• (a) completed a course of theoretical instruction;

• (b) undergone practical training; and

• (c) passed an examination of professional competence of university final or equivalent examination level in the State.

• (2) The test of theoretical knowledge included in the examination shall cover the following subjects in particular:

• (a) general accounting theory and principles;

• (b) legal requirements and standards relating to the preparation of annual and consolidated accounts;

• (c) international accounting standards;

• (d) financial analysis;

• (e) cost and management accounting;

• (f) risk management and internal control;

• (g) auditing and professional skills;

• (h) legal requirements and professional standards relating to statutory audit and statutory auditors;

• (i) international auditing standards;

• (j) professional ethics and independence.

• (3) The examination shall also cover at least the following subjects in so far as they are relevant to auditing:

• (a) company law and corporate governance;

• (b) the law of insolvency and similar procedures;

• (c) tax law;

• (d) civil and commercial law;

• (e) social security law and employment law;

• (f) information technology and computer systems;

• (g) business, general and financial economics;

• (h) mathematics and statistics;

• (i) basic principles of the financial management of undertakings.

• (2) All such training shall be carried out with persons who the competent authority is satisfied possess, to an adequate standard, the ability to provide practical training.

GIVEN under my Official Seal,

20 May 2010.

BATT O’KEEFFE,

Minister for Enterprise, Trade and Innovation.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

These Regulations give effect to Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC on the annual accounts of certain types of companies and 83/349/EEC on consolidated accounts and repealing Council Directive 84/253/EEC on the approval of persons responsible for carrying out the statutory audits of accounting documents.