S.I. No. 312/2016 - European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016

• (2) If the Supervisory Authority or a recognised accountancy body of whom a request under paragraph (1) is made is not able to supply, without undue delay, the required information, it shall notify the counterpart 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 117 to certain information

Requesting authority to be notified if its request not complied with

• (a) the Supervisory Authority or a recognised accountancy body of whom a request referred to in Regulation 119(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 120(2) relates, nor

• (ii) one of a refusal to comply with the request on any of the grounds referred to in Regulation 123,

the Supervisory Authority or recognised accountancy body, as appropriate, shall notify the counterpart authority in the other Member State that made the request of the reasons for that failure to comply.

• (2) If it is a recognised accountancy body as referred to in paragraph (1)(a), it shall also notify the Supervisory 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 infor-mation 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,

• (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 Supervisory Authority or recognised accountancy body in respect of the same actions and the same statutory auditor or audit firm, the subject of the request.

• (2) A recognised accountancy body shall not exercise the power under paragraph (1) to refuse to comply with a request save after consultation with the Supervisory Authority.

• (3) The Supervisory Authority or a recognised accountancy body that refuses, under paragraph (1), to comply with a request shall notify the counterpart authority in the other Member State that made the request of the reasons for the refusal.

• (4) A recognised accountancy body, referred to in paragraph (3), shall also notify the Supervisory Authority of the reasons for the refusal referred to in that paragraph.

Use to which information may be put

• (2) The Supervisory Authority or a recognised accountancy body may use relevant information only for the performance by it of its functions under these Regulations or Regulation (EU) No 537/2014 and then only in the context of steps it takes in—

• (a) investigating and detecting failures to comply with these Regulations or Regulation (EU) No 537/2014, 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 the Supervisory Authority or a recognised accountancy body or European Supervisory Authority is subject as regards the use to which it may put information referred to in that paragraph and in the context of administrative or judicial proceedings specifically related to the exercise of those functions.

(4)(a) The Supervisory Authority or a recognised accountancy body may transmit to the counterpart authorities in other Member States responsible for supervising public-interest entities, to central banks, to the European System of Central Banks and to the European Central Bank, in their capacity as monetary authorities, and to the European Systemic Risk Board, confidential information intended for the performance of their respective functions.

• (b) Such authorities or bodies shall not be prevented from communicating, to the Supervisory Authority or a recognised accountancy body, information that the Supervisory Authority or recognised accountancy body may need in order to perform its functions under Regulation (EU) No 537/2014.

Counterpart authority to be notified of non-compliance with Audit Directive and Regulation (EU) No 537/2014

• (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) A request under paragraph (1) of a counterpart authority may be accompanied by a further request that one or more of the officers, or members of staff, of the Supervisory Authority or a recognised accountancy body be allowed to accompany officers, or members of staff, of the counterpart authority in the course of the investigation.

• (3) A recognised accountancy body shall notify the Supervisory Authority of the making of a request by it under paragraph (1) and, if such be the case, the making of the further request by it under paragraph (2).

Duty of Supervisory Authority or recognised accountancy body to take certain action

• (a) the entity specifically responsible, pursuant to the laws of another Member State that implement Article 36 of the Audit 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 Audit Directive or Regulation (EU) No 537/2014 are being, or have been, carried on in the State, it shall take appropriate action under these Regulations, Regulation (EU) No 537/2014 or the Companies Act 2014 , as appropriate.

• (2) The Supervisory Authority or a recognised accountancy body 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) A recognised accountancy body shall—

• (a) notify the Supervisory Authority of the taking by it of the action referred to in paragraph (1), and

• (b) in addition to so informing, under paragraph (2), the notifying entity or authority of those matters, inform the Supervisory 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 a request under paragraph (1) is acceded to by the Supervisory Authority or a recognised accountancy body, the investigation shall be subject to the overall control of the Supervisory Authority or recognised accountancy body that receives the request.

• (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 Audit 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 Supervisory Authority or a recognised accountancy body in the course of the investigation, and

• (b) the investigation is subject to the control as referred to in paragraph (2) even if that further request is acceded to by the Supervisory Authority or a recognised accountancy body.

• (4) A recognised accountancy body shall notify the Supervisory Authority—

• (a) of the making of a request of it referred to in paragraph (1), 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,

• (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 Supervisory Authority or a recognised accountancy body in respect of the same actions and the same statutory auditor or audit firm, the subject of the request.

• (2) A recognised accountancy body referred to in paragraph (1) shall not exercise the power thereunder to refuse to accede to a request save after consultation with the Supervisory Authority.

• (3) The Supervisory Authority or a recognised accountancy body that refuses, under paragraph (1), to accede to a request shall notify the counterpart authority in the other Member State that made the request of the reasons for the refusal.

• (4) A recognised accountancy body referred to in paragraph (3) shall also notify the Supervisory Authority of the reasons for the refusal referred to in that paragraph.

Chapter 2 Mutual Recognition of Regulatory Arrangements between Member States

Mutual recognition of regulatory arrangements between Member States

(a)(i) the principle of home-country regulation and oversight by the Member State in which the statutory auditor or audit firm is approved and the audited entity has its registered office is respected, and

• (ii) without prejudice to subparagraph (i), audit firms approved in one Member State that perform audit services in another Member State in accordance with Regulation 38 shall be subject to quality assurance review in the home Member State and oversight in the host Member State of any audit carried out there,

• (b) the imposition of additional requirements on a statutory auditor or audit firm in relation to the statutory audit concerning registration, quality assurance review, auditing standards, professional ethics and independence is prohibited in the case of—

• (i) a statutory audit of consolidated financial statements, required by a Member State, of a subsidiary established in another Member State, and

• (ii) a company the securities of which are traded on a regulated market in another Member State to that in which it has its registered office, by that Member State, regarding the statutory audit of the annual or consolidated financial statement of that company,

and

• (c) a statutory auditor or audit firm, approved under Regulation 37 or 134, which is registered in any Member State and provides audit reports concerning annual or consolidated financial statements in accordance with Regulation 135, the systems of oversight, quality assurance, investigation and sanctions of the Member State where registration took place will apply.

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 group financial statements 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 Audit Directive,

• (c) there are working arrangements on the basis of reciprocity agreed between the Supervisory Authority 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 of the European Parliament and of the Council of 24 October 1995¹⁵ on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

• (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 117 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 Supervisory Authority 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 Supervisory Authority, once the performance of the functions referred to in subparagraph (c) in relation to them is completed,

and

• (iii) the protection of the commercial interests of the audited entity, including its industrial and intellectual property, is not undermined,

• (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 Audit Directive,

and

• (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 Supervisory Authority—

• (i) where the provision of those working papers or documents would adversely affect the sovereignty of the European Union or any of the following:

• (I) public order (whether in the State or elsewhere in the European Union);

• (II) the security of the State or the European Union;

• (III) the defence of the State or the European Union;

• (IV) the international relations of the State or the European Union,

• (ii) where 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, or

• (iii) where final judgment in any court in the State has already been passed in respect of the same actions and on the same statutory auditor or audit firm, the subject of the request.

• (3) The Supervisory Authority 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 audi-tor or audit firm shall comply with such a requirement made of him, her or it by the Supervisory Authority.

• (5) As soon as may be after—

• (a) if such a determination is made, the making by the Supervisory Authority 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 Supervisory Authority shall secure the return to the statutory auditor or audit firm concerned of the audit working papers and other documents.

Derogation from Regulation 132 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 Supervisory Authority,

• (c) there are working arrangements with the third-country competent authority of a reciprocal nature that allow the Supervisory Authority 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 Supervisory Authority of each direct request for information, indicating the reasons therefor, and

• (e) conditions similar to those specified in Regulation 131(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 Supervisory Authority 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 concerned 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) Registration in the public register pursuant to paragraph (1) shall have effect for a period of 12 months from the date on which the registration is effected.

• (3) The undertaking referred to in paragraph (1) is one—

• (a) incorporated outside the European Union, 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.

• (4) There shall accompany the indication in writing by a third-country auditor or audit entity referred to in paragraph (1) a notification, in such form and manner as the Supervisory Authority specifies, of the following information (in relation to the auditor or audit entity) to it.

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

• (6) Paragraph (1) shall not apply if the undertaking referred to in that paragraph is an issuer exclusively of outstanding debt securities for which one of the following applies:

• (a) prior to 31 December 2010, the undertaking was admitted to trading on a regulated market in a Member State within the meaning of Article 2(1)(c) of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004¹⁶ on the harmonisation of transparency requirements in relation to information about issues whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, and the denomination per unit of which is at the date of issue 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;

• (b) from 31 December 2010, the undertaking was admitted to trading on a regulated market in a Member State within the meaning of Article 2(1)(c) of Directive 2004/109/EC, and the denomination per unit of which is at the date of issue at least €100,000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least €100,000.

• (7) Paragraph (1) shall not apply in respect of an audit report 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.

• (8) Paragraph (1) shall not apply in respect of an audit report referred to in that paragraph for a financial year starting during the period from 2 July 2010 to 31 July 2012 if—

• (a) that audit report is provided by a third-country auditor or audit entity,

• (b) that audit report concerns a company referred to in paragraph (2) that is incorporated in a third-country specified in Annex I to Commission Decision 2011/30/EU of 19 January 2011¹⁷ on the equivalence of certain third country public oversight, quality assurance, investigation and penalty systems for auditors and audit entities and a transitional period for audit activities of certain third country auditors and audit entities in the European Union as amended by Commission Implementing Decision 2013/288/EU of 13 June 2013¹⁸ amending Decision 2011/30/EU on the equivalence of certain third country public oversight, quality assurance, investigation and penalty systems for auditors and audit entities and a transitional period for audit activities of certain third-country auditors and audit entities in the European Union, and

• (c) the third-country auditor or audit entity concerned complies with Regulations 4(2) and 7 of the European Union (Third Country Auditors and Audit Entities Equivalence, Transitional Period Measures and Fees) Regulations 2012 ( S.I. No. 312 of 2012 ).

• (9) Paragraph (1) shall not apply in respect of an audit report referred to in that paragraph for a financial year starting during the period from 2 July 2010 to 31 July 2015 if—

• (a) that audit report is provided by a third-country auditor or audit entity,

• (b) that audit report concerns the annual or consolidated accounts of companies referred to in paragraph (2) that are incorporated in a third country or territory specified in Annex II to Commission Decision 2011/30/EU of 19 January 2011 as amended by Commission Implementing Decision 2013/288/EU of 13 June 2013, and

• (c) the third-country auditor or audit entity concerned complies with Regulations 4A(2) and 7 of the European Union (Third Country Auditors and Audit Entities Equivalence, Transitional Period and Fees) Regulations 2012.

• (10) Regulation 87 shall apply to third-country auditors and audit entities so registered with the substitution of references to the recognised accountancy body for references to the Supervisory Authority and any other necessary modifications.

• (11) Regulation 88 shall apply, with any necessary modifications, to a notifi-cation of information by a third-country auditor or audit entity under—

• (a) paragraph (4) to the Supervisory Authority; and

• (b) Regulation 87, as applied by paragraph (10), to that Authority.

• (12) In paragraph (3), “collective investment undertaking” does not include such an undertaking of the closed-ended type.

Exemption from quality assurance

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

• (a) the Supervisory Authority is satisfied that the quality assurance review referred to in paragraph (1) has been carried out as referred to in that paragraph, and

• (b) the system of quality assurance referred to in that paragraph has been assessed as equivalent in accordance with Regulation 141,

the Supervisory Authority shall grant the exemption and the third-country auditor or audit entity shall be exempted from Chapter 1 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 in paragraph (2) 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 in paragraph (2) as are applicable to an individual.

• (2) The conditions are—

• (a) the majority of the members of the administrative or management body of the potential registrant meet requirements equivalent to those of Regulations 37 and 45,

• (b) the third-country auditor carrying out the audit on behalf of the potential registrant meets requirements equivalent to those of Regulations 37 and 45,

• (c) the audits of the annual or group financial statements referred to in Regulation 135(1) are carried out in accordance with international auditing standards as referred to in Regulation 77, as well as the requirements referred to in Regulation 64, or with equivalent standards and requirements, and

• (d) 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 Article 13 of Regulation (EU) No 537/2014 in relation to the year concerned or the potential registrant complies with equivalent disclosure requirements.

Supervisory Authority may assess matter of equivalence for purposes of Regulation 138(2)(c)

• (2) When assessing this equivalence, the Supervisory Authority shall use the general equivalence criteria established by the Commission in assessing whether the audits of the financial statements referred to in Regulation 135(1) are carried out in accordance with the standards and requirements referred to in Regulation 138(2)(c).

• (3) The general equivalence criteria referred to in paragraph (2) shall apply to all third countries.

Certain fees chargeable by Supervisory Authority

• (b) Money received by the Supervisory Authority under this paragraph may be used only for the purposes of covering the Authority’s reasonable administrative expenses in performing its functions and exercising its powers under Regulation 135 and under any other Regulation of these Regulations that contain consequential or incidental provisions on, or in relation to, Regulation 135.

• (c) The Supervisory Authority—

• (i) shall submit the rationale for the level of fee to the Minister for approval before imposing a fee—

• (I) initially when the fee is proposed, and

• (II) at any time thereafter that the fee is proposed to be amended,

and

• (ii) may charge fees on an annual basis to cover the reasonable administrative costs associated with the following tasks:

• (I) the annual registration of such auditor or audit entity that is a statutory auditor or audit firm registered in a public register of a Member State pursuant to Articles 15 to 19 of the Audit Directive;

• (II) the annual registration assessment and the annual registration of such auditor or audit entity that is not registered in a public register of a Member State pursuant to Articles 15 to 19 of the Audit Directive as a statutory auditor or audit firm.

(2)(a) For the purposes specified in subparagraph (b), the Supervisory Authority may charge and impose fees, where necessary on an interim basis, having obtained the Minister’s consent and subject to subparagraph (c), on a third-country auditor or audit entity referred to in Regulation 135(1) in respect of the oversight, 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.

• (b) Money received by the Supervisory Authority under this paragraph may be used only for the purposes of covering the Authority’s reasonable administrative expenses in performing its functions and exercising its powers under Regulation 32 and Part 8 and under any other Regulation of these Regulations that contain consequential or incidental provisions on, or in relation to, Regulation 32 or Part 8.

• (c) The Supervisory Authority—

• (i) shall establish criteria, as set out in paragraph (3), for charging and imposing fees on a third-country auditor or audit entity referred to in Regulation 135(1),

• (ii) shall submit the criteria to the Minister for approval before imposing fees—

• (I) initially when the criteria are established, and

• (II) at any time thereafter that the criteria are amended,

• (iii) may charge fees on an interim basis to cover the reasonable administrative costs associated with the functions of oversight, quality assurance and the related matters of investigation, discipline and penalties—

• (I) before the function is performed,

• (II) more than once, if necessary, during the performance of the function, and

• (III) when the performance of the function is completed.

• (3) Established criteria for charging and imposing fees on an interim basis on a third-country auditor or audit entity referred to in Regulation 135(1) shall be based on costs incurred to cover the Supervisory Authority’s reasonable administrative expenses in relation to—

• (a) location (for example flights, accommodation and subsistence),

• (b) the testing of the internal quality control system undertaken (for example, the time taken to review audit firms),

• (c) the number and nature of the Irish relevant audit clients,

• (d) how many third-country auditors are within the firm,

• (e) staffing resources, being how many staff are required, at what level and for what period,

• (f) expertise required (for example, the use of local consultants to undertake on-site inspections),

• (g) the nature and significance of the findings (for example, the time allocated to inspection, drafting the report and follow-up to the recommendations),

• (h) associated miscellaneous costs (for example, the translation of audit papers), and

• (i) legal and other costs (for example, other third party advices).

• (4) Notwithstanding that the particular audit of a public-interest entity has been carried out by a statutory auditor, no fee under this Regulation shall be imposed on the statutory auditor if he or she was designated by a statutory audit firm to carry out the audit, and the fees under this Regulation shall, in those circumstances, be imposed on the statutory audit firm instead.

• (5) A fee imposed under paragraph (1) or (2) 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.

• (6) In the case of hardship on behalf of a third-country auditor or audit firm, or where the performance of a function involves particularly complicated work, the Supervisory Authority may agree to charge a lesser fee, compatible with the circumstances of the function.

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 Audit Directive, assessed the systems referred to in paragraph (1) as meeting requirements equivalent to those in the corresponding provisions of the Audit Directive, and

• (b) the Supervisory Authority 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,

the Supervisory Authority may rely on the equivalence decided by the Commission, partially or entirely, and thus to disapply or modify the requirements in Regulations 135 and 136 partially or entirely and the third-country auditor or audit entity shall be partially or entirely exempted accordingly.

• (3) The Supervisory Authority 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 referred to in paragraph (2)(b).

PART 12 MISCELLANEOUS

Summary proceedings

• (a) the Director of Public Prosecutions, or

• (b) the Director of Corporate Enforcement.

Savings for disciplinary proceedings in being

• (2) If, as a result of proceedings referred to in paragraph (1) in relation to a person referred to in that paragraph, the person’s membership of the recognised accountancy body is terminated by the body or the body’s approval (howsoever expressed) of the person to act as an auditor is withdrawn, then any deemed approval of the person as a statutory auditor or audit firm by virtue of Regulation 44 ceases to have effect.

• (3) Where the result of proceedings referred to in paragraph (1) is not either of those referred to in paragraph (2), the powers of the Supervisory Authority under sections 934 and 935 of the Companies Act 2014 (as those sections stand amended by these Regulations) are available to the Authority, and may be exercised by the Authority, in relation to the matters the subject of those proceedings.

Amendment of Irish Collective Asset-management Vehicles Act 2015

• (2) Section 2 of the Principal Act is amended by the substitution of the following definition for the definition of “Audits Regulations”—

“‘Audits Regulations’ means the European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No. 537/2014) Regulations 2016 (S.I. No. [-] of 2016);”.

• (3) Section 123 of the Principal Act is amended by the substitution of the following subsection for subsection (1):

• “(1) No person other than—

  • (a) a statutory auditor or audit firm approved in accordance with the Audit Regulations, or

  • (b) an audit firm registered in accordance with Regulation 38 of the Audits Regulations,

  shall be eligible for appointment as an auditor of an ICAV.”.

• (4) Section 131 of the Principal Act is amended by the substitution of “Regulation 101” for “Regulation 75”.

SCHEDULE 1

Regulation 45

Standards relating to training and qualifications for approval of individual as statutory auditor

• (a) completed a course of theoretical instruction,

• (b) undergone practical training, and

• (c) passed an examination of professional competence which is of at least the standard required in the State for university final or equivalent examination level.

• (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 as referred to in Regulation 77;

• (j) professional ethics and independence.

• (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 a recognised accountancy body is satisfied possess, to an adequate standard, the ability to provide practical training.

SCHEDULE 2

Regulation 84

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 recognised accountancy body responsible for the regulation of the auditor;

• (e) if he or she is so registered with one or more recognised accountancy bodies—

• (i) particulars of his or her registration—

• (I) as a statutory auditor, with each counterpart authority 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 counterpart authority responsible, in relation to him or her, for—

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

• (ii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

• (iii) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

• (iv) public oversight as referred to in Article 32 of the Audit Directive, and

• (v) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation.

Statutory audit firms and audit firms approved in another Member State

• (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 4;

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

• (h) the name and address of the recognised accountancy body responsible for the regulation of the audit firm in the State;

• (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 counterpart authorities or third-country competent authorities—

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

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

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

• (III) as an audit firm approved in another Member State, who has registered with the relevant recognised accountancy body in accordance with Article 3a of the Audit Directive,

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 counterpart authority responsible, in relation to it, for—

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

• (ii) where the audit firm is registered in the public register of another Member State pursuant to Article 3a of the Audit Directive and Ireland is its home Member State—

• (I) the fact that the firm is so registered, and

• (II) the name of the host Member State and the counterpart authority in the host Member State,

• (iii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

• (iv) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

• (v) public oversight as referred to in Article 32 of the Audit Directive, and

• (vi) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation;

• (n) where the audit firm is registered in the public register pursuant to Article 3a(3) of the Audit Directive with Ireland as its host Member State—

• (i) the fact that the firm is so registered, and

• (ii) the name of the home Member State and the counterpart authority in the home Member State.

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.

• (3) Third-country auditors or audit entities so registered shall be clearly indicated in the register as such and not as statutory auditors or audit firms.

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 85, the number notified under paragraph (2)(b)(i) of that Regulation to the Registrar of Companies,

• (b) in any other case, such individual identification number as, subject to subparagraph (2), is determined and allocated by the Registrar of Companies,

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 Registrar of Companies 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 does not itself provide for the notification of such a number), include in that specification a requirement that the form, as completed, includes 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”

GIVEN under my Official Seal,

15 June 2016.

MARY MITCHELL O’CONNOR,

Minister for Jobs, Enterprise 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 (i) Directive 2014/56/EU of the European Parliament and of the Council of 16 April 2014 amending Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts and (ii) certain provisions of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC.

Consequential amendments to the Companies Act 2014 are included in these Regulations.

These Regulations replace the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 ( S.I. No. 220 of 2010 ).

Footnotes