S.I. No. 220/2010 - European Communities (Statutory Audits) (Directive

S.I. No. 220/2010 - European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010. Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.

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s)or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile Statutory InstrumentsIonstraimí Reachtúla 2010 S.I. No. 220/2010 - European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010. S.I. No. 220/2010 - European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010. AmendmentsLeasuithe Download PDF Íoslódáil PDF PART 1 Preliminary and General 1. Citation and construction 2. Application 3. Interpretation PART 2 Miscellaneous Amendments — Amendments of Preliminary and General Nature, Amendments Adapting Certain Provisions of Companies Acts in Consequence of Directive, Etc. 4. Amendment of Principal Act 5. Amendment of Companies (Amendment) Act 1986 6. Amendment of section 187 of Act of 1990 7. Amendment of section 188 of Act of 1990 8. Amendment of section 189 of Act of 1990 9. Amendment of section 190 of Act of 1990 10. Amendment of section 191 of Act of 1990 11. Amendment of section 192 of Act of 1990 12. Amendment of section 198 of Act of 1990 13. Amendment of sections 199 and 200 of Act of 1990 14. Amendments of Act of 2003 15. Revocation of certain secondary legislation PART 3 Designation of competent authorities 16. Designation of competent authorities and meaning of “competent authority” and related expressions 17. Operation of provisions with regard to particular recognised accountancy bodies 18. Conflicts of interest to be avoided PART 4 Approval of Statutory Auditors and Audit Firms, Prohibition on Unapproved Persons Acting as Auditor, etc. Chapter 1 Approval of Statutory Auditors and Audit Firms 19. Applications for approval, general principle as to good repute, etc. 20. Restriction as to the persons who may carry out statutory audits 21. Restriction on acting as statutory auditor 22. Restriction on acting as statutory audit firm 23. Offence for contravening Regulation 20, 21 or 22 24. Conditions for approval as statutory auditor 25. Transitional provision — deemed approval of persons qualified for appointment pursuant to Part X of Act of 1990 26. Appropriate qualification for purpose of Regulation 24(
a)27. Conditions for approval as statutory audit firm and transitional provision 28. Powers of Director of Corporate Enforcement 29. Evidence in prosecutions under Regulation 23 Chapter 2 Aptitude Test 30. Aptitude test to be passed 31. Scope of aptitude test 32. Adequate standards to be applied in administration of aptitude test Chapter 3 Withdrawal of approval 33. Grounds for mandatory withdrawal in case of statutory auditor 34. Grounds for mandatory withdrawal in case of statutory audit firm 35. Appeals against withdrawal of approval 36. Amendment of section 24 of Act of 2003 to clarify relationship between powers thereunder and powers under these Regulations 37. Certain persons to be notified of withdrawal 38. Other persons to be notified of withdrawal PART 5 Standards and provisions applicable to statutory auditors and audit firms Chapter 1 Standards for statutory auditors and audit firms 39. Continuing education 40. Professional ethics 41. Independence and objectivity 42. Standards for purposes of Regulations 39 to 41 43. Arrangements for enforcement of standards Chapter 2 Confidentiality and Professional Secrecy 44. Rules of confidentiality to apply 45. Supplemental provisions in relation to Regulation 44 46. Saving 47. Incoming statutory auditor or audit firm to be afforded access to information 48. Access by competent authority to audit documents 49. Access by competent authority with supervisory and other functions to documents in possession of competent authority 50. Professional privilege 51. No liability for acts done in compliance with Regulations 52. Restriction of section 31 of Act of 2003 53. Further amendment of section 31 of Act of 2003 Chapter 3 Auditing Standards and Audit Reporting 54. International auditing standards to be applied 55. Audit of group accounts — responsibility of group auditor 56. Further responsibility of group auditor 57. Amendment of section 193 of Act of 1990 Chapter 4 Transparency report 58. Transparency report 59. Contents of transparency report — general 60. Publication of transparency report 61. Specific requirements in relation to contents of transparency report Chapter 5 Duties to notify competent authority with supervisory and other functions in event of cessation of office by statutory auditor or audit firm and restrictions on their removal 62. Amendment of Principal Act with regard to removal of auditors PART 6 Public Register 63. Public register 64. Notification of information to competent authority with registration functions 65. Prohibition on certain acts unless registered 66. Obligation of statutory auditor or audit firm to notify certain information 67. Information must be signed 68. Transitional provision 69. Language of information to be entered in register PART 7 Independence 70. Requirement for independence — general 71. Prohibited relationships — specific provisions to secure independence 72. Additional requirements in case of public-interest entities 73. Threats to independence and other information to be recorded 74. Non-intervention by certain persons in execution of audit 75. Restrictions with regard to fees 76. Additional reporting and other requirements in case of public-interest entities 77. Rotation of key audit partner in cases of public-interest entities 78. Moratorium on taking up management position in audited public-interest entity PART 8 Public Oversight and Quality Assurance of Statutory Auditors and Audit Firms Chapter 1 Public Oversight 79. Amendment of section 10 of Act of 2003 80. System of public oversight — responsibility of competent authority with supervisory and other functions 81. Further amendments of Act of 2003 Chapter 2 Quality Assurance 82. Competent authority with supervisory and other functions to engage in oversight of quality assurance 83. System of quality assurance to be put in place 84. Organisation of quality assurance system 85. Quality assurance review deemed to include individual auditors in certain cases 86. Right of competent authority as regards professional discipline Chapter 3 Systems of investigations and penalties 87. System of investigation and penalties 88. Duty of each competent authority with regard to sanctions 89. Scope of penalties and publicity in relation to their imposition 90. Further amendment of section 24 of Act of 2003 PART 9 Audit Committees 91. Audit committees in respect of public-interest entities PART 10 Regulatory arrangements between Member States Chapter 1 Cooperation with other Member States 92. Cooperation with other Member States 93. Specific requirements with regard to cooperation 94. Confidentiality of information 95. Supplemental provisions in relation to Regulation 94 96. Obligation to supply information required for certain purposes and saving concerning confidential information 97. Obligation of competent authority to gather information 98. Application of Regulation 94 to certain information 99. Requesting authority to be notified if its request not complied with 100. Grounds for refusing request for information 101. Use to which information may be put 102. References in Regulations 103 to 105 to counterpart authority 103. Counterpart authority to be notified of non-compliance with Directive 104. Counterpart authority may be requested to carry out investigation 105. Duty of competent authority to take certain action 106. Due consideration to be given to counterparty’s request for investigation 107. Grounds for refusing request for investigation Chapter 2 Mutual recognition of regulatory arrangements between Member States 108. Article 34 of the Directive — clarification of preceding Regulations’ effect Chapter 3 Transfer of working papers to third-country competent authorities 109. Transfer of audit documentation to third-country competent authority 110. Derogation from Regulation 109 in exceptional cases 111. Particulars of working arrangements to be notified PART 11 Third-Country Auditors Chapter 1 International Aspects 112. Approval of third-country auditor Chapter 2 Registration and oversight of third-country auditors and audit entities 113. Registration of third-country auditors and audit entities 114. Application of Part 8 to registered third-country auditors and audit entities 115. Audit by non-registered auditor or audit entity — consequence 116. Conditions for registration of third-country auditor or audit entity 117. Competent authority with supervisory and other functions may assess matter of equivalence for purposes of Regulation 116(
iv)in certain circumstances 118. Certain fees chargeable by competent authority with supervisory and other functions 119. Exemptions in case of equivalence PART 12 Miscellaneous 120. Disclosure of auditors’ remuneration, etc. in accounts 121. Saving for disciplinary proceedings in being SCHEDULE 1 Information required, by Part 6, to be supplied and entered in Public Register SCHEDULE 2 Standards relating to training and qualifications for approval of natural person as statutory auditor S.I. No. 220 of 2010 EUROPEAN COMMUNITIES (STATUTORY AUDITS) (DIRECTIVE 2006/43/EC) REGULATIONS 2010 Notice of the making of this Statutory Instrument was published in “Iris Oifigiúil” of 25th May, 2010. I, BATT O’KEEFFE, Minister for Enterprise, Trade and Innovation, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972), and for the purpose of giving effect to Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006, hereby make the following regulations: PART 1 Preliminary and General Citation and construction 1.

(1)These Regulations may be cited as the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010.

(2)These Regulations shall be read as one with the Companies Acts. Application 2. Save where otherwise provided, these Regulations apply— (

a)in so far as they relate to the conduct of statutory audits and the duties and powers of statutory auditors and audit firms in relation thereto — to the conduct of statutory audits for financial years commencing on or after the date of the making of these Regulations; and (
b)as regards each other matter provision for which is made by these Regulations — on and from the date of the making of these Regulations. Interpretation 3.

(1)In these Regulations— “Act of 1990” means the Companies Act 1990 (No. 33 of 1990); “Act of 2003” means the Companies (Auditing and Accounting) Act 2003 (No. 44 of 2003); “affiliate”, in relation to a statutory audit firm, means any undertaking, regardless of legal form, which is connected to the statutory audit firm by means of common ownership, control or management; “approved”, in relation to a statutory auditor or audit firm, means approved under these Regulations; “audit report” means the report issued by the statutory auditor or audit firm to the members of a company in accordance with section 193 of the Act of 1990; “audit working papers”, in relation to a statutory auditor or audit firm, means material (whether in the form of data stored on paper, film, electronic media or other media or otherwise) prepared by or for, or obtained by the statutory auditor or audit firm in connection with the performance of the audit concerned, and includes— (a) the record of audit procedures performed, (b) relevant audit evidence obtained, and (c) conclusions reached, and a reference to audit working papers in relation to— (i) a Member State auditor or audit firm, or (ii) a third-country auditor or audit entity, shall be read accordingly; “Commission” means Commission of the European Communities; “competent authorities under these Regulations” has the meaning assigned to it by Regulation 16

(3); “competent authority”, where used without qualification, has the meaning assigned to it by Regulation 16

(2); “competent authority with registration functions” has the meaning assigned to it by Regulation 16

(2); “competent authority with supervisory and other functions” has the meaning assigned to it by Regulation 16

(2); “Directive” means Directive No. 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 and 83/349/EEC and repealing Council Directive 84/253/EEC; “EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993; “EEA State” means a state that is a contracting party to the EEA Agreement; “enactment” includes an instrument made under an enactment; “financial year”, in relation to a statutory auditor or audit firm, means— (

a)subject to paragraph (b), any period in respect of which a profit and loss account or income statement is prepared by the auditor or audit firm for income tax or other business purposes, or (
b)in the case of a statutory audit firm that is a company, any period in respect of which accounts under the Companies Acts are prepared by the firm, whether that period is of a year’s duration or not; “firm” includes a body corporate; “group auditor” means the statutory auditor or audit firm carrying out the statutory audit of the group accounts in question; “key audit partner” or “key audit partners” means: (
a)the one or more statutory auditors designated by a statutory audit firm for a particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm, or (
b)in the case of a group audit, at least the one or more statutory auditors designated by a statutory audit firm as being primarily responsible for carrying out the statutory audit at the level of the group and the one or more statutory auditors designated as being primarily responsible at the level of material subsidiaries, or (
c)the one or more statutory auditors who sign the audit report; “Member State” means a Member State of the European Union or an EEA State; “Member State audit firm” means an audit entity approved in accordance with the Directive by a competent authority of another Member State to carry out audits of annual or group accounts as required by Community law; “Member State auditor” means an auditor approved in accordance with the Directive by a competent authority of another Member State to carry out audits of annual or group accounts as required by Community law; “Minister” means the Minister for Enterprise, Trade and Innovation; “network”, in relation to a statutory auditor or audit firm, means the larger structure: (
a)which is aimed at cooperation and to which the statutory auditor or audit firm belongs, and (
b)either— (
i)the clear objective of which is profit or cost-sharing, or (
ii)which shares— (I) common ownership, control or management, (II) common quality control policies and procedures, (III) a common business strategy, or (IV) the use of a common brand-name or a significant part of professional resources; “Principal Act” means the Companies Act 1963 (No. 33 of 1963); “public-interest entities” means— (
a)companies or other bodies corporate governed by the law of a Member State whose transferable securities are 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, (

b)credit institutions as defined in point 1 of Article 1 of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions, and (
c)insurance undertakings within the meaning of Article 2

(1)of Directive 91/674/EEC; “recognised accountancy body” means a body of accountants— (a) recognised, or (b) deemed, by virtue of section 191

(3)or

(4)of the Act of 1990, to be recognised, by the competent authority with supervisory and other functions for the purposes of— (

i)section 187 of the Act of 1990, or (
ii)these Regulations; “standards” means those standards of a recognised accountancy body as defined in section 4 of the Act of 2003; “statutory audit” means an audit of individual accounts or group accounts in so far as required by Community law; “statutory audit firm” means an audit firm which is approved in accordance with these Regulations to carry out statutory audits; “statutory auditor” means a natural person who is approved in accordance with these Regulations to carry out statutory audits; “third country” means a country or territory that is not a Member State or part of a Member State; “third-country audit entity” means an entity that is entitled, under or by virtue of the laws, regulations or administrative provisions of a third country, to carry out audits of the annual or group accounts of a company incorporated in that third country; “third-country auditor” means a natural person who is entitled, under or by virtue of the laws, regulations or administrative provisions of a third country, to carry out audits of the annual or group accounts of a company incorporated in that third country; “third-country competent authority” means an authority in a third country with responsibilities, as respects auditors and audit entities in that country, equivalent to those of a competent authority or the competent authority with supervisory and other functions; “transparency report” shall be read in accordance with Regulation 58.

(2)A reference in these Regulations to a registered third-country auditor or audit entity is a reference to a third-country auditor or entity registered under Chapter 2 of Part 11.

(3)A word or expression that is used in these Regulations and is also used in the Directive shall have in these Regulations the same meaning as it has in the Directive. PART 2 Miscellaneous Amendments — Amendments of Preliminary and General Nature, Amendments Adapting Certain Provisions of Companies Acts in Consequence of Directive, Etc. Amendment of Principal Act 4.

(1)Section 2

(1)of the Principal Act is amended— (

a)by inserting the following definition after the definition of “articles”: “ ‘auditor’ means a statutory auditor or statutory audit firm within the meaning of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010;”, and (
b)by inserting the following definition after the definition of “subsidiary”: “ ‘Supervisory Authority’ means the Irish Auditing and Accounting Supervisory Authority;”.

(2)Section 149A

(1)(b)(xi) of the Principal Act is amended by deleting “paragraph 39

(5)of the Schedule to the Act of 1986 and”.

(3)Section 150B

(2)(k) of the Principal Act is amended by deleting “paragraph 39

(5)of the Schedule to the Act of 1986 and”.

(4)Section 160 of the Principal Act is amended, in subsection

(9), by inserting “(not being a body corporate)” after “firm” where it firstly occurs.

(5)The amendments effected by paragraphs

(2)and

(3)apply to accounts for financial years ending on or after the date falling 3 months after the date of the making of these Regulations. Amendment of Companies (Amendment) Act 1986 5.

(1)Part IV of the Schedule to the Companies (Amendment) Act 1986 (No. 25 of 1986) is amended by deleting subparagraph

(5)of paragraph 39.

(2)The amendment effected by this Regulation applies to accounts for financial years ending on or after the date falling 3 months after the date of the making of these Regulations. Amendment of section 187 of Act of 1990 6. Section 187 of the Act of 1990 is amended— (a) in subsection

(1), by deleting “either as auditor of a company or”; (b) by deleting subsection

(2); (c) in subsection

(3), by substituting the following paragraph for paragraph (f): “(

f)a person who is disqualified under Regulation 71 of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 for appointment as auditor of a company that is a subsidiary or holding company of the society,”; (
d)in subsection

(6), by deleting “as auditor of a company or”; (e) in subsection

(7), by deleting “auditor of a company or”; and (f) in subsection

(12), by deleting “as an auditor of a company or”. Amendment of section 188 of Act of 1990 7. Section 188 of the Act of 1990 is amended, in subsection

(1), by deleting “auditor of a company or”. Amendment of section 189 of Act of 1990 8. Section 189 of the Act of 1990 is amended— (a) in subsection

(1), by deleting “auditor of a company or”; and (b) in subsection

(2)(a) and (c), by deleting “auditor of a company or”. Amendment of section 190 of Act of 1990 9. The following section is substituted for section 190 of the Act of 1990: “Consultation by Supervisory Authority regarding standards and qualifications. 190.

(1)Before granting, renewing, withdrawing, revoking, suspending or refusing a recognition of a body of accountants under or for the purposes of— (

a)the Companies Acts; or (
b)the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 (the ‘Regulations of 2010’), the Supervisory Authority may consult with any body of persons or other person as to the conditions or standards required by the body of accountants concerned in connection with membership of that body or, as the case may be, the awarding to persons of practising certificates or the approval of persons as auditors.

(2)Without prejudice to any obligations in that behalf in connection with the performance of the foregoing functions as they relate to the Regulations of 2010, the Supervisory Authority may also consult with any body of persons or other person before forming any opinion or making any declaration in relation to the qualifications held by any person or class of persons as respects qualification for appointment as a public auditor.”. Amendment of section 191 of Act of 1990 10. The following section is substituted for section 191 of the Act of 1990: “Recognition of body of accountants. 191.

(1)The Supervisory Authority may grant recognition to a body of accountants under or for the purposes of section 187 or the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 but may only grant such recognition if satisfied— (

a)in the case of a grant of recognition— (
i)to a body of accountants under or for the purposes of section 187, that the standards relating to training, qualifications and repute required by that body for the awarding of a practising certificate to a person are not less than those that were specified in Articles 3 to 6, 8 and 19 of the Council Directive before the repeal thereof by Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; and (
ii)to a body of accountants under or for the purposes of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010, that the standards relating to training, qualifications and repute required by that body for the approval of a person as an auditor are not less than those specified in Articles 4, 6 to 8 and 10 of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; and (
b)in either of those 2 cases, as to the standards that body applies to its members in the area of ethics, codes of conduct and practice, independence, professional integrity, auditing and accounting standards and investigation and disciplinary procedures.

(2)In subsection

(3)‘relevant amendment’ means the amendment of this section by Regulation 10 of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010.

(3)Each of the following— (

a)the Association of Chartered Certified Accountants; (
b)the Institute of Chartered Accountants in Ireland; (
c)the Institute of Chartered Accountants in England and Wales; (
d)the Institute of Chartered Accountants of Scotland; (
e)the Institute of Certified Public Accountants in Ireland; (
f)the Institute of Incorporated Public Accountants, being a body of accountants that stood recognised under or for the purposes of section 187 immediately before the relevant amendment, continues to stand recognised under or for the purposes of section 187 (and such recognition shall be deemed to have been granted by the Supervisory Authority).

(4)Each of the bodies of accountants referred to in subsection

(3)shall be deemed to have been granted recognition by the Supervisory Authority under or for the purposes of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010.”. Amendment of section 192 of Act of 1990 11. Section 192 of the Act of 1990 is amended— (a) in subsections

(1)to

(3), by inserting “or the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010” after “under or for the purposes of section 187”; (b) in subsection

(4)(a), by inserting “or the Regulations referred to in the preceding subsections” after “the said section 187”; and (c) in subsection

(6), by inserting “or the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010” after “for the purposes of section 187”. Amendment of section 198 of Act of 1990 12.

(1)Section 198 of the Act of 1990 is amended— (a) in subsection

(1)— (

i)by inserting “(‘the register of public auditors’)” after “a register”; and (
ii)by deleting “as auditor of a company or”; (
b)in subsection

(2)— (

i)by deleting “as an auditor of a company or” in paragraphs (
a)and (b); (
ii)by deleting “an auditor of a company or” in paragraph (c); and (iii) by substituting “register of public auditors” for “register of auditors” in paragraph (c)(i); and (
c)in subsection

(3)— (

i)by substituting “register of public auditors” for “register of auditors” where it firstly occurs; (
ii)by substituting “a public auditor” for “an auditor” in paragraph (a); and (iii) by substituting “register of public auditors” for “register of auditors” in paragraph (b). Amendment of sections 199 and 200 of Act of 1990 13.

(1)Section 199 of the Act of 1990 is amended— (a) in subsection

(1), by deleting “auditor of a company or”; (b) in subsection

(2), by adding “as public auditors” after “in the State”; and (c) in subsection

(3), by deleting “as auditor of a company or”.

(2)Section 200 of the Act of 1990 is amended— (a) in subsection

(1), by deleting “as auditor of a company or”; (b) in subsection

(2), by adding “as public auditors” after “in the State”; and (c) in subsection

(3), by deleting “as auditor of a company or”. Amendments of Act of 2003 14. The Act of 2003 is amended— (a) in section 4

(1), by substituting the following definition for the definition of “recognised accountancy body”: “ ‘recognised accountancy body’ means a body of accountants— (a) recognised, or (b) deemed, by virtue of section 191

(3)or

(4)of the Act of 1990, to be recognised, by the Supervisory Authority for the purposes of— (

i)section 187 of the Act of 1990, or (
ii)the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010;”; and (
b)in section 9

(2), by inserting the following paragraph after paragraph (

ma)(inserted by the Investment Funds, Companies and Miscellaneous Provisions Act 2006 (No. 41 of 2006)): “(
mb)to perform the functions (and in particular the functions of public oversight) conferred on it by the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010;”. Revocation of certain secondary legislation 15.

(1)Regulations 1 to 4 of the Companies Act 1990 (Auditors) Regulations 1992 ( S.I. No. 259 of 1992 ) are revoked save in so far as they relate to public auditors.

(2)Regulations 5 to 7 of the Companies Act 1990 (Auditors) Regulations 1992 ( S.I. No. 259 of 1992 ) are revoked.

(3)Part I of the Schedule to the European Communities (Credit Institutions: Accounts) Regulations 1992 ( S.I. No. 294 of 1992 ) is amending by revoking subparagraph

(3)of paragraph 74.

(4)Part III of the Schedule to the European Communities (Insurance Undertakings: Accounts) Regulations 1996 ( S.I. No. 23 of 1996 ) is amended by revoking subparagraph (d) of paragraph 21.

(5)The amendments effected by paragraphs

(3)and

(4)apply to accounts for financial years ending on or after the date falling 3 months after the date of the making of these Regulations. PART 3 Designation of competent authorities Designation of competent authorities and meaning of “competent authority” and related expressions 16.

(1)This Regulation— (

a)designates, for the purposes of the tasks provided for in the Directive, various bodies or other persons as competent authorities in the State; and (
b)assigns a meaning to each of the following expressions used in these Regulations and which are connected with the foregoing designation, namely: (
i)“competent authority” — where that expression is used without qualification; (
ii)“competent authorities under these Regulations”; (iii) “competent authority with registration functions”; and (
iv)“competent authority with supervisory and other functions”.

(2)In these Regulations, other than this paragraph— “competent authority”, where used without qualification, means a recognised accountancy body; “competent authority with registration functions” means the Registrar of Companies; “competent authority with supervisory and other functions” means the Irish Auditing and Accounting Supervisory Authority, and, accordingly, each recognised accountancy body, the Registrar of Companies and the Irish Auditing and Accounting Supervisory Authority is designated as a competent authority in the State for the purposes of such of the tasks provided for in the Directive as correspond to the particular functions conferred on it or him or her by the provision concerned of these Regulations.

(3)In these Regulations “competent authorities under these Regulations” means— (

a)each of the recognised accountancy bodies; (
b)the Registrar of Companies; and (
c)the Irish Auditing and Accounting Supervisory Authority, save that in Regulations 96 to 98, 101 and 103 to 107 the expression does not include the Registrar of Companies.

(4)Regulation 17 supplements paragraph

(2)with regard to the operation of a provision of these Regulations that refers to a competent authority without qualification. Operation of provisions with regard to particular recognised accountancy bodies 17.

(1)This Regulation applies where the provision referred to in paragraph

(2),

(3),

(4)or

(5)uses the expression “competent authority” without qualification and that provision does not, by its express terms, itself indicate which recognised accountancy body is being referred to.

(2)A provision of these Regulations that confers a function on a competent authority in relation to a statutory auditor or audit firm shall be read as conferring that function— (

a)in the case of a statutory auditor who is not a member of a statutory audit firm — on the recognised accountancy body of which the statutory auditor is a member; (
b)in the case of a statutory auditor who is a member of a statutory audit firm — on the recognised accountancy body of which the statutory audit firm is a member; (
c)in the case of a statutory audit firm — on the recognised accountancy body of which the statutory audit firm is a member.

(3)With regard to the function conferred by Regulation 19 on a competent authority in relation to a natural person or firm, paragraph

(2)applies as if, for each reference in that paragraph to a statutory auditor or statutory audit firm (as the case may be), there were substituted a reference to the natural person or firm, as appropriate.

(4)A provision of these Regulations requiring that an act is to be done, or enabling an act to be done, by a person (other than a person referred to in paragraph

(5)(b)) in relation to a competent authority shall be read as requiring or enabling it to be done by the person in relation to— (

a)if the person is not a member of a statutory audit firm — the recognised accountancy body of which the person is a member; (
b)if the person is a member of a statutory audit firm — the recognised accountancy body of which the statutory audit firm is a member; and (
c)if the person is a statutory audit firm — the recognised accountancy body of which the statutory audit firm is a member.

(5)In the case— (a) of a provision of the kind referred to in paragraph

(2),

(3)or

(4); (

b)where the provision falls to be applied to a Member State auditor, a Member State audit firm, a third-country auditor or any other person who or which is not a member of a recognised accountancy body (or, as the case may be, the firm of which the person is a member is not a member of a recognised accountancy body), the recognised accountancy body that shall perform the function concerned or, as the case may be, in relation to which the act concerned is required or enabled to be done shall be determined— (
i)by reference to arrangements, in writing, entered into by the recognised accountancy bodies amongst themselves for the purpose (which arrangements those bodies are empowered by this paragraph to enter into); or (
ii)in default of— (I) such arrangements being entered into; or (II) the provisions of such arrangements dealing with the particular case falling to be determined, by the competent authority with supervisory and other functions.

(6)On a determination being made by the competent authority with supervisory and other functions for the purposes of paragraph

(5)(ii), a direction in writing, reflecting the terms of the determination, shall be given by it (which direction that authority is empowered by this paragraph to give).

(7)Arrangements shall not be entered into under paragraph

(5)(i) by the recognised accountancy bodies save after consultation by them with the competent authority with supervisory and other functions.

(8)If in consequence of the operation of this Regulation, the function of withdrawal of a particular approval under this Regulation falls to be discharged by a recognised accountancy body that is different from the recognised accountancy body that granted the approval: (

a)the first-mentioned accountancy body shall notify in writing the second-mentioned accountancy body of the proposal by it to withdraw the approval; and (
b)the second-mentioned accountancy body shall provide such assistance, by way of provision of information or clarification of any matter, to the first-mentioned accountancy body as the latter considers it may require so as to inform itself better on any issue bearing on the performance of the function of withdrawal, and the procedures adopted for those purposes by the foregoing accountancy bodies shall be such as will— (
i)avoid any unnecessary delay in the performance of the function of withdrawal; and (
ii)respect the requirements of procedural fairness as concerns the auditor or audit firm in question being able to answer any part of the case made against him, her or it that is informed by those procedures being employed.

(9)In a case falling within paragraph

(8), if the approval concerned is withdrawn, the first-mentioned body in that paragraph, in addition to making the notifications required by Regulation 37 and (where it applies) Regulation 38, shall notify the second-mentioned body in that paragraph of the withdrawal of approval. Conflicts of interest to be avoided 18. The competent authorities under these Regulations shall organise themselves in such a manner so that conflicts of interests are avoided. PART 4 Approval of Statutory Auditors and Audit Firms, Prohibition on Unapproved Persons Acting as Auditor, etc. Chapter 1 Approval of Statutory Auditors and Audit Firms Applications for approval, general principle as to good repute, etc. 19.

(1)A competent authority may, on application made to it by a natural person or firm, approve, under these Regulations, the applicant as a statutory auditor or audit firm.

(2)A competent authority may, on foot of an application under paragraph

(1), grant approval under these Regulations only to— (

a)natural persons; or (
b)firms, who or which are of good repute.

(3)A competent authority may, on application to it by a third-country auditor and in accordance with Regulation 112, approve, under these Regulations, the applicant as a statutory auditor.

(4)For the purposes of this Regulation, in the case of an application under paragraph

(1)— (

a)by a firm that is a Member State audit firm; or (
b)by a Member State auditor, the fact that the applicant is a Member State audit firm or a Member State auditor, as the case may be, shall constitute conclusive evidence that the applicant is of good repute unless, arising out of the cooperation referred to in paragraph

(5), a counterpart authority in the Member State where the applicant is approved as a statutory audit firm or auditor has notified the competent authority (or the competent authority with supervisory and other functions) that the counterpart authority has reasonable grounds for believing that the good repute of the audit firm or auditor has been seriously compromised.

(5)The cooperation referred to in paragraph

(4)is the cooperation that the State is required to engage in by virtue of Chapter VIII (which relates to, inter alia, regulatory arrangements between Member States) of the Directive.

(6)On approving a person as a statutory auditor or audit firm, the competent authority shall assign an individual identification number to the person and a written record shall be maintained by the competent authority of all such numbers assigned by it under this paragraph.

(7)A competent authority shall, in performing its functions under this Regulation, be subject to the supervision of the competent authority with supervisory and other functions.

(8)In paragraph

(4)the reference to counterpart authority shall be construed in accordance with Regulation 93. Restriction as to the persons who may carry out statutory audits 20. Statutory audits shall be carried out only by auditors or audit firms that are approved under these Regulations. Restriction on acting as statutory auditor 21. A person shall not— (

a)act as a statutory auditor; (
b)describe himself or herself as a statutory auditor; or (
c)so hold himself or herself out as to indicate, or be reasonably understood to indicate, that he or she is a statutory auditor, unless he or she has been approved in accordance with the provisions of these Regulations. Restriction on acting as statutory audit firm 22. A firm shall not— (
a)act as a statutory audit firm; (
b)describe itself as a statutory audit firm; or (
c)so hold itself out as to indicate, or be reasonably understood to indicate, that it is a statutory audit firm, unless it has been approved in accordance with the provisions of these Regulations. Offence for contravening Regulation 20, 21 or 22 23.

(1)A person who contravenes Regulation 20, 21 or 22 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 €50,000 or imprisonment for a term not exceeding 12 months or both.

(2)If the contravention in respect of which a person is convicted of an offence under paragraph

(1)is continued after the conviction, the person is guilty of a further offence for each day that the contravention continues and for each such offence the person is liable— (

a)on summary conviction, to a fine not exceeding €1,000, or (
b)on conviction on indictment, to a fine not exceeding €10,000. Conditions for approval as statutory auditor 24. A person shall not be eligible for approval as a statutory auditor unless he or she is— (
a)a member of a recognised accountancy body and holds an appropriate qualification as referred to in Regulation 26; or (
b)a Member State auditor and complies with Regulation 30; or (
c)a third-country auditor and complies with Regulations 30 and 112. Transitional provision — deemed approval of persons qualified for appointment pursuant to Part X of Act of 1990 25.

(1)Subject to Regulation 121, a person who, immediately before the commencement of this Regulation, is qualified for appointment as auditor of a company pursuant to Part X of the Act of 1990 shall, without prejudice to paragraph

(3), be deemed to have been approved as a statutory auditor in accordance with these Regulations.

(2)The following paragraph has effect in the case of a person to whom paragraph

(1)applies, being a person who is qualified for appointment as auditor of a company pursuant to Part X of the Act of 1990 by virtue of having been authorised by the Minister to be so appointed before 3 February 1983.

(3)The deemed approval, by virtue of paragraph

(1), of a person referred to in paragraph

(2)shall cease to have effect unless, as soon as may be after the commencement of this Regulation, the person becomes either— (a) a member of; or (b) subject to the regulation of, a competent authority.

(4)In relation to a person to whom paragraph

(1)applies, Regulation 33 shall have effect as if— (a) in paragraph

(3)of that Regulation, the following subparagraph were substituted for subparagraph (b): “(

b)either— (
i)any of the conditions specified in Regulation 24(
a)are not being complied with in respect of the auditor; or (
ii)in the case of a person referred to in Regulation 25

(2)who has complied with the condition specified in Regulation 25

(3)(

a)or (b), that condition ceases to be complied with by him or her,”; and (
b)there were substituted, in paragraph

(5), for all the words beginning with “Where, having” and ending immediately before subparagraph (

ii)of that paragraph, the following: “Where, having— (
a)complied with the requirements of procedural fairness in that regard; and (
b)served any notices required for that purpose or as required by its investigation and disciplinary procedures, the competent authority is satisfied that circumstances referred to in paragraph

(3)(

a)have arisen or that a statutory auditor has failed to comply with any of the conditions specified in Regulation 24(
a)or, in the case of a person referred to in Regulation 25

(2)who has complied with the condition specified in Regulation 25

(3)(a) or (b), that that condition has ceased to be complied with by him or her, it shall, subject to paragraph

(6), serve a notice in writing on the auditor stating that— (

i)it is satisfied that, as appropriate— (I) those circumstances have arisen; (II) such a failure has occurred; or (III) that condition has ceased to be complied with, in relation to the auditor;”. Appropriate qualification for purpose of Regulation 24(
a)26.

(1)An individual holds an appropriate qualification, as required by Regulation 24(a), if he or she holds a qualification granted by a recognised accountancy body whose standards relating to training and qualifications for the approval of a person as a statutory auditor are not less than those specified in Schedule 2.

(2)In paragraph

(1)“qualification” means a qualification to undertake an audit of individual accounts and group accounts in so far as required by Community law. Conditions for approval as statutory audit firm and transitional provision 27.

(1)In this Regulation references to a firm include references to a Member State audit firm.

(2)A firm shall not be eligible for approval as a statutory audit firm unless: (

a)the natural persons who carry out statutory audits in the State on behalf of the firm are approved as statutory auditors in accordance with these Regulations; (
b)the majority of the voting rights in the firm are held by— (
i)natural persons who are eligible for approval in the State or in any other Member State as statutory auditors; or (
ii)audit firms approved as statutory audit firms in the State or in any other Member State; and (
c)the majority of the members of the administrative or management body of the firm are— (
i)natural persons who are eligible for approval in the State or in any other Member State as statutory auditors; or (
ii)audit firms approved as statutory audit firms in the State or in any other Member State, and, for the avoidance of doubt, a majority, for the purposes of subparagraph (
b)or (c), may be constituted by a combination of natural persons so eligible and audit firms so approved.

(3)Where the administrative or management body of the firm has no more than 2 members, then, for the purposes of subparagraph (c) of paragraph

(2), one of those members shall satisfy at least the conditions in that subparagraph.

(4)Subject to Regulation 121, a firm that, immediately before the commencement of these Regulations, is qualified for appointment as auditor of a company pursuant to Part X of the Act of 1990 shall be deemed to have been approved as a statutory audit firm in accordance with these Regulations.

(5)In relation to a firm referred to in paragraph

(4), Regulation 34 shall have effect as if— (a) in paragraph

(3)of that Regulation, the following subparagraph were substituted for subparagraph (b): “(b) the condition specified in Regulation 27

(2)(

a)is not being complied with in respect of the firm,”; and (
b)there were substituted, in paragraph

(5), for all the words beginning with “Where, having” and ending immediately before subparagraph (

ii)of that paragraph, the following: “Where, having— (
a)complied with the requirements of procedural fairness in that regard; and (
b)served any notices required for that purpose or as required by its investigation and disciplinary procedures, the competent authority is satisfied that circumstances referred to in paragraph

(3)(a) have arisen or that a statutory audit firm has failed to comply with the condition specified in Regulation 27

(2)(a), it shall, subject to paragraph

(6), serve a notice in writing on the audit firm stating— (i) it is satisfied that— (I) those circumstances have arisen; or (II) such a failure has occurred, in relation to the firm;”. Powers of Director of Corporate Enforcement 28.

(1)The Director of Corporate Enforcement may demand of a person— (

a)acting as a statutory auditor or audit firm of a company; or (
b)purporting to have obtained approval under these Regulations to so act, the production of evidence of the person’s approval under these Regulations in respect of any period during which the person so acted or purported to have obtained such approval.

(2)If the person concerned refuses or fails to produce the evidence referred to in paragraph

(1)within 30 days after the date of the demand referred to in that paragraph, or such longer period as the Director may allow, the person is guilty of an offence.

(3)A person who is guilty of an offence under this Regulation 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.

(4)In a prosecution for an offence under this Regulation, it shall be presumed, until the contrary is shown, that the defendant did not, within 30 days, or any longer period allowed, after the day on which the production was demanded, produce evidence in accordance with paragraph

(1). Evidence in prosecutions under Regulation 23 29.

(1)Subject to paragraph

(2), in proceedings for an offence under Regulation 23, the production to the court of a certificate purporting to be signed by a person on behalf of a competent authority and stating that the defendant is not approved under these Regulations by that competent authority shall be sufficient evidence, until the contrary is shown by the defendant, that the defendant is not so approved.

(2)Paragraph

(1)does not apply unless a copy of the certificate concerned is served by the prosecution on the defendant, by registered post, not later than 28 days before the day the certificate is produced in court in the proceedings concerned.

(3)If the defendant in those proceedings intends to contest the statement contained in such a certificate, he or she shall give written notice of that intention to the prosecution within 21 days, or such longer period as the court may allow, after the date of receipt by him or her of a copy of the certificate from the prosecution. Chapter 2 Aptitude Test Aptitude test to be passed 30.

(1)Subject to paragraph

(2), a Member State auditor or a third-country auditor applying for approval as a statutory auditor in the State is required to sit and pass an aptitude test to demonstrate his or her knowledge of the enactments and practice that are relevant to statutory audits in the State.

(2)Paragraph

(1)shall not apply to a Member State auditor or a third-country auditor if the competent authority is satisfied that he or she has otherwise demonstrated sufficient knowledge of the enactments and practice referred to in that paragraph.

(3)The competent authority with supervisory and other functions shall issue guidance to each competent authority as to the specific matters that a competent authority should have regard to in reaching a decision that it is satisfied that a person has demonstrated, in accordance with paragraph

(2), the knowledge referred to in this Regulation.

(4)That guidance shall be issued by the competent authority with supervisory and other functions as soon as may be after the date of the making of these Regulations but, in any event, not later than 6 months thereafter.

(5)A competent authority may charge and impose a fee (of an amount specified from time to time by the Minister sufficient to cover the authority’s administrative expenses in respect of the following) on a Member State auditor or third-country auditor in respect of the administration of an aptitude test under this Regulation in relation to him or her.

(6)A fee imposed under paragraph

(5)may, in default of payment, be recovered from the Member State auditor or third-country auditor concerned as a simple contract debt in any court of competent jurisdiction. Scope of aptitude test 31.

(1)The aptitude test shall— (

a)be conducted in an official language of the State; and (
b)cover only the applicant’s adequate knowledge of the enactments and practice that are relevant to statutory audits in the State.

(2)Any decision by a competent authority— (

a)as to the various matters that shall constitute the contents of the aptitude test; or (
b)that those contents shall stand altered in any manner (which decision the competent authority is empowered, by this paragraph, to make from time to time), shall require the prior approval of the competent authority with supervisory and other functions. Adequate standards to be applied in administration of aptitude test 32.

(1)The competent authorities shall apply adequate standards in the administration of the aptitude test.

(2)No standards shall be used by a competent authority for that purpose unless those standards have (with respect to that use) first been approved by the competent authority with supervisory and other functions. Chapter 3 Withdrawal of approval Grounds for mandatory withdrawal in case of statutory auditor 33.

(1)The procedures under this Regulation are in addition to those procedures, in the cases to which those paragraphs

(8)and

(9)apply, that are required by Regulation 17

(8)and

(9)to be employed.

(2)For the purposes of this Regulation— (

a)the cases that can constitute circumstances of an auditor’s good repute being seriously compromised include cases of professional misconduct or want of professional skill on the part of the auditor; and (
b)“disciplinary committee” has the same meaning as it has in the Act of 2003.

(3)Without prejudice to Regulation 89, a competent authority shall withdraw an approval of an auditor under these Regulations if, but only if— (

a)circumstances arise (involving acts or omissions on the part of the auditor) from which the competent authority can reasonably conclude that the auditor’s good repute is seriously compromised; or (
b)any of the conditions specified in Regulation 24 are no longer being complied with in respect of the auditor, but this paragraph is subject to paragraph

(5).

(4)Unless there do not exist internal appeal procedures of the competent authority as referred to in paragraph

(7)(a), references in paragraphs

(5)and

(6)to a competent authority shall be read as references to a competent authority acting through the disciplinary committee that deals with matters at first instance.

(5)Where, having— (

a)complied with the requirements of procedural fairness in that regard; and (
b)served any notices required for that purpose or as required by its investigation and disciplinary procedures, the competent authority is satisfied that circumstances referred to in paragraph

(3)(a) have arisen or that non-compliance, as referred to in paragraph

(3)(b), with a condition has occurred, it shall, subject to paragraph

(6), serve a notice in writing on the auditor stating that— (

i)it is satisfied that— (I) those circumstances have arisen in relation to; or (II) such non-compliance has occurred on the part of, the auditor; (
ii)as the case may be, the auditor must take specified steps to restore his or her repute to good standing, or comply with the condition concerned, within a specified period (which shall not be less than a month); and (iii) if those steps are not taken or the condition concerned is not complied with within that specified period, it shall withdraw the approval of the auditor, and, if but only if, as the case may be— (I) those steps are not taken; or (II) the condition concerned is not complied with, within that specified period by the auditor, the competent authority shall withdraw the approval of the auditor under these Regulations.

(6)The procedure specified in paragraph

(5)as concerns the service of a notice with respect to the matters specified in subparagraphs (i) to (iii) of it need not be employed if the acts or omissions concerned referred to in paragraph

(3)(a) are such as, in the opinion of the competent authority, constitute professional misconduct or want of professional skill on the part of the auditor of a degree that employing that procedure would not be in the public interest but nothing in this paragraph affects the application of the requirements of procedural fairness to the withdrawal of approval.

(7)If— (

a)there exist applicable internal appeal procedures of the competent authority; and (
b)the investigation and disciplinary procedures of the competent authority provide that a decision of its disciplinary committee referred to in paragraph

(4), being a decision of a nature to which this Regulation applies, shall stand suspended or shall not take effect until, as the case may be— (

i)the period for making an appeal under those procedures has expired without such an appeal having been made; (
ii)such an appeal has been made and the decision to withdraw the approval confirmed; or (iii) such an appeal that has been made is withdrawn, then, notwithstanding anything in the preceding provisions of this Regulation, the operation of the withdrawal of approval by that disciplinary committee shall stand suspended until the happening of an event specified in clause (i), (
ii)or (iii).

(8)If— (

a)there exist applicable internal appeal procedures of the competent authority; and (
b)the investigation and disciplinary procedures of the competent authority do not provide, as mentioned in paragraph

(7)(b), for the decision of the disciplinary committee referred to in that provision to stand suspended or not to take effect, then, notwithstanding anything in those procedures, the auditor to whom that decision relates may apply to the High Court for an order suspending the operation of the withdrawal pending the determination by the relevant appellate committee of an appeal that he or she is making under those internal appeal procedures and, where such an application is made, paragraphs

(11)to

(14)apply to that application with— (

i)the substitution of references to an appeal under those internal appeal procedures for references to an appeal under Regulation 35; and (
ii)any other necessary modifications.

(9)If the relevant appellate committee referred to in paragraph

(8)is of opinion, having regard to the particular issues that have arisen on that appeal, that, in the interests of justice, the disposal by it of an appeal referred to in that paragraph ought to include its proceeding in the manner specified in the provisions of paragraph

(5)that follow subparagraphs (

a)and (
b)of paragraph

(5), then, in disposing of that appeal, it shall proceed in the manner so specified.

(10)The competent authority shall take all reasonable steps to ensure that any appeal to the relevant appellate committee referred to in paragraph

(8)is prosecuted promptly and it shall be the duty of that appellate committee to ensure that any such appeal to it is disposed of as expeditiously as may be and, for that purpose, to take all such steps as are open to it to ensure that, in so far as is practicable, there are no avoidable delays at any stage in the determination of such an appeal.

(11)Where a competent authority has made a decision to withdraw the approval of an auditor under this Regulation (that is to say a final decision of the competent authority on the matter after the internal appeal procedures (if any) of it have been employed and exhausted), the auditor may apply to the High Court for an order suspending the operation of the withdrawal pending the determination by the High Court of an appeal under Regulation 35 that he or she is making against the withdrawal.

(12)On the hearing of an application under paragraph

(11), the High Court may, subject to paragraph

(14), as it considers appropriate and having heard the competent authority concerned and, if it wishes to be so heard, the competent authority with supervisory and other functions (which shall have standing to appear and be heard on the application)— (

a)grant an order suspending the operation of the withdrawal; or (
b)refuse to grant such an order, and an order under subparagraph (
a)may provide that the order shall not have effect unless one or more conditions specified in the order are complied with (and such conditions may include conditions requiring the auditor not to carry out statutory audits save under the supervision of another statutory auditor or not to carry out such audits save in specified circumstances).

(13)The High Court may, on application to it by the auditor or competent authority concerned, vary or discharge an order under paragraph

(12)(a) if it considers it just to do so.

(14)In considering an application under paragraph

(11)or

(13), the High Court shall have regard to— (

a)whether, as regards the appeal the applicant is making under Regulation 35 to the High Court, the applicant has a strong case that is likely to succeed before that Court (and, for that purpose, the High Court shall require the applicant to give an indication of the facts that will be relied upon, or of the evidence that will be adduced in the case of facts that are in controversy, by him or her on the hearing of that appeal); and (
b)the public interest and, in particular, the public interest in ensuring that there is the minimum of disruption, consistent with law, to the discharge by the competent authority concerned, as a body designated in the State for the purposes of the Directive, of the function of granting and withdrawing approval. Grounds for mandatory withdrawal in case of statutory audit firm 34.

(1)The procedures under this Regulation are in addition to those procedures, in the cases to which those paragraphs

(8)and

(9)apply, that are required by Regulation 17

(8)and

(9)to be employed.

(2)For the purposes of this Regulation— (

a)the cases that can constitute circumstances of an audit firm’s good repute being seriously compromised include cases of professional misconduct or want of professional skill on the part of the audit firm or any of the one or more auditors through whom it acts; and (
b)“disciplinary committee” has the same meaning as it has in the Act of 2003.

(3)Without prejudice to Regulation 89, a competent authority shall withdraw an approval of an audit firm under these Regulations if, but only if— (

a)circumstances arise (involving acts or omissions on the part of the audit firm or auditor or auditors through whom it acts) from which the competent authority can reasonably conclude that the firm’s good repute is seriously compromised; or (
b)any of the conditions specified in Regulation 27

(2)are no longer being complied with in respect of the firm, but this paragraph is subject to paragraph

(5).

(4)Unless there do not exist internal appeal procedures of the competent authority as referred to in paragraph

(7)(a), references in paragraphs

(5)and

(6)to a competent authority shall be read as references to a competent authority acting through the disciplinary committee that deals with matters at first instance.

(5)Where, having— (

a)complied with the requirements of procedural fairness in that regard; and (
b)served any notices required for that purpose or as required by its investigation and disciplinary procedures, the competent authority is satisfied that circumstances referred to in paragraph

(3)(a) have arisen or that non-compliance, as referred to in paragraph

(3)(b), with a condition has occurred, it shall, subject to paragraph

(6), serve a notice in writing on the audit firm stating that— (

i)it is satisfied that— (I) those circumstances have arisen in relation to; or (II) such non-compliance has occurred on the part of, the firm; (
ii)as the case may be, the firm must take specified steps to restore its repute to good standing, or comply with the condition concerned, within a specified period (which shall not be less than a month); and (iii) if those steps are not taken or the condition concerned is not complied with within that specified period, it shall withdraw the approval of the firm, and, if but only if, as the case may be— (I) those steps are not taken; or (II) the condition concerned is not complied with, within that specified period by the audit firm, the competent authority shall withdraw the approval of the audit firm under these Regulations.

(6)The procedure specified in paragraph

(5)as concerns the service of a notice with respect to the matters specified in subparagraphs (i) to (iii) of it need not be employed if the acts or omissions concerned referred to in paragraph

(3)(a) are such as, in the opinion of the competent authority, constitute professional misconduct or want of professional skill on the part of the audit firm (or the auditor or auditors through whom it acts) of a degree that employing that procedure would not be in the public interest but nothing in this paragraph affects the application of the requirements of procedural fairness to the withdrawal of approval.

(7)If— (

a)there exist applicable internal appeal procedures of the competent authority; and (
b)the investigation and disciplinary procedures of the competent authority provide that a decision of its disciplinary committee referred to in paragraph

(4), being a decision of a nature to which this Regulation applies, shall stand suspended or shall not take effect until, as the case may be— (

i)the period for making an appeal under those procedures has expired without such an appeal having been made; (
ii)such an appeal has been made and the decision to withdraw the approval confirmed; or (iii) such an appeal that has been made is withdrawn, then, notwithstanding anything in the preceding provisions of this Regulation, the operation of the withdrawal of approval by that disciplinary committee shall stand suspended until the happening of an event specified in clause (i), (
ii)or (iii).

(8)If— (

a)there exist applicable internal appeal procedures of the competent authority; and (
b)the investigation and disciplinary procedures of the competent authority do not provide, as mentioned in paragraph

(7)(b), for the decision of the disciplinary committee referred to in that provision to stand suspended or not to take effect, then, notwithstanding anything in those procedures, the audit firm to which that decision relates may apply to the High Court for an order suspending the operation of the withdrawal pending the determination by the relevant appellate committee of an appeal that it is making under those internal appeal procedures and, where such an application is made, paragraphs

(10)to

(14)apply to that application with— (

i)the substitution of references to an appeal under those internal appeal procedures for references to an appeal under Regulation 35; and (
ii)any other necessary modifications.

(9)If the relevant appellate committee referred to in paragraph

(5)that follow subparagraphs (

a)and (
b)of paragraph

(5), then, in disposing of that appeal, it shall proceed in the manner so specified.

(10)The competent authority shall take all reasonable steps to ensure that any appeal to the relevant appellate committee referred to in paragraph

(11)Where a competent authority has made a decision to withdraw the approval of an audit firm under this Regulation (that is to say a final decision of the competent authority on the matter after the internal appeal procedures (if any) of it have been employed and exhausted), the audit firm may apply to the High Court for an order suspending the operation of the withdrawal pending the determination by the High Court of an appeal under Regulation 35 that it is making against the withdrawal.

(12)On the hearing of an application under paragraph

(11), the High Court may, subject to paragraph

a)grant an order suspending the operation of the withdrawal; or (
b)refuse to grant such an order, and an order under subparagraph (
a)may provide that the order shall not have effect unless one or more conditions specified in the order are complied with (and such conditions may include conditions requiring the audit firm not to carry out statutory audits save under the supervision of one or more statutory auditors or one or more other statutory audit firms or not to carry out such audits save in specified circumstances).

(13)The High Court may, on application to it by the audit firm or competent authority concerned, vary or discharge an order under paragraph

(12)(a) if it considers it just to do so.

(14)In considering an application under paragraph

(11)or

(13), the High Court shall have regard to— (

a)whether, as regards the appeal the applicant is making under Regulation 35 to the High Court, the applicant has a strong case that is likely to succeed before that Court (and, for that purpose, the High Court shall require the applicant to give an indication of the facts that will be relied upon, or of the evidence that will be adduced in the case of facts that are in controversy, by it on the hearing of that appeal); and (
b)the public interest and, in particular, the public interest in ensuring that there is the minimum of disruption, consistent with law, to the discharge by the competent authority concerned, as a body designated in the State for the purposes of the Directive, of the function of granting and withdrawing approval. Appeals against withdrawal of approval 35.

(1)A person may appeal to the High Court against the withdrawal by a competent authority of approval under these Regulations of the person as a statutory auditor or audit firm, but this is subject to paragraph

(2).

(2)An appeal shall not lie under paragraph

(1)unless and until any applicable internal appeal procedures of the competent authority have been employed and exhausted by the first-mentioned person in that paragraph.

(3)An appeal under paragraph

(1)shall be made within one month— (

a)unless subparagraph (
b)applies, after the date of the withdrawal of approval; or (
b)after the confirmation of that withdrawal on foot of the internal appeal procedures of the competent authority having been employed.

(4)On the hearing of such an appeal, the High Court— (

a)if it is satisfied that the appellant has established that there was not a reasonable basis for the decision of the competent authority concerned to withdraw the approval, shall cancel the withdrawal of the approval; or (
b)if it is not so satisfied, shall confirm the withdrawal of the approval.

(5)For the purposes of paragraph

(4), there is a reasonable basis for the decision of the competent authority if, taking into account the expertise and specialist knowledge possessed by the competent authority, the decision (and the process that led to its making) was not vitiated by— (a) any serious and significant error or a series of such errors; (b) a mistake of law; or (c) the evidence, taken as a whole, not supporting the decision.

(6)The High Court may, on the hearing of an appeal under paragraph

(1), consider evidence not adduced or hear an argument not made to the competent authority concerned if the Court is satisfied that— (

a)there are cogent circumstances justifying the failure to adduce the evidence or make the argument to the competent authority; and (
b)it is just and equitable for the Court to consider the evidence or hear the argument, as the case may be.

(7)A notification of the outcome of an appeal under this Regulation (or of any appeal from a decision of the High Court thereunder to the Supreme Court) shall be made by the competent authority concerned to the same persons to whom a notification of a withdrawal of approval must be made by Regulation 37 and (where it applies) Regulation

Amendment of section 24 of Act of 2003 to clarify relationship between powers thereunder and powers under these Regulations
Section 24 of the Act of 2003 is amended by inserting the following subsections after subsection

(11): “(11A) For the avoidance of doubt, the following matters may, without prejudice to the generality of the preceding provisions, be the subject of an investigation by the Supervisory Authority under this section, namely matters— (

a)in relation to which a competent authority (within the meaning of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010) has decided not to withdraw a person’s approval under those Regulations as a statutory auditor or audit firm; or (
b)which either— (
i)have not been considered by such a competent authority as grounds for the withdrawal of a person’s approval under those Regulations as a statutory auditor or audit firm; or (
ii)having been considered by it as such grounds, are not considered by it to disclose a prima facie case for proceeding further. (11B) Where— (
a)those matters are the subject of such an investigation by the Supervisory Authority; and (
b)a breach of standards is found by the Supervisory Authority, subsection

(7)(a) shall be read as requiring or enabling (depending on whether the breach of standards found falls within Part 4 or Chapter 3 of Part 8 of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010) the Supervisory Authority to withdraw the approval under those Regulations of the person concerned as a statutory auditor or audit firm; where such an approval is withdrawn by it, the following provisions of those Regulations shall, with any necessary modifications, apply (and not subsections

(8)and

(9)of this section) to that withdrawal, namely Regulation 33

(11)to

(14)(or, as the case may be, Regulation 34

(11)to

(14)) and Regulation 35. (11C) Subsection (11B) does not prejudice the imposition, in the circumstances concerned, by the Supervisory Authority of another sanction referred to in subsection

(7)(

a)in addition to a withdrawal of approval (where withdrawal of the approval is mandatory under the foregoing Regulations) or in lieu of a withdrawal of approval (where such withdrawal is not so mandatory).”. Certain persons to be notified of withdrawal 37. Without prejudice to Regulation 38, where the approval under these Regulations of a statutory auditor or audit firm is withdrawn for any reason by a competent authority, that fact and the reasons for the withdrawal shall be communicated by the competent authority to— (
a)the competent authority with supervisory and other functions; and (
b)the competent authority with registration functions, as soon as possible, but not later than one month after the date of withdrawal of approval. Other persons to be notified of withdrawal 38.

(1)Where— (

a)the approval under these Regulations of a statutory auditor or audit firm is withdrawn for any reason by a competent authority, and (
b)the statutory auditor or audit firm is also approved in another Member State, the competent authority shall, in addition to making the communication specified in Regulation 37, notify the relevant competent authorities of Member States where the statutory auditor or audit firm is also approved and entered in the relevant register of the fact of the withdrawal and the reasons for it.

(2)The notification under this Regulation shall be made as soon as possible, but not later than one month after the date of withdrawal of approval.

(3)If the approval under these Regulations of a statutory auditor or audit firm is withdrawn by the competent authority with supervisory and other functions under section 24 (as amended by these Regulations) of the Act of 2003, this Regulation and Regulation 37 (other than paragraph (

a)of
it)shall apply in relation to the withdrawal as if the references in them to the competent authority were references to the competent authority with supervisory and other functions and with any other necessary modifications. PART 5 Standards and provisions applicable to statutory auditors and audit firms Chapter 1 Standards for statutory auditors and audit firms Continuing education 39.

(1)A competent authority shall attach the following condition to an approval granted by it under these Regulations to a person as statutory auditor.

(2)That condition is one requiring the person to take part in appropriate programmes of continuing education in order to maintain his or her theoretical knowledge, professional skills and values at a sufficiently high level.

(3)In the case of a statutory auditor who is a person in relation to whom a competent authority may, by virtue of Regulation 17, perform functions under these Regulations but either— (

a)the approval of whom as a statutory auditor has not been granted by that competent authority; or (
b)the person is a person referred to in Regulation 25

(1), a like obligation to that mentioned in paragraph

(2)as regards taking part in appropriate programmes of continuing education is, by virtue of this paragraph, imposed on him or her. Professional ethics

The competent authorities shall subject statutory auditors and audit firms to principles of professional ethics, covering at least their public interest function, their integrity and objectivity and their professional competence and due care. Independence and objectivity
Statutory auditors and audit firms are subject to the independence and objectivity requirements of Articles 22, 24 and 25 of the Directive as implemented in the State by Part
Standards for purposes of Regulations 39 to 41 42.

(1)The competent authorities shall, in respect of statutory auditors and audit firms— (

a)have adequate standards requiring those auditors and audit firms to comply with the obligations specified in Regulations 39 to 41, and (
b)institute adequate arrangements for the effective monitoring and enforcement of compliance with such standards.

(2)No standards shall be used by a competent authority for that purpose unless those standards have (with respect to that use) first been approved, in accordance with section 9

(2)(c) of the Act of 2003, by the competent authority with supervisory and other functions. Arrangements for enforcement of standards 43. The arrangements for enforcement referred to in Regulation 42

(1)(

b)shall include, in accordance with Regulations 88 and 89, provision for— (
a)sanctions which include— (
i)at the discretion of the competent authority, in accordance with the third-mentioned Regulation, the withdrawal of approval under these Regulations as a statutory auditor or audit firm; (
ii)appropriate penalties; (iii) appropriate disciplinary measures; (
iv)appropriate regulatory sanctions, and (
b)making available to the public information relating to the measures taken and the penalties imposed in respect of statutory auditors and audit firms. Chapter 2 Confidentiality and Professional Secrecy Rules of confidentiality to apply 44.

(1)The rules of confidentiality and secrecy of the competent authority (of which the statutory auditor or audit firm concerned is a member) shall apply with respect to information and documents to which a statutory auditor or audit firm has access when carrying out a statutory audit.

(2)The statutory auditor or audit firm, as the case may be, shall comply with those rules of confidentiality and secrecy.

(3)Where the statutory auditor or audit firm is not a member of a recognised accountancy body, then the preceding provisions of this Regulation shall apply as if the references to the rules of confidentiality and secrecy were references to the rules of confidentiality and secrecy of the competent authority that, by virtue of Regulation 17, may perform functions in relation to him, her or it. Supplemental provisions in relation to Regulation 44 45.

(1)Regulation 44 shall continue to apply with respect to an audit assignment notwithstanding— (

a)that the statutory auditor or audit firm referred to in that Regulation has ceased to be engaged in that audit assignment; or (
b)that the auditor or audit firm referred to in that Regulation ceases to be— (
i)a statutory auditor or audit firm; or (
ii)an auditor or audit firm.

(2)Accordingly, in such a case— (

a)the statutory auditor or, as the case may be, audit firm, or (
b)the former such auditor or, as the case may be, audit firm, shall continue to comply with the rules of confidentiality and secrecy concerned. Saving 46. Nothing in Regulation 44 or 45 shall operate to prevent a competent authority from complying with its obligations under these Regulations or the Companies Acts. Incoming statutory auditor or audit firm to be afforded access to information 47.

(1)Where a statutory auditor or audit firm is replaced by another statutory auditor or audit firm, the former statutory auditor or audit firm shall provide access to all relevant information concerning the audited entity to the incoming statutory auditor or audit firm.

(2)This Regulation applies to a replacement of a statutory auditor or audit firm that occurs on or after the date falling 3 months after the date of the making of these Regulations. Access by competent authority to audit documents 48.

(1)Where it considers it reasonably necessary to do so for the purpose of performing a particular function or particular functions under these Regulations, a competent authority may inspect and make copies of all relevant documents in the possession or control of a statutory auditor or audit firm; for that purpose it may, by notice in writing served on the statutory auditor or audit firm, require the auditor or firm either (as shall be specified) to— (a) furnish to it specified documents; or (b) permit it to have access, under specified circumstances, to all relevant documents in the possession or control of the auditor or audit firm, within a specified period.

(2)Without prejudice to the generality of paragraph

(1), the powers under that paragraph are exercisable in relation to a statutory auditor or audit firm where a complaint is made to the competent authority that the statutory auditor or audit firm has failed to comply with any requirement of these Regulations.

(3)Where the powers under paragraph

(1)are exercisable, the following additional power may be exercised by the competent authority if it considers that the exercise of it is reasonably necessary to enable it to clarify any matter arising from its inspection of the documents concerned, namely a power to require the statutory auditor or a member of the statutory audit firm to— (a) attend before it; and (b) explain any entry in the documents concerned and otherwise give assistance to it in clarifying the matter concerned.

(4)In this Regulation “specified” means specified in the notice concerned.

(5)Without prejudice to paragraph

(6), a person who fails, without reasonable excuse, to comply with a requirement under paragraph

(1)or

(3)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.

(6)Where a person fails to comply with a requirement under paragraph

(1)or

(3), the competent authority concerned may apply to the High Court for an order compelling compliance by the person with the requirement, and, on the hearing of such application, the High Court may make such an order or such other order as it thinks just.

(7)Nothing in this Regulation derogates from— (

a)the powers exercisable by a disciplinary committee in the circumstances, and under the conditions, specified in section 192A of the Act of 1990; or (
b)the bye-laws of a competent authority. Access by competent authority with supervisory and other functions to documents in possession of competent authority 49.

(1)Where it considers it reasonably necessary to do so for the purposes of performing a particular function or particular functions under these Regulations, the competent authority with supervisory and other functions may inspect and make copies of all relevant documents in the possession or control of a competent authority; for that purpose it may, by notice in writing served on the competent authority, require the authority either (as shall be specified) to— (a) furnish to it specified documents; or (b) permit it to have access, under specified circumstances, to all relevant documents in the possession or control of the authority, within a specified period.

(2)Without prejudice to the generality of paragraph

(1), the powers under that paragraph are exercisable in relation to a competent authority where a complaint is made to the competent authority with supervisory and other functions that the first-mentioned competent authority has failed to comply with any requirement of these Regulations.

(3)Where the powers under paragraph

(1)are exercisable, the following additional power may be exercised by the competent authority with supervisory and other functions if it considers that the exercise of it is reasonably necessary to enable it to clarify any matter arising from its inspection of the documents concerned, namely a power to require an officer of the competent authority to— (a) attend before it; and (b) explain any entry in the documents concerned and otherwise give assistance to it in clarifying the matter concerned.

(4)In this Regulation “specified” means specified in the notice concerned.

(5)A person who fails, without reasonable excuse, to comply with a requirement under paragraph

(1)or

(3)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.

(6)Nothing in this Regulation derogates from the powers exercisable by the competent authority with supervisory and other functions in the circumstances, and under the conditions, specified in section 23 or 24 of the Act of

Professional privilege
Nothing in this Chapter compels the disclosure by any person of any information that the person would be entitled to refuse to produce on the grounds of legal professional privilege. No liability for acts done in compliance with Regulations 51.

(1)No professional or legal duty to which a statutory auditor or audit firm is subject by virtue of his or her or its appointment as a statutory auditor or audit firm shall be regarded as contravened by reason of compliance with the obligations imposed by these Regulations.

(2)No liability to the company audited or being audited, its shareholders, creditors, or other interested parties shall attach to the statutory auditor or audit firm by reason of such compliance.

(3)For the avoidance of doubt, nothing in this Regulation affects the liability of a statutory auditor or audit firm for negligence or breach of duty in the conduct of a statutory audit by him, her or it. Restriction of section 31 of Act of 2003

Nothing in section 31 of the Act of 2003 shall operate to prevent a competent authority or the competent authority with supervisory and other functions from complying with its obligations under these Regulations. Further amendment of section 31 of Act of 2003
Section 31

(3)of the Act of 2003 is amended— (

a)in paragraph (a), by substituting “section 23, 24 or 26,” for “section 23, 24 or 26, or”; (
b)in paragraph (b)(xv), by substituting “the purposes of this section, or” for “the purposes of this section.”; and (
c)by inserting the following paragraph after paragraph (b): “(
c)if the information disclosed is to an individual or entity performing functions in another state which are similar to the functions the Authority has by virtue of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 (including functions under this Act which the Authority has by virtue of those Regulations), provided that restrictions equivalent to those provided by this section apply in that state in relation to that individual or entity with respect to disclosure of information so given.”. Chapter 3 Auditing Standards and Audit Reporting International auditing standards to be applied 54.

(1)On and from the adoption of international auditing standards, statutory auditors and audit firms shall carry out statutory audits in accordance with those standards.

(2)The reference in paragraph

(1)to the adoption of international auditing standards is a reference to the adoption by the Commission, in accordance with the procedure referred to in Article 48

(2)of the Directive, of international auditing standards. Audit of group accounts — responsibility of group auditor 55.

(1)Where a statutory audit of the group accounts of a group of undertakings is carried out— (

a)the group auditor shall bear the full responsibility for the audit report in relation to the group accounts; (
b)the group auditor shall carry out a review, and maintain documentation of such review, of the work of whoever of the following performed audit work for the purposes of the group audit, namely one or more: (
i)third-country auditors; (
ii)statutory auditors; (iii) third-country audit entities; (
iv)statutory audit firms; (
v)Member State auditors; (
vi)Member State audit firms.

(2)The documentation referred to in paragraph

(1)(b) to be retained by the group auditor shall be such as enables the competent authority to review the work of the group auditor properly. Further responsibility of group auditor 56.

(1)Where— (

a)a statutory audit of the group accounts of a group of undertakings is carried out, and (
b)a component of the group of undertakings is audited by one or more third-country auditors or audit entities that have no working arrangement as referred to in Regulation 109

(1)(c) or 110(c), the group auditor is responsible for ensuring proper delivery, when requested, to the competent authority with supervisory and other functions of the documentation of the audit work performed by those auditors or audit entities, including the working papers relevant to the group audit.

(2)To ensure such delivery, the group auditor shall retain a copy of such audit documentation, or alternatively— (

a)agree with the one or more third-country auditors or audit entities concerned arrangements for the group auditor’s proper and unrestricted access, upon request, to the documentation, or (
b)take any other appropriate action.

(3)Where legal or other impediments prevent audit working papers from being passed from a third country to the group auditor, the documentation retained by the group auditor shall include— (

a)evidence that he or she has undertaken the appropriate procedures in order to gain access to the audit documentation, and (
b)in the case of an impediment other than a legal one arising from legislation of the third country or countries concerned, evidence supporting such an impediment. Amendment of section 193 of Act of 1990 57. Section 193 of the Act of 1990 is amended— (
a)in subsection (4D), by deleting paragraph (a); and (
b)by inserting the following subsection after subsection (4F): “(4G) (
a)The auditors’ report shall state the name of the auditor and be signed, as provided for in paragraph (b), and dated. (
b)Where the auditor is— (
i)a statutory auditor (within the meaning of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010, the report shall be signed by that person, or (
ii)a statutory audit firm (within the meaning of the foregoing Regulations), the report shall be signed by— (I) the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm for the particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm, or (II) in the case of a group audit, at least the statutory auditor (or, where more than one, each statutory auditor) designated by the statutory audit firm as being primarily responsible for carrying out the statutory audit at the level of the group, in his or her own name, for and on behalf of, the audit firm.”. Chapter 4 Transparency report Transparency report 58.

(1)A statutory auditor or audit firm that carries out the statutory audit of one or more public-interest entities shall prepare and publish, within 3 months after the end of— (a) the financial year of the statutory auditor or audit firm referred to in paragraph

(2); and (b) each subsequent financial year of the statutory auditor or audit firm, a report in relation to that financial year (in these Regulations referred to as a “transparency report”).

(2)The financial year referred to in paragraph

(1)(

a)is one ending on or after the date falling 3 months after the date of the making of these Regulations. Contents of transparency report — general 59. The transparency report shall contain at least the information specified in Regulation 61 and shall be— (
a)approved by the statutory auditor or audit firm; and (
b)signed— (
i)in the case of a report prepared by a statutory auditor — by him or her; or (
ii)in the case of a report prepared by a statutory audit firm — by a partner or other member of the firm who has senior executive responsibility in relation to the affairs of the firm. Publication of transparency report 60. The statutory auditor or audit firm shall ensure that his, her or its transparency report— (
a)is made available on a website, being a website maintained by or on behalf of the statutory auditor or audit firm, not later than 3 months after the end of the financial year of the statutory auditor or audit firm to which it relates, and (
b)remains available for a period of 3 years reckoned from the end of the period of 3 months referred to in paragraph (a). Specific requirements in relation to contents of transparency report 61. The transparency report shall— (
a)where the subject of the report is a statutory audit firm (referred to in this Regulation as the “subject”), contain at least the information specified hereafter in this Regulation, and (
b)where the subject of the report is a statutory auditor (also referred to in this Regulation as the “subject”), contain at least so much of the information specified hereafter in this Regulation as is applicable in the case of an individual, namely— (
i)a description of the legal structure and ownership of the subject; (
ii)where the subject belongs to a network, a description of the network and the legal and structural arrangements of the network; (iii) a description of the governance structure of the subject; (
iv)a description of the internal quality control system of the subject and a statement by the administrative or managerial body on the effectiveness of its functioning; (
v)an indication of when the last quality assurance review referred to in Chapter 2 of Part 8 took place; (
vi)a list of public-interest entities for which the subject has carried out statutory audits during the preceding financial year; (vii) a statement concerning the subject’s independence practices which also confirms that an internal review of independence compliance has been conducted; (viii) a statement on the policy followed by the subject concerning the continuing education of statutory auditors referred to in Regulation 39; (
ix)financial information showing the significance, from the perspective of the market, of the subject, such as the total turnover divided into fees from the statutory audit of annual and group accounts, and fees charged for other assurance services, tax advisory services and other non-audit services; (
x)information concerning the basis for the remuneration of the principals or partners. Chapter 5 Duties to notify competent authority with supervisory and other functions in event of cessation of office by statutory auditor or audit firm and restrictions on their removal Amendment of Principal Act with regard to removal of auditors 62. The Principal Act is further amended, with effect from the date that is 3 months after the date of the making of these Regulations— (
a)in section 160, by inserting, in subsection

(5), “and subject to section 161C” after “in relation to his removal under this subsection”; and (b) by inserting the following sections after section 161: “Duty of auditor to notify Supervisory Authority regarding cessation of office. 161A.

(1)Where, for any reason, during the period between the conclusion of the last annual general meeting and the conclusion of the next annual general meeting of a company, an auditor ceases to hold office either by virtue of section 160, or section 185 of the Act of 1990, the auditor shall— (

a)in such form and manner as the Supervisory Authority specifies, and (
b)within 1 month after the date of that cessation, notify the Supervisory Authority that the auditor has ceased to hold office.

(2)That notification shall be accompanied by: (a) in the case of resignation of the auditor, the notice served under section 185

(1)of the Act of 1990, or (b) in the case of removal of the auditor at a general meeting pursuant to section 160

(5), a copy of any representations in writing made to the company, pursuant to section 161

(3), in relation to the intended resolution except where such representations were not sent out to the members of the company in consequence of an application to the court under section 161

(4).

(3)Where, in the case of resignation, the notice served under section 185

(1)of the Act of 1990 is to the effect that there are no circumstances connected with the resignation to which it relates that the auditor concerned considers should be brought to the notice of members or creditors of the company, the notification under subsection

(1)shall also be accompanied by a statement of the reasons for the auditor’s resignation.

(4)In this section— (

a)‘resignation’ includes an indication of unwillingness to bere-appointed at an annual general meeting; and (
b)a reference to a notice served under section 185

(1)of the Act of 1990 includes a reference to a notice given by the auditor under section 160

(2)(c). Duty of company to notify Supervisory Authority of auditor’s cessation of office. 161B.

(1)Where, for any reason, during the period between the conclusion of the last annual general meeting and the conclusion of the next annual general meeting, an auditor ceases to hold office either by virtue of section 160, or section 185 of the Act of 1990, the company shall— (

a)in such form and manner as the Supervisory Authority specifies, and (
b)within 1 month after the date of that cessation, notify the Supervisory Authority that the auditor has ceased to hold office.

(2)That notification shall be accompanied by: (a) in the case of resignation of the auditor, the notice served by the auditor under section 185

(1)of the Act of 1990, or (b) in the case of removal of the auditor at a general meeting pursuant to section 160

(5)— (

i)a copy of the resolution removing the auditor, and (
ii)a copy of any representations in writing made to the company, pursuant to section 161

(3), by the outgoing auditor in relation to the intended resolution except where such representations were not sent out to the members of the company in consequence of an application to the court under section 161

(4).

(3)In this section— (

a)‘resignation’ includes an indication of unwillingness to be re-appointed at an annual general meeting; and (
b)a reference to a notice served under section 185

(1)of the Act of 1990 includes a reference to a notice given by the auditor under section 160

(2)(c). Restrictions on removal of auditor. 161C.

(1)The passing of a resolution to which this section applies shall not be effective with respect to the matter it provides for unless— (

a)in case the resolution provides for the auditor’s removal from office, there are good and substantial grounds for the removal related to the conduct of the auditor with regard to the performance of his duties as auditor of the company or otherwise; or (
b)in the case of any other resolution to which this section applies, the passing of the resolution is, in the company’s opinion, in the best interests of the company, but— (
i)for the foregoing purposes, diverging opinions on accounting treatments or audit procedures cannot constitute the basis for the passing of any such resolution, and (
ii)in paragraph (
b)‘best interests of the company’ does not include any illegal or improper motive with regard to avoiding disclosures or detection of any failure by the company to comply with the Companies Acts.

(2)This section applies to— (

a)a resolution removing an auditor from office, (
b)a resolution at an annual general meeting appointing somebody other than the retiring auditor as auditor, (
c)a resolution providing expressly that the retiring auditor shall not be re-appointed.”. PART 6 Public Register Public register 63.

(1)From the date specified in paragraph

(2), the competent authority with registration functions shall maintain a register (in this Part referred to as the “public register”) which shall contain the information set out in Schedule 1 in relation to— (a) statutory auditors and audit firms; and (b) third-country auditors and audit entities.

(2)The date referred to in paragraph

(1)is the date falling 3 months after the date of making of these Regulations. Notification of information to competent authority with registration functions 64.

(1)An auditor or audit firm or a third-country auditor shall, as soon as may be after he, she or it is approved under these Regulations as a statutory auditor or audit firm, notify the relevant information to the competent authority.

(2)On receipt of that notification and its having carried out any verification of the information as seems to it to be necessary, the competent authority shall notify to the competent authority with registration functions— (

a)the relevant information contained in the first-mentioned notification; and (
b)(
i)the individual identification number assigned by it to the auditor, audit firm or third-country auditor under Regulation 19

(6); and (ii) where— (I) under Regulation 19

(6)such a number exists; and (II) by reason of the circumstances referred to in paragraph

(4)(

b)the relevant information notified to the competent authority does not include that number, the number referred to in paragraph 1(c)(
ii)or 2(
g)of Schedule 1.

(3)The notifications under paragraphs

(1)and

(2)shall each be made in such form and manner as the competent authority with registration functions specifies.

(4)In this Regulation “relevant information” means the information set out in paragraph 1 or 2, as the case may be, of Schedule 1, other than that set out— (

a)in subparagraph (
b)of that paragraph 1 or 2; or (
b)if, due to the simultaneous registration of a statutory audit firm and the statutory auditors that comprise that firm, the number there referred to is not available at that time, in subparagraph (c)(
ii)of that paragraph 1 or subparagraph (
g)of that paragraph 2. Prohibition on certain acts unless registered 65.

(1)On or after the date specified in paragraph

(2), a person shall not— (

a)act as; or (
b)represent himself or herself, or hold himself or herself out, as being, a person falling within a category of person entered, or entitled to be entered, in the public register unless the person is entitled to be entered, and the name of the person is duly entered, in the public register.

(2)The date referred to in paragraph

(1)is the date falling 3 months after the date of making of these Regulations.

(3)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 €50,000.

(4)If the contravention in respect of which a person is convicted of an offence under paragraph

(3)is continued after the conviction, the person is guilty of a further offence for each day that the contravention continues and for each such offence the person is liable— (

a)on summary conviction, to a fine not exceeding €1,000, or (
b)on conviction on indictment, to a fine not exceeding €10,000. Obligation of statutory auditor or audit firm to notify certain information 66.

(1)Each statutory auditor and audit firm shall, as soon as may be but not later than one month after the event, notify the competent authority of any change in the information contained in the public register relating to him, her or it.

(2)On receipt of that notification and its having carried out any verification of the information stated to have changed as seems to it to be necessary, the competent authority shall notify the change in information to the competent authority with registration functions.

(3)The competent authority with registration functions shall, as soon as may be but not later than one month after receipt of the notification referred to in paragraph

(2), amend the public register to reflect the change of information so notified.

(4)A person who fails, without reasonable excuse, to comply with paragraph

(1)is guilty of an offence and is liable, on summary conviction, to a fine not exceeding €5,000. Information must be signed 67.

(1)Information notified under Regulation 64

(1)or 66

(1)by a statutory auditor or audit firm shall be signed by the statutory auditor or, as the case may be, a person on behalf of the statutory audit firm.

(2)The signature referred to in paragraph

(1)may be an electronic signature (as defined in point 1 of Article 2 of Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures) if the provision of a signature in that form complies with any requirements in that behalf of the competent authority with registration functions of the kind referred to in section 13

(2)(a) of the Electronic Commerce Act 2000 (No. 27 of 2000).

(3)If information is notified under Regulation 64

(1)or 66

(1)without being signed as required by paragraph

(1), the statutory auditor or audit firm concerned is guilty of an offence and is liable, on summary conviction, to a fine not exceeding €5,000. Transitional provision 68.

(1)A body of accountants referred to in subsection

(3)of section 191 (inserted by Regulation 10) of the Act of 1990 shall, within one month after the commencement of these Regulations, notify to the competent authority with registration functions the relevant information (within the meaning of Regulation 64) in respect of each of its members deemed to have been approved by virtue of Regulation 25

(1)or 27

(4).

(2)A person referred to in Regulation 25

(2)shall, within one month after the commencement of these Regulations, notify to the competent authority with registration functions the relevant information (within the meaning of Regulation 64) in respect of him or her.

(3)A person who fails, without reasonable excuse, to comply with paragraph

(1)or

(2)is guilty of an offence and is liable, on summary conviction, to a fine not exceeding €5,000. Language of information to be entered in register 69. The information entered in the public register shall be drawn up in either English or Irish. PART 7 Independence Requirement for independence — general 70. When carrying out a statutory audit— (

a)the statutory auditor or audit firm, as the case may be; and (
b)in the latter case, any statutory auditor of the statutory audit firm, shall be independent of, and not involved in the decision-taking of, the audited entity. Prohibited relationships — specific provisions to secure independence 71.

(1)A statutory auditor or audit firm shall not carry out a statutory audit if there exists a relationship of the following kind between the statutory auditor or audit firm (or a network to which he or she or it belongs) and the audited entity.

(2)That relationship is any direct or indirect financial, business, employment or other relationship (which may include the provision of additional non-audit services) from which an objective, reasonable and informed third party would conclude that the statutory auditor’s or audit firm’s independence is compromised.

(3)If the statutory auditor’s or audit firm’s independence is affected by threats, such as self-review, self-interest, advocacy, familiarity or trust or intimidation, the statutory auditor or audit firm shall apply safeguards in order to mitigate those threats. If the significance of the threats compared to the safeguards applied is such that his, her or its independence is compromised, the statutory auditor or audit firm shall not carry out the statutory audit.

(4)Without prejudice to the generality of the preceding paragraphs, a person shall not act as a statutory auditor of a company if he or she is— (

a)an officer or servant of the company, (
b)a person who has been an officer or servant of the company within a period in respect of which accounts would fall to be audited by the person if he or she were appointed auditor of the company, (
c)a parent, spouse, brother, sister or child of an officer of the company, (
d)a person who is a partner of or in the employment of an officer of the company, (
e)a person who is disqualified under this paragraph for appointment as auditor of any other body corporate that is a subsidiary or holding company of the company or a subsidiary of the company’s holding company, or would be so disqualified if the body corporate were a company, (
f)a person who is disqualified under section 187

(2)(

f)of the Act of 1990 for appointment as a public auditor of a society that is a subsidiary or holding company of the company or a subsidiary of the company’s holding company, or (
g)a person in whose name a share in the company is registered, whether or not that person is the beneficial owner of the share.

(5)Without prejudice to the generality of paragraphs

(1)to

(3), a statutory audit firm, regardless of its legal structure, shall not carry out a statutory audit of a company if— (

a)any principal of the audit firm is an officer or servant of the company, (
b)any principal of the audit firm has been an officer or servant of the company within a period in respect of which accounts would fall to be audited by the firm if the firm was appointed auditor of the company, (
c)the firm is disqualified under this paragraph for appointment as auditor of any other body corporate that is a subsidiary or holding company of the company or a subsidiary of the company’s holding company, or would be so disqualified if the body corporate were a company, or (
d)the firm is disqualified under section 187

(2)(f) of the Act of 1990 for appointment as a public auditor of a society that is a subsidiary or holding company of the company or a subsidiary of the company’s holding company.

(6)Without prejudice to the generality of paragraphs

(1)to

(3), a person shall not carry out a statutory audit of a company on behalf of a statutory audit firm if he or she is— (

a)a person in whose name a share in the company is registered, whether or not that person is the beneficial owner of the share; or (
b)a parent, spouse, brother, sister or child of an officer of the company.

(7)In this Regulation “society” means a society registered under the Industrial and Provident Societies Acts 1893 to 1978. Additional requirements in case of public-interest entities 72. Without prejudice to the generality of Regulation 70 or 71, a statutory auditor or audit firm shall not carry out a statutory audit of a public-interest entity— (

a)in circumstances which involve a case of self-review or self-interest, and (
b)from the circumstances of which case an objective, reasonable and informed third party would conclude that (so as to safeguard the statutory auditor’s or audit firm’s independence) the auditor’s or firm’s not carrying out that audit would be appropriate. Threats to independence and other information to be recorded 73. A statutory auditor or audit firm shall document in the audit working papers all significant threats to his, her or its independence as well as the safeguards applied to mitigate those threats. Non-intervention by certain persons in execution of audit 74. Neither— (
a)the owners or shareholders of a statutory audit firm or the owners or shareholders of an affiliated firm; nor (
b)the members of the administrative, management or supervisory body of such a firm or of an affiliated firm, shall intervene in the execution of a statutory audit in any way which jeopardises the independence and objectivity of the statutory auditor who carries out the statutory audit on behalf of the statutory audit firm. Restrictions with regard to fees 75. A competent authority shall ensure that its standards include provisions that fees for statutory audits: (
a)are not to be influenced by, or determined by, the provision of additional services to the audited entity; and (
b)are not to be based on any form of contingency. Additional reporting and other requirements in case of public-interest entities 76. In addition to the other requirements of this Part, a statutory auditor or audit firm that carries out the statutory audit of a public-interest entity shall— (
a)confirm annually, in writing, to the audit committee of the entity his, her or its independence from the public-interest entity; (
b)disclose annually to such audit committee any additional services provided to the public-interest entity; and (
c)discuss with such audit committee the threats to the independence of the auditor or firm and the safeguards applied to mitigate those threats as documented by him, her or it under Regulation 73. Rotation of key audit partner in cases of public-interest entities 77.

(1)In this Regulation— “7 year period” shall be read in accordance with paragraph

(2); “relevant date” means the date of appointment, being a date falling on or after 29 June 2008— (a) of the statutory auditor or audit firm (to which the key audit partner or partners referred to in paragraph

(2)belongs or belong); (b) to the entity referred to in that paragraph.

(2)The key audit partner or partners responsible for carrying out a statutory audit of a public-interest entity shall not engage in a statutory audit of the entity at any time that, subject to paragraph

(3), is subsequent to the period of 7 years after the relevant date (in paragraphs

(3)and

(4)referred to as the “7 year period”).

(3)The prohibition imposed by paragraph

(2)on the key audit partner or partners concerned engaging in a statutory audit of the entity concerned shall cease to have effect 2 years after the 7 year period, but this is without prejudice to paragraph

(4).

(4)This Regulation shall be construed and have effect so that, in the event of any period— (

a)elapsing subsequent to the 7 year period, and (
b)being a period of a duration of 7 years during which the statutory auditor or audit firm referred to in paragraph

(1)continues to stand appointed to the public-interest entity concerned, a like prohibition, and a like cessation of that prohibition, to that provided by paragraphs

(2)and

(3), respectively, shall apply to key audit partner or partners responsible for carrying out a statutory audit of that entity. Moratorium on taking up management position in audited public-interest entity 78. There shall not be taken up by— (

a)a statutory auditor who carries out a statutory audit of a public-interest entity; or (
b)the key audit partner who carries out, on behalf of a statutory audit firm, a statutory audit of a public-interest entity, a key management position in that entity before a period of at least 2 years has elapsed since the day following (should such occur) his or her resignation as a statutory auditor or key audit partner from the audit engagement. PART 8 Public Oversight and Quality Assurance of Statutory Auditors and Audit Firms Chapter 1 Public Oversight Amendment of section 10 of Act of 2003 79. Section 10 of the Act of 2003 is amended— (
a)in subsection

(4), by inserting “(whether an individual or otherwise)” after “person” in paragraph (c); and (b) in subsection

(5)— (

i)in paragraph (a), by substituting “Part),” for “Part), or”, (
ii)in paragraph (b), by substituting “section 9

(2)(ma),” for “section 9

(2)(ma).”, and (iii) by inserting the following paragraphs after paragraph (b): “(

c)provisions of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010, or (
d)rules adopted by the Supervisory Authority under subsection

(3)concerning the matters that relate to its functions under section 9

(2)(mb).”. System of public oversight — responsibility of competent authority with supervisory and other functions 80.

(1)In this Regulation “system of public oversight”, in relation to statutory auditors and audit firms, means the system of oversight in the State of such persons constituted by the collective operation of— (

a)the provisions of the Act of 2003 and the rules, regulations and guidelines made or adopted under them by the competent authority with supervisory and other functions; (
b)the provisions of these Regulations; and (
c)the provisions generally of the Companies Acts.

(2)The competent authority with supervisory and other functions shall be the competent authority in the State with respect to the system of public oversight of statutory auditors and audit firms.

(3)As such, and without prejudice to its functions as provided under the Act of 2003 or Regulation 83, the competent authority with supervisory and other functions shall generally superintend— (

a)the approval and registration of statutory auditors and audit firms; (
b)the adoption of standards on professional ethics, internal quality control of audit firms and auditing; and (
c)continuing education, quality assurance, and investigative and disciplinary systems. Further amendments of Act of 2003 81. The Act of 2003 is further amended— (
a)in section 11— (
i)in paragraph (
b)of subsection

(1), by substituting “office, is a director,” for “office, is a director.”, and (ii) by inserting at the end of subsection

(1)the following: “and the persons appointed as such directors shall be persons who are knowledgeable in areas relevant to statutory audit.”; (b) in section 23, by adding the following subsection: “

(13)For the purposes of this section ‘member’, in addition to the meaning assigned to that expression by section 4

(1), includes, in relation to a prescribed accountancy body that is a recognised accountancy body, an individual or firm who or which, though not a member of the recognised accountancy body, is an individual or firm in relation to whom that body may exercise powers under the European Communities (Statutory Audits) (Directive 2006/43/EC) 2010.”; and (c) in section 24, by adding the following subsection: “

(13)For the purposes of this section ‘member’, in addition to the meaning assigned to that expression by section 4

(1), includes, in relation to a prescribed accountancy body that is a recognised accountancy body, an individual or firm who or which, though not a member of the recognised accountancy body, is an individual or firm in relation to whom that body may exercise powers under the European Communities (Statutory Audits) (Directive 2006/43/EC) 2010.”. Chapter 2 Quality Assurance Competent authority with supervisory and other functions to engage in oversight of quality assurance 82.

(1)In performing their functions under Regulations 83 and 84, the competent authorities shall be subject to public oversight by the competent authority with supervisory and other functions.

(2)The terms and conditions referred to in section 9

(2)(b)(

i)and (
ii)of the Act of 2003 (which relate to the powers, under section 192 of the Act of 1990, of the competent authority with supervisory and other functions) may be attached to the recognition of bodies of accountants for the purpose of facilitating the performance by that competent authority of its function of public oversight of quality assurance under this Chapter as well as for any other lawful purpose. System of quality assurance to be put in place 83.

(1)Each competent authority shall ensure that it has in place a system of quality assurance of— (a) its memb

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