Companies Act 2006

[F1 [F2 1253E Working arrangements for transfer of papers U.K.

(1) The Secretary of State may enter into arrangements with a third country competent authority relating to the transfer of [F3 audit working papers and investigation reports]—

(a) from the third country competent authority or a third country auditor regulated by that authority to the Secretary of State, and

(b) from the Secretary of State or a statutory auditor to the third country competent authority.

(2) The arrangements must provide that a request by the Secretary of State or the third country competent authority for a transfer mentioned in subsection (1) must be accompanied by a statement explaining the reasons for the request.

(3) The arrangements must—

(a) provide that the Secretary of State may not use [F3 audit working papers and investigation reports] obtained from the third country competent authority or a third country auditor regulated by that authority except in connection with one or more of the functions mentioned in subsection (4), and

(b) include comparable provision in relation to [F3 audit working papers and investigation reports] obtained by the third country competent authority from the Secretary of State or a statutory auditor.

(4) Those functions are—

(a) quality assurance functions which meet requirements equivalent to those of Article 29 of the Audit Directive (quality assurance);

(b) investigation or disciplinary functions which meet requirements equivalent to those of Article 30 of the Audit Directive (investigations and penalties);

(c) public oversight functions which meet requirements equivalent to those of Article 32 of the Audit Directive (principles of public oversight).

(5) The arrangements must—

(a) provide that the Secretary of State, a person exercising the functions of the Secretary of State and persons employed or formerly employed in discharging those functions must be subject to obligations of confidentiality as to personal data, professional secrets and sensitive commercial information contained in [F3 audit working papers and investigation reports] transferred to the Secretary of State, F4 ...

(b) provide that the third country competent authority and persons involved in exercising its functions are subject to comparable obligations in relation to [F3 audit working papers and investigation reports] transferred to the authority [F5 and

(c) ensure that the protection of the commercial interests of any audited person, including its industrial and intellectual property, is not undermined.]

(6) The arrangements must—

(a) provide that the Secretary of State may refuse, or direct a statutory auditor to refuse, a request from the third country competent authority for a transfer of [F3 audit working papers and investigation reports] in a case mentioned in subsection (7)(a) or (b), and

(b) provide that the third country competent authority has comparable rights in relation to a request from the Secretary of State.

(7)  Those cases are—

(a) where the transfer of the papers would adversely affect the sovereignty, security or public order of the European Union or of the United Kingdom;

(b) where legal proceedings have been brought in the United Kingdom (whether continuing or not) in relation to the persons and matters to which the request relates.

[F6 (7A) The arrangements must—

(a) provide that the Secretary of State may only disclose confidential information received from the third country competent authority—

(i) with the agreement of that authority or for purposes for which that authority has given its agreement,

(ii) where disclosure is required by law, or

(iii) where disclosure is necessary in connection with legal proceedings, and

(b) provide that the third country competent authority may only disclose confidential information received from the Secretary of State—

(i) with the Secretary of State’s agreement or for purposes for which the Secretary of State has given agreement,

(ii) where disclosure is required by law, or

(iii) where disclosure is necessary in connection with legal proceedings.]

(8)  Arrangements with an approved third country competent authority listed in section 1253D(2)(a), (f) or (g) must—

(a) provide that any contact between a statutory auditor and the authority relating to a relevant transfer of [F3 audit working papers and investigation reports] to the authority must take place via the Secretary of State, and

(b) include comparable provision in relation to transfers of [F3 audit working papers and investigation reports] to the Secretary of State.

(9) “ Relevant transfer ” means any transfer other than a transfer by a statutory auditor under section 1253DC. ]]

Textual Amendments

F1 Ss. 1253D-1253F and cross-heading inserted (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 15(1) (with reg. 15(2) (as amended by S.I. 2008/499), reg. 2(4)))

F2 S. 1253E substituted (15.11.2010) by The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010 (S.I. 2010/2537), regs. 1(2), 3

F3 Words in s. 1253E substituted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 49(2) (with reg. 1(2)(b))

F4 Word in s. 1253E(5)(a) omitted (17.6.2016) by virtue of The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 49(3)(a) (with reg. 1(2)(b))

F5 S. 1253E(5)(c) and word inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 49(3)(b) (with reg. 1(2)(b))

F6 S. 1253E(7A) inserted (17.6.2016) by The Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), reg. 1(1)(a), Sch. 3 para. 49(4) (with reg. 1(2)(b))