The Statutory Auditors and Third Country Auditors Regulations 2016

Interpretation

2.  In these Regulations—

“the Act” means the Companies Act 2006(1);

“appropriate qualification”, “audited person”, “EEA auditor”, “EEA competent authority”, “firm”, “group”, “parent undertaking”, “statutory audit”, “statutory auditor”, “statutory audit work”, “third country” and “third country auditor” have the same meaning as in Part 42 of the Act;

“Audit Directive” means Directive 2006/43/EC of the European Parliament and of the Council 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(2);

“Audit Regulation” means Regulation (EU) 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC(3);

“audit report” means the report required in accordance with the audit reporting requirements;

“audit reporting requirements” means the requirements of—

(a)

sections 495 to 498A(4) and 503 to 506 of the Act,

(b)

sections 495, 498 and 503 to 506 of the Act as applied to an LLP by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (and “LLP” has the meaning given by regulation 3 of those Regulations),

(c)

sections 495, 496 and 498 of the Act as applied to the auditor of a qualifying partnership, and sections 503 to 506 of that Act as applied in relation to the auditors’ report for a qualifying partnership, by the Partnerships (Accounts) Regulations 2008(5) (“qualifying partnership” has the meaning given by regulation 3 of those Regulations),

(d)

sections 495 to 498A of the Act as applied to an unregistered company by the Unregistered Companies Regulations 2009(6) (“unregistered company” has the meaning given by regulation 2 of those Regulations),

(e)

sections 495 and 498 of the Act as applied to an auditor of a qualifying bank, and sections 503 to 506 of that Act as applied in relation to the auditor’s report for a qualifying bank, by the Bank Accounts Directive (Miscellaneous Banks) Regulations 2008(7) (“qualifying bank” has the meaning given by regulation 3 of those Regulations),

(f)

sections 495 and 498 of the Act as applied to an auditor of an insurance undertaking and sections 503 to 506 of the Act as applied in relation to the auditor’s report for an insurance undertaking, by the Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008(8) (“insurance undertaking” has the meaning given by regulation 2 of those Regulations),

(g)

sections 78 to 79 of the Building Societies Act 1986(9),

(h)

sections 73 to 74C of the Friendly Societies Act 1992(10), in relation to the audit of a friendly society to which the Audit Directive applies (“friendly society to which the Audit Directive applies” has the meaning given by section 78A(3)(11) of that Act),

(i)

regulations 3, 10 to 14 and 22 to 26 of the Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008(12),

(j)

Articles 10 and 11 of the Audit Regulation;

“competent authority” means the Financial Reporting Council Limited(13);

“financial year” has the same meaning as in section 390 of the Act;

“group auditor” means the statutory auditor appointed to audit the consolidated accounts of a group and “group audit” shall be construed accordingly;

“network” means an association of persons other than a firm co-operating in audit work by way of—

(a)

profit-sharing,

(b)

cost-sharing,

(c)

common ownership, control or management,

(d)

common quality control policies and procedures,

(e)

common business strategy, or

(f)

use of a common name;

“personal data” has the same meaning as in section 1(1) of the Data Protection Act 1998(14);

“public interest entity” means—

(a)

an issuer whose transferable securities are admitted to trading on a regulated market,

(b)

a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council(15), other than one listed in Article 2 of Directive 2013/36/EU of the European Parliament and of the Council on access to the activity of credit institutions and investment firms(16), or

(c)

an insurance undertaking within the meaning given by Article 2(1) of Council Directive 1991/674/EEC of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings(17);

“issuer” and “regulated market” have the same meaning as in Part 6 of the Financial Services and Markets Act 2000(18);

“recognised supervisory body” means a supervisory body, within the meaning in section 1217(1) of the Act, recognised in accordance with Schedule 10 of that Act (and “member”, in relation to a recognised supervisory body, has the meaning given by section 1217(2) of that Act);

“sanction” means any measure taken by the competent authority under regulation 5;

“transferable securities” means anything which is a transferrable security for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments(19).

(1)

2006 c. 46.

(2)

OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

(3)

OJ L 158/77 27.05.14.

(4)

Section 495 was amended by S.I. 2013/3008. Section 496 was substituted by S.I. 2015/980. Section 497A was inserted by S.I. 2009/1581 and substituted by S.I. 2015/980; there are other amendments but none is relevant. Section 498 was amended by S.I. 2008/393 and 2013/1970. Section 498A was inserted by S.I. 2009/1581.

(5)

S.I. 2008/569.

(6)

S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

(7)

S.I. 2008/567, amended by S.I. 2013/472.

(8)

S.I. 2008/565, amended by S.I. 2013/472 and S.I. 2014/1815.

(9)

1986 c. 53. Section 78 was amended by paragraph 7 of Schedule 9 to the Financial Services (Banking Reform) Act 2013 (c. 33), and S.I. 1995/3233, 2004/3380 and 2008/1519. Section 78A was inserted by S.I. 2004/3380, and sections 78A to 78D were substituted for section 78 by S.I. 2008/1519. Sections 78C and 78D were amended by S.I. 2013/496. Section 79 was amended by paragraph 34 of Schedule 7 and Schedule 9 to the Building Society Act 1997 (c. 32), S.I. 2001/2617 and 2008/1519.

(10)

1992 c. 40. Section 73 was amended by S.I. 2001/2617, 2005/2211 and 2008/1140. Sections 74 to 74C were substituted for section 74 as originally enacted by S.I. 2008/1140. Sections 74B and 74C were amended by S.I. 2013/496.

(11)

Section 78A was inserted by S.I. 2005/2211 and amended by S.I. 2008/948 and 2008/1140.

(12)

S.I. 2008/1950, amended by S.I. 2013/472.

(13)

A company registered in England and Wales with number 02486368.

(14)

1998 c. 29.

(15)

OJ No. L 176 27.06.13, p. 1.

(16)

OJ No. L 176 27.06.13., p.338.

(17)

OJ No. L 374 31.12.91, p .7.

(18)

2000 c. 8. See sections 102A(6) and 103(1).

(19)

OJ No. L 145 30.04.04, p. 1.