Part 42Statutory Auditors

Chapter 6Supplementary and general

Interpretation

1260Meaning of “associate”

(1)

In this Part “associate”, in relation to a person, is to be construed as follows.

(2)

In relation to an individual, “associate” means—

(a)

that individual's spouse, civil partner or minor child or step-child,

(b)

any body corporate of which that individual is a director, and

(c)

any employee or partner of that individual.

(3)

In relation to a body corporate, “associate” means—

(a)

any body corporate of which that body is a director,

(b)

any body corporate in the same group as that body, and

(c)

any employee or partner of that body or of any body corporate in the same group.

(4)

In relation to a partnership constituted under the law of Scotland, or any other country or territory in which a partnership is a legal person, “associate” means—

(a)

any body corporate of which that partnership is a director,

(b)

any employee of or partner in that partnership, and

(c)

any person who is an associate of a partner in that partnership.

(5)

In relation to a partnership constituted under the law of England and Wales or Northern Ireland, or the law of any other country or territory in which a partnership is not a legal person, “associate” means any person who is an associate of any of the partners.

(6)

In subsections (2)(b), (3)(a) and (4)(a), in the case of a body corporate which is a limited liability partnership, “director” is to be read as “member”.

1261Minor definitions

(1)

In this Part, unless a contrary intention appears—

“address” means—

(a)

in relation to an individual, his usual residential or business address;

(b)

in relation to a firm, its registered or principal office in the United Kingdom;

F1 “ the 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 F2...;

F3 “the Audit Regulation ” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities;

F4...

F3“audit working papers and investigation reports” means—

(a)

any documents which are or have been held by a statutory auditor, an EEA auditor or a third country auditor and which are related to the conduct of an audit conducted by that auditor;

(b)

any report of an inspection of the conduct of an audit by a statutory auditor, an EEA auditor or a third country auditor, or

(c)

any report of an investigation into the conduct of a statutory auditor, an EEA auditor or a third country auditor,

“company” means any company or other body the accounts of which must be audited in accordance with Part 16;

F3“the competent authority” means the Financial Reporting Council Limited

“director”, in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act;

F5 “ EEA auditor ” means an individual or firm approved in accordance with the Audit Directive by an EEA competent authority to carry out audits of annual accounts or consolidated accounts required by European Union law;

F6 “ EEA competent authority ” means a competent authority within the meaning of Article 2.10 of the Audit Directive of an EEA State other than the United Kingdom;

“firm” means any entity, whether or not a legal person, which is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

“group”, in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company;

“holding company” and “subsidiary” are to be read in accordance with section 1159 and Schedule 6;

“officer”, in relation to a body corporate, includes a director, a manager, a secretary or, where the affairs of the body are managed by its members, a member;

“parent undertaking” and “subsidiary undertaking” are to be read in accordance with section 1162 and Schedule 7.

F7 “ third country ” means a country or territory that is not an EEA State or part of an EEA State;

F8 “ third country auditor ” means a person, other than F9an EEA auditor or a person eligible for appointment as a statutory auditor, who is eligible to conduct audits of the accounts of bodies corporate incorporated or formed under the law of a third country in accordance with the law of that country;

F10 “ third country competent authority ” means a body established in a third country exercising functions related to the regulation or oversight of auditors;

F11 “ transfer ”, in relation to audit working papers F12and investigation reports, includes physical and electronic transfer and allowing access to such papers;

(2)

For the purposes of this Part a body is to be regarded as “established in the United Kingdom” if and only if—

(a)

it is incorporated or formed under the law of the United Kingdom or a part of the United Kingdom, or

(b)

its central management and control are exercised in the United Kingdom;

and any reference to a qualification “obtained in the United Kingdom” is to a qualification obtained from such a body.

F13(2A)

For the purposes of this Part, Gibraltar shall be treated as if it were an EEA State.

(3)

The Secretary of State may by regulations make such modifications of this Part as appear to him to be necessary or appropriate for the purposes of its application in relation to any firm, or description of firm, which is not a body corporate or a partnership.

(4)

Regulations under subsection (3) are subject to negative resolution procedure.

1262Index of defined expressions

The following Table shows provisions defining or otherwise explaining expressions used in this Part (other than provisions defining or explaining an expression used only in the same section)—

Expression

Provision

address

section 1261(1)

appropriate qualification

section 1219

F14approved third country competent authority

Section 1253D(2);

associate

section 1260

F15Audit Directive

section 1261(1)

F16Audit Regulation

section 1261(1)

F17. . .

F17. . .

F16audit working papers and investigation reports

section 1261(1)

audited person

section 1210(2)

Auditor General

section 1226(1)

company

section 1261(1)

F16competent authority

section 1261(1)

delegation order

section 1252(1)

director (of a body corporate)

section 1261(1)

enactment

section 1293

established in the United Kingdom

section 1261(2)

F18EEA auditor

section 1261(1)

F19EEA competent authority

section 1261(1)

firm

section 1261(1)

group (in relation to a body corporate)

section 1261(1)

holding company

section 1261(1)

main purposes of this Part

section 1209

member (of a supervisory body)

section 1217(2)

obtained in the United Kingdom

section 1261(2)

officer

section 1261(1)

parent undertaking

section 1261(1)

qualifying body

section 1220(1)

recognised, in relation to a professional qualification

section 1220(3) and Schedule 11

recognised, in relation to a qualifying body

paragraph 1(2) of Schedule 11

recognised, in relation to a supervisory body

section 1217(4) and Schedule 10

registered third country auditor

section 1241(1)

rules of a qualifying body

section 1220(2)

rules of a supervisory body

section 1217(3)

statutory auditor, statutory audit and statutory audit work

section 1210(1)

subsidiary

section 1261(1)

supervisory body

section 1217(1)

subsidiary undertaking

section 1261(1)

F20third country

section 1261(1)

third country auditor, F21. . .

Section 1261(1).

F22third country competent authority

section 1261(1)

F23transfer (in relation to audit working papers)

section 1261(1)

F24UK-traded non-EEA company

section 1261(2)