The Statutory Auditors and Third Country Auditors Regulations 2016

PART 1 U.K. Introduction

Citation, commencement and application U.K.

1.—(1) These Regulations may be cited as the Statutory Auditors and Third Country Auditors Regulations 2016 and come into force—

(a) on 17th June 2016, if the Regulations are made on or before 16th June 2016;

(b) on the day after the day on which the Regulations are made, if they are made on or after 17th June 2016.

(2) The following provisions of Schedule 3 to these Regulations apply in relation to financial years beginning on or after 17th June 2016—

(a) Part 3;

(b) paragraphs 43 to 49;

(c) in paragraph 51—

(i) sub-paragraph (2)(a), in so far as it relates to the insertion of the definition of “audit working papers and investigation reports”;

(ii) sub-paragraphs (2)(c) and (e);

(d) in paragraph 52—

(i) sub-paragraph (2), in so far as it relates to the insertion of the entry relating to “audit working papers and investigations reports”;

(ii) sub-paragraph (3);

(e) paragraphs 68 to 69;

(f) paragraph 73(3).

(3) Paragraph 72 of Schedule 3, in so far as it relates to paragraphs 21 to 22B of Schedule 10 to the Act, does not apply in relation to financial years beginning before 17th June 2016.

(4) In regulation 18—

(a) paragraph (2)(a) applies in relation to financial years beginning on or after 1st January 2016; and

(b) paragraph (3) applies in relation to financial years beginning on or after the day on which these Regulations come into force.

(5) Standards set by the competent authority in accordance with Schedule 1 to these Regulations apply in relation to financial years beginning on or after 17th June 2016.

(6) Schedule 4 to these Regulations applies in relation to financial years beginning on or after 17th June 2016.

(7) Regulations 5 to 8 do not apply to decisions made by the competent authority following an investigation which commences before the day on which these Regulations come into force or occurs as a result of a complaint or referral made before that day.

(8) The amendments made by paragraphs 67 and 72 (in so far as it relates to paragraph 24 of Schedule 10) of Schedule 3 to these Regulations do not apply to investigations under arrangements mentioned in those paragraphs which occur as a result of a complaint or referral made before the day on which these Regulations come into force.

(9) The amendments made by paragraph 65 (in so far as it relates to paragraph 13 of Schedule 10) and by paragraph 72 (in so far as it relates to paragraphs 23 and 23A of that Schedule) of Schedule 3 do not apply to enforcement action which is taken following an inspection under arrangements mentioned in those paragraphs and which begins before the day on which these Regulations come into force.

(10) The amendment made by paragraph 3 of Schedule 3 to these Regulations does not apply where paragraph 23 of Schedule 10 to the Act continues to apply by virtue of paragraph (9) of this regulation.

(11) The amendment made by paragraph 1(2)(a) of Schedule 5 to these Regulations does not apply where paragraph 23 and 23A of Schedule 10 to the Act continue to apply by virtue of paragraph (9) of this regulation.

(12) The amendments made by these Regulations to Part 16 of the Companies Act 2006 do not have effect in relation to the application of any provision of that Part to limited liability partnerships by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M1 .

Marginal Citations

M1 S.I. 2008/1911. Relevant amending instruments are S.I. 2009/1804 and S.I. 2016/575.

Interpretation U.K.

2.  In these Regulations—

“the Act” means the Companies Act 2006 M2 ;

“appropriate qualification”, “audited person”, [F1 “equivalent third country”,] F2 ... F2 ... “firm”, “group”, “parent undertaking”, [F3 “regulated market”,] “statutory audit”, “statutory auditor”, “statutory audit work”, [F4 “third country”, “third country auditor”, “transferable securities”, “transitional third country” and “UK regulated market”] 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 M3 ;

“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 M4 ;

“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 M5 and 503 to 506 of the Act,

(b)

sections 495, [F5 496,] 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 M6 (“qualifying partnership” has the meaning given by regulation 3 of those Regulations),

(d)

sections 495 to 498A [F6 and 503 to 506] of the Act as applied to an unregistered company by the Unregistered Companies Regulations 2009 M7 (“unregistered company” has the meaning given by regulation 2 of those Regulations),

(e)

F7 ...

(f)

sections 495 [F8 , 496] 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 M8 (“insurance undertaking” has the meaning given by regulation 2 of those Regulations),

(g)

sections 78 to 79 of the Building Societies Act 1986 M9 ,

(h)

sections 73 to 74C of the Friendly Societies Act 1992 M10 , in relation to the audit of a friendly society [F9 which is subject to special requirements under that Act (see section 78A(3) 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 M11 ,

(j)

Articles 10 and 11 of the Audit Regulation;

“competent authority” means the Financial Reporting Council Limited M12 ;

“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;

[F10 “international auditing standards” means International Standards on Auditing, International Standard on Quality Control and other related Standards issued from time to time by the International Federation of Accountants through the International Auditing and Assurance Standards Board, in so far as they are relevant to the statutory audit;]

“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 M13 ;

“public interest entity” means—

(a)

an issuer whose transferable securities are admitted to trading on a [F11 UK 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 M14 , [F12 which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation ] M15 , or

(c)

[F13 a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State;] ;

“issuer” F14 ... [F15 has] the same meaning as in Part 6 of the Financial Services and Markets Act 2000 M16 ;

“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;

[F16 “third country competent authority” means a body established in a third country exercising functions related to the regulation or oversight of auditors;

“UK-adopted international standards” means the international auditing standards adopted by the competent authority in accordance with regulation 4(3)(za). ]

F17 ...

Textual Amendments

F1 Words in reg. 2 inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(a)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F2 Words in reg. 2 omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(a)(i); 2020 c. 1, Sch. 5 para. 1(1)

F3 Words in reg. 2 inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(a)(iii); 2020 c. 1, Sch. 5 para. 1(1)

F4 Words in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(a)(iv); 2020 c. 1, Sch. 5 para. 1(1)

F5 Word in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(a) (with reg. 2(6)(7))

F6 Words in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(b) (with reg. 2(6)(7))

F7 Words in reg. 2 repealed (with effect in accordance with reg. 19(2) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 4 (with reg. 2(6)(7))

F8 Word in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(c) (with reg. 2(6)(7))

F9 Words in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(b); 2020 c. 1, Sch. 5 para. 1(1)

F10 Words in reg. 2 inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(c); 2020 c. 1, Sch. 5 para. 1(1)

F11 Words in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(d)(i) (with Sch. 4 paras. 1, 3); 2020 c. 1, Sch. 5 para. 1(1)

F12 Words in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(d)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F13 Words in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(d)(iii) (as amended by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 15(c)); 2020 c. 1, Sch. 5 para. 1(1)

F14 Words in reg. 2 omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(e)(i); 2020 c. 1, Sch. 5 para. 1(1)

F15 Word in reg. 2 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(e)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F16 Words in reg. 2 inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(g); 2020 c. 1, Sch. 5 para. 1(1)

F17 Words in reg. 2 omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 66(f); 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M2 2006 c. 46.

M3 OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

M4 OJ L 158/77 27.05.14.

M5 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.

M6 S.I. 2008/569.

M7 S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

M8 S.I. 2008/565, amended by S.I. 2013/472 and S.I. 2014/1815.

M9 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.

M10 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.

M11 S.I. 2008/1950, amended by S.I. 2013/472.

M12 A company registered in England and Wales with number 02486368.

M13 1998 c. 29.

M14 OJ No. L 176 27.06.13, p. 1.

M15 OJ No. L 176 27.06.13., p.338.

M16 2000 c. 8. See sections 102A(6) and 103(1).