The S1548 of the Companies Act 2014 (the ‘Act’) and Regulation (EU) No 537/2014 set the maximum tenure of a statutory auditor or audit firm as auditor of a public-interest entity. Neither the initial engagement of a particular statutory auditor or audit firm, nor this in combination with any renewed engagements therewith shall exceed a maximum duration of 10 years. However, S1548(1) of the Companies Act 2014 permits a public-interest entity (‘PIE’), under exceptional circumstances, to request an extension to reappoint a statutory audit firm for a period of up to 2 years.
Form and manner
The act states that a request shall be made in such form and manner as IAASA specifies. Given that the circumstances which may give rise to such extensions will vary by PIE it is difficult to be prescriptive and each application will be assessed on a case-by-case basis.
PIEs making a request for an extension should submit to IAASA (AIU@iaasa.ie) a letter from the Chair of the Audit Committee containing the following information:
- Confirm which category of the PIE falls into (i.e. listed on a regulated market, a credit institution or an insurance undertaking);
- Confirm the name of the statutory auditor or audit firm the PIE wishes to re-appoint;
- Confirm the original date of appointment of said statutory auditor or audit firm;
- Set out the exceptional circumstances relevant to the request for extension; and
- Confirm how long the PIE requests the extension for (maximum permitted request being two years) and the reason(s) for that period.
Any commercially sensitive information should be clearly indicated.
The letter from the Chair of the Audit Committee should be accompanied by a letter from the existing statutory auditor or audit firm confirming that:
- the applicant is a PIE within the meaning of S1461 of the Companies Act 2014; and
- the exceptional circumstances as set out in the letter from the Chair of the Audit Committee exist as at the time of the making of the application.
S1548 of the Companies Act sets out examples of what may be considered to be “exceptional circumstances”, including mergers, acquisitions and special investigations. This list is not exhaustive; PIEs should submit any circumstances which they deem to be exceptional. Additionally, not all mergers, acquisitions and special investigations will be deemed to be exceptional.
In extension requests, PIEs should set out clearly how the particular circumstances will impact on audit quality should the extension request not be approved.
The decision as to whether or not an extension will be granted rests with the Board of IAASA and no indicative views will be provided by IAASA prior to their consideration.
Applications will be considered at the earliest possible Board meeting, after receipt of a fully complete extension request (Board meetings are normally scheduled bi monthly). PIEs should note that this may result in applications taking up to 10 weeks to be considered. If there is a particular urgency with an extension request, please contact the Head of IAASA’s Audit Inspection Unit to discuss.
In accordance with S1548 of the Companies Act:
- where IAASA , it grants an extension, it will publish its decision on its website, in the format set out below: and
- where it does not grant an extension, it shall provide the reasons for not doing so to the PIE.
|Table: Regulation rotation of statutory auditor and audit firms in case of Public Interest Entities – Extension|
|Public Interest Entity||Statutory Auditor||Length of approved extension|
|Irish Life Assurance plc||Deloitte||2 years|
|XL Re Europe SE||PwC||2 years|
|Bank of Ireland Mortgage Bank||PwC||1 year|
|MetLife Europe d.a.c.||Deloitte||2 years|
|Wells Fargo Bank International||KPMG||2 years|
|Old Mutual International Ireland d.a.c.||KPMG||2 years|
|Greencore Group plc||KPMG||1 year|
|Canada Life International Re dac||Deloitte||2 years|
|Canada Life Assurance Europe plc||Deloitte||2 years|
|Crown Asia-Pacific Private Equity plc||PwC||2 years|
|Bank of America Merrill Lynch International DAC||PwC||2 years|
|Orkla Insurance Company DAC||EY||2 years|
|Nash Point CLO||PwC||2 years|
|Camber 4 PLC||EY||2 years|
|Eaton Vance CDO X PLC||Deloitte||2 years|
|ICE 1: EM CLO Limited||Deloitte||2 years|
|FCA Capital Re dac||EY||2 years|
|J.P. Morgan Bank (Ireland) Plc||PwC||2 years|
|Aviva Life||PwC||2 years|