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Frequently Asked Questions

Information can be found under the links below Q&A – Implementation of the New Statutory Audit Framework (including PIE information)

31st May 2016

1st February 2016

3rd September 2014

16th June 2014

Captives (as defined in Section 3, Art. 13 (2) of DIRECTIVE 2009/138/EC) fall under the definition of ‘insurance undertaking’, as detailed in Recital 10 of same directive, which brings them under the PIE definition.

If you are auditing a component that is not itself a legal entity, it is unlikely to be a PIE.

Article 2 of Directive 2013/36/EU where the definition of ‘credit institution’ (in respect of the current PIEs definition) originates from, specifically removes Irish credit unions as an entity type bound by the same Directive. This in turn is interpreted as exempting Irish Credit Unions from the PIEs (as defined in Directive 2014/56/EC) classification of b) ‘Credit Institution’.

Similar to other fund vehicles, if the ICAV is listed on a regulated market e.g. the main securities market of the Irish stock exchange fall under the PIE definition.

Under the rules of the Transparency Directive (Directive 2013/50/EU, Art. 1 Par. 6 amending Directive 2004/104/EC) if an issuer whose securities are admitted to trading on a regulated market only issues exclusively listed debt in denominations of at least €100,000 (€50,000 if debt is listed before 31 December 2010) it is exempt from the Transparency Directive reporting requirements. Under Directive 2014/56/EC, the definition of PIEs does not allow for any exemption for entities with exclusively listed debt in denominations of at least €100,000 (or denominations of at least €50,000 if the debt is listed before 31 December 2010).

GEM is not included in the regulated market listing as compiled by the European Securities and Markets Authority (ESMA). Any entity with debt solely listed on GEM does not fall under the PIE definition (unless it is captured in one of the other PIE definitions e.g. a credit institution).

Yes, irrespective of whether the securities are actively traded or not, the entity meets the definition of a PIE by having transferable securities which are admitted to trading on an EU regulated market (as well as governed by the law of a member state).

Any entity

• whose transferable securities are admitted to trading on a regulated market of any Member State, whose audit (either group or component audit) is carried out in Ireland; and

• who is governed by the law of a member state;

is defined as a PIE. However if the transferable securities are only listed on a regulated exchange outside of the EEA it does not fall under the PIE definition. Also important is where the is entity is incorporated. If the entity is incorporated outside of the EEA it is unlikely to fit the criteria of ‘entities governed by the law of a Member State’ and therefore falls out of scope of PIEs.

It depends, any client (e.g. a subsidiary) who meets the definition of public interest entity and whose audit is carried out in Ireland is a PIE. If the client group contains a PIE incorporated within the EEA, your client (the subsidiary) may fall within the definition of PIE. It is your responsibility to confirm that if this is the case or not.

Branches of PIEs do not normally fall under the definition of PIEs in themselves, as they do not have a legal personality, see EU Commission FAQs.

Public interest entities are defined per EU Directive 2014/56/EC The definition states that public interest entities mean:

entities governed by the law of a Member State whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC;

credit institutions as defined in point 1 of Article 3(1) of Directive 2013/36/EU of the European Parliament and of the Council, other than those referred to in Article 2 of that Directive; or Insurance undertakings within the meaning of Article 2(1) of Directive 91/674/EEC;

IAASA may raise a finding where a Firm policy has been breached, even if the requirements of standards and legislation have not been breached. As set out in Article 26 of EU Regulation 537, an inspection assesses both the design of the internal control system and testing compliance with that control system. In instances where the Firm policy has been breached and the matter remains compliant with standards/legislation, this will be noted in the report and will be considered in the rating process.

Findings contained in the inspection reports may relate to a number of ISAs or other requirements, all of which would not be disclosed in the report. Reports will however note whether a particular requirement comes from auditing standards, legislation or firm’s own policies and procedures and this information will be considered in the rating process.

Where a requirement is listed in more than one source, IAASA will reference the source highest on the following hierarchy:-

1. Legislation

2. Auditing standards

3. Firm policy

For firmwide findings, where findings are identified on issues that have already been raised by IAASA in the preceding 12 months, no action will be taken. This is because the relevant areas would be assessed again in either a follow up visit or as part of a full inspection after the 12 month implementation period. If, following the 12 month implementation period, repeat findings are identified, the severity indicator assigned to the finding would be elevated and a more robust recommendation would be required. This response is not generally applicable to individual audit inspection findings except in the rare circumstance where the same audit is selected for a second inspection within 12 months.

Yes, firmwide reports are shared with the CAI Professional Standards team, or other relevant RAB. The purpose of sharing the reports is to allow the Professional Standards team to understand any firmwide issues arising which may impact on their selections and/or procedures in relation to QA of non-PIE audits. The information is shared on condition that the Quality Assurance Committee and other non CAI employees, which includes practitioners, do not have access to the reports or extracts thereof. The Committee may be informed that the report has been shared and that it has impacted on the Professional Standards inspection approach. For any future entrants to the PIE market who may be members of other RABs, the structures of those RABs will be reviewed and similar safeguards considered. The reports are also used by CAI staff in performing their legislative functions of approval and registration of auditors and audit firms.

The 12 month recommendation implementation period is set out in Regulation (EU) 537/2014. All other timelines are set by IAASA to improve the efficiency of the inspection process. Section 1523 of the Companies Act 2014 gives IAASA the power to require a relevant person to provide specified documents within a specified period. Furthermore, section 906 of the Companies Act 2014 gives IAASA the power to adopt rules concerning any matter that relates to its functions and to do anything to facilitate the performance of its functions.

A competent authority from outside the state would not normally contact individual audit firms in relation to audit inspections. If you are contacted by a competent authority (supervisory body) from outside of the state please contact the Audit Quality Unit.

A. Section 1523 of the Companies Act 2014 states that: ‘Where it considers it reasonably necessary to do so for the purposes of performing a particular function under the relevant provisions, the Supervisory Authority may request information and inspect and make copies of all relevant documents in the possession or control of a recognised accountancy body or a relevant person; for that purpose, it may, by notice in writing served on the recognised accountancy body or relevant person, require the recognised accountancy body or relevant person either (as shall be specified) to—

 

(a) furnish to it specified documents or information,

or (b) permit it to have access, under specified circumstances, to all relevant documents in the possession or control of the recognised accountancy body or relevant person, within a specified period.’

 

Regulation (EU) 537/2014 Article 26.7 requires that: ‘At least the following internal quality control policies and procedures of the statutory auditor or the audit firm shall be reviewed:

• compliance by the statutory auditor or the audit firm with applicable auditing and quality control standards, and ethical and independence requirements, including those set out in Chapter IV of Directive 2006/43/EC and Articles 4 and 5 of this Regulation, as well as relevant laws, regulations and administrative provisions of the Member State concerned;

• the quantity and quality of resources used, including compliance with continuing education requirements as set out in Article 13 of Directive 2006/43/EC;

• compliance with the requirements set out in Article 4 of this Regulation on the audit fees charged.

 

Article 26.7 does not place restrictions on the requirements set out in the Directive, Regulation or applicable auditing, quality control and ethical standards. As such, the quality control procedures set out there and in the auditing and ethical standards extend to all audits, not just PIE audits. In assessing quality control procedures, IAASA includes all policies, procedures, clients and staff in relevant populations for sampling and does not restrict the populations to be only those in connection with PIE audits. This allows for the relevant Recognised Accountancy Body to only inspect non-PIE audits and not to assess internal quality control in respect of non-PIEs which would be a duplication of effort for all parties.

The Companies Act 2014 confers upon IAASA a number of powers to allow it to effectively carry out its functions. Some of the key powers utilised are listed below – please note that this list is not exhaustive.

S 906(1) The Supervisory Authority has the power to do anything that appears to it to be requisite, advantageous or incidental to, or to facilitate, the performance of its functions and that is not inconsistent with any enactment.

S 906(3) The Supervisory Authority may adopt rules and issue guidelines concerning any matter that relates to its functions (including its functions under Regulation (EU) No 537/2014).

S 1494(1) The Supervisory Authority shall put in place a quality assurance system as set out in Article 26 of Regulation (EU) No 537/2014.

S 1494(4) The Supervisory Authority may publish on its website the findings and conclusions of individual inspections undertaken as part of the quality assurance system referred to in subsection (1).

S 1523(1) Where it considers it reasonably necessary to do so for the purposes of performing a particular function under the relevant provisions, the Supervisory Authority may request information and inspect and make copies of all relevant documents in the possession or control of a recognised accountancy body or a relevant person; for that purpose, it may, by notice in writing served on the recognised accountancy body or relevant person, require the recognised accountancy body or relevant person either (as shall be specified) to –

(a) furnish to it specified documents or information, or

(b) permit it to have access, under specified circumstances, to all relevant documents in the possession or control of the recognised accountancy body or relevant person, within a specified period.

According to the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010, third country audit entities must notify the Authority of any change in information contained in the public register, relating to him, her, or it within one month from the relevant amendment.  Third-country audit entities will need to update all other information through the Annual Return.

The European Communities (Statutory Audits) (Directive 2006/43/EC) (Amendment) Regulations 2013 (SI 67 of 2013) were signed into law on the 22 February 2013. SI67 of 2013 amended Regulation 118 (1) of the Regulations.

In this regard, pursuant to Regulation 118 of the Regulations the Minister specified the following fees to be charged annually, as being sufficient to cover the Authority’s administration expenses in respect of Paragraph 1(a) and (aa) of that regulation as amended.

For the purpose of Regulation 113(1) of the Regulations and the registration in each year in the public register of a third country auditor and audit entity referred to in that Regulation –

  1. The annual fee for the registration of a statutory auditor or audit firm registered in a public register of a Member State pursuant to Articles 15 to 19 of the Directive, is specified as €500. or
  2. Where the third country auditor or audit firm is not registered in a public register of a Member State pursuant to articles 15 to 19 of the Directive as a statutory auditor or audit firm –

i.   the annual registration assessment fee is specified as €4,000, and

ii.    where, following such assessment, registration is effected, the annual registration fee is specified as €500.

 

The information provided under Items 1.1 to 1.10, 2.1, 3.3, 4.1, 5.1, 6.1 and 7.1 of Form B will be stored in the CRO’s register in electronic form and shall be electronically accessible to the public.

The CRO’s auditor search facility can be accessed here.

Article 45 (5) (b) and (c) of Directive 2006/43/EC refer to the requirement of good repute according to Article 4 of this Directive in relation to members of the administrative or management body of the third-country audit entity as well as the third-country auditors.

 

Registration as a Third Country Audit Entity with IAASA under the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 requires that the registering firms are of good repute. In addition,

  • Members of the administrative or management board of the firm, as indicated on Annex 4 of Form B must be of good repute; and
  • Those individuals indicated on Annex 5 of Form B as designated by the firm as being primarily responsible for carrying out or signing on behalf of the firm an audit report on a relevant audit client that is indicated on Annex 6 of Form B must also be of good repute.

Each Third Country Audit Firm must complete Form B-7 Good Repute – Entity. This form must be completed and signed by a member of the administrative or management board of the firm (i.e. the individual must be a partner, director or a Chief Executive Officer)

All relevant individuals (i.e. members of the Administrative or Management Board of the firm and individuals who are designated by the firm as being primarily responsible for carrying out or signing an audit report on a relevant audit client on behalf of the firm) must complete and sign Form B-8 – Good Repute Form – Individual. 

Information on the external quality assurance review is not a requirement for registration under Article 45 of Directive 2006/43/EC. However, since third-country audit entities registered under Article 45 are subject to inspection by EU audit regulatory authorities, providing this information will help the EU authorities to decide if and when inspection of the third-country audit entity is required.

Where applicants agree to provide such information a full copy of the last quality assurance review report should be provided. For example, an inspection report issued by the competent body in the home country could be submitted. Alternatively applicants can provide a brief description of the outcome of the quality assurance review, including the main shortcomings and the main measures the applicant has undertaken to address the shortcomings and to prevent them from recurring.

The external quality assurance review can be:

  • A peer review under the supervision of a professional body or an independent public oversight body;
  • A review carried out by a professional body;
  • A review carried out by as professional body under the supervision of an independent public oversight body;
  • Or an inspection by an independent public oversight body in any jurisdiction.

The quality assurance review should comprise both an assessment of the firm-wide procedures (including compliance with applicable auditing standards and independence requirements, of the quantity and quality of resources spent, of the audit fees charged and of the internal quality control system of the audit firm) and adequate testing of selected audit files.

Article 45 (5) (d) of Directive 2006/43/EC requires the relevant audits to be carried out in accordance with independence requirements according to Articles 22, 24 and 25 of the Directive or equivalent requirements. The relevant authorities in the Member States may accept independence requirements in accordance to the IFAC Code of Ethics or with the Ethical Standards set by the Financial Reporting Council in the UK.

Article 45 (5) (d) of Directive 2006/43/EC requires the relevant audits to be carried out in accordance with international auditing standards as adopted in the EU in accordance with Article 26 of the Directive or with equivalent standards. To date the EU has not adopted international auditing standards. In the meantime IAASA will accept the use of international standards on auditing (“ISAs”) or the International Standards on Auditing (Ireland). Where these are not used,  we will consider the basis of acceptability of the standards otherwise applied by the third country audit entity Acceptance of those standards is without prejudice to any decision by the EU either on the adoption of the international auditing standards or on the equivalence of third-country auditing standards.

A transparency report should normally contain the information as referred to in Article 40(1) of the Directive 2006/43/EC:

  1. A description of the legal structure and ownership of the third-country audit entity;
  2. Where the third-country audit entity belongs to a network, a description of the network and the legal and structural arrangements in the network;
  3. A description of the governance structure of the third-country audit entity;
  4. A description of the internal quality control system of the third-country audit entity and a statement by the administrative or management body on the effectiveness of its functioning;
  5. An indication of when the last quality assurance review (see FAQ no. 20) took place;
  6. A list of public-interest entities for which the third-country audit entity has carried out audits  during the preceding financial year. In this context a public-interest entity is considered a company listed under Item 9.0 of Form B;
  7. A statement concerning the third-country audit entity’s independence practices which also confirms that an internal review of independence compliance has been conducted;
  8. A statement on the policy followed by the third-country audit entity concerning the continuing education of third-county auditors referred to in Article 13 of Directive 2006/43/EC;
  9. Financial information showing the importance of the third-country audit entity, such as the total turnover divided into fees from the audit of annual and consolidated accounts, and fees charged for other assurance services, tax advisory services and other non-audit services;
  10. Information concerning the basis for the partners’ remuneration.

The transparency report shall be signed by the third-country auditor or third-country audit entity, as the case may be. This can be done, for example, by means of an electronic signature as defined in Article 2(1) of Directive 1999/93/EC.

Third-country auditors are those individuals designated by the applicant for a particular audit engagement listed under Item 9.0 of Form B as being primarily responsible for carrying out (or signing) the audit on behalf of the applicant or in the case of a group audit, at least the auditor(s) designated by the applicant as being primarily responsible for carrying out (or signing) the audit at the level of the group.

An entity should apply as a ‘third-country audit entity’ with a member state of the EU/EEA when it meets the criteria of FAQ no. 1. However, it is possible that a third-country audit entity may also be registered as an ‘audit firm’ in a member state of the EU/EEA when it wishes to carry out audits of annual accounts or consolidated accounts required by the law of that member state (‘statutory audit according to Article 2 (1) of Directive 2006/43/EC’). Statutory audits may only be carried out by audit firms which are approved by the member state requiring the statutory audit (see Article 3 (1) of Directive 2006/43/EC).

In this context an ‘affiliate’ means any undertaking, regardless of its legal form, which is connected to the third-country audit entity by means of common ownership, control or management, and which provides services to clients according to item 9.0 of Form B.

According to Article 2 (7) of Directive 2006/43/EC a ‘network’ is:

    1. The larger structure which is aimed at cooperation and to which the applicant belongs, and
    2. Which is clearly aimed at profit- or cost-sharing or shares common ownership, control or management, or shares common quality-control policies and procedures, or shares a common business strategy, or shares the use of a common branch-name or shares a significant part of professional resources.

Applications to IAASA for registration under the European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 should be in English.

Members of the EU: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom.

Members of the EEA that are not members of the EU: Iceland, Liechtenstein and Norway.

Yes. All authorities in the Member States are subject to data protection provisions according to the General Data Protection Regulation. However, some information will be publicly available in the Register of Auditors, which is maintained by the Companies Registration Office (‘CRO’). (see FAQ no. 23). The CRO’s Auditor Search Facility can be accessed here.

Yes. According to Article 36 (2) of Directive 2006/43/EC the obligation of professional secrecy shall apply to all persons who are employed or who have been employed by competent authorities. Information covered by professional secrecy may not be disclosed to any other person or authority except by virtue of the laws, regulations or administrative procedures of a Member State. Some information will be stored in the register in electronic form and shall be electronically accessible to the public.

The Directive does not provide for a single registration across the EU/EEA, although Member States are cooperating closely on the implementation of these requirements. Therefore registration is the responsibility of each Member State. Applications must be made to the relevant body in each Member State where registration is required.

In Ireland, applications under the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 which give effect to the Directive 2006/43/EC of the European Parliament and the Council of 17 May 2006, should be submitted to the Irish Auditing and Accounting Supervisory Authority (‘IAASA’)

According to Article 45 (4) of Directive 2006/43/EC audit reports issued by third-country audit entities that are not registered in a Member State will have no legal effect in that Member State which means that the accounts would be considered as “not audited” for EU purposes.

A Member State can only register a third-country audit entity if:

    1. The third-country audit entity provides information for the public register, as required by Article 17 for EU audit firms with appropriate modification;
    2. A majority of the members of the administrative or management body of the third-country audit entity hold an audit qualification equivalent to that required for EU statutory auditors;
    3. Individual third-country auditors responsible for carrying out the audit on behalf of the third country audit entity hold an audit qualification equivalent to that required for EU statutory auditors;
    4. The third-country audit entity undertakes to carry out the relevant audits in accordance with international auditing standards,  or equivalent standards and in accordance with the minimum independence standards required by the Directive for EU audit firms  or equivalent standards;
    5. The third-country audit entity undertakes to publish an annual transparency report which includes information as required under Article 40 for EU audit firms, or meets equivalent disclosure requirements;
    6. The third-country audit entity and the individual third-country auditors are of good repute.

No. Registration does not give approval to carry out statutory audits as required by Community law (see Article 2 (1) of Directive 2006/43/EC). Nor does it recognise the qualifications of third-country auditors.

A relevant audit client is a company incorporated outside the EU/EEA whose transferable securities are admitted to trading on a regulated market of any Member State of the EU/EEA within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC. This refers to an issuer as defined in Article 2 (1) (d) of Directive 2004/109/EC, except when:

  1. The company is an issuer exclusively of debt securities admitted to trading from 31 December 2010 on a regulated market in Ireland within the meaning of Article 2(1)(c) of Directive 2004/109/EC, the denomination per unit of which is at least EUR 100, 000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least EUR 100, 000; or in the case of debt securities admitted to trading prior to 31 December 2010, the denomination per unit of which is at least EUR 50,000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least EUR 50,000; or 2. The company is an issuer exclusively of units issued by collective investment undertakings other than closed-end type, or units acquired or deposited of in such collective investment undertakings within the meaning of Article 1 (2) of Directive 2004/109/EC.

The applicant should only include current audit clients.

Form B must be used by a third country audit entity that cannot take advantage of the transitional arrangements in the European Commission’s Decision 2011/30/EU (amended by Decision 2013/288/EU), that is by a third country audit entity whose home country is NOT one of the third countries to which the European Commission has granted a transitional period, or by a third country audit entity that is unable to meet the requirements for registration under the transitional provisions (see Frequently Asked Question – Form A – FAQ No 5).

According to the European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 a third country audit entity is “an entity, regardless of its legal form, which carries out audits of the annual or consolidated accounts of a company incorporated in a third country”.

  • According to Article 18 of Directive 2006/43/EC third-country audit entities have to notify the competent authorities in the Member States in charge of the public register without undue delay of any change of information contained in the public register (see FAQ no. 17).

    In practice, IAASA would expect to be notified, of any amendments to the information, as provided under Articles 2(1) (a) to (e) of the Commission Decision 2011/30/EU, amended by Commission Decision 2013/288/EU, within one month from the relevant amendment.

An annual fee of €2,000 will be charged for each application, received on or after 10 August 2012 for registration under Commission Decision 2011/30/EU, amended by Commission Decision 2013/288/EU, and such fee is payable on submission of the application form.

Applicants should pay the fee by a direct bank transfer (in euro) or by Euro cheque payable to the Irish Auditing and Accounting Supervisory Authority. Please email us at info@iaasa.ie. for further information on the direct bank transfer method.

The information provided under Items 1.1, 1.4 to 1.8 and 1.10 of Form A will be stored in the register in electronic form and shall be electronically accessible to the public.

Applicants should provide information as to the outcome, the main shortcomings, and the main measures the applicant has undertaken to address the shortcomings and to prevent them from recurring. Where possible the applicant should provide a full copy of the last quality assurance review report, e.g. an inspection report issued by the competent body in the home country.

The external quality assurance review can be:

  • A peer review under the supervision of a professional body or an independent public oversight body,
  • A review carried out by a professional body,
  • A review carried out by a professional body under the supervision of an independent public oversight body, or
  • An inspection by an independent public oversight body in any jurisdiction.

The external quality assurance review should comprise both an assessment of the firm-wide procedures (including compliance with applicable auditing standards and independence requirements, of the quantity and quality of resources spent, of the audit fees charged and of the internal quality control system of the audit firm) and adequate testing of selected audit files

A description of the applicant’s internal quality control system should include at least a description of:

    • The policies designed to provide reasonable assurance that the firm and its personnel comply with professional standards and regulatory and legal requirements, and that reports issued by the firm or engagement partners are appropriate in the circumstances, and
    • The procedures necessary to implement and monitor compliance with these policies.

An entity should apply as a ‘third-country auditor/audit entity’ with a member state of the EU/EEA when it meets the criteria of FAQ no. 1. However, it is possible that a third-country auditor/audit entity may also be registered as an ‘audit firm’ in a member state of the EU/EEA when it wishes to carry out audits of annual accounts or consolidated accounts required by the law of that member state (‘statutory audit according to Article 2 (1) of Directive 2006/43/EC’). Statutory audits may only be carried out by audit firms which are approved by the member state requiring the statutory audit (see Article 3 (1) of Directive 2006/43/EC).

According to Article 2(7) of Directive 2006/43/EC a ‘network’ is:

    1. The larger structure which is aimed at cooperation and to which the applicant belongs, and
    2. Which is clearly aimed at profit- or cost-sharing or shares common ownership, control or management, or shares common quality-control policies and procedures, or shares a common business strategy, or shares the use of a common branch-name or shares a significant part of professional resources.

Members of the EU: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom. Members of the EEA that are not members of the EU: Iceland, Liechtenstein and Norway.

Yes. All authorities in the Member States are subject to data protection provisions according to the General Data Protection Regulation. However, some information will be publicly available in the register (see FAQ no. 17).

Yes. According to Article 36(2) of Directive 2006/43/EC the obligation of professional secrecy shall apply to all persons who are employed or who have been employed by competent authorities. In particular, this applies with regard to the outcome of an external quality assurance review in accordance with Article 2(1)(e) of the Commission Decision 2011/30/EU, amended by Commission Decision 2013/288/EU. Information covered by professional secrecy may not be disclosed to any other person or authority except by virtue of the laws, regulations or administrative procedures of a Member State. Some information will be stored in the register in electronic form and shall be electronically accessible to the public (see FAQ no. 18).

IAASA will accept applications for third country auditor registration under the European Union (Third Country Auditors and Audit Entities Equivalence, Transitional Period and Fees) Regulations 2012which give effect to the Commission Decision 2011/30/EU of 19 January 2012 from 10 August 2012.

The Directive does not provide for a single registration across the EU/EEA, although Member States are cooperating closely on the implementation of these requirements. Therefore, registration is the responsibility of each Member State. Applications must be made with the relevant competent authority in each Member State where a registration is required.

In Ireland, applications under the European Union (Third Country Auditors and Audit Entities Equivalence, Transitional Period and Fees) Regulations 2012, which gave effect to the Commission Decision 2011/30/EU should be submitted to the Irish Auditing and Accounting Supervisory Authority (‘IAASA’)

The Commission Decisions states that Member States shall not apply Article 45 in respect of the audit reports of the relevant issuers for financial years starting during the period from 1 August 2012 to 31 July 2015 (Decision 2013/288/EU) where the relevant audit client is incorporated in a specified country and where the third-country auditor or audit entity concerned provides:

  1. The name and address of the auditor or audit entity concerned and information about its legal structure;
  2. Where the auditor or the audit entity belongs to a network, a description of the network;
  3. The auditing standards and independence requirements which have been applied to the audit concerned;
  4. A description of the internal quality control system of the audit entity;
  5. An indication of whether and when the last quality assurance review of the auditor or audit entity was carried out and necessary information about the outcome of the review.

These requirements are reflected in the information required on Form A.

No. Registration does not confer approval/authorisation to carry out statutory audits as required by Community law (see Article 2(1) of Directive 2006/43/EC). Nor does it recognise the qualifications of third-country auditors

  • For the purposes of registration in Ireland, a relevant audit client is a company incorporated outside the EU/EEA whose transferable securities are admitted to trading on a regulated market in Ireland within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC. This refers to an issuer as defined in Article 2(1)(d) of Directive 2004/109/EC, except when:
    1. The company is an issuer exclusively of debt securities admitted to trading on a regulated market in Ireland within the meaning of Article 2(1)(c) of Directive 2004/109/EC, from 31 December 2010, the denomination per unit of which is at least €100,000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least €100,000; or in the case of debt securities admitted to trading prior to 31 December 2010, the denomination per unit of which is at least EUR 50,000 or, in case of debt securities denominated in another currency, equivalent, at the date of issue, to at least EUR 50,000; or
    2. The company is an issuer exclusively of units issued by collective investment undertakings other than closed-end type, or units acquired or deposited of in such collective investment undertakings within the meaning of Article 1 (2) of Directive 2004/109/EC.

    The applicant should only include current Audit clients.

Form A can be  used by a third country auditor or audit entity whose relevant audit clients are incorporated in those countries who were granted a transitional period by the European Commission’s Decision 2011/30/EU of the 19 January 2011, amended by Decision 2013/288/EU. These countries are Bermuda, Cayman Islands, Egypt, Mauritius, New Zealand, Russia and Turkey.

According to the EU Statutory Audit Directive (“Directive 2006/43/EC”) a third country auditor or audit entity is “an entity, regardless of its legal form, which carries out audits of the annual or consolidated accounts of a company incorporated in a third country“.

The EU Statutory Audit Directive (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 sets the minimum regulatory requirements for statutory audits across the European Union/European Economic Area (“EU/EEA”). The interrelation of capital markets underlines the need to ensure that auditors/audit entities from third countries carry out high quality audit work in relation to capital markets within the EU/EEA. Directive 2006/43/EC, therefore, requires that the relevant statutory audit entities and auditors from third countries should be entered on a public register, and subject to a level of regulation equivalent to the minimum required for EU/EEA auditors. In addition the European Commission has made transitional measures to facilitate the introduction of these new requirements.

Registration is required according to Article 45 of Directive 2006/43/EC if a third-country auditor or audit entity provides an audit report concerning the annual or consolidated accounts of a relevant audit client (see FAQ no. 3.). According to Article 2 (4) of Directive 2006/43/EC a ‘third-country audit entity’ means an entity, regardless of its legal form, which carries out audits of the annual or consolidated accounts of a company incorporated in a third-country.

Should the third country auditor or audit entity fail to comply with the registration requirement, the issued auditor’s opinion will not be legally valid in the EU.

The EU Statutory Audit Directive (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 sets minimum regulatory requirements for statutory audits across the European Union/European Economic Area (“EU/EEA”). The interrelation of capital markets underlines the need to ensure that auditors from third countries carry out high quality audit work in relation to the capital market within the EU/EEA. Directive 2006/43/EC therefore requires that the relevant statutory audit entities and auditors from third countries should be entered on a public register, and subject to a level of regulation equivalent to the minimum required for EU/EEA auditors. In addition the European Commission has made transitional measures to facilitate the introduction of these new requirements.

Registration is required according to Article 45 of the Directive 2006/43/EC if a third-country audit entity provides an audit report concerning the annual or consolidated accounts of a relevant audit client (see FAQ no. 3.). According to Article 2 (4) of Directive 2006/43/EC a ‘third-country audit entity’ means an entity, regardless of its legal form, which carries out audits of the annual or consolidated accounts of a company incorporated in a third-country.

No. At present there is no fee charged by IAASA for submission of either auditor or company notifications

The system will confirm that a notification has been submitted as part of the online submission process. Due to the high volume of Notification Forms received, it is not IAASA’s policy to issue any further acknowledgements.

  • Notifications must be submitted electronically by following this link.

No. Notification to IAASA on cessation of office by an auditor is only required in respect of companies registered in the Republic of Ireland. Consequently, where an auditor resigns or is removed as auditor from a group of companies, notification to IAASA is not required in respect of group companies registered outside the Republic of Ireland.

Yes. Where an auditor transfers clients from an unincorporated audit practice to an incorporated audit practice, the auditor must submit a Notification of Auditor Incorporation Form to IAASA. Details of all clients affected shall be submitted through the form. Notifications to IAASA may be submitted in batches as clients are transferred to the incorporated audit practice i.e. it is not necessary to transfer all clients simultaneously.

Yes. Notification to IAASA is not required, by either the auditor or the company, where the cessation of office by an auditor is due to a company:
  • Becoming audit exempt;
  • Being liquidated; or
  • Being struck off the Companies’ Register.

No. Where an auditor has ceased to hold office from a group of companies as defined by Irish Company Law (Section 8(3) of the Companies Act 2014), and the details of the cessation (date, reason etc.) are the same for each company within the group, then a single Auditor Notification Form and a single Company Notification Form in respect of the parent company are required to be submitted to IAASA. These forms must be accompanied by a list of the group companies from which the auditor has ceased to hold office, using the “List of Group Companies” sheet in the Auditor Notification Form or Company Notification Form, as appropriate.

In accordance with section 404 of the Companies Act 2014, within 30 days of the auditor ceasing to hold office, the company shall notify IAASA, using the Company Notification Form.

The Company Notification Form shall be accompanied by:

  • in the case of resignation from office by the auditor, a copy of the notice of resignation served to the company, containing either a statement to the effect that there are no circumstances in connection with the resignation which should be brought to the notice of members or creditors of the company; or a statement of any such circumstances.

 

  • in the case of removal from office of the auditor by the company:
    • a copy of the resolution removing the auditor; and
    • a copy of any representations in writing made to the company by the outgoing auditor, in relation to the intended resolution removing the auditor, except where such representations were not sent to the members of the company in consequence of an application to the court.

In accordance with section 403 of the Companies Act 2014, within 30 days of ceasing to hold office, the outgoing auditor shall notify IAASA, using the Auditor Notification Form.

The Auditor Notification Form shall be accompanied by:

  • in the case of resignation from office by the auditor, a copy of the notice of resignation served to the company, containing either a statement to the effect that there are no circumstances in connection with the resignation which should be brought to the notice of members or creditors of the company; or a statement of any such circumstances.

 

  • in the case of removal of the auditor from office by the company, a copy of any representations in writing made to the company by the outgoing auditor, in relation to the intended resolution removing the auditor, except where such representations were not sent to the members of the company in consequence of an application to the court.

You may withdraw your authorisation by sending a request in writing to info@iaasa.ie

IAASA’s role is in respect of Category 5 liquidators is limited to authorisation of certain individuals who applied to the Authority prior to 1 December 2017. IAASA does not have any ongoing supervisory or investigation role in respect of any liquidators.

The Office of the Director of Corporate Enforcement (ODCE) supervises liquidators in the proper discharge of their duties. Complaints in respect of the performance of liquidators should be directed to the ODCE. Further details on the ODCE’s functions in this regard are available here.

In accordance with the 2014 Act, IAASA has made Regulations setting professional Indemnity cover requirements for liquidators required by Section 634 of the 2014 Act. Statutory Instrument 127 of 2016 Companies Act 2014 (Professional Indemnity Insurance)(Liquidators) Regulations 2016 came into effect on 1 June 2016.

In summary, the professional indemnity insurance shall provide a limit of liability for each and every claim of not less than €1,500,000 and provide cover for defence costs. This insurance shall be at a level which is commensurate with the value and nature of the work undertaken by the insured. There is also a requirement for run-off cover.

It is a matter for individuals currently acting as liquidators to seek their own advice to ensure that they are in compliance with all legal and professional requirements in relation to their acting as liquidator in any particular case.

The closing date for receipt of applications under Category 5 was 1 December 2017 and this category is now closed.

In summary, those who may currently qualify for appointment as a liquidator in Ireland are:

  • a member of a prescribed accountancy body holding a current practising certificate issued by that accountancy body. Contact details for all eight prescribed accountancy bodies are available here .
  • a solicitor holding a current practising certificate issued by the Law Society of Ireland. The law society website link is available here.
  • a person who is a member of a professional body which IAASA may recognise for the purpose of liquidator activities (there is no body recognised for this purpose).
  • a person entitled under the laws of an EEA state to act as a liquidator in insolvency proceedings.
  • a person with practical experience of windings-up and knowledge of relevant law who stands authorised for the time being by IAASA to be so appointed. These are known as Category 5 liquidators. A list of persons approved under category 5 is available here.

IAASA’s Annual Reports provide an outline of the examinations undertaken and the outcome of those examinations.

 

In addition, the Transparency (Directive 2004/109/EC) (Amendment) Regulations 2015 (S.I. 44/2015), which came into operation on 9 February 2015, afforded IAASA discretion in terms of publication of its financial reporting findings. IAASA’s  Policy Paper on Publication of IAASA’s Financial Reporting Enforcement Findings sets out IAASA’s policy as to the circumstances in which decisions will be published, the nature of the information to be published and the process to be followed in making such publication. These published decisions are available on the Publications section of this website.

Having examined an issuer’s financial report, IAASA corresponds with the directors seeking further information and/or clarification. IAASA may meet with issuer representatives.

 

When all information, clarifications and/or explanations necessary has been obtained, IAASA will make an assessment as to whether the periodic financial report is in compliance with the relevant reporting framework have been obtained.

 

The range of outcomes to an examination are:

 

  1. no apparent instances of non-compliance has been detected and the examination is closed;

 

  1. less significant instances of instances of non-compliance are detected and undertakings are sought that such maters will be rectified in future periodic financial statements;

 

  1. significant instances of instances of non-compliance are detected and revised financial statements are prepared and published.

 

In addition, the financial reporting decision may warrant publication in accordance with IAASA’s  Policy Paper on Publication of IAASA’s Financial Reporting Enforcement Findings.

 

Having examined an issuer’s periodic financial report, it may appear that there are issues arising in respect of which further information and/or clarification is required. In such cases, IAASA corresponds with those charged with the issuer’s governance, i.e. the directors. In such correspondence, the matters arising are set out in detail and the issuer’s directors are requested to respond in writing, providing any information, clarification and/or explanations considered necessary.

 

Where directors’ responses do not fully address the issue(s) raised or, as is frequently the case, directors’ responses require further elaboration and/or clarification, IAASA typically enters into further correspondence with the directors. In instances where it is deemed more effective to do so, IAASA holds face-to-face meetings with issuer representatives, until such time as all information, clarifications and/or explanations necessary to enable an assessment to be made as to whether the periodic financial report is in compliance with the relevant reporting framework have been obtained.

 

When all information deemed necessary has been received, IAASA determines whether the particular financial reporting treatment adopted and/or disclosures provided are in compliance with the relevant reporting framework.

 

It is important to note that not all matters raised with issuers’ directors suggest potential non-compliance with the relevant reporting framework.

 

Rather, as considered necessary, IAASA seeks further information and/or clarification from issuers’ directors for the purpose of enabling it to better understand the basis for certain of their financial reporting judgments in preparing periodic financial reports, including their judgments relating to recognition, measurement, classification, presentation and disclosure.

 

On receipt of such further information and/or clarification from issuers’ directors, matters raised by IAASA in initial correspondence may be closed without the need for re-statement, additional disclosure or other actions on the part of the issuer.

 

Based on experiences to date, IAASA has found that those issuers that are most forthcoming with the requisite information, clarifications and explanations are those that bring their contacts with IAASA to a successful conclusion in the most efficient and expeditious manner.

In summary, IAASA’s risk-based approach to the selection of financial reports for examination considers the:

 

  1. risk of material misstatement in issuers’ financial reports; and

 

  1. potential impact of such a misstatement on the users of financial reports.

 

IAASA is committed to the application of ESMA standards and guidelines on enforcement of financial reporting. ESMA standards and guidelines require that selection methodologies must include risk-based methodologies. It is not, for example, permitted under ESMA standards and guidelines to adopt selection methodologies based purely on cycles or random selections.

 

IAASA has adopted a mixed model, whereby selections of issuers’ financial reports for examination is based on risk assessments, supplemented by cyclical and/or random selections (thereby ensuring that issuers that might not be selected as a consequence of a risk-based approach nevertheless stand to be selected for examination).

 

IAASA has determined that there are many risk factors, or combinations thereof, that should be considered in assessing the relative risk of an incidence of material misstatement in an issuer’s financial reports. These include, amongst others:

 

  1. financial structure and business/economic trends;

 

  1. financial position and ratios;

 

  1. industry specific issues;

 

  1. audit qualifications and related issues;

 

  1. corporate governance and control environment issues;

 

  1. incidence of related party transactions;

 

  1. incidence of business combinations and/or disposals;

 

  1. administrative, court and/or regulatory actions; and

 

  1. third party signals (e.g. complaints received by IAASA, media commentary, etc).

 

In assessing the potential impact of a material misstatement on the users of financial reports, the following are among the factors that are considered:

 

  1. share trading activity and volatility in stock price;

 

  1. market capitalisation;

 

  1. number and nature of investors;

 

  1. nature of securities traded; and

 

  1. public profile.

 

Where instances of non-compliance are identified in an issuer’s periodic financial report, the potential for that issuer’s subsequent periodic financial reports to be the subject of examination increases.

 

IAASA has entered into Moemoranda of Understanding (MoUs) with the Central Bank of Ireland and the Office of the Director of Corporate Enforcement (ODCE). From time to time, IAASA receives referrals from these and other parties. The receipt of a referral from another statutory body is treated as a risk factor and is, therefore, incorporated into IAASA’s risk assessment and selection processes.

  • European accounting enforcement activities are co-ordinated through the ESMA-sponsored European Enforcers Co-Ordinations Sessions (EECS).

     

    The European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 (S.I. 116/2005) gives effect to Directive 2003/51/EC of the European Parliament and of the Council of 18 June 2003 (‘the IAS Regulation’).

     

    The IAS Regulation:

     

    1. requires that certain EU entities (i.e. those admitted to trading on a regulated market and having a requirement to prepare consolidated financial statements) prepare their consolidated financial statements in accordance with IFRS as adopted for use in the EU (i.e. IFRS as endorsed by the EU ); and

     

    1. makes reference to Member States’ requirement to take appropriate measures to ensure compliance with IFRS.

     

    To facilitate these requirements, ESMA established the EECS. EECS comprises:

     

    1. Member States’ securities regulators; and

     

    1. where Member States’ securities regulators are not charged with primary responsibility for the enforcement of financial reporting standards, the relevant enforcement body.

     

    In counties such as Ireland, the UK, Germany, Iceland and Denmark, it is the relevant enforcement body, i.e. IAASA in the Irish context, which is the member of EECS. In most other jurisdictions, it is the securities regulator who is the EECS member.

     

    The role of EECS is to facilitate co-operation and co-ordination between European national accounting enforcers with a view to bringing about the consistent enforcement of IFRS across the EU. EECS on-going regular activities include:

     

    1. discussing accounting enforcement decisions taken by EU national accounting enforcers;

     

    1. discussing emerging issues currently under examination by EU national accounting enforcers;

     

    1. contributing to the confidential database of enforcement decisions;

     

    1. publishing, for the benefit of issuers and other interested parties, summaries of enforcement decisions posted to the EECS database;

     

    1. publishing (via ESMA) annual activity reports on the enforcement of IFRS in Europe, the purpose of which is to provide stakeholders with an overview of the monitoring and enforcement of IFRS across the EU;

     

    1. sharing and comparing practical experiences in the field of accounting enforcement such as selection, risk assessment, examination methodology, contacts with issuers and auditors, etc; and

     

    1. holding meetings with representatives of the IFRS Interpretations Committee (IFRS IC) in order to discuss complex issues identified by EECS members either for which there is no specific IFRS guidance or where widely diverging interpretations exist.

     

    EECS meetings aid discussion by European national accounting enforcers to:

     

    1. share the reasoning underpinning their enforcement decisions with their counterparts; and

     

    1. canvass their counterparts’ views on enforcement cases currently being dealt with, to achieve a consistent approach to enforcement across all EU Member States.

     

    To achieve this objective, EECS (via ESMA) has established a database of enforcement decisions taken by national accounting enforcers. The content of this database is confidential and available to EU national accounting enforcers and ESMA only.

     

    While the decisions taken by European national accounting enforcers do not constitute precedent and are not, therefore, binding on other enforcement authorities, the purpose of the database is to enable European national accounting enforcers to consider decisions taken by their counterparts on similar issues and to determine the extent, if any, to which they may be relevant to their own decision making (while recognising that the circumstances surrounding individual cases are rarely the same).

     

    EECS, in conjunction with ESMA, publishes enforcement decisions taken by EECS members. Such public information does not disclose the specific issuers or individual jurisdictions by name but, rather, is published on an anonymous basis for the purpose of informing interested parties including issuers, auditors, shareholders, analysts and regulators.

     

    ESMA Standards and Guidelines

    ESMA publishes mandatory Guidelines with which EU national competent authorities are required to comply. IAASA is committed to applying ESMA standards and guidelines.

     

    In particular, IAASA is committed to applying:

     

    1. ESMA Guidelines on enforcement of financial information (ref. 4 February 2020 | ESMA32-50-218)

    These Guidelines, which apply to all EU competent authorities, including IAASA, undertaking enforcement of financial information under the EU Transparency Directive, apply in relation to the enforcement of financial information under the EU Transparency Directive to ensure that financial information in harmonised documents provided by issuers whose securities are admitted to trading on a regulated market comply with the requirements resulting from the EU Transparency Directive.

     

    Competent authorities to which these Guidelines apply, which includes IAASA, comply by incorporating them into their supervisory practices. Responsibility for compliance with the provisions of the EU Transparency Directive remains with the designated competent authority. Competent authorities remain under the obligation to make every effort to comply with these guidelines.

     

    1. ESMA Guidelines on Alternative Performance Measures (APMs) (ref. ESMA/2015/1415en))

    These Guidelines, which apply to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information or prospectuses on or after 3 July 2016, apply in relation to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information and prospectuses (and supplements). Examples of regulated information are management reports disclosed to the market in accordance with the EU Transparency Directive.

     

    The Guidelines do not apply to APMs:

     

    1. disclosed in financial statements;

     

    1. disclosed in accordance with applicable legislation which sets out specific requirements governing the determination of such measures. Therefore, the guidelines do not apply to measures included in prospectuses such as pro forma financial information, related party transactions, profit forecasts, profit estimates, working capital statements and capitalisation and indebtedness for which the specific requirements of the prospectus regime apply.

IAASA is committed to applying ESMA standards and Guidelines.

 

In particular, IAASA applies the ESMA Guidelines on enforcement of financial information (ref. 4 February 2020).

 

These Guidelines, which apply to all EU competent authorities, including IAASA, undertaking enforcement of financial information under the EU Transparency Directive, apply in relation to the enforcement of financial information under the EU Transparency Directive to ensure that financial information in harmonised documents provided by issuers whose securities are admitted to trading on a regulated market comply with the requirements resulting from the EU Transparency Directive.

 

Competent authorities to which these Guidelines apply, which includes IAASA, comply by incorporating them into their supervisory practices. Responsibility for compliance with the provisions of the EU Transparency Directive remains with the designated competent authority. Competent authorities remain under the obligation to make every effort to comply with these guidelines.

 

These Guidelines require that EU national accounting enforcers’ selection methodologies must include risk-based methodologies. IAASA’s selection of issuers’ periodic financial reports for examination is based on a mixed model, i.e. whereby risk assessments are supplemented by cyclical and random selections.

  • Depending upon risk factors identified and other relevant considerations, examinations undertaken by IAASA can be categorised as being:
    1. Interactive unlimited examination of financial information

    The evaluation of the entire content of the financial information included in one or more harmonised documents of an issuer in order to identify issues / areas that, in IAASA’s opinion, need further analysis, and the subsequent assessment of whether the financial information regarding those issues / areas is in accordance with the relevant financial reporting framework. The interactive unlimited examination entails an interaction between IAASA and the issuer. Based on the examination procedures undertaken and the information received from the issuer, IAASA concludes whether it has discovered infringements in relation to the issues / areas analysed.

    1. Desktop unlimited examination of financial information

    The evaluation of the entire content of the financial information included in one or more harmonised documents of an issuer in order to identify issues / areas that, in IAASA’s opinion, need further analysis, and the subsequent assessment of whether the financial information regarding those issues / areas is in accordance with the relevant financial reporting framework. The desktop unlimited examination does not entail any interaction between IAASA and the issuer. Based on the examination procedures undertaken, IAASA concludes whether there are indications that infringements exist in the financial information analysed.

    1. Interactive focused examination of financial information

    The assessment of whether pre-defined issues / areas in the financial information included in one or more harmonised documents of an issuer are in accordance with the relevant financial reporting framework. The interactive focused examination entails an interaction between IAASA and the issuer. Based on the examination procedures undertaken and the information received from the issuer, IAASA concludes whether it has discovered infringements in relation to the pre-defined issues / areas analysed.

    1. Desktop focused examination of financial information

    The assessment of whether pre-defined issues / areas in the financial information included in one or more harmonised documents of an issuer are in accordance with the relevant financial reporting framework. The desktop focused examination does not entail any interaction between IAASA and the issuer. Based on the examination procedures undertaken, IAASA concludes whether there are indications that infringements exist in relation to the pre-defined issues / areas analysed.

    1. Follow-up examination of actions

    The assessment of whether an issuer has taken appropriate remedial actions in instances where the issuer has provided undertakings to IAASA or against which IAASA has taken actions.

    1. Thematic examination of financial information

    The assessment of financial reporting practices adopted by a range of issuers in respect of one or more financial reporting matters. These examinations are desktop-based and are limited to examining publicly published information without issuer engagement.

    1. Topical surveys

    These surveys, mandated by ESMA, comprise the examination of the financial reporting treatments applied by selected issuers based on parameters set by ESMA. These surveys are also desk-based and limited to examining publicly published information without issuer engagement. If, as a result of its findings from these surveys, IAASA subsequently engages with an issuer, that subsequent engagement is designated as a separate unlimited scope examination or focused examination as appropriate.

  • Which entities fall within IAASA’s financial reporting examination remit?

     

    Issuer constituency

     

    At 31 December 2021, IAASA’s financial reporting examination constituency as notified by the Central Bank of Ireland comprised 99 issuers made up of:

     

    Type of issuer

    Number

     

    Equity

    27

    Closed-ended fund

    10

    Debt

    62

     

    99

     

     

    Known equity issuer constituency at 31 December 2021:

     

    1.     AIB Group plc

    2.     Bank of Cyprus Holdings plc

    3.     Bank of Ireland Group plc

    4.     CRH plc

    5.     Cairn Homes plc

    6.     Dalata Hotel Group plc

    7.     Diageo plc

    8.     Draper Esprit plc

    9.     FBD Holdings Plc

    10.  Flutter Entertainment plc

    11.  Glanbia plc

    12.  Glenveagh Properties plc

    13.  Hammerson plc

    14.  Hibernia REIT plc

    15.  Hostelworld Group plc

    16.  Irish Continental Group plc

    17.  Irish Residential Properties REIT plc

    18.  Linde plc

    19.  Kenmare Resources plc

    20.  Kerry Group plc

    21.  Kingspan Group plc

    22.  Permanent TSB Group Holdings plc

    23.  Ryanair Holdings plc

    24.  Smurfit Kappa Group plc

    25.  Tesco plc

    26.  Tullow Oil plc

    27.  Yew Grove REIT plc

     

     

    Known closed-ended fund issuer constituency at 31 December 2021:

     

    1.     Aberdeen Private Equity Global Fund of Funds plc

    2.     Crown Asia-Pacific Private Equity II plc

    3.     Crown Asia-Pacific Private Equity IiII plc

    4.     Crown Asia-Pacific Private Equity IV plc

    5.     Crown Co-Investment Opportunities II plc

    6.     Crown Co-Investment Opportunities plc

    7.     Crown Global Secondaries III plc

    8.     Crown Global Secondaries IV plc

    9.     Crown Global Secondaries V Feeder plc

    10.  Trimaran Fund II (Cayman) Limited

     

     

    Known debt issuer constituency at 31 December 2021:

     

    1.     Aercap Global Aviation Trust

    2.     Amethyst Structured Finance plc

    3.     Amundi Physical Metals plc

    4.     Argentum Capital SA.

    5.     Astute Capital plc

    6.     Barclays Bank Ireland plc

    7.     BBVA Global Markets BV

    8.     Beechwood Structured Finance plc

    9.     Benbulbin Capital plc

    10.  Brokercreditservice Structured Products plc

    11.  Brookfields Capital plc

    12.  Comm 2001-J2 Mortgage Trust

    13.  CRH America Inc

    14.  DB ETC plc

    15.  DBinvestor Solutions  plc

    16.  Delamare Finance plc

    17.  Eirles One DAC

    18.  Eirles Three DAC

    19.  Eperon Finance plc

    20.  Espaccio Securities plc

    21.  Freshwater Finance plc

    22.  Gold Bullion Securities Limited

    23.  Greenstreet Structured Financial Products plc

    24.  Haitong Investment Ireland plc

    25.  Invesco Physical Markets plc

    26.  Investec Bank plc

    27.  Ipanema Capital plc

    28.  Ishares Physical Metals plc

    29.  Italian Wine Brands spa

    30.  Juturna (European Loan Conduit No. 16) plc

    31.  Konstanz Finance Limited

    32.  Land Securities Capital Markets plc

    33.  Leverage Shares plc

    34.  Lunar Funding V plc

    35.  Magellan Mortgages No. 3 plc

    36.  Main Capital Funding II Limited Partnership

    37.  MBA Community Loans plc

    38.  Minerva Lending plc

    39.  Nimrod Capital plc

    40.  Opal Financial Products plc

    41.  Petra Diamonds US$ Treasury plc

    42.  Profile Finance plc

    43.  Recolte Securities plc

    44.  Royal Bank of Canada

    45.  Santander International Products plc

    46.  Silverstate Financial Investments plc

    47.  Structured Investments Corporation

    48.  Vermillion Protective Bond Portfolio plc

    49.  Vespucci Structured Financial Products plc

    50.  Vigado Capital plc

    51.  Voyce Investments plc

    52.  Wal-Mart Stores Inc

    53.  Waterford Capital Investments plc

    54.  Waves Financial Investments plc

    55.  Willow No. 2 Ireland plc

    56.  Wisdomtree Commodity Securities Limited

    57.  Wisdomtree Foreign Exchange Limited

    58.  Wisdomtree Hedged Commodity Securities Limited

    59.  Wisdomtree Hedged Metal Securities Limited

    60.  Wisdomtree Metal Securities Limited

    61.  Wisdomtree Multi Asset Issuer plc

    62.  Xtrackers ETC plc

  • Issuers are required to prepare and publish annual and half-yearly financial statements providing minimum specified material and with specified timelines.

    Issuers’ periodic financial reporting requirements, which come within the IAASA financial reporting examination remit and as laid down by Regulations 4 to 8 of the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I. 277/2007) (as amended), are as follows:

    Annual financial reports

    Issuers are required to make public their annual financial reports not later than four months after the end of their financial year. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ annual financial reports are required to comprise, at a minimum:

    1. Audited financial statements

    Where an issuer is required to prepare consolidated financial statements, the audited financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the audited financial statements included in the annual financial report must be prepared in accordance with the national law of the Member State in which the issuer is incorporated;

    1. a Management Report

     

    1. a Responsibility Statement

    This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole, and that it includes a fair examination of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

     

    Half-yearly financial reports

    Issuers of shares and, subject to certain exemptions, debt securities are required to make public their half-yearly financial reports not later than three months after the end of the first six months of their financial years. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ half-yearly financial reports are required to comprise, at a minimum:

     

    1. Condensed financial statements

    Where an issuer is required to produce consolidated financial statements, the condensed financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the issuer shall follow the same principles for recognition and measurement as when preparing annual financial reports and the condensed financial statements must include at least the following:

    1. a condensed balance sheet;
    1. a condensed profit and loss account; and
    1. explanatory notes.

     

    1. an Interim Management Report

     

    1. a Responsibility Statement

    This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole and that it includes a fair examination of:

     

    1. important events that have occurred during the first six months of the year;
    1. the impact of those events on the condensed financial statements;
    1. a description of the principal risks and uncertainties for the remainder of the financial year; and
    1. in the case of issuers of shares, details of material related party transactions.

     

    In addition, issuers are also required to comply with the Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366/2019) published by the Central Bank of Ireland when preparing annual and half-yearly financial reports.

The EU Transparency Directive applies to issuers whose securities have been admitted to trading on a regulated market situated, or operating, within the EU.

Securities include shares, bonds and other forms of securitised debt, derivative securities and units issued by closed-end investment funds.
However, pursuant to Regulation 2 of the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I.277/2007) (as amended), the scope of the Regulations does not extend to open-ended investment funds. Open-ended investment funds are funds which provide redemption facilities to unit holders. Closed-ended investment funds are fixed life funds and generally do not allow redemptions until fund liquidation.
Similarly, securities listed on the Euronext Growth Market of Euronext Dublin are exempt from the requirements of the EU Transparency Directive as the ESM is not authorised as a regulated market under Part 6 of the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. 60/2007) ( the MiFID Regulations).

IAASA’s role under the EU Transparency Directive is to examine the annual and half-yearly financial statements of entities whose securities (shares and debt) are admitted to trading on a regulated market. In IAASA’s case, such entities are primarily equity, debt and closed-ended investment funds whose securities are admitted to trading on the Main Market of Euronext Dublin.

IAASA is designated the authority as an independent competent authority for the purposes of Article 24(4)(h) of the EU Transparency Directive, i.e. for examining information prepared pursuant to the EU Transparency Directive’s requirements.

Regulation 42(2)  of the Transparency (Directive 2004/109/EC) Regulations (S.I. 277/2007) provides that

IAASA shall examine information drawn up pursuant to Regulations 4 to 8 by issuers whose home Member State is the State for the purpose of considering whether such information is in accordance with the relevant reporting framework’.

  1. The EU Transparency Directive (Directive 2004/109/EC) (‘the Directive’) harmonises the information requirements applying to entities whose securities have been admitted to trading on a regulated market situated, or operating, in the EU. Specifically, the EU Transparency Directive seeks to enhance transparency in EU capital markets through a common framework which requires:
  2. the production of periodic financial reports;
  3. shareholders to disclose major shareholdings;
  4. the dissemination of regulated information; and
  5. the provision of central mechanisms for sharing regulated information.

 

The EU Transparency Directive came into effect in Ireland from 13 June 2007. The EU Transparency Directive has been transposed into national law through a combination of:

  1. primary legislation (sections 1379 to 1384 of the Companies Act 2014); and
  2. secondary legislation (Transparency (Directive 2004/109/EC) Regulations 2007  (S.I. 277 /2007) as amended by:
    1. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2010 (S.I. 102/2010);
    2. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2012 (S.I. 238/2012);
    3. Transparency (Directive 2004/109/EC) (Amendment) (No. 2) Regulations 2012 (S.I. 316/2012);
    4. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2015 (S.I. 44/2015);
    5. Transparency (Directive 2004/109/EC) (Amendment) (No. 2) Regulations 2015 (S.I. 541/2015);
    6. Companies (Accounting) Act 2017 (No. 9 of 2017); and
    7. Transparency (Directive 2004/109/EC) Amendment Regulations 2017 (S.I. No.336 of 2017).

The Authority’s financial statement review remit derives from Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the EU Transparency Directive), as transposed into Irish Law.

What is the EU Transparency Directive?

The EU Transparency Directive was introduced to harmonise information requirements applying to entities whose securities have been admitted to trading on a regulated market situated, or operating, within the EU (‘issuers’). Accordingly, the EU Transparency Directive applies to issuers of shares, debt securities, derivative securities and closed-ended investment funds admitted to listing and trading on the regulated market of the Irish Stock Exchange. The EU Transparency Directive sets out a number of transparency requirements regardingthe disclosure of periodic and ongoing information, including issuers’ obligations relating to publication, content and timing of issuers’ financial reports.

The EU Transparency Directive has been implemented in Ireland through a combination of:

 

  1. primary legislation (sections 1379 to 1384 of the Companies Act 2014); and

 

  1. secondary legislation (Transparency (Directive 2004/109/EC) Regulations 2007  (S.I. 277 /2007) as amended by:

 

  1. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2010 (S.I. 102/2010);

 

  1. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2012 (S.I. 238/2012);

 

  1. Transparency (Directive 2004/109/EC) (Amendment) (No. 2) Regulations 2012 (S.I. 316/2012);

 

  1. Transparency (Directive 2004/109/EC) (Amendment) Regulations 2015 (S.I. 44/2015);

 

  1. Transparency (Directive 2004/109/EC) (Amendment) (No. 2) Regulations 2015 (S.I. 541/2015);

 

  1.  Companies (Accounting) Act 2017 (No. 9 of 2017); and

 

  1. Transparency (Directive 2004/109/EC) Amendment Regulations 2017 (S.I. No.336 of 2017).

 

What is IAASA’s role under the EU Transparency Directive?

Recital No. 28 of the EU Transparency Directive states that:

A single competent authority should be designated in each Member State to assume final responsibility for supervising compliance with the provisions adopted pursuant to this Directive…Member States may, however, designate another competent authority for examining that information referred to in this Directive is drawn up in accordance with the relevant reporting framework and taking appropriate measures in case of discovered infringements;’.

While the Central Bank of Ireland is the central administrative authority for the purposes of the EU Transparency Directive, IAASA has been designated a separate competent authority for the purposes of the financial reporting monitoring and enforcement role described above (i.e. Article 24(4)(h) of the EU Transparency Directive). IAASA, through its Financial Reporting Supervision Unit, is responsible for examining affected issuers’ compliance with the financial reporting framework requirements set out in the EU Transparency Directive as transposed into Irish law and for taking appropriate action where non-compliance is identified.

What is the ‘relevant reporting framework’?

The ‘relevant reporting framework’ has been defined by ESMA as:

IFRS and financial reporting frameworks deemed equivalent with IFRS based on the EC Regulation 1569/2007  as well as national generally accepted accounting principles (national GAAPs) used in the EEA. This also includes requirements for management reports resulting from the Directive on the annual financial statements’.

In order to legitimately act as an auditor under the Companies Acts (i.e. to audit the financial statements of an entity ), a person/firm must be a Registered Auditor. To become a registered auditor, a person/firm must:

  • Be a member of a recognised accountancy body; and have been authorised by that body to act as an auditor i.e. hold a valid practising/audit certificate;  or
  • an EU member firm recognised for the purpose of statutory audit by a recognised accountancy body.

The Companies Registration Office (CRO) maintains a register of all persons entitled to act as auditors and enquiries can be directed to that Office.

Alternatively, enquiries as to whether an individual/firm is qualified to act as an auditor can be directed to the recognised body in question.  Some accountancy bodies also provide detailed information on their websites. Contact details for each recognised accountancy body can be obtained here.

Acting as an auditor while not qualified to do so is a serious criminal offence. In the event that a member of the public has reason to believe that a person/firm is acting, or has acted, as an auditor without being properly qualified to do so, the matter should be brought to the attention of:

If you have a complaint about a PABs non-compliance with its approved investigation and discipline procedures, the matter can be referred to IAASA.

A complaints form can be found here.

The complaint process

Following the receipt of a complaint which indicates an instance of non-compliance with the PABs procedures, if the matter cannot be dealt with by IAASA’s regulatory procedures, then the matter may be referred to IAASA’s Board for direction as to how to proceed, for example, whether the matter should be enquired into under Section 933 (formerly Section 23)  of the Companies Act 2014. The decision as to whether to initiate such an enquiry is at the sole discretion of the Board of IAASA.

In instances where the matter is of significant public interest, IAASA has a statutory power to initiate an investigation of possible breaches of PABs standards by a PAB member under Section 934 (formerly Section 24) of the Companies Act 2014. The decision as to whether to initiate such an investigation is at the sole discretion of the Board of IAASA.

Under the model of independent statutory oversight set out in the Companies Act 2014 the Authority’s role is to supervise how the PABs regulate and monitor their members which includes the PABs complaints handling, investigation and disciplinary processes

Primary responsibility for the receipt and investigation of complaints relating to the prescribed accountancy bodies’ (‘PABs) members/member firms resides with the PABs, who are required to process complaints in accordance with approved procedures.

 

Extent of IAASA’s powers in relation to complaint’s

Complainants and prospective complainants are requested to note that IAASA’s role in the complaints process is to supervise the PABs compliance with their approved investigation and disciplinary procedures;that IAASA has no role in facilitating, or participating in, the resolution of individual complaints.

  • IAASA does not operate a system of final appeal against decisions taken by the PABs’ complaints, disciplinary or appeals committees/tribunals
  • Lodging a complaint with IAASA is not, and is not designed to be, a substitute for civil proceedings.

A Prescribed Accountancy Body (‘PAB’) is any accountancy body that comes within the supervisory remit of IAASA under the Act. There are currently seven PABs each of which has its own formal system for dealing with complaints relating to its members/member firms, including, where necessary an investigation and disciplinary process. The seven PABs and the designatory letters for their members are:

 

Accountancy Body Full Name Designatory Letters
ACCA Association of Chartered Certified Accountants ACCA or FCCA
AIA Association of International Accountants AAIA or FAIA
CIMA Chartered Institute of Management Accountants ACMA or FCMA
CIPFA Chartered Institute of Public Finance and Accountancy CPFA
ICAI Institute of Chartered Accountants in Ireland ACA or FCA
ICAS Institute of Chartered Accountants of Scotland CA
ICPAI Institute of Certified Public Accountants in Ireland CPA or FCPA

If you want to make a complaint about your accountant/auditor or a firm of accountants/auditors, you should initially contact the Prescribed Accountancy Body (‘PAB’) of which the accountant/auditor/firm is a member. Please click here for contact details for the PABs.

If the complaint relates to the audit of a Public Interest Entity (PIE), you should refer your complaint directly to IAASA. A complaint form can be found here.

In order to legitimately act as an auditor under the Companies Acts (i.e. to audit the financial statements of an entity), a person/firm must be a Registered Auditor. To become a registered auditor, a person/firm must:

  • Be a member of a recognised accountancy body; and have been authorised by that body to act as an auditor i.e. hold a valid practising/audit certificate; or
  • EU member firm recognised for the purpose of statutory audit by a recognised accountancy body.

The Companies Registration Office (CRO) maintains a register of all persons entitled to act as auditors and enquiries can be directed to that Office.

Alternatively, enquiries as to whether an individual/firm is qualified to act as an auditor can be directed to the recognised body in question.  Some accountancy bodies also provide detailed information on their websites. Contact details for each recognised accountancy body can be obtained here.

Acting as an auditor while not qualified to do so is a serious criminal offence. In the event that a member of the public has reason to believe that a person/firm is acting, or has acted, as an auditor without being properly qualified to do so, the matter should be brought to the attention of:

  • IAASA on occasion receives queries from members of the public in relation to selecting an accountant or auditor.

    IAASA recommends selecting an individual who is a full member of a body which comes within the supervisory remit of IAASA.  These bodies fall into two categories, Prescribed Accountancy Bodies (PABs) and Recognised Accountancy Bodies (RABs). Individuals who are not full members of these bodies do not come under the remit of IAASA. Accordingly, they are not subject to compliance with regulations, investigation and disciplinary systems or ongoing continuous professional development requirements.

    Prescribed Accountancy Body (accountants)

    Six accountancy bodies have been granted PAB status in Ireland and therefore come under IAASA’s supervision. Individuals who are members of a PAB and who wish to practice as an accountant must obtain approval, usually in the form of a practising certificate from the relevant PAB.

    Recognised Accountancy Body (accountants and auditors)

    Of the six PABs, three have also been granted RAB status. Only the RABs may train, authorise and regulate their members to act as statutory auditors in IrelandTherefore, only a suitably qualified member of a RAB who has been authorised as an auditor can be selected to undertake audits required under Irish legislation. Details of such auditors are listed on the Auditor Register, which is available on the Companies Registration Office website https://search.cro.ie/auditors/

    A list of the six PABs and three RABs and the designatory letters in order to identify their full members are outlined below:

     

    Accountancy Body Full Name Designatory Letters PAB / PAB & RAB

     

    ACCA Association of Chartered Certified Accountants ACCA or FCCA PAB & RAB
    AIA Association of International Accountants AAIA or FAIA PAB
    CIMA Chartered Institute of Management Accountants ACMA or FCMA PAB
    CIPFA Chartered Institute of Public Finance and Accountancy CPFA PAB
    ICAI Institute of Chartered Accountants in Ireland ACA or FCA PAB & RAB
    ICPAI Institute of Certified Public Accountants in Ireland CPA or FCPA

    AIPA or FIPA

    PAB & RAB

    Contact details for each of the six PABS are available here.

(i) Prescribed Accountancy Body

A Prescribed Accountancy Body is any accountancy body that comes within the supervisory remit of the Authority. There are currently six prescribed bodies:

  • ACCA – Association of Chartered Certified Accountants;
  • AIA – Association of International Accountants;
  • CIMA – Chartered Institute of Management Accountants;
  • CIPFA – Chartered Institute of Public Finance & Accountancy;
  • CAI – Institute of Chartered Accountants in Ireland; and
  • CPA – Institute of Certified Public Accountants in Ireland.

Links to the prescribed accountancy bodies’ websites can be found here.

(ii) Recognised Accountancy Body

A Recognised Accountancy Body is an accountancy body that has been granted recognition under section 930 of the Companies Act 2014. A recognised accountancy body is permitted to authorise its members and/or member firms to perform statutory audits and to register firms from other EU Member States to perform audits under the Companies Act, provided that they satisfy certain additional conditions. There are currently three recognised bodies:

  • ACCA – Association of Chartered Certified Accountants;
  • CAI – Institute of Chartered Accountants in Ireland; and
  • CPA – Institute of Certified Public Accountants in Ireland.

  • A Prescribed Accountancy Body (‘PAB’) is any accountancy body that comes within the supervisory remit of IAASA under the Act. There are currently six PABs each of which has its own formal system for dealing with complaints relating to its members/member firms, including, where necessary an investigation and disciplinary process. The six PABs and the designatory letters for their members are:
    Accountancy Body Full Name Designatory Letters
    ACCA Association of Chartered Certified Accountants ACCA or FCCA
    AIA Association of International Accountants AAIA or FAIA
    CIMA Chartered Institute of Management Accountants ACMA or FCMA
    CIPFA Chartered Institute of Public Finance and Accountancy CPFA
    ICAI Institute of Chartered Accountants in Ireland ACA or FCA
    ICPAI Institute of Certified Public Accountants in Ireland CPA or FCPA

    AIPA or FIPA

    The Institute of Chartered Accountants in England & Wales ceased to be a PAB on 21 July 2021. The Institute of Chartered Accountants of Scotland ceased to be a PAB on 22 December 2021.