Supervisory Authority
Companies Act
Interpretation (Chapter 2)
900. (1) In this Chapter—
“1993 Accounts Regulations” means the European Communities (Accounts) Regulations 1993 ( S.I. No. 396 of 1993 );
“2010 Audits Regulations” means the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 ( S.I. No. 220 of 2010 );
“Act of 2003” means the Companies (Auditing and Accounting) Act 2003 ;
“amount of turnover” has the same meaning as it has in section 350 ;
“balance sheet total” has the same meaning as it has in section 350 ;
“board” means the board of directors of the Supervisory Authority;
“chief executive officer” means the chief executive officer of the Supervisory Authority;
“designated body” means a body that, under section 902 (2), is a designated body at the relevant time;
“disciplinary committee” means any disciplinary committee or tribunal (however called) of a prescribed accountancy body;
“member”, in relation to a prescribed accountancy body, means—
(a) a person; or
(b) a firm,
that is, or was at the relevant time, subject to the investigation and disciplinary procedures approved for that body under—
(i) section 905 (2)(c);
(ii) section 9(2)(c) of the Act of 2003; or
(iii) the Act of 1990, whether before or after the amendments of that Act that were made by section 32 of the Act of 2003;
“prescribed accountancy body” means—
(a) a recognised accountancy body; or
(b) any other body of accountants that is prescribed;
“recognised accountancy body” means a body of accountants recognised under section 930 for the purposes of the 2010 Audits Regulations or section 1441 ;
“reserve fund” means the fund referred to in section 919 ;
“standards”, in relation to a prescribed accountancy body, means the rules, regulations and standards that body applies to its members and to which, by virtue of their membership, they are obliged to adhere;
“superannuation benefits” means pensions, gratuities and other allowances payable on resignation, retirement or death;
“Supervisory Authority” means the Irish Auditing and Accounting Supervisory Authority.
(2) In this Chapter, “material interest” is to be read in accordance with section 2 (3) of the Ethics in Public Office Act 1995 .
Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters
901. (1) The company, namely, the Irish Auditing and Accounting Supervisory Authority, that was designated under section 5 of the Act of 2003 before the commencement of this section as the body to perform the functions of the Supervisory Authority under that Act shall be the Supervisory Authority for the purposes of this Chapter.
(2) A person appointed to the board of the Irish Auditing and Accounting Supervisory Authority before the commencement of this section and who holds office immediately before such commencement shall continue in office for the unexpired period of his or her term unless he or she sooner retires, resigns or dies or is removed from office; this subsection applies notwithstanding the cessation of membership of that Authority effected by this Chapter of certain bodies (corporate and unincorporated) that had nominated persons for appointment to that board.
(3) Without prejudice to the generality of the preceding subsections, the enactment of this Act does not otherwise affect—
(a) the corporate existence of the Irish Auditing and Accounting Supervisory Authority, and
(b) the continuance in being of the membership of it by the bodies corporate and individuals which or who were members of it immediately before the commencement of this section,
but, as regards that membership—
(i) subject to section 902 (2) (which effects a reduction in the number of members from that provided in the Act of 2003), and
(ii) subject (as was provided by the corresponding provisions of the Act of 2003) to the provisions of this Chapter enabling the termination, change and increase of that membership.
Membership of Supervisory Authority
902. (1) The Supervisory Authority is to consist of the following members:
(a) each prescribed accountancy body that is a body corporate;
(b) in the case of a prescribed accountancy body that is not a body corporate, an individual or body corporate nominated by that prescribed accountancy body to be a member;
(c) each designated body that is a body corporate;
(d) in the case of a designated body that is not a body corporate, an individual or body corporate nominated by that designated body to be a member.
(2) Unless a regulation under section 943 (1)(b) provides otherwise, each of the following is, on and from the commencement of this section, a designated body for the purposes of subsection (1):
(a) the Director of Corporate Enforcement;
(b) the Central Bank;
(c) the Irish Stock Exchange;
(d) the Revenue Commissioners;
(e) any body prescribed under section 943 (1)(a) as a designated body.
Amendment to memorandum or articles
903.
An amendment to the memorandum of association or articles of association of the Supervisory Authority takes effect only if the alteration is made with the Minister’s prior approval.
Objects of Supervisory Authority
904. (1) The principal objects of the Supervisory Authority which are to be included in its memorandum of association are to—
(a) supervise how the prescribed accountancy bodies regulate and monitor their members,
(b) promote adherence to high professional standards in the auditing and accountancy profession,
(c) monitor whether the financial statements or accounts of certain classes of companies and other undertakings comply with this Act (or, as the case may be, this Act as applied by the 1993 Accounts Regulations) and, where applicable, Article 4 of the IAS Regulation, and
(d) act as a specialist source of advice to the Minister on auditing and accounting matters.
(2) Nothing in this section prevents or restricts the inclusion in that memorandum of association of all objects and powers, consistent with this Chapter, that are reasonable, necessary or proper for, or incidental or ancillary to, the due attainment of those principal objects.
Functions of Supervisory Authority
905. (1) The Supervisory Authority shall do all things necessary and reasonable to further its objects.
(2) Without limiting its functions under subsection (1), the functions of the Supervisory Authority are to—
(a) grant recognition to bodies of accountants for the purposes of the 2010 Audits Regulations and section 1441 ,
(b) attach under section 931 terms and conditions to the recognition of bodies of accountants, including terms and conditions—
(i) requiring changes to, and the approval by the Supervisory Authority of, their regulatory plans, and
(ii) requiring their annual reports to the Supervisory Authority on their regulatory plans to be prepared in the manner and form directed by the Supervisory Authority,
(c) require changes to and to approve—
(i) the constitution and bye laws of each prescribed accountancy body, including its investigation and disciplinary procedures and its standards, and
(ii) any amendments to the approved constitution or bye laws of each prescribed accountancy body, including amendments to its investigation and disciplinary procedures and to its standards,
(d) conduct under section 933 enquiries into whether a prescribed accountancy body has complied with the investigation and disciplinary procedures approved for that body under paragraph (c) or referred to in subsection (1)(a)(ii) or (iii) or (1)(b) (ii) of that section,
(e) impose under section 933 sanctions on prescribed accountancy bodies,
(f) undertake under section 934 investigations into possible breaches of the standards of a prescribed accountancy body,
(g) supervise how each recognised accountancy body monitors its members and to undertake under section 936 reviews of those members,
(h) co-operate with the recognised accountancy bodies and other interested parties in developing standards relating to the independence of auditors and monitor the effectiveness of those standards,
(i) monitor the effectiveness of provisions of this Act and the 2010 Audits Regulations relating to the independence of statutory auditors,
(j) supervise the investigation and disciplinary procedures of each prescribed accountancy body, including by requiring access to its records and by requiring explanations about the performance of its regulatory and monitoring duties,
(k) co-operate with the prescribed accountancy bodies and other interested parties in developing auditing and accounting standards and practice notes,
(l) arrange for the regulation and supervision by recognised accountancy bodies of statutory auditors referred to in Regulation 25(2) of the 2010 Audits Regulations,
(m) perform the functions conferred on it by transparency (regulated markets) law (within the meaning of Chapter 4 of Part 23 ) in respect of the matters referred to in Article 24(4)(h) of the Transparency (Regulated Markets) Directive (within the meaning of that Chapter),
(n) perform the functions (and in particular the functions of public oversight) conferred on it by the 2010 Audits Regulations,
(o) perform any other duties or discharge any other responsibilities imposed on it by this Act.
General powers
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.
(2) A power conferred by subsection (1) is not to be considered to be limited merely by implication from another provision, whether of this or any other Act, that confers a power on the Supervisory Authority.
(3) The Supervisory Authority may adopt rules and issue guidelines concerning any matter that relates to its functions.
(4) The Supervisory Authority may apply to the court for an order under section 941 (6) compelling—
(a) a prescribed accountancy body to comply with a rule adopted or guideline issued under subsection (3),
(b) a recognised accountancy body to comply with a term or condition attached under section 192 of the Act of 1990 (before or after the amendment of that Act by section 32 of the Act of 2003) or section 931 to the recognition of that body, or
(c) a person on whom a relevant obligation or obligations is or are imposed to comply with that obligation or those obligations,
if, in the Authority’s opinion, the body or other person concerned may fail or has failed to comply with the rule, guideline, term or condition or obligation or obligations, as the case may be.
(5) In subsection (4), the reference to a relevant obligation or obligations that is or are imposed on a person is a reference to an obligation or obligations that is or are imposed on the person by—
(a) provisions of transparency (regulated markets) law (within the meaning of Chapter 4 of Part 23 ) that implement Article 24(4)(h) of the Transparency (Regulated Markets) Directive (within the meaning of that Chapter), or
(b) rules adopted by the Supervisory Authority under subsection (3) concerning the matters that relate to its functions under section 905 (2)(m).
Board of directors
907. (1) Subject to a regulation under section 943 (1)(c) and to section 901 (2), the board of directors of the Supervisory Authority is, on and from the commencement of this section, to consist of—
(a) not more than 8 directors (including the chairperson and the deputy chairperson) appointed by the Minister under subsection (2), and
(b) the person holding the office of chief executive officer who, by virtue of that office, is a director.
(2) Subject to a regulation under section 943 (1)(c), the directors appointed by the Minister shall, on and from the commencement of this section, include—
(a) subject to paragraphs (b) and (c), 2 persons, each of whom is nominated by the prescribed accountancy bodies by a decision taken by a majority of those bodies,
(b) if there is no such decision taken by those bodies as respects the nomination, under paragraph (a), of those 2 persons, 2 persons, each of whom is chosen by the Minister from amongst the persons who had been proposed by any one or more, or all, of those bodies for nomination under that paragraph,
(c) if there is such a decision taken by those bodies as respects the nomination, under paragraph (a), of one, only, of those persons, 2 persons—
(i) one of whom is the person so nominated by those bodies, and
(ii) the other of whom is chosen by the Minister from amongst the persons who had been proposed by any one or more, or all, of those bodies for nomination under that paragraph,
(d) 2 persons nominated by the Minister, one of whom—
(i) is neither an officer or employee of the Minister nor a member, officer or employee of a prescribed accountancy body, and
(ii) is appointed as chairperson by the Minister,
and
(e) for each designated body, one person nominated by that body.
(3) For the purposes of subsection (2)—
(a) a majority decision of the prescribed accountancy bodies is taken where a majority of those bodies signify in writing that they have nominated the particular person or persons (and the number of prescribed accountancy bodies by reference to which that majority is to be reckoned excludes any of the prescribed accountancy bodies that abstain from taking a decision on the matter), and
(b) without prejudice to the generality of paragraphs (b) and (c) of that subsection, the power of the Minister under that paragraph (b) or (c), as the case may be, is exercisable where the prescribed accountancy bodies are evenly divided as to the decision to be taken concerning the nomination of a person.
(4) Subject to a regulation under section 943 (1)(c), the board shall not include at any one time more than 3 directors appointed under subsection (2) who are members of prescribed accountancy bodies, and of those 3 directors—
(a) two may be nominees of the prescribed accountancy bodies, and
(b) one may be a nominee of a designated body.
(5) If, at any time, more than one designated body proposes to nominate a member of a prescribed accountancy body for appointment to the board, the designated bodies proposing to do so shall decide among themselves which one of them is to nominate such a member.
(6) The directors may select the deputy chairperson from among those directors who are not members of a prescribed accountancy body.
(7) The term of office of a director appointed under subsection (2) shall be specified by the Minister when appointing the director and, subject to section 908 (5), may not be less than 3 or more than 5 years.
(8) The members of the Supervisory Authority may not instruct the directors, at any meeting of those members or by any other means, regarding the carrying out of their duties as directors of the Supervisory Authority.
Supplementary provisions in relation to board of directors
908. (1) Section 146 (as applied by sections 1173 and 1198 ) does not apply to the Supervisory Authority.
(2) A director may resign by letter addressed to the Minister and copied to the Supervisory Authority and the resignation takes effect on the date the Minister receives the letter.
(3) At any time, the Minister may remove for stated reasons, any director appointed under section 907 (2), including a director nominated under section 907 (2)(d).
(4) The Minister shall fill any vacancy that arises on the board as a consequence of the resignation or removal of a director by appointing a replacement nominated (or, as the case may be, chosen by the Minister) in the same manner as the replaced director.
(5) A director appointed under subsection (4) to replace another holds office for the remainder of the replaced director’s term of office and the same terms and conditions apply to the new appointee.
(6) The directors may act despite one or more vacancies in their numbers.
(7) On and from the commencement of this section, a person is disqualified from appointment to the board for so long as he or she is—
(a) entitled under the Standing Orders of either House of the Oireachtas to sit in that House,
(b) a member of the European Parliament, or
(c) a member of a local authority.
(8) On and from the commencement of this section, a member of the board shall cease to hold office on—
(a) being nominated as a member of Seanad Éireann,
(b) being nominated as a candidate for election to either House of the Oireachtas or to the European Parliament,
(c) being regarded, pursuant to section 19 of the European Parliament Elections Act 1997 , as having been elected to the European Parliament to fill a vacancy, or
(d) becoming a member of a local authority.
Chief executive officer (including provision of transitional nature)
909. (1) The directors appointed under section 907 (2) shall appoint a person to be the chief executive officer of the Supervisory Authority (to be known and in this Act referred to as the “chief executive officer”) to—
(a) carry on, manage and control generally the administration and business of the Supervisory Authority, and
(b) perform any other functions that may be determined by the board.
(2) The chief executive officer holds office on and subject to the terms and conditions (including terms and conditions relating to remuneration and allowances) that the directors appointed under section 907 (2) may, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, determine.
(3) The directors appointed under section 907 (2) may remove the chief executive officer from office at any time.
(4) Without prejudice to the generality of section 901 (2), the person who held the office of Chief Executive Officer of the Irish Auditing and Accounting Supervisory Authority immediately before the commencement of this section shall continue in office for the unexpired period of his or her term unless he or she sooner retires, resigns or dies or is removed from office.
Work programme
910. (1) The Supervisory Authority shall continue to prepare and submit to the Minister, for each successive period of 3 years beginning on the day after the last day of the period covered by the preceding such programme, a work programme.
(2) For the purposes of the initial operation of subsection (1), the reference in it to the preceding work programme is a reference to the work programme last prepared by the Supervisory Authority under section 13 of the Act of 2003.
(3) In preparing the work programme, the Supervisory Authority shall have regard to the need to ensure the most beneficial, effective and efficient use of its resources.
(4) The work programme shall include the following information:
(a) the key strategies and activities that the Supervisory Authority will pursue to further its objects and to perform its functions;
(b) the outputs that the Supervisory Authority aims to achieve and against which its performance will be assessed;
(c) the staff, resources and expenditure (including an annual programme of expenditure approved under section 911 ) that will be required to pursue the strategies and activities referred to in paragraph (a).
(5) The Minister shall not give directions to the Supervisory Authority concerning the discharge of a work programme, including an amended or supplementary work programme.
(6) Subject to subsection (7), the Minister shall ensure that a copy of each work programme (including each revised, amended or supplementary work programme) is laid before each House of the Oireachtas not later than 60 days after the date on which it was submitted to the Minister.
(7) If a revised work programme (including a revised, amended or supplementary work programme) is submitted to the Minister before the unrevised work programme is laid before the Houses of the Oireachtas as required by subsection (6), only the revised work programme need be laid before the Houses.
Annual programme of expenditure
911. (1) The annual programme of expenditure referred to in section 910 (4)(c) shall not be included in the work programme unless it has first been approved by the Minister under subsection (3).
(2) The Minister shall not so approve the annual programme of expenditure unless the Minister has first—
(a) considered the views of the prescribed accountancy bodies, and
(b) obtained the consent of the Minister for Public Expenditure and Reform,
and this subsection extends to an approval by the Minister of the programme with amendments.
(3) The Minister may approve the annual programme of expenditure with or without amendment by the Minister.
(4) If the Minister approves the annual programme of expenditure with amendments, the Supervisory Authority—
(a) may revise any other part of the work programme, and
(b) if it does so, shall submit to the Minister the revised work programme, including the annual programme of expenditure as amended by the Minister.
Specification in annual programme of expenditure of amounts for reserve fund
912. In addition to capital and other expenditures, the annual programme of expenditure shall specify the portion of the revenue received or to be received under sections 914 (2) and 916 for the financial year in question that has been set aside as mentioned in section 919 (3).
Review of work programme
913. (1) The Supervisory Authority may—
(a) if it considers it necessary to do so, undertake an interim review of a work programme, and
(b) may submit to the Minister, within the period covered by the work programme, an amended or supplementary work programme, including an amended or supplementary annual programme of expenditure.
(2) An amended or supplementary annual programme of expenditure shall not be included in an amended or supplementary work programme unless it has first been approved in accordance with subsection (3) of section 911 and subsection (2) of that section applies to such an approval as it applies to the approval of an original annual programme of expenditure.
(3) If the Minister so approves with amendments the Supervisory Authority’s amended or supplementary annual programme of expenditure, the powers under section 911 (4) are equally available to the Supervisory Authority with respect to its amended or supplementary work programme under this section as they are available with respect to an original work programme and, accordingly, section 911 (4) applies, with any necessary modifications, to that amended or supplementary work programme.
Funding
914. (1) For the purposes specified in section 915 (1), the Supervisory Authority in each financial year—
(a) shall be paid a grant in accordance with subsection (2), and
(b) may impose levies under sections 916 and 917 .
(2) In each financial year, a grant not exceeding 40 per cent of the annual programme of expenditure approved for that year under section 911 shall, subject to any conditions that the Minister thinks proper, be paid to the Supervisory Authority out of money provided by the Oireachtas.
Application of money received by Supervisory Authority
915. (1) The Supervisory Authority shall not use the money received by it under this Chapter except for the purpose of meeting expenses properly incurred by it in performing its functions under this Chapter.
(2) The Supervisory Authority may use money set aside for or paid into the reserve fund in accordance with section 919 only for the purpose of meeting expenses incurred by it in performing its functions under section 933 and may not use any other money received by it for that purpose.
Supervisory Authority may levy prescribed accountancy bodies
916. (1) For the purpose specified in section 915 (2) and in accordance with this section, the Supervisory Authority may impose one or more levies in each financial year of the Supervisory Authority on each prescribed accountancy body.
(2) The total amount levied in any financial year of the Supervisory Authority on all prescribed accountancy bodies under this section shall not exceed 60 per cent of the annual programme of expenditure approved for that year under section 911 .
(3) The Supervisory Authority shall not impose a levy on a prescribed accountancy body under this section unless the Minister has—
(a) first approved—
(i) the total amount to be levied on all prescribed accountancy bodies in the relevant financial year, and
(ii) the criteria for apportioning the levy among the classes of prescribed accountancy bodies,
and
(b) consented to the levy.
(4) The Supervisory Authority shall—
(a) establish criteria for apportioning a levy among the classes of prescribed accountancy bodies,
(b) submit the criteria to the Minister for approval before imposing the levy, and
(c) specify the date on which the levy is due to be paid by those bodies.
(5) As a consequence of the apportionment of a levy according to the criteria established by the Supervisory Authority, different classes of prescribed accountancy bodies may be required to pay different amounts of the levy.
(6) Before consenting to a levy under this section, the Minister—
(a) shall consult with the prescribed accountancy bodies, and
(b) may consult with any other persons who, in the opinion of the Minister, are interested in the matter.
(7) The Supervisory Authority may recover a levy imposed under this section as a simple contract debt in any court of competent jurisdiction from the prescribed accountancy body from which the levy is due.
Supervisory Authority may levy certain companies and other undertakings
917. (1) For the purpose specified in section 915 (2) and in accordance with this section, the Supervisory Authority may impose in each financial year of the Supervisory Authority one or more levies on the following:
(a) each public limited company (whether listed or unlisted);
(b) each private company limited by shares or designated activity company that, in both the most recent financial year and the immediately preceding financial year of the company, meets the following criteria:
(i) its balance sheet total for the year exceeds—
(I) subject to clause (II), €25,000,000; or
(II) if an amount is prescribed under section 943 (1)(d), the prescribed amount;
(ii) the amount of its turnover for the year exceeds—
(I) subject to clause (II), €50,000,000; or
(II) if an amount is prescribed under section 943 (1)(d), the prescribed amount;
(c) each private company limited by shares or designated activity company that is a holding undertaking, if the holding undertaking and all of its subsidiary undertakings together, in both the most recent financial year and the immediately preceding financial year of the holding undertaking, meet the criteria in paragraph (b);
(d) each undertaking referred to in Regulation 6 of the 1993 Accounts Regulations that, in both the most recent financial year and the immediately preceding financial year of the undertaking, meets the criteria in paragraph (b);
(e) each undertaking referred to in Regulation 6 of the 1993 Accounts Regulations that is a holding undertaking, if the holding undertaking and all of its subsidiary undertakings together, in both the most recent financial year and the immediately preceding financial year of the holding undertaking, meet the criteria in paragraph (b).
(2) Subsection (1) shall not apply in respect of a company or an undertaking of a class exempted under section 943 (1)(g) from this section.
(3) For the purpose of determining whether a holding undertaking and all its subsidiary undertakings meet the criteria in paragraph (b), in the operation of taking, as appropriate—
(a) the amounts of their turnover as a whole, or
(b) their balance sheet totals as a whole,
there shall be eliminated inter-group sales or inter-group balances, as the case may be.
(4) The total amount levied in any financial year of the Supervisory Authority on all companies and undertakings shall not exceed the total amount paid into the reserve fund for that year under section 919 (4)(a).
(5) The Supervisory Authority shall not impose a levy on a company or undertaking under this section unless the Minister has—
(a) first approved—
(i) the total amount to be levied on all companies and undertakings in the relevant financial year; and
(ii) the criteria for apportioning the levy among the classes of companies and undertakings;
and
(b) consented to the levy.
(6) In determining whether to approve the total amount referred to in subsection (5)(a)(i), the Minister may—
(a) have regard to the Supervisory Authority’s work programme, and
(b) give due consideration to the use to which its reserve fund was put in the previous financial year.
(7) The Supervisory Authority shall—
(a) establish criteria for apportioning a levy among the classes of companies and undertakings liable to pay the levy under subsection (1),
(b) submit the criteria to the Minister for approval before imposing the levy, and
(c) specify the date on which the levy is due to be paid by those companies and undertakings.
(8) As a consequence of the apportionment of a levy according to the criteria established by the Supervisory Authority, different classes of companies and undertakings may be required to pay different amounts of the levy.
(9) Before imposing a levy under this section, the Supervisory Authority may consult with any other persons who, in its opinion, are interested in the matter.
(10) The Supervisory Authority may recover a levy imposed under this section as a simple contract debt in any court of competent jurisdiction from the company or undertaking from which the levy is due.
(11) Where a holding undertaking and one or more of its subsidiary undertakings would each otherwise be liable to pay a levy imposed under this section, the holding undertaking only shall be liable to pay the levy.
(12) Subsection (11) applies whether the holding undertaking is a public limited company, a private company limited by shares or an undertaking referred to in Regulation 6 of the 1993 Accounts Regulations.
Funding in respect of functions of Supervisory Authority under certain regulations
918. (1) In this section “public-interest entities” has the same meaning as in Regulation 3 of the 2010 Audits Regulations.
(2) For the purposes specified in subsection (3), the Supervisory Authority may impose, with the Minister’s consent and subject to subsections (4) to (6), one or more levies in each financial year of the Supervisory Authority on statutory auditors and audit firms auditing public-interest entities.
(3) Money received by the Supervisory Authority under this section may be used only for the purposes of meeting expenses properly incurred by it in performing its functions under Regulations 83 and 84 of the 2010 Audits Regulations and under any other Regulations of those Regulations that contain consequential or incidental provisions on, or in relation to, those Regulations 83 and 84.
(4) In addition to the requirement under subsection (2) with regard to the Minister’s consent, the total amount levied in any financial year of the Supervisory Authority on statutory auditors and audit firms shall not exceed an amount in relation to that year specified in writing by the Minister for the purposes of this subsection.
(5) The Supervisory Authority shall—
(a) establish criteria for apportioning a levy among the several statutory auditors and audit firms auditing public-interest entities,
(b) submit the criteria to the Minister for approval before imposing the levy, and
(c) specify the date on which the levy is due to be paid by the relevant statutory auditors and audit firms.
(6) As a consequence of the apportionment of the levy under subsection (5), different statutory auditors and audit firms may be required to pay different amounts of the levy.
(7) Notwithstanding that the particular audit of a public-interest entity has been carried out by a statutory auditor, no levy under this section shall be imposed on the statutory auditor if he or she was designated by a statutory audit firm to carry out the audit, and the levy under this section shall, in those circumstances, be imposed on the statutory audit firm instead.
(8) The Supervisory Authority may recover, as a simple contract debt in any court of competent jurisdiction, from a statutory auditor or audit firm from which the levy is due, a levy imposed under this section.
Reserve fund
919. (1) The reserve fund established under section 15(1) of the Act of 2003 shall continue in being and continue to be maintained by the Supervisory Authority but subject to any limit specified by the Minister under that provision or that limit as it may stand amended under subsection (2).
(2) The Minister may amend the limit referred to in subsection (1).
(3) In each financial year of the Supervisory Authority, the Supervisory Authority shall set aside for the reserve fund such portion of the revenue received or to be received under sections 914 (2) and 916 for that financial year as it considers to be appropriate.
(4) In each financial year of the Supervisory Authority, the Supervisory Authority shall pay into the reserve fund—
(a) the amount set aside under subsection (3) or, if that amount is amended through an amendment under section 911 (3) to the annual programme of expenditure, the amended amount,
(b) the proceeds of any levy imposed under section 917 , and
(c) any amounts paid to the Supervisory Authority under section 933 (5) or (6) or 934 (7).
(5) The Supervisory Authority shall promptly inform the Minister if, in any financial year, the total amount in the reserve fund is likely to exceed any limit standing specified in relation to the fund by the Minister.
Borrowing
920. For the purpose of providing for activities specified in its work programme, the Supervisory Authority may, from time to time, borrow money subject to—
(a) the consent of the Minister and the Minister for Public Expenditure and Reform, and
(b) such conditions as they may specify.
Excess revenue
921. (1) The Supervisory Authority shall apply any excess of its revenue over its expenditure in any financial year to meet its programme of expenditure approved for the subsequent year under section 911 , and the amounts payable under sections 914 (2), 916 and 918 for the subsequent year shall be appropriately reduced.
(2) Money in, or set aside for, the reserve fund shall not be considered revenue for the purpose of this section.
Employees (including provision of a transitional nature)
922. (1) Subject to subsection (2) and to the limits of staffing numbers specified in its work programme under section 910 , the Supervisory Authority may employ such persons as it thinks necessary.
(2) Subject to the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, the Supervisory Authority shall determine the numbers and grades of its employees and the terms and conditions of their employment.
(3) The Supervisory Authority may from time to time engage the services of professional and other advisers.
(4) A person who was in the employment of the Irish Auditing and Accounting Supervisory Authority immediately before the commencement of this section shall continue in the employment of the Supervisory Authority and such employment shall (subject to any determination for the time being that may be made under subsection (2) of a like kind as could, from time to time, have been made under section 17(2) of the Act of 2003) be on the same terms and conditions as applied to the person immediately before such commencement.
Director’s obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises
923. (1) A director of the Supervisory Authority who, otherwise than in his or her capacity as such director, has a material interest in a specified matter shall neither influence nor seek to influence any decision to be made by the Authority in relation to that matter.
(2) A director of the Supervisory Authority present at a meeting where a specified matter arises in which he or she has a material interest otherwise than in his or her capacity as such director shall—
(a) at the meeting, disclose the fact of the interest and its nature to the board or the committee, as the case may be,
(b) absent himself or herself from the meeting or the part of the meeting during which the matter is discussed,
(c) take no part in any deliberations of the board or committee relating to the matter, and
(d) refrain from voting on any decision relating to the matter.
(3) Where a director discloses a material interest under this section—
(a) the chairperson of the meeting shall ensure that the disclosure is recorded in the minutes of the meeting, and
(b) for as long as the matter is being dealt with by the meeting, the director shall not be counted in the quorum for the meeting.
(4) Where at a meeting a question arises as to whether or not a course of conduct, if pursued by a director, would be a contravention of subsection (2)—
(a) subject to subsection (5), the chairperson of the meeting shall determine the question,
(b) the chairperson’s determination shall be final, and
(c) the chairperson shall ensure that the particulars of the determination are recorded in the minutes of the meeting.
(5) For the purposes of subsection (4), if the chairperson is the director in respect of whom the question arises, the other directors present at the moment shall choose one of themselves to be the chairperson of the meeting.
(6) Section 231 (as applied by section 1173 ) does not apply to a director of the Supervisory Authority.
(7) Nothing in this section prejudices the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.
(8) In this section—
“meeting” means a meeting of the board of the Supervisory Authority or of a committee of its directors;
“specified matter” means—
(a) an arrangement or a proposed arrangement to which the Supervisory Authority is a party; or
(b) a contract or other agreement, or proposed contract or other agreement, with the Supervisory Authority.
Effect of breach of director’s obligations in relation to material interest
924. (1) If satisfied that a director of the Supervisory Authority has contravened section 923 (1) or (2), the Minister may—
(a) in the case of a director appointed by the Minister and if the Minister thinks fit, remove that director from office,
(b) in the case of a director who is the chief executive officer, recommend to the board that the board remove him or her.
(2) A director who is removed by the Minister under this section or on the recommendation of the Minister made under this section shall be disqualified for appointment as a director or chief executive of the Supervisory Authority.
Employee’s duty of disclosure
925. (1) An employee of the Supervisory Authority who otherwise than in his or her capacity as such employee has a material interest in a specified matter as defined in section 923 (8) shall—
(a) disclose to the Supervisory Authority the fact of the interest and its nature,
(b) take no part in—
(i) the negotiation of the arrangement, contract or other agreement in question, or
(ii) any deliberation by the Supervisory Authority or its employees relating to the matter,
(c) refrain from making any recommendation relating to the matter, and
(d) neither influence nor seek to influence a decision to be made in the matter.
(2) Subsection (1) does not apply to contracts or proposed contracts of employment between the Supervisory Authority and its employees.
(3) Where a person contravenes this section, the Supervisory Authority may—
(a) terminate that person’s contract of employment, or
(b) amend the terms and conditions of that person’s employment as it considers appropriate.
Superannuation scheme
926. (1) The Supervisory Authority may, if it considers it appropriate to do so, prepare and submit to the Minister a scheme or schemes for granting superannuation benefits to or in respect of one or both of the following—
(a) the chief executive officer,
(b) any employee of the Supervisory Authority.
(2) Each superannuation scheme shall fix the time and conditions of retirement for all persons to or in respect of which superannuation benefits are payable under the scheme, and different terms and conditions may be fixed in respect of different classes of persons.
(3) A superannuation scheme submitted to the Minister under this section shall, if approved by the Minister with the consent of the Minister for Public Expenditure and Reform, be carried out in accordance with its terms.
(4) A superannuation scheme may be amended or revoked by a subsequent scheme prepared, submitted and approved under this section.
(5) The Supervisory Authority may not grant, or enter into any arrangement for the provision of, any superannuation benefit to or in respect of a person referred to in subsection (1) except—
(a) in accordance with a superannuation scheme approved under this section, or
(b) with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.
(6) In the case of a dispute as to the claim of any person to, or the amount of, any superannuation benefit payable under a superannuation scheme approved under this section—
(a) the dispute shall be submitted to the Minister,
(b) the Minister shall refer the dispute to the Minister for Public Expenditure and Reform for his or her determination of it, and
(c) the decision of the Minister for Public Expenditure and Reform shall be final.
(7) Every superannuation scheme approved by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the scheme is passed by either such House within the next 21 days on which that House has sat after the scheme is laid before it, the scheme shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.
Accounts and audit
927. (1) Without prejudice to the requirements of Part 6 (as applied by section 1173 ) in relation to financial statements, the Supervisory Authority shall keep records of, and prepare all proper and usual accounts of—
(a) all income received by it, including records of the sources of that income,
(b) all expenditure incurred by it, and
(c) its assets and liabilities.
(2) Not later than 3 months after the end of the financial year to which the accounts relate, the Supervisory Authority shall submit the accounts prepared under this section to the Comptroller and Auditor General for audit.
(3) After the audit, the Comptroller and Auditor General shall present to the Minister the audited accounts together with the Comptroller and Auditor General’s report.
(4) The Minister shall ensure that, as soon as practicable after those accounts and that report are presented to the Minister, copies of them are—
(a) laid before each House of the Oireachtas, and
(b) supplied to the prescribed accountancy bodies.
(5) The Supervisory Authority shall—
(a) at the Minister’s request, permit any person appointed by the Minister to examine its accounts in respect of any financial year or other period,
(b) facilitate the examination of the accounts by the person appointed, and
(c) pay any fee that is set by the Minister for the examination.
Annual report
928. (1) As soon as practicable but in any event not later than 4 months after the end of each financial year, the Supervisory Authority shall make a written report to the Minister of its activities during that year.
(2) The annual report shall be prepared in such manner and form as the Minister may direct.
(3) The Minister shall ensure that a copy of the annual report is laid before each House of the Oireachtas not later than 6 months after the end of the financial year to which the report relates.
Accountability to Dáil Éireann
929. (1) Whenever required to do so by the Committee of Dáil Éireann established under the Standing Orders of Dáil Éireann to examine and report to Dáil Éireann on the appropriation accounts and reports of the Comptroller and Auditor General, the chief executive officer and the chairperson of the board of the Supervisory Authority shall give evidence to that Committee in respect of the following:
(a) the regularity and propriety of the transactions recorded or to be recorded in any account that—
(i) the Supervisory Authority is required by law to prepare; and
(ii) is subject to audit by the Comptroller and Auditor General;
(b) the economy and efficiency of the Supervisory Authority in using its resources;
(c) systems, procedures and practices used by the Supervisory Authority for evaluating the effectiveness of its operations;
(d) any matter affecting the Supervisory Authority that is referred to in—
(i) a special report under section 11 (2) of the Comptroller and Auditor General (Amendment) Act 1993 ; or
(ii) any other report of the Comptroller and Auditor General that is laid before Dáil Éireann, in so far as that report relates to a matter specified in any of paragraphs (a) to (c).
(2) Whenever required by any other committee appointed by either House of the Oireachtas or appointed jointly by both Houses, the chief executive officer and the chairperson of the board of the Supervisory Authority shall account to the committee for the performance of the functions of the Supervisory Authority.
(3) The Supervisory Authority shall have regard to any recommendations relating to its functions that are made by a committee in response to an account given under subsection (2).
(4) In giving evidence under subsection (1) or an account under subsection (2), the chief executive officer and the chairperson of the board of the Supervisory Authority shall not question or express an opinion on the merits of—
(a) any policy of the Government or a Minister of the Government; or
(b) the objectives of such a policy.
Recognition of body of accountants
930. (1) The Supervisory Authority may grant recognition to a body of accountants for the purposes of the 2010 Audits Regulations or section 1441 but may only grant such recognition if satisfied—
(a) that the standards relating to training, qualifications and repute required by that body (as appropriate)—
(i) for the approval of a person as a statutory auditor are not less than those specified in Articles 4, 6 to 8 and 10 of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; or
(ii) for the approval of a person as a public auditor are not less than those specified in the foregoing Articles (as if, notwithstanding anything in that Directive, those Articles extended to auditors of societies referred to in section 1441 );
and
(b) as to the standards that body applies to its members in the area of ethics, codes of conduct and practice, independence, professional integrity, auditing and accounting standards and investigation and disciplinary procedures.
(2) Each of the following:
(a) the Association of Chartered Certified Accountants;
(b) the Institute of Chartered Accountants in Ireland;
(c) the Institute of Chartered Accountants in England and Wales;
(d) the Institute of Chartered Accountants of Scotland;
(e) the Institute of Certified Public Accountants in Ireland;
(f) the Institute of Incorporated Public Accountants;
shall be deemed to have been granted recognition under this section by the Supervisory Authority for the purposes of the 2010 Audits Regulations and section 1441 .
Provisions in relation to recognition by Supervisory Authority under section 930
931. (1) The Supervisory Authority may—
(a) at the time of the grant of a recognition under section 930 , or
(b) at any time during the currency of a recognition so granted,
by notice in writing given to the body of accountants concerned, attach to the recognition such terms and conditions as it thinks necessary or expedient and specified in the notice.
(2) The Supervisory Authority may, at any time during the currency of a recognition granted under section 930 , by notice in writing given to the body of accountants concerned, amend the recognition’s terms or conditions or insert into it, or delete from it, other terms or conditions.
(3) The Supervisory Authority may, at any time during its currency, by notice in writing given to the body of accountants concerned, revoke, or suspend for a specified period, a recognition granted under section 930 .
(4) Where a disciplinary committee of a body of accountants recognised under section 930 has reasonable grounds for believing that a category 1 or 2 offence may have been committed by a person while the person was a member of the body, the body shall, as soon as possible, provide a report to the Director giving details of the alleged offence and shall furnish the Director with such further information in relation to the matter as the Director may require.
(5) Where a body referred to in subsection (4) fails to comply with that subsection or a requirement of the Director under that subsection, it, and any officer of the body to whom the failure is attributable, shall be guilty of a category 3 offence.
Consultation by Supervisory Authority regarding standards and qualifications
932. Before granting, renewing, withdrawing, revoking, suspending or refusing a recognition of a body of accountants under section 930 for the purposes of—
(a) the 2010 Audits Regulations, or
(b) section 1441 ,
the Supervisory Authority may consult with any body of persons or other person as to the conditions or standards required by the body of accountants concerned in connection with membership of that body or, as the case may be, the approval of persons as statutory auditors or public auditors.
Intervention in disciplinary process of prescribed accountancy bodies
933. (1) In this section, “approved investigation and disciplinary procedures” means—
(a) in relation to a prescribed accountancy body that is a recognised accountancy body, the investigation and disciplinary procedures approved under—
(i) section 905 (2)(c),
(ii) section 9(2)(c) of the Act of 2003, or
(iii) the Act of 1990, whether before or after the amendments of that Act that were made by section 32 of the Act of 2003,
and
(b) in relation to any other prescribed accountancy body, the investigation and disciplinary procedures approved under—
(i) section 905 (2)(c), or
(ii) section 9(2)(c) of the Act of 2003.
(2) Following a complaint or on its own initiative, the Supervisory Authority may, for the purpose of determining whether a prescribed accountancy body has complied with the approved investigation and disciplinary procedures, enquire into—
(a) a decision by that body not to undertake an investigation into a possible breach of its standards by a member,
(b) the conduct of an investigation by that body into a possible breach of its standards by a member, or
(c) any other decision of that body relating to a possible breach of its standards by a member, unless the matter is or has been the subject of an investigation under section 934 relating to that member.
(3) For the purposes of an enquiry under this section, the Supervisory Authority may—
(a) inspect and make copies of all relevant documents in the possession or control of the prescribed accountancy body, and
(b) require the prescribed accountancy body to explain why it reached a decision referred to in subsection (2)(a) or (c) or to explain how it conducted its investigation.
(4) If at any time before completing an enquiry under this section into a matter relating to a member of a prescribed accountancy body, the Supervisory Authority forms the opinion that it is appropriate or in the public interest that the matter be investigated under section 934 , the Authority may apply to the court for permission to investigate the matter under that section.
(5) If not satisfied, after completing the enquiry, that the prescribed accountancy body complied with the approved investigation and disciplinary procedures, the Supervisory Authority may advise or admonish the prescribed accountancy body or may censure it by doing one or more of the following:
(a) annulling all or part of a decision of that body relating to the matter that was the subject of the enquiry,
(b) directing that body to conduct an investigation or a fresh investigation into the matter,
(c) requiring that body to pay to the Supervisory Authority an amount not exceeding the greater of the following:
(i) €125,000;
(ii) the amount prescribed under section 943 (1)(e);
and section 941 has effect as regards requiring, in certain circumstances, an application to be made to the court for confirmation of the foregoing.
(6) Where, as mentioned in subsection (5), the Supervisory Authority is not satisfied that the prescribed accountancy body has complied with the approved investigation and disciplinary procedures, the body is, in addition to any liability or obligation to pay an amount or do a thing by virtue of that subsection, liable to pay the amount specified by the Supervisory Authority towards its costs in conducting the enquiry under this section.
(7) Where the Supervisory Authority applies under this section to the court for permission to investigate, under section 934 , any matter relating to a member of a prescribed accountancy body or decides to direct a prescribed accountancy body to conduct an investigation or a fresh investigation under this section into any matter, the following rules apply:
(a) in the case of an application to the court for permission to investigate a matter, any decision of that body relating to the matter is suspended if and as soon as the body is notified by the Supervisory Authority that permission has been granted under section 941 (3);
(b) in the case of a direction to conduct an investigation, any decision of that body relating to the matter is suspended as soon as the body is notified by the Supervisory Authority of the direction;
(c) in the case of a direction to conduct a fresh investigation, any decision of that body relating to the matter is suspended if and as soon as the body is notified by the Supervisory Authority that the direction has been confirmed under section 941 (5).
(8) The Supervisory Authority may publish each decision made under subsection (5) or each decision made specifying an amount under subsection (6) and the reasons for the decision after giving the prescribed accountancy body and the member concerned not less than 3 months’ notice in writing of its intention to do so.
(9) The prescribed accountancy body or the member concerned may appeal to the court against a decision made by the Supervisory Authority under subsection (5) or a decision made by it specifying an amount under subsection (6).
(10) An appeal under subsection (9) shall be brought before the expiry of the notice given under subsection (8) to the prescribed accountancy body and the member concerned.
(11) If not satisfied that a prescribed accountancy body has, when undertaking an investigation or a fresh investigation into the matter under subsection (5)(b), complied with the approved investigation and disciplinary procedures, the Supervisory Authority may appeal to the court against any decision of the prescribed accountancy body relating to the matter.
(12) An appeal under subsection (11) shall be brought within 3 months after date on which the Supervisory Authority was notified by the prescribed accountancy body of its decision.
(13) For the purposes of this section—
(a) any decision made or any investigation conducted by the disciplinary committee of a prescribed accountancy body is considered to have been made or conducted by the prescribed accountancy body,
(b) “member”, in addition to the meaning given to that expression by section 900 (1), includes, in relation to a prescribed accountancy body that is a recognised accountancy body, an individual or firm who or which, though not a member of the recognised accountancy body, is an individual or firm in relation to whom that body may exercise powers under the 2010 Audits Regulations.
Investigation of possible breaches of standards of prescribed accountancy bodies
934. (1) In this section—
“client” includes an individual, a body corporate, an unincorporated body of persons and a partnership;
“relevant person”, in relation to an investigation of a member of a prescribed accountancy body, means—
(a) a member of the prescribed accountancy body;
(b) a client or former client of such member;
(c) if the client or former client is a body corporate, a person who is or was an officer, employee or agent of the client or former client;
(d) the prescribed accountancy body or a person who is or was an officer, employee or agent of that body; or
(e) any person whom the Supervisory Authority reasonably believes has information or documents relating to the investigation other than information or documents the disclosure of which is prohibited or restricted by law.
(2) If, in the Supervisory Authority’s opinion, it is appropriate or in the public interest to undertake an investigation into a possible breach of a prescribed accountancy body’s standards by a member, the Authority may do so—
(a) following a complaint, or
(b) on its own initiative,
but no investigation may be undertaken into a matter that is or has been the subject of an enquiry under section 933 relating to that member except with the permission of the court granted on application under section 933 (4).
(3) For the purposes of an investigation under this section, the Supervisory Authority may require a relevant person to do one or more of the following:
(a) produce to the Supervisory Authority all books or documents relating to the investigation that are in the relevant person’s possession or control;
(b) attend before the Supervisory Authority;
(c) give the Supervisory Authority any other assistance in connection with the investigation that the relevant person is reasonably able to give.
(4) For the purposes of an investigation under this section, the Supervisory Authority may—
(a) examine on oath, either by word of mouth or on written interrogatories, a relevant person,
(b) administer oaths for the purposes of the examination, and
(c) record, in writing, the answers of a person so examined and require that person to sign them.
(5) The Supervisory Authority may certify the refusal or failure to the court if a relevant person refuses or fails to do one or more of the following:
(a) produce to the Supervisory Authority any book or document that it is the person’s duty under this section to produce;
(b) attend before the Supervisory Authority when required to do so under this section;
(c) answer a question put to the person by the Supervisory Authority with respect to the matter under investigation.
(6) On receiving a certificate of refusal or failure concerning a relevant person, the court may enquire into the case and after hearing any evidence that may be adduced, may do one or more of the following:
(a) direct that the relevant person attend or re-attend before the Supervisory Authority or produce particular books or documents or answer particular questions put to him or her by the Supervisory Authority;
(b) direct that the relevant person need not produce particular books or documents or answer particular questions put to him or her by the Supervisory Authority;
(c) make any other ancillary or consequential order or give any other direction that the court thinks fit.
(7) If the Supervisory Authority finds that the member committed a breach of the prescribed accountancy body’s standards, the Supervisory Authority may impose on the member any sanction to which the member is liable under the approved constitution and bye laws of the prescribed accountancy body (including a monetary sanction) and—
(a) the fact of a sanction having been imposed on the member by the Supervisory Authority shall be disclosed by the Authority to the public and that disclosure shall include—
(i) in a case where the member is making an appeal to the court against the decision of the Supervisory Authority, an indication that that is so, and
(ii) if the Supervisory Authority considers it appropriate, such further particulars with respect to the matter as it thinks fit,
and
(b) section 941 has effect as regards requiring, in certain circumstances, an application to be made to the court for confirmation of the imposition of the sanction referred to in this subsection.
(8) The manner of a disclosure under subsection (7), and the time at which it is made, shall be such as the Supervisory Authority determines to be appropriate.
(9) The costs incurred by the Supervisory Authority in investigating and determining a matter under this section (other than any costs of or incidental to an enquiry by the court under subsection (6)) shall be defrayed by the prescribed accountancy body whose member has been the subject of the investigation; for the purposes of this subsection—
(a) the Supervisory Authority may prescribe by regulations that specified procedures and methods of calculation shall apply in the determination of the amount of costs so defrayed by it and prescribe by regulations requirements otherwise as to the liability of the prescribed accountancy body for, and the manner in which it shall pay, that amount, and
(b) in default of payment of that amount to the Supervisory Authority, the Authority may recover that amount as a simple contract debt in any court of competent jurisdiction.
(10) The member who is the subject of a decision made by the Supervisory Authority under subsection (7) may appeal to the court against the decision.
(11) An appeal under subsection (10) shall be brought within 3 months after the date on which the member concerned was notified by the Supervisory Authority of its decision.
(12) The production of any books or documents under this section by a person who claims a lien on them does not prejudice the lien.
(13) Any information produced or answer given by a member of a prescribed accountancy body in compliance with a requirement under this section may be used in evidence against the member in any proceedings whatsoever, save proceedings for an offence (other than perjury in respect of such an answer).
(14) A finding or decision of the Supervisory Authority under this section is not a bar to any civil or criminal proceedings against the member who is the subject of the finding or decision.
Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)
935. (1) For the avoidance of doubt, the following matters may, without prejudice to the generality of the provisions of section 934 , be the subject of an investigation by the Supervisory Authority under that section, namely matters—
(a) in relation to which a competent authority (within the meaning of the 2010 Audits Regulations) has decided not to withdraw a person’s approval under those Regulations as a statutory auditor or audit firm, or
(b) which either—
(i) have not been considered by such a competent authority as grounds for the withdrawal of a person’s approval under those Regulations as a statutory auditor or audit firm, or
(ii) having been considered by it as such grounds, are not considered by it to disclose a prima facie case for proceeding further.
(2) Where—
(a) those matters are the subject of such an investigation by the Supervisory Authority, and
(b) a breach of standards is found by the Supervisory Authority,
section 934 (7) shall be read as requiring or enabling (depending on whether the breach of standards found falls within Part 4 or Chapter 3 of Part 8 of the 2010 Audits Regulations) the Supervisory Authority to withdraw the approval under those Regulations of the person concerned as a statutory auditor or audit firm.
(3) Where such an approval is withdrawn by it, the following provisions of the 2010 Audits Regulations shall, with any necessary modifications, apply (and not subsections (10) and (11) of section 934 ) to that withdrawal, namely Regulation 33(11) to (14) (or, as the case may be, Regulation 34(11) to (14)) and Regulation 35.
(4) Subsection (2) does not prejudice the imposition, in the circumstances concerned, by the Supervisory Authority of another sanction referred to in section 934 (7) in addition to a withdrawal of approval (where withdrawal of the approval is mandatory under the 2010 Audits Regulations) or in lieu of a withdrawal of approval (where such withdrawal is not so mandatory).
(5) For the purposes of section 934 “member”, in addition to the meaning given to that expression by section 900 (1), includes, in relation to a prescribed accountancy body that is a recognised accountancy body, an individual or firm who or which, though not a member of the recognised accountancy body, is an individual or firm in relation to whom that body may exercise powers under the 2010 Audits Regulations.
Review of members of recognised accountancy bodies
936. (1) The Supervisory Authority may, if in its opinion it is appropriate to do so, undertake a review of a member of a recognised accountancy body to determine whether that body has been or is regulating its members in the manner approved under—
(a) section 905 (2)(b),
(b) section 9(2)(b) of the Act of 2003, or
(c) the Act of 1990, whether before or after the amendments of that Act that were made by section 32 of the Act of 2003.
(2) For the purposes of a review under this section—
(a) the Supervisory Authority may inspect and make copies of all relevant documents in the possession or control of the recognised accountancy body whose practices are under review,
(b) the member of the recognised accountancy body shall co-operate with the Supervisory Authority as if the recognised accountancy body were undertaking the review, and
(c) if the member fails to co-operate in accordance with paragraph (b), section 934 (3) to (8) apply, with any necessary modifications, in relation to the member as if the review were an investigation under section 934 .
Delegation of Supervisory Authority’s functions
937. (1) The Supervisory Authority may delegate some or all of the functions under sections 933 to 936 to a committee established for that purpose and consisting of persons from one or more of the following categories of persons:
(a) persons who are, at the time the committee is established, directors of the Authority;
(b) other persons that the Authority considers appropriate.
(2) Where functions under a provision referred to in subsection (1) are delegated to a committee, any references in that provision to the Supervisory Authority shall be read as references to that committee.
(3) Subject to the regulations made under section 938 (4), a committee may regulate its own procedure.
(4) The Supervisory Authority may, if it reasonably considers it appropriate to do so, perform any of its other functions through or by any of its officers or employees or any other person duly authorised by it in that behalf, including the determination of whether a matter should be referred to a committee established for a purpose referred to in subsection (1).
(5) A delegation under this section is revocable at will.
(6) For the avoidance of doubt, a committee that was established under section 27(1) of the Act of 2003 prior to the commencement of section 4 of the Companies (Miscellaneous Provisions) Act 2009 shall be deemed to have been properly constituted, and shall be deemed to have and to have had all the powers necessary to perform its functions notwithstanding that any of its members was a director when he or she was appointed to the committee but ceased to be such a director before the completion of the enquiry, investigation or review for which it was established.
Hearings, privileges and procedural rules
938. (1) The Supervisory Authority may for the purposes of performing its functions under section 933 , 934 or 935 conduct an oral hearing in accordance with regulations made under subsection (4).
(2) A witness before the Supervisory Authority is entitled to the same immunities and privileges as a witness before the court.
(3) Nothing in section 933 , 934 , 935 or 936 compels the disclosure by any person of any information that the person would be entitled to refuse to produce on the grounds of legal professional privilege or authorises the inspection or copying of any document containing such information that is in the person’s possession.
(4) Subject to subsection (5), the Supervisory Authority shall make regulations respecting the procedures to be followed in conducting enquiries under section 933 , investigations under sections 934 and 935 and reviews under section 936 .
(5) No obligation to make such regulations arises under subsection (4) with respect to a particular provision referred to in that subsection for so long as regulations made under the Act of 2003 for the purposes of the corresponding provision of that Act (provision for the continuance in force of which regulations is made by Schedule 6 ) remain in force.
Supervisory Authority’s seal and instruments
939. (1) Judicial notice shall be taken of the seal of the Supervisory Authority.
(2) Every document that appears to be an instrument made by the Supervisory Authority and to be sealed with its seal (purporting to be authenticated in accordance with its articles of association) shall be received in evidence and be deemed to be such instrument without proof, unless the contrary is shown.
Confidentiality of information
940. (1) A person shall not disclose information that—
(a) comes into the possession of the Supervisory Authority by virtue of the performance by it of any of its functions under this Act; and
(b) has not otherwise come to the notice of members of the public.
(2) Subsection (1) shall not apply to—
(a) person specified in subsection (3) or a director of the Authority in the performance by the Authority, or him or her, of any of its or his or her functions under this Act or any other enactment, being a communication the making of which was, in the Authority’s or his or her opinion, appropriate for the performance of the function concerned; or
(b) the disclosure of information in a report of the Supervisory Authority or for the purpose of any legal proceedings, investigation, enquiry or review under this Act or any other enactment or pursuant to an order of a court of competent jurisdiction for the purposes of any proceedings in that court; or
(c) a disclosure made where such disclosure is required by, or in accordance with, law; or
(d) a disclosure of information which, in the opinion of the Supervisory Authority, a member of its staff, any person specified in subsection (3) or a director of the Authority, may relate to the commission of an offence; or
(e) a disclosure to a person prescribed by regulations made by the Supervisory Authority as a person to whom a disclosure, or a specified class of disclosure, may lawfully be made.
(3) The persons mentioned in subsection (2)(a) and (d) are any agent of the Supervisory Authority or professional or other adviser to it.
(4) A person who contravenes subsection (1) shall be guilty of a category 2 offence.
Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority
941. (1) In an appeal under section 933 (9) or (11) or section 934 (10), the court may consider any evidence adduced or argument made, whether or not adduced or made to the Supervisory Authority or other body whose decision is under appeal.
(2) On the hearing of such an appeal, the court may make any order or give any direction it thinks fit, including an order—
(a) confirming the decision under appeal, or
(b) modifying or annulling that decision.
(3) On application under section 933 (4) for an order granting permission for an investigation under section 934 into a possible breach of a prescribed accountancy body’s rules by a member, the court may—
(a) grant or refuse to grant permission, and
(b) make any ancillary or consequential order it thinks fit, including, if permission is granted, an order setting aside any decision of the body relating to the member.
(4) A decision of the Supervisory Authority annulling all or part of a decision of a prescribed accountancy body under section 933 (5)(a), directing a fresh investigation under section 934 (5)(b), specifying an amount of costs under section 933 (6) or requiring the payment of an amount under section 933 (5)(c) or 934 (7) does not take effect until that decision is confirmed by the court either—
(a) on appeal under section 933 (9) or 934 (10), or
(b) on application by the Supervisory Authority under subsection (5).
(5) On application by motion on notice by the Supervisory Authority for an order confirming a decision referred to in subsection (4), the court may make an order confirming the decision or may refuse to make such an order.
(6) On application under section 906 (4) for an order compelling compliance with—
(a) a rule adopted or guideline issued by the Supervisory Authority,
(b) a term or condition of recognition, or
(c) an obligation or obligations referred to in that subsection,
the court may make any order or give any direction it thinks fit.
Liability of Supervisory Authority for acts, omissions, etc.
942. (1) Neither the Supervisory Authority nor any person who is or was—
(a) a member or director;
(b) other officer or employee;
(c) a member of a committee; or
(d) a professional or other adviser or duly authorised agent;
of the Supervisory Authority shall be liable for damages for anything done, anything purported to be done or anything omitted to be done—
(i) by the Supervisory Authority or that person (not being such an agent) in performing their functions under this Act; or
(ii) in the case of such an agent, by the agent in doing on behalf of the Authority or other foregoing person an act that was done to enable such functions to be performed;
unless the act or omission is shown to have been in bad faith.
(2) The matters in respect of which subsection (1) applies include the following:
(a) any advice given or admonition or censure administered, to a prescribed accountancy body under section 933 (5);
(b) any statement published under section 933 (8) concerning a prescribed accountancy body;
(c) any investigation under section 934 of a possible breach of the standards of a prescribed accountancy body by a member of that body or any sanction or penalty imposed on such a member;
(d) any certificate of refusal or failure issued by the Supervisory Authority in connection with an investigation under section 934 ;
(e) any review under section 936 of a member of a recognised accountancy body.
(3) Subject to any enactment or rule of law the Supervisory Authority may indemnify—
(a) any person who is or was a member or director, other officer or employee, member of a committee or a professional or other adviser of the Supervisory Authority in respect of anything done or omitted to be done by that person in good faith in carrying out duties under this Act, and
(b) any person who is or was a duly authorised agent of the Supervisory Authority in respect of anything done or omitted to be done by that person in good faith in his or her doing an act on behalf of a person referred to in paragraph (a) that was done to enable the latter’s duties under this Act to be carried out.
(4) The power to indemnify under subsection (3) includes the power to indemnify a person referred to in that subsection for any liability to pay damages or costs because of anything done or omitted to be done by that person in carrying out duties under this Act or, in the case of an agent referred to in paragraph (b) of that subsection, in doing an act referred to in that paragraph, where the liability—
(a) has been determined in proceedings before a court or tribunal in another state or arises by virtue of an agreement entered into in settlement of such proceedings, and
(b) would not have been determined had subsections (1) and (2) been applied in those proceedings or would not have been the subject of such an agreement but for that person’s reliance in good faith on a legal opinion or advice that those subsections would not be applied by the court or tribunal in those proceedings.
Minister’s power to make regulations for purposes of Chapter, etc.
943. (1) Subject to section 944 and without prejudice to the application of section 12 (1) to this Chapter, the Minister may make regulations that are necessary or advisable for giving effect to this Chapter or the provisions hereafter mentioned of sections 167 , 225 and 275 , including regulations—
(a) prescribing designated bodies for the purposes of sections 902 and 907 ;
(b) providing that, effective on a specified date, a body referred to in section 902 (2) ceases to be a designated body;
(c) varying, as a consequence of a regulation under paragraph (a) or (b), the numbers specified in section 907 (1), (2) and (4), as the Minister considers necessary or expedient;
(d) prescribing for the purposes of the criteria referred to in section 917 (1)(b) amounts that are higher or lower than the euro amounts specified in that provision and that apply instead of the euro amounts;
(e) prescribing the amount of a penalty under section 933 (5)(c);
(f) prescribing for the purpose of section 933 (8) the manner in which notice is to be given;
(g) exempting from sections 225 and 917 (or either of those sections)—
(i) qualifying companies within the meaning of section 110 of the Taxes Consolidation Act 1997 (as inserted by section 48 of the Finance Act 2003 ); and
(ii) clases of other companies and other undertakings, if the extent to which or the manner in which they are or may be regulated under any enactment makes it, in the Minister’s opinion, unnecessary or inappropriate to apply those provisions or that provision to them;
(h) prescribing for the purposes of the definition of “accounting standards” in section 275 (1) one or more bodies that issue statements of accounting standards;
(i) prescribing for the purposes of the definition of “large company” in section 167 (1) or for the purposes of section 225 (7) amounts that are higher or lower than the euro amounts specified in that definition or in section 225 (7), as the case may be, and that apply instead of the euro amounts.
(2) On a body ceasing—
(a) to be a prescribed accountancy body because of the revocation of a regulation made under section 12 (1), or
(b) to be a designated body because of a regulation made under subsection (1)(b),
any director who was nominated by that body under section 907 immediately ceases to hold office.
(3) Before preparing, for the purposes of section 944 , a draft regulation under—
(a) section 12 (1) prescribing bodies of accountants for the purposes of the definition of “prescribed accountancy body” in section 900 (1), or
(b) subsection (1)(a), (d) or (i),
the Minister shall consider any recommendations that the Supervisory Authority may make.
(4) Subject to subsection (3), before making a regulation under this section the Minister may consult with any persons that the Minister considers should be consulted.
(5) Regulations under this section may contain any transitional and other supplementary and incidental provisions that appear to the Minister to be appropriate.
Prior approval by Houses of Oireachtas required for certain regulations
944. Where it is proposed to make a regulation under—
(a) section 12 (1) prescribing bodies of accountants for the purposes of the definition of “prescribed accountancy body” in section 900 (1), or
(b) section 943 (1)(a), (d), (g) or (i),
a draft of the proposed regulation shall be laid before each House of the Oireachtas and the regulation shall not be made until a resolution approving of the draft has been passed by each such House.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.