Rules for statutory audit of public-interest entities

SUMMARY OF:

Regulation (EU) No 537/2014 on specific requirements regarding statutory audit of public-interest entities

WHAT IS THE AIM OF THE REGULATION?

Regulation (EU) No 537/2014 aims to improve transparency in the audit market to strengthen public confidence in the annual and consolidated financial statements of public-interest entities (PIEs)* in the European Union (EU).
It does so by laying down rules on:
- audits of PIEs;
- the organisation and selection of statutory auditors and audit firms to guarantee their independence and avoid conflicts of interest;
- the supervision of statutory auditors and audit firms.

KEY POINTS

The regulation sets out conditions for carrying out statutory audits of PIEs, as follows.

Fee structures

Payments for permitted non-audit services, if supplied for 3 or more consecutive years, should be limited to a maximum of 70% of the average of the statutory audit fees paid in the previous 3 years.
The assurance of sustainability reporting must be excluded from the calculation of the limit concerning the fees for other services that the statutory auditor can obtain.
Statutory auditors or firms must make a declaration to the audit committee* if they receive more than 15% of their total income from a single PIE for 3 consecutive years, to determine whether this is a threat to their independence and whether safeguards are in place.

Prohibition on non-audit services

Auditors carrying out a statutory audit of a PIE may not provide a wide range of non-audit services, such as tax and legal advice or preparation of accounts, to the company, or its parent or subsidiaries, while conducting the audit or during the previous financial year. Consulting services for the preparation of sustainability reporting are also included in this list.
EU Member States may relax some of the restrictions on or ban other services depending on their impact on an auditor’s independence.
Auditors carrying out a statutory audit may provide non-audit services that are not specifically prohibited, subject to the approval of the audit committee.

Preparation for statutory audits

Before accepting or continuing an engagement for a statutory audit of a PIE, auditors must:
- ensure the independence requirements are met;
- confirm annually in writing to the audit committee that the firm, partners and senior managers are independent from the PIE;
- discuss with the audit committee any threats to their independence and the safeguards applied.

Irregularities

Auditors must:
- inform the company if they suspect that fraud or financial irregularities have taken place and ask it to take the necessary action – if the company fails to do so, the auditor must inform the appropriate authorities;
- report promptly to the appropriate authorities if, during an audit, they uncover illegal behaviour, a threat to or doubt about the PIE’s viability or decide to refuse to issue an audit opinion or to deliver an adverse or qualified opinion;
- report irregularities as regards their work on the assurance of sustainability reporting of PIEs.

Audit reports

Statutory auditors produce an audit report and an additional report to the audit committee. Each is subject to a quality control review before publication.
The audit report, drafted in clear and unambiguous language, describes, among other things, the most significant risks identified and the auditor’s response to them, along with key observations.
The additional report provides more detailed information for the audit committee, such as the scope and timing of the audit and the methodology used.

Additional requirements for statutory auditors

Additional requirements include:
- the publication of an annual transparency report, available on its website for at least 5 years, containing detailed information about the company and its activities;
- the annual submission to the relevant authority of income from PIEs, broken down by revenue from statutory audit and various non-audit services;
- the retention of documents and information specified in the regulation for at least 5 years.

Appointment of statutory auditors or audit firms by public-interest entities

A general meeting of shareholders or members of the PIE appoints the auditor on the basis of a recommendation from the audit committee. This contains at least two choices and explains why one is preferred.
A PIE is free to invite any auditor or firm to submit proposals and the tender should not exclude small firms that received less than 15% of their total audit fees from PIEs the previous calendar year.
A PIE appoints an auditor initially for 1 year and for a maximum of 10 years, which can be raised to 20 years for a public tendering process and 24 years where a company is audited by at least two audit firms.
A gap of 4 years must occur before an auditor can audit the same company again.
Auditors provide a handover file containing all relevant information and the most recent audit to their successor.

Surveillance of statutory auditors and audit firms

Member States appoint an authority to supervise auditors and firms carrying out statutory audits of PIEs. The authorities:
- are independent of statutory auditors and audit firms;
- respect professional secrecy;
- may not interfere with the content of audit reports;
- have the necessary supervisory and investigative powers, including accessing data and inspecting firms, either on their own, working with other authorities or with the help of the judiciary;
- establish and implement an effective system of audit quality assurance;
- follow clear rules on the appointment of inspectors and their activities;
- monitor the market for the provision of statutory audit services to PIEs, especially the performance of audit committees, market concentration in specific sectors or any failings by firms;
- had to publish a report by 17 June 2016, continuing to do so every 3 years thereafter, on market developments; based on these reports, the European Commission will publish a joint report on these developments at the EU level;
- publish annual activity reports, work programmes and assessments of the quality assurance system;
- cooperate with their counterparts in other Member States, particularly on quality assurance reviews, investigations and on-site inspections;
- may exchange information with colleagues in non-EU countries, subject to certain conditions.
The regulation establishes the Committee of European Auditing Oversight Bodies, which:
- contains one senior representative from each national authority and one from the European Securities and Markets Authority;
- provides advice to the Commission and national authorities, contributes technical expertise, plays a coordinating role and encourages exchange of information, expertise and best practice;
- may establish permanent or ad hoc subgroups on specific issues.

European single access point

Amending Regulation (EU) 2023/2869 incorporates within Regulation (EU) No 537/2014 a new article concerning the accessibility of information on the European single access point (ESAP), established under Regulation (EU) 2023/2859 – see summary. The ESAP will provide access to public financial and sustainability-related information about EU companies and EU investment products. From 10 January 2030, when making public any annual transparency report required under Regulation (EU) No 537/2014, the amending act requires the statutory auditor or the audit firm to submit that report at the same time to the relevant collection body for the purpose of making it accessible on the ESAP. The amending regulation also sets out the conditions (in the context of the digitalisation of the information) with which that information must comply.

Transitional measures

From 17 June 2020, a PIE could not renew a contract with a statutory auditor or audit firm if the latter had been providing it with audit services for 20 or more consecutive years when the regulation came into force.
From 17 June 2023, the same restriction applies if the services had been provided for between 11 and 20 consecutive years.

The regulation repeals Commission Decision 2005/909/EC.

FROM WHEN DOES THE REGULATION APPLY?

It has applied since 17 June 2016.

BACKGROUND

The regulation complements Directive 2006/43/EC, which applies to all statutory audits (see summary) with regard to PIEs.
In 2024, the Commission published a joint report on monitoring developments in the EU market for providing statutory audit services to PIEs from 2019 to 2021.
In addition to increasing transparency in the audit market, the regulation encourages a wider choice of audit and assurance providers in a market dominated by a few big accounting and auditing firms.
For more information, see:
- Auditing of companies’ financial statements (European Commission).

KEY TERMS

Public-interest entity. Companies with a significant public interest because of their size, number of employees, corporate status or the nature of their business, including banks, insurance firms and listed companies.

Audit committee. Each PIE has an audit committee of non-executive members or members of its supervisory body.

MAIN DOCUMENT

Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (OJ L 158, 27.5.2014, pp. 77–112).

Successive amendments to Regulation (EU) No 537/2014 have been incorporated into the original text. This consolidated version is of documentary value only.

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