Auditors

Part

SUP Supervision manual

Chapter

Auditors

Printed on: 06/11/2024

Rulebook at: 01/04/2014

SUP 3

Auditors

SUP 3.1

Application

01/12/2004

SUP 3.1.1

This chapter applies to:

(1) every firm within a category listed in column (1) of the table in SUP 3.1.2 R; and

(2) the external auditor of such a firm (if appointed under SUP 3.3 or appointed under or as a result of a statutory provision other than in the Act);

in accordance with column (2) or (3) of that table, except as described in the remainder of this section.

01/04/2013

SUP 3.1.2

Applicable sections (see SUP 3.1.1 R)

This table and the provisions in SUP 3 should be read in conjunction with GEN 2.2.23 R to GEN 2.2.25 G. In particular, the PRA does not apply any of the provisions in SUP 3 in respect of FCA-authorised persons. SUP 3.10 and SUP 3.11 are applied by the FCA only.

(1) Category of firm

(2) Sections applicable to the firm

(3) Sections applicable to its auditor

(1)

Authorised professional firm which is required by IPRU(INV) 2.1.2R to comply with chapters 3, 5 or 13 of IPRU(INV) and which has an auditor appointed under or as a result of a statutory provision other than in the Act (Notes 1 and 6)

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(2)

Authorised professional firm not within (1) to which the custody chapter or client money chapter applies

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(3)

Authorised professional firm not within (1) or (2) which has an auditor appointed under or as a result of a statutory provision other than in the Act

SUP 3.1, SUP 3.2, SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(4)

Bank, building society or dormant account fund operator which in each case carries on designated investment business (Notes 2A and 6)

SUP 3.1-SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(5)

Bank, building society or a dormant account fund operator which in each case does not carry on designated investment business (Note 2A)

SUP 3.1 - SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(5A)

Credit union

SUP 3.1 - SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(6)

Insurer, the Society of Lloyd's, underwriting agent or members' adviser, UK ISPV (Note 5)

SUP 3.1 - SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(7)

Investment management firm, (other than an exempt CAD firm), personal investment firm (other than a small personal investment firm or exempt CAD firm), securities and futures firm (other than an exempt CAD firm or an exempt BIPRU commodities firm) or collective portfolio management firm that is an external AIFM which, in each case, has an auditor appointed under or as a result of a statutory provision other than in the Act(Notes 3 and 6)

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(7A)

Investment management firm (other than an exempt CAD firm), personal investment firm (other than a small personal investment firm or exempt CAD firm), securities and futures firm (other than an exempt CAD firm or an exempt BIPRU commodities firm) or collective portfolio management firm that is an external AIFM not within (7) to which the custody chapter or client money chapter applies

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(7AA)

A firm that has exercised an opt in to CASS in accordance with CASS 1.4.9 R

SUP 3.1 to SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10.

(7B)

Collective portfolio management firm that is a UCITS firm or an internally managed AIF (Note 6)

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(7C)

UK MiFID investment firm, which has an auditor appointed under or as a result of a statutory provision other than in the Act(Notes 3B and 6)

SUP 3.1 - 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(7D)

Sole trader or partnership that is a UK MiFID investment firm (other than an exempt CAD firm) (Notes 3C and 6)

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(8)

Small personal investment firm or service company which, in either case, has an auditor appointed under or as a result of a statutory provision other than in the Act

SUP 3.1, SUP 3.2, SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(9)

Home finance provider which has an auditor appointed under or as a result of a statutory provision other than in the Act

SUP 3.1 - SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(10)

Insurance intermediary (other than an exempt insurance intermediary) to which the insurance client money chapter (except for CASS 5.2 (Holding money as agent)) applies (see Note 4)

SUP 3.1 - SUP 3.7, SUP 3.11

SUP 3.1, SUP 3.2, SUP 3.8, SUP 3.10

(11)

Exempt insurance intermediary and insurance intermediary not subject to SUP 3.1.2 R(10) which has an auditor appointed under or as a result of a statutory provision other than in the Act

SUP 3.1, SUP 3.2, SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

(12)

Home finance intermediary or home finance administrator which has an auditor appointed under or as a result of a statutory provision other than in the Act.

SUP 3.1, SUP 3.2, SUP 3.7

SUP 3.1, SUP 3.2, SUP 3.8

Note 1 = This chapter applies to an authorised professional firm in row (1) (and its auditor) as if the firm were of the relevant type in the right-hand column of IPRU(INV) 2.1.4R.

Note 2 [deleted]

Note 2A = For this purpose, designated investment business does not include either or both:
(a) dealing which falls within the exclusion in article 15 of the Regulated Activities Order (Absence of holding out etc) (or agreeing to do so); and
(b) dealing in investments as principal (or agreeing to do so):
(i) by a firm whose permission to deal in investments as principal is subject to a limitation to the effect that the firm, in carrying on this regulated activity, is limited to entering into transactions in a manner which, if the firm was an unauthorised person, would come within article 16 of the Regulated Activities Order (Dealing in contractually based investments); and
(ii) in a manner which comes within that limitation;
having regard to article 4(4) of the Regulated Activities Order (Specified activities: general).

Note 3 = This note applies in relation to an oil market participant to which IPRU(INV) 3 does not apply and in relation to an energy market participant to which IPRU(INV) 3 does not apply. In SUP 3:
(a) only SUP 3.1, SUP 3.2 and SUP 3.7 are applicable to such a firm; and
(b) only SUP 3.1, SUP 3.2 and SUP 3.8 are applicable to its auditor;
and, in each case, only if it has an auditor appointed under or as a result of a statutory provision other than in the Act.

Note 3A [deleted]

Note 3B = UK MiFID investment firms include exempt CAD firms. An exempt CAD firm that has opted into MiFID can benefit from the audit exemption for small companies in the Companies Act legislation if it meets the relevant criteria in that legislation and fulfils the conditions of regulation 4C(3) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007. If a firm does so benefit then SUP 3 will not apply to it. For further details about exempt CAD firms, see PERG 13, Q58.

Note 3C = A sole trader or a partnership that is a UK MiFID investment firm to which the custody chapter or client money chapter applies must have its annual accounts audited.

Note 4 = The client money audit requirement in SUP 3.1.2 R(10) therefore applies to all insurance intermediaries except:
• those which do not hold client money or other client assets in relation to insurance mediation activities; or
• those which only hold up to, but not exceeding, £30,000 of client money under a statutory trust arising under CASS 5.3.
Insurance intermediaries which, in relation to insurance mediation activities, hold no more than that amount of client money only on a statutory trust are exempt insurance intermediaries.

Note (5) = In row (6):

(a)

SUP 3.1 - SUP 3.7 applies to a managing agent in respect of its own business and in respect of the insurance business of each syndicate which it manages; and

(b)

SUP 3.1, SUP 3.2 and SUP 3.8 apply to the auditors of a managing agent and the auditors of the insurance business of each syndicate which the managing agent manages.

Note 6 = Where SUP 3.11 applies to a firm, and SUP 3.10 applies to the auditor of that firm, those sections apply whether or not that firm's permission prevents it from holding client money or custody assets and whether or not it holds client money or custody assets. A collective portfolio management firm that is an internally managed AIF is required to appoint an auditor under FUND 3.3.6R (2) (Annual report of an AIF) because the AIFM is also an AIF.

01/04/2014

SUP 3.1.2A

If a firm falls within more than one row in column (1) of the table in SUP 3.1.2 R, SUP 3.1.1 R requires the firm and its external auditor to comply with all the sections referred to in column (2) or (3).

01/04/2013

Incoming firms

SUP 3.1.3

This chapter appliesto an incoming EEA firm(and the auditor of such a firm) only if it has a top-up permission .

01/04/2013

SUP 3.1.4

The application of SUP 3.10 to the auditor of an incoming EEA firm with a top-up permission is qualified in SUP 3.10.3 R.

01/04/2013

SUP 3.1.5

This chapter does not apply to an incoming Treaty firm, which:

(1) does not have a top-up permission; and

(2) is not required to comply with the client asset rules.

01/04/2013

SUP 3.1.6

The application of SUP 3.7 to an incoming Treaty firm or an auditor of such a firm is further qualified in SUP 3.7.1 G.

01/04/2013

Material elsewhere in the Handbook

SUP 3.1.9

A firm which is mentioned in SUP 3.1.10 G should see the Prudential Standards part of the Handbookfor further provisions on auditors as set out in SUP 3.1.10 G.

28/02/2014

SUP 3.1.10

Other relevant sections of the Handbook (see SUP 3.1.9 G)

Friendly society

IPRU(FSOC)

Insurer (other than a friendly society)

IPRU(INS)

Investment management firm, personal investment firm, securities and futures firm and collective portfolio management firm (other than IFPRU investment firms and BIPRU firms

IPRU(INV)

UCITS firm

(UPRU)

Society of Lloyd's and Lloyd's managing agents

IPRU(INS)

28/02/2014

Enabling provision and application

SUP 3.1.11

The insurance market direction in this chapter is given under section 316(1) of the Act (Direction by a regulator) and applies to members.

01/04/2013

Purpose

SUP 3.1.12

The insurance market direction in this chapter is intended to enable the rules in SUP 3 and SUP 4 to be applied to a managing agent in respect of the insurance business of each syndicate which it manages.

01/04/2013

Insurance market direction on rules concerning auditors and actuaries

SUP 3.1.13

(1) With effect from 1 January 2005, Part XXII of the Act (Auditors and Actuaries) applies to the carrying on of insurance business by members as modified by paragraph (3).

(2) For the purposes of (1) "insurance business" means the regulated activities of effecting or carrying out contracts of insurance written at Lloyd's.

(3) Regulations made by the Treasury under section 342(5) and section 343(5) of Part XXII of the Act apply only to actuaries appointed by a managing agent in respect of the insurance business of a syndicate, in relation to the long-term insurance business of that syndicate.

(4) In Part XXII of the Act (Auditors and Actuaries) as applied by this insurance market direction:

(a) a reference to an auditor of an authorised person is to be read as including an auditor appointed by a managing agent in respect of the insurance business of a syndicate; and

(b) a reference to an actuary acting for an authorised person is to be read as including an actuary appointed by a managing agent in respect of the insurance business of a syndicate.

01/04/2013

SUP 3.1.14

Part XXII (Auditors and Actuaries) is a core provision mentioned in section 317(1) of the Act (The core provisions).

01/04/2013

SUP 3.1.15

Section 317(2) of the Act (The core provisions) provides that references in an applied core provision to an authorised person are to be read as references to a person in the class to which the insurance market direction applies. The effect of this, and of the insurance market direction set out at SUP 3.1.13 D, is that Part XXII of the Act (Auditors and Actuaries), applies also to auditors and actuaries who are appointed to report on the underwriting business of members. Part XXII is modified in its application to members by paragraph (3) of SUP 3.1.13 D with the effect that the regulations made under sections 342(5) and 343(5) of the Act relating to communications by actuaries will only apply where the actuary is appointed to evaluate the long-term insurance business of the syndicate. The regulations made under sections 342(5) and 343(5) in relation to communications by auditors will apply in relation to both general insurance business and long-term insurance business.

01/04/2013

SUP 3.1.16

SUP 3.3 sets out rules the effect of which is to require a managing agent to appoint an auditor in respect of its own business and the insurance business of each syndicate which it manages.

01/04/2013

SUP 3.1.17

References in SUP 3, as applied by SUP 3.1.2 R, to a firm include, where appropriate:

(1) a managing agent; and

(2) one or more members carrying on insurance business at Lloyd's through a syndicate,

and references to an actuary of a firm should be read accordingly.

01/04/2013

SUP 3.1.18

SUP 4.6 sets out rules the effect of which is to require a managing agent to appoint an actuary in respect of the insurance business of each syndicate which it manages.

01/04/2013

SUP 3.2

Purpose

01/12/2004

Purpose: general

SUP 3.2.1

This chapter sets out rules and guidance on the role auditors play in the appropriate regulator's monitoring of firms' compliance with the requirements and standards under the regulatory system. In determining whether a firm satisfies the threshold conditions, the appropriate regulator has regard to whether the firm has appointed auditors with sufficient experience in the areas of business to be conducted by the firm. Auditors act as a source of information for the appropriate regulator in its supervision. They report, where required, on the financial resources of the firm, the accuracy of its reports to the appropriate regulator and its compliance with particular rules, such as the Client asset rules.

01/04/2013

SUP 3.2.2

The Act, together with other legislation such as the Companies Acts 1985, 1989 and 2006, the Building Societies Act 1986 and the Friendly Societies Act 1992, provides the statutory framework for firms' and auditors' obligations.

01/04/2013

Rights and duties of auditors

SUP 3.2.6A

The rights and duties of auditors are set out in SUP 3.8 (Rights and duties of all auditors). SUP 3.8.10 G includes the auditor's statutory duty to report certain matters to the PRA imposed by regulations made by the Treasury under sections 342(5) and 343(5) of the Act (information given by auditor or actuary to a regulator).

01/04/2013

SUP 3.3

Appointment of auditors

01/12/2004

Purpose

SUP 3.3.1

This section requires a firm to appoint an auditor and supply the appropriate regulator with information about its auditor. The appropriate regulator requires such information to ensure that the firm has an auditor.

01/04/2013

Appointment by firms

SUP 3.3.2

A firm to which this section applies (see SUP 3.1) must:

(1) appoint an auditor;

(2) notify the appropriate regulator, without delay, on the form in SUP 15 Ann 3 (Standing data form), in accordance with the instructions on the form, when it is aware that a vacancy in the office of auditor will arise or has arisen, giving the reason for the vacancy;

(3) appoint an auditor to fill any vacancy in the office of auditor which has arisen;

(4) ensure that the replacement auditor can take up office at the time the vacancy arises or as soon as reasonably practicable after that; and

(5) notify the appropriate regulator of the appointment of an auditor, on the form in SUP 15 Ann 3 (Standing data form), in accordance with the instructions on the form, advising the appropriate regulator of the name and business address of the auditor appointed and the date from which the appointment has effect.

01/04/2013

SUP 3.3.3

(1) SUP 3.3.2 R applies to every firm to which this section applies. That includes a firm which is under an obligation to appoint an auditor under an enactment other than the Act, such as the Companies Act 1985 or the Companies Act 2006, as appropriate. Such a firm is expected to wish to have a single auditor who is appointed to fulfil both obligations. SUP 3.3.2 R is made under section 137F of the Act (The PRA's general rules), in relation to such firms, and under section 340(1) (Appointment) in relation to other firms.

(2) Building societies and friendly societies are reminded that they are subject to the provisions of Schedule 11 to the Building Societies Act 1986 and Schedule 14 to the Friendly Societies Act 1992 relating to auditors, in addition to the provisions in this chapter. In relation to SUP 3.3.2 R (2), such firms may give the PRA a single notification of a vacancy in the office of auditor provided that the notification complies with the requirements of the relevant Act and SUP 3.3.2 R (2).

01/04/2013

Appointment by the appropriate regulator

SUP 3.3.7

(1) Paragraph (2) applies to a firm which is not under an obligation to appoint an auditor imposed by an enactment other than the Act.

(2) If a firm fails to appoint an auditor within 28 days of a vacancy arising, the appropriate regulator may appoint an auditor for it on the following terms:

(a) the auditor to be remunerated by the firm on the basis agreed between the auditor and firm or, in the absence of agreement, on a reasonable basis; and

(b) the auditor to hold office until he resigns or the firm appoints another auditor.

01/04/2013

SUP 3.3.8

In addition, in the case of a building society or friendly society, Schedule 11 of the Building Societies Act 1986 and Schedule 14 of the Friendly Societies Act 1992 allow the PRA to appoint an auditor if this is not done at the society's annual general meeting.

01/04/2013

SUP 3.3.9

SUP 3.3.7 R allows but does not require the appropriate regulator to appoint an auditor if the firm has failed to do so within the 28 day period. When it considers whether to use this power, the appropriate regulator will take into account the likely delay until the firm can make an appointment and the urgency of any pending duties of the appointed auditor.

01/04/2013

SUP 3.3.10

A firm must comply with and is bound by the terms on which an auditor has been appointed by the appropriate regulator , whether under SUP 3.3.7 R, the Building Societies Act 1986 or the Friendly Societies Act 1992.

01/04/2013

SUP 3.4

Auditors' qualifications

01/12/2004

Purpose

SUP 3.4.1

The appropriate regulator is concerned to ensure that the auditor of a firm has the necessary skill and experience to audit the business of the firm to which he has been appointed. This section sets out the appropriate regulator's rules and guidance aimed at achieving this.

01/04/2013

Qualifications

SUP 3.4.2

Before a firm, to which SUP 3.3.2 R applies, appoints an auditor, it must take reasonable steps to ensure that the auditor has the required skill, resources and experience to perform his functions under the regulatory system and that the auditor:

(1) is eligible for appointment as an auditor under Part II of the Companies Act 1989 or Part III of the Companies (Northern Ireland) Order 1990 (Eligibility for appointment) where applicable, otherwise Chapters 1, 2 and 6 of Part 42 of the Companies Act 2006 ; or

(2) if appointed under an obligation in another enactment, is eligible for appointment as an auditor under that enactment; or

(3) in the case of an overseas firm, is eligible for appointment as an auditor under any applicable equivalent laws of that country or territory.

01/04/2013

SUP 3.4.3

Enactments within SUP 3.4.2 R (2) include the Building Societies Act 1986 and the Friendly Societies Act 1992.

01/04/2013

SUP 3.4.4

An auditor which a firm proposes to appoint should have skills, resources and experience commensurate with the nature, scale and complexity of the firm's business and the requirements and standards under the regulatory system to which it is subject. A firm should have regard to whether its proposed auditor has expertise in the relevant requirements and standards (which may involve access to UK expertise) and possesses or has access to appropriate specialist skill, for example actuarial expertise in carrying out audits of insurance companies or friendly societies where appropriate. The firm should seek confirmation of this from the auditor concerned as appropriate.

01/04/2013

Disqualified auditors

SUP 3.4.5

A firm must not appoint as auditor a person who is disqualified under Part XXII of the Act (Auditors and Actuaries) from acting as an auditor either for that firm or for a relevant class of firm.

01/04/2013

SUP 3.4.6

If it appears to the appropriate regulator that an auditor of a firm has failed to comply with a duty imposed on him under the Act, it may have the power to andmay disqualify him under section 345 or 345A, respectively, of the Act. A list of persons who are disqualified may be found on the FCA's website (www.fca.org.uk).

01/04/2013

Requests for information on qualifications by the appropriate regulator

SUP 3.4.7

A firm must take reasonable steps to ensure that an auditor, which it is planning to appoint or has appointed, provides information to the appropriate regulator about the auditor's qualifications, skills, experience and independence in accordance with the reasonable requests of the appropriate regulator .

01/04/2013

SUP 3.4.8

To enable it to assess the ability of an auditor to audit a firm, the appropriate regulator may seek information about the auditor's relevant experience and skill. The appropriate regulator will normally seek information by letter from an auditor who has not previously audited any firm. The firm should instruct the auditor to reply fully to the letter (and should not appoint an auditor who does not reply to the appropriate regulator ). The appropriate regulator may also seek further information on a continuing basis from the auditor of a firm (see also the auditor's duty to cooperate under SUP 3.8.2 R).

01/04/2013

SUP 3.5

Auditors' independence

01/12/2004

Purpose

SUP 3.5.1

If an auditor is to carry out his duties properly, he needs to be independent of the firm he is auditing, so that he is not subject to conflicts of interest. Many firms are also subject to requirements under the Companies Act 1989, or the Companies Act 2006, the Building Societies Act 1986 or the Friendly Societies Act 1992 on auditor's independence.

01/04/2013

Independence

SUP 3.5.2

A firm must take reasonable steps to ensure that the auditor which it appoints is independent of the firm.

01/04/2013

SUP 3.5.3

If a firm becomes aware at any time that its auditor is not independent of the firm, it must take reasonable steps to ensure that it has an auditor independent of the firm. The firm must notify the FCA and the PRA (if it is a PRA-authorised firm) or the FCA (in all other cases) if independence is not achieved within a reasonable time.

01/04/2013

SUP 3.5.4

The appropriate regulator will regard an auditor as independent if his appointment or retention does not breach the ethical guidance in current issue from the auditor's recognised supervisory body on the appointment of an auditor in circumstances which could give rise to conflicts of interest.

01/04/2013

SUP 3.5.5

Firms are reminded that the Building Societies Act 1986 and Friendly Societies Act 1992 provide that an auditor who is ineligible under section 27 of the Companies Act 1989 where applicable, otherwise sections 1214 and 1215 of the Companies Act 2006 for appointment as auditor of a company (which is a subsidiary undertaking of a building society or a subsidiary of a friendly society) is ineligible for appointment as auditor to the building society or friendly society concerned.

01/04/2013

SUP 3.6

Firms' cooperation with their auditors

01/12/2004

SUP 3.6.1

A firm must cooperate with its auditor in the discharge of his duties under this chapter.

01/04/2013

Auditor's access to accounting records

SUP 3.6.2

In complying with SUP 3.6.1 R, a firm should give a right of access at all times to the firm's accounting and other records, in whatever form they are held, and documents relating to its business. A firm should allow its auditor to copy documents or other material on the premises of the firm and to remove copies or hold them elsewhere, or give him such copies on request.

01/04/2013

SUP 3.6.3

Section 341 of the Act (Access to books etc.) provides that an auditor of a firm appointed under SUP 3.3.2 R:

(1) has a right of access at all times to the firm's books, accounts and vouchers; and

(2) is entitled to require from the firm's officers such information and explanations as he reasonably considers necessary for the performance of his duties as auditor.

01/04/2013

SUP 3.6.4

Section 389A of the Companies Act 1985 where applicable, otherwise sections 499 and 500 of the Companies Act 2006, section 79 of the Building Societies Act 1986 and section 75 of the Friendly Societies Act 1992 give similar rights to auditors of companies, building societies and friendly societies respectively.

01/04/2013

SUP 3.6.5

Section 413 (Protected items), under which no person may be required under the Act to produce, disclose or permit the inspection of protected items, is relevant to SUP 3.6.1 R and SUP 3.6.3 G.

01/04/2013

Access and cooperation: appointed representatives, material outsourcing, employees

SUP 3.6.6

In complying with SUP 3.6.1 R, a firm should take reasonable steps to ensure that each of its appointed representativesor, where applicable, tied agents gives the firm's auditor the same rights of access to the books, accounts and vouchers of the appointed representative or tied agent and entitlement to information and explanations from the appointed representative's or tied agent's officers as are given in respect of the firm by section 341 of the Act (see also SUP 12.5.5 R (3)).

01/04/2013

SUP 3.6.7

In complying with SUP 3.6.1 R, a firm should take reasonable steps to ensure that each of its suppliers under a material outsourcing arrangement gives the firm's auditor the same rights of access to the books, accounts and vouchers of the firm held by the supplier, and entitlement to information and explanations from the supplier's officers as are given in respect of the firm by section 341 of the Act.

01/04/2013

SUP 3.6.8

In complying with SUP 3.6.1 R, a firm should take reasonable steps to ensure that all its employees cooperate with its auditor in the discharge of his duties under this chapter.

01/04/2013

Provision of false or misleading information to auditors

SUP 3.6.9

Firms and their officers, managers and controllers are reminded that, under section 346 of the Act (Provision of false or misleading information to auditor or actuary), knowingly or recklessly giving false information to an auditor appointed under SUP 3.3.2 R constitutes an offence in certain circumstances, which could render them liable to prosecution. This applies even when an auditor is also appointed under an obligation in another enactment.

01/04/2013

SUP 3.7

Notification of matters raised by auditor

01/12/2004

Application

SUP 3.7.1

SUP 3.7 does not apply to an incoming Treaty firm which does not have a top-up permission.

01/04/2013

Notification

SUP 3.7.2

A firm should consider whether it should notify the FCA and the PRA (if it is a PRA-authorised firm) or the FCA (in all other cases) under Principle 11 if:

(1) the firm expects or knows its auditor will qualify his report on the audited annual financial statements or add an explanatory paragraph; or

(2) the firm receives a written communication from its auditor commenting on internal controls (see also SUP 15.3).

01/04/2013

SUP 3.8

Rights and duties of auditors

01/12/2004

Purpose

SUP 3.8.1

The auditor of a firm has various rights and duties to obtain information from the firm and both to enable and to require him to pass information to the appropriate regulator in specified circumstances. This section imposes or gives guidance on those rights and duties.

01/04/2013

Cooperation with the appropriate regulator

SUP 3.8.2

An auditor of a firm must cooperate with the appropriate regulator in the discharge of its functions under the Act.

01/04/2013

SUP 3.8.3

The appropriate regulator may ask the auditor to attend meetings and to supply it with information about the firm. In complying with SUP 3.8.2 R, the auditor should attend such meetings as the appropriate regulator requests and supply it with any information the appropriate regulator may reasonably request about the firm to enable the appropriate regulator to discharge its functions under the Act.

01/04/2013

SUP 3.8.4

An auditor of a firm must give any skilled person appointed by the firm all assistance that person reasonably requires (see SUP 5 and section 166(5) of the Act (Reports by skilled persons)).

01/04/2013

Auditor's independence

SUP 3.8.5

An auditor of a firm must be independent of the firm in performing his duties in respect of that firm.

01/04/2013

SUP 3.8.6

An auditor of a firm must take reasonable steps to satisfy himself that he is free from any conflict of interest in respect of that firm from which bias may reasonably be inferred. He must take appropriate action where this is not the case.

01/04/2013

SUP 3.8.7

SUP 3.5.4 G explains that an auditor whose appointment does not breach the ethical guidance in current issue from the auditor's recognised supervisory body will be regarded as independent by the appropriate regulator .

01/04/2013

Auditors' rights to information

SUP 3.8.8

SUP 3.6.1 R requires a firm to cooperate with its auditor. SUP 3.6.3 G refers to the rights to information which an auditor is granted by the Act. SUP 3.6.4 G refers to similar rights granted by the Companies Act 1985 or where applicable, the Companies Act 2006, the Building Societies Act 1986 and the Friendly Societies Act 1992.

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Communication between the appropriate regulator, the firm and the auditor

SUP 3.8.9

Within the legal constraints that apply, the appropriate regulator may pass on to an auditor any information which it considers relevant to his function. An auditor is bound by the confidentiality provisions set out in Part XXIII of the Act (Public record, disclosure of information and cooperation) in respect of confidential information he receives from the appropriate regulator . An auditor may not pass on such confidential information without lawful authority, for example if an exception applies under the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001 (SI 2001/2188) or with the consent of the person from whom that information was received and (if different) to whom the information relates.

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Auditors' statutory duty to report

SUP 3.8.10

(1) Auditors are subject to regulations made by the Treasury under sections 342(5) and 343(5) of the Act (Information given by auditor or actuary to a regulator). Section 343 and the regulations also apply to an auditor of an authorised person in his capacity as an auditor of a person who has close links with the authorised person.

(2) These regulations oblige auditors to report certain matters to the appropriate regulator. Sections 342(3) and 343(3) of the Act provide that an auditor does not contravene any duty by giving information or expressing an opinion to the appropriate regulator , if he is acting in good faith and he reasonably believes that the information or opinion is relevant to any functions of the appropriate regulator . These provisions continue to have effect after the end of the auditor's term of appointment.
In relation to Lloyd's, an effect of the insurance market direction set out at SUP 3.1.13 D is that sections 342(5) and 343(5) of the Act (Information given by an auditor or actuary to a regulator) apply also to auditors appointed to report on the insurance business of members.

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Termination of term of office, disqualification

SUP 3.8.11

An auditor must notify the appropriate regulator without delay if he:

(1) is removed from office by a firm; or

(2) resigns before his term of office expires; or

(3) is not re-appointed by a firm.

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SUP 3.8.12

If an auditor ceases to be, or is formally notified that he will cease to be, the auditor of a firm, he must notify the appropriate regulator without delay:

(1) of any matter connected with his so ceasing which he thinks ought to be drawn to the appropriate regulator's attention; or

(2) that there is no such matter.

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