The Statutory Auditors and Third Country Auditors Regulations 2016

(3A) (1) Any term in a contract which, in relation to the conduct of an audit of a building society, has the effect of restricting the general meeting of the building society's choice of auditor to certain categories or lists of auditors has no effect. (2) If a third party attempts to impose a contractual clause of the kind mentioned in sub-paragraph (1), or to improperly influence the decision of a general meeting of the building society on the selection of an auditor, the directors of the building society must inform the competent authority without delay. (3B) (1) This paragraph applies to the appointment of an auditor or auditors under section 77, where the building society has an audit committee. (2) Before an appointment to which this paragraph applies is made— (a) the audit committee of the building society must make a recommendation to the directors in connection with the appointment, and (b) the directors must propose an auditor or auditors for appointment, including the following information in the proposal— (i) the recommendation made by the audit committee in connection with the appointment, or (ii) if the directors' proposal departs from the preference of the audit committee, the reasons for not following the recommendation. (3) Before the audit committee makes a recommendation or the directors make a proposal under sub-paragraph (2), the committee or directors must carry out a selection procedure in accordance with Article 16(3) of the Audit Regulation. (4) The audit committee must in its recommendation— (a) identify its first and second choice candidates for appointment, (b) give reasons for the choices so identified, (c) state that— (i) the recommendation is free from influence by a third party, and (ii) no contractual term of the kind mentioned in paragraph 3A has been imposed on the building society. (5) Sub-paragraphs (3) and (4) do not apply in relation to a recommendation or proposal for appointment of an auditor or auditors for a financial year (“the relevant financial year”)— (a) if the relevant financial year begins during a transitional period mentioned in sub-paragraph (6); or (b) if— (i) a selection procedure mentioned in sub-paragraph (7) has been carried out in respect of the appointment of the auditor or auditors in relation to a financial year beginning less than ten years before the first day of the relevant financial year; and (ii) the auditor or auditors were appointed for the financial year before the relevant financial year. (6) The transitional periods are— (a) in the case of an auditor who was first appointed for a financial year beginning before 17th June 1994 and who continues to hold office on 17th June 2016, the period which begins on 17th June 2016 and ends on the day before the first day of the first financial year of the building society that begins on or after 17th June 2020; (b) in the case of an auditor who was first appointed for a financial year beginning on or after 17th June 1994 and before 17th June 2003 and who continues to hold office on 17th June 2016, the period which begins on 17th June 2016 and ends on the day before the first day of the first financial year of the building society that begins on or after 17th June 2023. (7) The selection procedures are— (a) a selection procedure which is in accordance with sub-paragraphs (3) and (4); (b) a selection procedure which substantially meets the requirements of Article 16(2) to (5) of the Audit Regulation, having regard to the circumstances at the time (including whether the building society had an audit committee), which was carried out in relation to a financial year which began before 17th June 2016. (3C) (1) This paragraph applies to the appointment of an auditor or auditors under section 77, where the building society does not have an audit committee. (2) Before an appointment to which this paragraph applies is made the directors must propose an auditor or auditors for appointment. (3) Before the directors make a proposal under sub-paragraph (2), they must carry out a selection procedure in accordance with Article 16(3) of the Audit Regulation. (4) Sub-paragraph (3) does not apply in relation to a proposal for appointment of an auditor or auditors for a financial year (“the relevant financial year”)— (a) if the relevant financial year begins during a transitional period mentioned in sub-paragraph (5); or (b) if— (i) a selection procedure mentioned in sub-paragraph (6) has been carried out in respect of the appointment of the auditor or auditors in relation to a financial year beginning less than ten years before the first day of the relevant financial year; and (ii) the auditor or auditors were appointed for the financial year before the relevant financial year. (5) The transitional periods are— (a) in the case of an auditor who was first appointed in respect of a financial year beginning before 17th June 1994 and who continues to hold office on 17th June 2016, the period which begins on 17th June 2016 and ends on the day before the first day of the first financial year of the building society that begins on or after 17th June 2020; (b) in the case of an auditor who was first appointed in respect of a financial year beginning on or after 17th June 1994 and before 17th June 2003 and who continues to hold office on 17th June 2016, the period which begins on 17th June 2016 and ends on the day before the first day of the first financial year of the building society that begins on or after 17th June 2023. (6) The selection procedures are— (a) a selection procedure which is in accordance with sub-paragraph (4); (b) a selection procedure which substantially meets the requirements of Article 16(2) to (5) of the Audit Regulation, having regard to the circumstances at the time (including whether the company had an audit committee), which was carried out in relation to a financial year which began before 17th June 2016.”.

• (b) before paragraph 6 insert—

(5A) (1) The terms of appointment of an auditor or auditors are subject to the requirement that the auditor or auditors cease to hold office at the conclusion of the annual general meeting in respect of the first complete financial year that follows the expiry of the maximum engagement period. (2) In this paragraph— - “the maximum engagement period” means, subject to sub-paragraph (3) and paragraph 5B (which makes transitional provision in relation to auditors appointed before 17th June 2016), whichever of the following periods is longest— 1. the period of ten years beginning with the first day of the first financial year in respect of which the auditor was appointed, 2. the period of twenty years beginning with the first day of the first financial year in respect of which the auditor was appointed, if the selection requirements are satisfied for at least one financial year which begins every ten years in that period, or 3. such other period of no more than twenty years beginning with the first day of the first financial year in respect of which the auditor was appointed and ending on the last day of the relevant ten year period; - “the relevant ten year period” means the period of ten years beginning with the first day of the last financial year— 1. which begins within ten years of the first day of the first financial year in respect of which the auditor was appointed, and 2. in respect of which the auditor was reappointed following the carrying out of a selection procedure in accordance with the selection requirements; and - “the selection requirements” means— 1. the requirements of paragraph 3B(3) and (4) if the building society has an audit committee, or 2. the requirements of paragraph 3C(3) if the building society does not have an audit committee. (3) The maximum engagement period may be extended by a period of up to two years with the approval of the competent authority, provided that— (a) in a case where the period within paragraph (a) of the definition of “the maximum engagement period” is being extended, the appointment of the auditor for the first complete financial year following the end of that period is made following the carrying out of a selection procedure in accordance with the selection requirements; and (b) in all cases, the competent authority is satisfied that exceptional circumstances exist. (4) An auditor is ineligible for appointment as auditor if— (a) within the four years preceding the start of the financial year to which that appointment relates the auditor has ceased by virtue of sub-paragraph (1) to hold office as auditor of that building society, or (b) the auditor is a member of the same network as an auditor who within the four years preceding the start of the financial year to which that appointment relates has ceased by virtue of that sub-paragraph to hold office as auditor of that building society. (5) In this paragraph, “network” means an association of persons other than a firm co-operating in audit work by way of— (a) profit-sharing; (b) cost-sharing; (c) common ownership, control or management; (d) common quality control policies and procedures; (e) common business strategy; or (f) use of a common name. (5B) (1) In the case of an auditor who was first appointed in respect of a financial year beginning before 17th June 1994 and who continues to hold office on 17th June 2016, “the maximum engagement period” means the period ending on the day before the first day of the first financial year of the building society that begins on or after 17th June 2020. (2) In the case of an auditor who was first appointed in respect of a financial year beginning on or after 17th June 1994 and before 17th June 2003 and who continues to hold office on 17th June 2016, “the maximum engagement period” means the period ending on the day before the first day of the first financial year of the building society that begins on or after 17th June 2023. (3) In the case of an auditor who was first appointed in respect of a financial year beginning on or after 17th June 2003 and before 17th June 2016 and who continues to hold office on 17th June 2016, “the maximum engagement period” means whichever of the following periods is longest— (a) the period ending on whichever is the later of— (i) the day before the first day of the first financial year of the building society that begins on or after 17th June 2016; (ii) the last day of the period of ten years beginning with the first day of the first financial year of the building society in respect of which the auditor was appointed. (b) the period of twenty years beginning with the first day of the first financial year in respect of which the auditor was appointed, if the selection requirements are satisfied for at least one financial year which begins every ten years in the period beginning on 17th June 2007, or (c) such other period of no more than twenty years beginning with the first day of the first financial year in respect of which the auditor was appointed and ending on the last day of the relevant ten year period. (4) In this paragraph— - “the relevant ten year period” means the period of ten years beginning with the first day of the last financial year— 1. which begins either within ten years of the first day of the first financial year in respect of which the auditor was appointed or if later, on or before 16th June 2017, and 2. in respect of which the auditor was reappointed following the carrying out of a selection procedure in accordance with the selection requirements; - “the selection requirements” means— 1. in relation to a financial year beginning on or after 17th June 2016— 1. the requirements of paragraph 3B(3) and (4) if the building society has an audit committee, or 2. the requirements of paragraph 3C(3) if the building society does not have an audit committee, 2. in relation to a financial year beginning before 17th June 2016, the requirement that the building society carries out a tender process which substantially meets the requirements of Article 16(2) to (5) of the Audit Regulation, having regard to the circumstances at the time (including whether the building society had an audit committee). (5) The maximum engagement period may be extended by a period of up to two years with the approval of the competent authority, provided that— (a) in a case where the period under sub-paragraph (3)(a) is being extended, the appointment of the auditor for the first complete financial year following the end of that period is made following the carrying out of a selection procedure in accordance with the selection requirements; and (b) in all cases, the competent authority is satisfied that exceptional circumstances exist.

• (c) after paragraph 6(4) insert—

(5) An auditor may not be removed from office before the expiration of that auditor's term of office except— (a) by resolution under this paragraph, or (b) in accordance with paragraph 6ZA.

• (d) after paragraph 6 insert—

(6ZA) (1) The competent authority may apply to the High Court for an order removing an auditor of a building society from office if the authority considers that there are proper grounds for removing the auditor from office. (2) The members of a building society may apply to the High Court for an order removing an auditor of the building society from office if the applicant or applicants consider that there are proper grounds for removing the auditor from office. (3) If the court is satisfied, on hearing an application under sub-paragraph (1), that there are proper grounds for removing the auditor from office, it may make an order removing the auditor from office. (4) If the court is satisfied, on hearing an application under sub-paragraph (2), that— (a) the applicants represent in total— (i) not less than 5% of the voting rights of all the members having a right to vote at a general meeting of the building society, or (ii) not less than 5% in nominal value of the amount standing to the credit of shares in a building society as shown by the latest balance sheet, and (b) there are proper grounds for removing the auditor from office, the court may make an order removing the auditor from office. (5) For the purposes of this paragraph, divergence of opinions on accounting treatments or audit procedures are not to be taken to be proper grounds for removing an auditor from office.

• (e) in paragraph 6A(1) , after “removed from office” insert “ , other than by order of the High Court made under paragraph 6ZA, ”;

• (f) for the heading to paragraph 8C substitute “Interpretation”; and

• (g) for paragraph 8C substitute—

(8C) In this Schedule— - “appropriate audit authority” means— 1. the Secretary of State, or 2. if the Secretary of State has delegated functions under section 1252 of the Companies Act 2006 to a body whose functions include receiving the equivalent notice under section 522 or 523 of that Act, that body; - “audit committee” means a body which performs the functions referred to in Article 39(6) of Directive 2006/43/EC of the European Parliament and of the Council on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC, or equivalent functions; - “Audit Regulation” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities and repealing Commission Decision 2005/989/EC; and - “competent authority” means the Financial Reporting Council Limited .

SCHEDULE 5 — Amendments to other enactments

Amendments to Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004

1

• (1) Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 is amended as follows.

• (2) In section 15D(4) (permitted disclosure of information obtained under compulsory powers)—

• (a) for paragraph (aa) substitute—

(aa) for the purposes of facilitating— (i) the carrying out of inspections under paragraph 1 of Schedule 12 to the Companies Act 2006 (arrangements for independent monitoring of audits of UK-traded non-EEA companies); or (ii) the carrying out of investigations under paragraph 2 of that Schedule (arrangements for independent investigations for disciplinary purposes).

• (b) after paragraph (aa) insert—

(ab) for the purposes of enabling the competent authority to exercise its functions under the Statutory Auditors and Third Country Auditors Regulations 2016 or under Regulation (EU) 537/2014 on specific requirements regarding statutory audit of public interest entities;

• (3) In section 16(2) (grants to bodies concerned with accounting standards etc), after paragraph (e) insert—

(ea) exercising the functions of the competent authority under the Statutory Auditors and Third Country Auditors Regulations 2016 and under Regulation (EU) 537/2014 on specific requirements regarding statutory audit of public interest entities;

Amendments to Schedule 5 to the Local Audit and Accountability Act 2014

2

• (1) The Local Audit and Accountability Act 2014 is amended as follows.

• (2) In Schedule 5, for paragraph 1(3), substitute—

(3) The reference in sub-paragraph (1) to Part 42 of the Companies Act 2006— (a) includes sections 1288, 1289, 1290 and 1292 of that Act (regulations and orders) as they apply in relation to that Part; (b) does not include the amendments made to that Part by the Statutory Auditors and Third Country Auditors Regulations 2016.

Signed

Neville-Rolfe — Parliamentary Under Secretary of State for Business, Innovation and Skills — 2016-06-15

Explanatory note

(This note is not part of the Regulations)

Footnotes

[^f00001]: S.I. 2007/1679.

[^f00002]: 1972 c. 68. Section 2(2) was amended by section 27 of the Legislation and Regulatory Reform Act 2006 (c. 51) and section 3 of, and Part 1 of the Schedule to, the European Union (Amendment) Act 2008 (c. 7).

[^f00003]: 2004 c. 27. Section 18A was inserted by section 38 of the Small Business, Enterprise and Employment Act 2015 (c. 26): see section 18A(5) for the definition of “specified”.

[^f00004]: 2006 c. 46.

[^f00005]: S.I. 2008/1911. Relevant amending instruments are S.I. 2009/1804 and S.I. 2016/575.

[^f00006]: 2006 c. 46.

[^f00007]: OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

[^f00008]: OJ L 158/77 27.05.14.

[^f00009]: Section 495 was amended by S.I. 2013/3008. Section 496 was substituted by S.I. 2015/980. Section 497A was inserted by S.I. 2009/1581 and substituted by S.I. 2015/980; there are other amendments but none is relevant. Section 498 was amended by S.I. 2008/393 and 2013/1970. Section 498A was inserted by S.I. 2009/1581.

[^f00010]: S.I. 2008/569.

[^f00011]: S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

[^f00012]: S.I. 2008/567, amended by S.I. 2013/472.

[^f00013]: S.I. 2008/565, amended by S.I. 2013/472 and S.I. 2014/1815.

[^f00014]: 1986 c. 53. Section 78 was amended by paragraph 7 of Schedule 9 to the Financial Services (Banking Reform) Act 2013 (c. 33), and S.I. 1995/3233, 2004/3380 and 2008/1519. Section 78A was inserted by S.I. 2004/3380, and sections 78A to 78D were substituted for section 78 by S.I. 2008/1519. Sections 78C and 78D were amended by S.I. 2013/496. Section 79 was amended by paragraph 34 of Schedule 7 and Schedule 9 to the Building Society Act 1997 (c. 32), S.I. 2001/2617 and 2008/1519.

[^f00015]: 1992 c. 40. Section 73 was amended by S.I. 2001/2617, 2005/2211 and 2008/1140. Sections 74 to 74C were substituted for section 74 as originally enacted by S.I. 2008/1140. Sections 74B and 74C were amended by S.I. 2013/496.

[^f00016]: Section 78A was inserted by S.I. 2005/2211 and amended by S.I. 2008/948 and 2008/1140.

[^f00017]: S.I. 2008/1950, amended by S.I. 2013/472.

[^f00018]: A company registered in England and Wales with number 02486368.

[^f00019]: 1998 c. 29.

[^f00020]: OJ No. L 176 27.06.13, p. 1.

[^f00021]: OJ No. L 176 27.06.13., p.338.

[^f00022]: OJ No. L 374 31.12.91, p .7.

[^f00023]: 2000 c. 8. See sections 102A(6) and 103(1).

[^f00024]: OJ No. L 145 30.04.04, p. 1.

[^f00025]: S.I. 2008/1911.

[^f00026]: S.I. 2008/569.

[^f00027]: S.I. 2009/2436.

[^f00028]: S.I. 2008/567.

[^f00029]: S.I. 2008/565.

[^f00030]: 1986 c. 53.

[^f00031]: 1992 c. 40.

[^f00032]: OJ No. L 374 31.12.91, p .7.

[^f00033]: S.I. 2008/1950.

[^f00034]: 1838 c. 110, amended by S.I. 1993/564 and S.I. 1998/2940.

[^f00035]: S.I. 2008/489. There are no relevant amending instruments.

[^f00036]: S.I. 2012/1741.

[^f00037]: S.I. 2013/1672.

[^f00038]: S.I. 2007/3494.

[^f00039]: S.I. 2010/2537, amended by S.I. 2013/1672.

[^f00040]: S.I. 2016/571.

[^f00041]: 2015 c. 26.

[^f00042]: 1911 c. 6.

[^f00043]: 1995 c. 39.

[^f00044]: S.I. 1979/1714 (N.I. 19).

[^f00045]: 1971 c. 80.

[^f00046]: Section 461 was amended by S.I. 2012/1439.

[^f00047]: Paragraph (aa) was inserted by S.I. 2012/1439.

[^f00048]: S.I. 2016/649.

[^f00049]: OJ No. L 345, 31.12.2003, p.64.

[^f00050]: Article 2(1)(t) was inserted by Directive 2010/73/EU of the European Parliament and of the Council (OJ No L 327, 11.12.2010, p1).

[^f00051]: OJ No L 345, 31.12.2003, p.64-89.

[^f00052]: OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

[^f00053]: 2000 c. 8.

[^f00054]: Section 102A was inserted by S.I. 2005/1433 and amended by S.I. 2015/1755.

[^f00055]: O.J. L176 27.06.2013, p.1-337.

[^f00056]: O.J. L176 27.06.2013, p. 338-436.

[^f00057]: O.J. L374 31.12.1991 p. 7-31.

[^f00058]: Section 103 was substituted by S.I. 2005/1433 and amended by paragraphs 1 and 11 of Schedule 15 to the Companies Act 2006 (c. 46). There are other amendments but none is relevant.

[^f00059]: O.J. L145 30.04.2004, p. 1-44.

[^f00060]: Section 495 was amended by S.I. 2013/3008.

[^f00061]: Section 496 was substituted by S.I. 2015/980.

[^f00062]: Section 497A was inserted by S.I. 2009/1581 and substituted by S.I. 2015/980.

[^f00063]: Section 498 was amended by S.I. 2008/393 and S.I. 2013/1970.

[^f00064]: Section 514 was amended by section 18 of, and paragraphs 13 and 14 of Schedule 5 to, the Deregulation Act 2015 (c. 20).

[^f00065]: Section 515 was amended by section of, and paragraphs 13 and 15 of Schedule 5 to, the Deregulation Act 2015.

[^f00066]: Section 519A was inserted by section 18 of the Deregulation Act 2015.

[^f00067]: OJ No L 176, 27.6.2013, p.1-337.

[^f00068]: OJ No L 176, 27.6.2013, p. 338- 436.

[^f00069]: OJ No L 374, 31.12.1991, p.7- 31.

[^f00070]: Section 102A was substituted by S.I. 2005/1433 and amended by S.I. 2015/1755.

[^f00071]: Section 103 was substituted for section 103 by S.I. 2005/1433 and amended by paragraph 11(2) of Schedule 15(1) to the Companies Act 2006 (c.46).

[^f00072]: OJ No L 145, 30.4.2004, p.1- 44.

[^f00073]: OJ No L 158, 27.5.2014, p.77-112.

[^f00074]: A company registered in England and Wales with number 02486368.

[^f00075]: Section 1217 was amended by S.I.2007/3494.

[^f00076]: Section 1223A was inserted by S.I. 2007/3494.

[^f00077]: Section 1224A was inserted by S.I. 2007/3494 and amended by S.I. 2011/1856.

[^f00078]: Section 1225, 1225A-1225G was substituted for section 1225 by S.I. 2012/1741.

[^f00079]: Sections 1229(2), 1229(2A) and 1229(3A) were inserted by S.I. 2007/3494.

[^f00080]: Section 1239 was amended by S.I. 2007/3494.

[^f00081]: Section 1251A was inserted by S.I. 2007/3494.

[^f00082]: Section 1253 was amended by S.I. 2013/1672.

[^f00083]: Paragraph 23(1) was substituted for paragraph 23(1) by S.I. 2012/1741.

[^f00084]: Paragraph 23A was inserted by S.I. 2011/1856 and amended by S.I. 2013/1672.

[^f00085]: Paragraph 24(1) and (1A) were substituted for paragraph 24(1) by S.I. 2012/1741.

[^f00086]: Section 1253B was inserted by S.I. 2007/3494.

[^f00087]: Section 1253C was inserted by S.I. 2007/3494 and amended by S.I. 2011/1043.

[^f00088]: Sections 1253D-1253DE were substituted for section 1253D by S.I. 2010/2537.

[^f00089]: Section 1253DE(1) was amended by S.I. 2010/2537.

[^f00090]: Section 1254 was amended by S.I. 2007/3494 and 2011/1043.

[^f00091]: Section 1262 was amended by S.I. 2007/3494.

[^f00092]: Section 78 was amended by paragraphs 1 and 7 of Schedule 9 to the Financial Services (Banking Reform) Act 2013 (c. 33) and by S.I. 1995/3233, 2004/3380, 2008/1519.

[^f00093]: Section 78A was inserted by S.I. 2004/3380 and then substituted by S.I 2008/1519.

[^f00094]: Section 78C was inserted by S.I. 2004/3380 and then substituted by S.I. 2008/1519; it was amended by S.I. 2013/496.

[^f00095]: Section 78D was inserted by S.I. 2004/3380 and then substituted by S.I. 2008/1519; it was amended by S.I. 2013/496.

[^f00096]: Section 79 was amended by paragraph 34 of Schedule 7, and Schedule 9, to the Building Societies Act 1997 (c. 32) and by S.I. 2001/2617 and 2008/1519.

[^f00097]: Paragraph 6A was inserted by S.I. 2008/1519.

[^f00098]: Paragraph 8C was inserted by S.I. 2008/1519.

[^f00099]: 2006 c. 46.

[^f00100]: Section 522 was amended by S.I. 2015/1732.

[^f00101]: Section 523 was amended by section 18 of the Deregulation Act 2015.

[^f00102]: A company registered in England and Wales with number 02486368.

[^f00103]: 2014 c. 2.

[^f00104]: OJ No. L 158, 27.05.14.

[^f00105]: OJ L 158/77 27.05.14.

Editorial notes

[^c23154771]: S.I. 2007/1679.

[^c23154781]: 1972 c. 68. Section 2(2) was amended by section 27 of the Legislation and Regulatory Reform Act 2006 (c. 51) and section 3 of, and Part 1 of the Schedule to, the European Union (Amendment) Act 2008 (c. 7).

[^c23154791]: 2004 c. 27. Section 18A was inserted by section 38 of the Small Business, Enterprise and Employment Act 2015 (c. 26): see section 18A(5) for the definition of “specified”.

[^c23154801]: 2006 c. 46.

[^c23154811]: S.I. 2008/1911. Relevant amending instruments are S.I. 2009/1804 and S.I. 2016/575.

[^c23154821]: 2006 c. 46.

[^c23154831]: OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

[^c23154841]: OJ L 158/77 27.05.14.

[^c23154851]: Section 495 was amended by S.I. 2013/3008. Section 496 was substituted by S.I. 2015/980. Section 497A was inserted by S.I. 2009/1581 and substituted by S.I. 2015/980; there are other amendments but none is relevant. Section 498 was amended by S.I. 2008/393 and 2013/1970. Section 498A was inserted by S.I. 2009/1581.

[^c23154861]: S.I. 2008/569.

[^c23154871]: S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

[^c23154891]: S.I. 2008/565, amended by S.I. 2013/472 and S.I. 2014/1815.

[^c23154901]: 1986 c. 53. Section 78 was amended by paragraph 7 of Schedule 9 to the Financial Services (Banking Reform) Act 2013 (c. 33), and S.I. 1995/3233, 2004/3380 and 2008/1519. Section 78A was inserted by S.I. 2004/3380, and sections 78A to 78D were substituted for section 78 by S.I. 2008/1519. Sections 78C and 78D were amended by S.I. 2013/496. Section 79 was amended by paragraph 34 of Schedule 7 and Schedule 9 to the Building Society Act 1997 (c. 32), S.I. 2001/2617 and 2008/1519.

[^c23154911]: 1992 c. 40. Section 73 was amended by S.I. 2001/2617, 2005/2211 and 2008/1140. Sections 74 to 74C were substituted for section 74 as originally enacted by S.I. 2008/1140. Sections 74B and 74C were amended by S.I. 2013/496.

[^c23154931]: S.I. 2008/1950, amended by S.I. 2013/472.

[^c23154941]: A company registered in England and Wales with number 02486368.

[^c23154951]: 1998 c. 29.

[^c23154961]: OJ No. L 176 27.06.13, p. 1.

[^c23154971]: OJ No. L 176 27.06.13., p.338.

[^c23154991]: 2000 c. 8. See sections 102A(6) and 103(1).

[^c23155011]: S.I. 2008/1911.

[^c23155021]: S.I. 2008/569.

[^c23155031]: S.I. 2009/2436.

[^c23155051]: S.I. 2008/565.

[^c23155061]: 1986 c. 53.

[^c23155071]: 1992 c. 40.

[^c23155091]: S.I. 2008/1950.

[^c23155101]: 1838 c. 110, amended by S.I. 1993/564 and S.I. 1998/2940.

[^c23155111]: S.I. 2008/489. There are no relevant amending instruments.

[^c23155121]: S.I. 2012/1741.

[^c23155131]: S.I. 2013/1672.

[^c23155141]: S.I. 2007/3494.

[^c23155151]: S.I. 2010/2537, amended by S.I. 2013/1672.

[^c23155161]: S.I. 2016/571.

[^c23155171]: 2015 c. 26.

[^c23155181]: 1911 c. 6.

[^c23155191]: 1995 c. 39.

[^c23155201]: S.I. 1979/1714 (N.I. 19).

[^c23155211]: 1971 c. 80.

[^c23155221]: Section 461 was amended by S.I. 2012/1439.

[^c23155231]: Paragraph (aa) was inserted by S.I. 2012/1439.

[^c23155241]: S.I. 2016/649.

[^c23155251]: OJ No. L 345, 31.12.2003, p.64.

[^c23155261]: Article 2(1)(t) was inserted by Directive 2010/73/EU of the European Parliament and of the Council (OJ No L 327, 11.12.2010, p1).

[^c23155271]: OJ No L 345, 31.12.2003, p.64-89.

[^c23155281]: OJ L 157/87 09.06.06. This Directive was amended by Directives 2008/30/EC, 2013/34/EU and 2014/56/EU.

[^c23155291]: 2000 c. 8.

[^c23155301]: Section 102A was inserted by S.I. 2005/1433 and amended by S.I. 2015/1755.

[^c23155311]: O.J. L176 27.06.2013, p.1-337.

[^c23155321]: O.J. L176 27.06.2013, p. 338-436.

[^c23155331]: O.J. L374 31.12.1991 p. 7-31.

[^c23155341]: Section 103 was substituted by S.I. 2005/1433 and amended by paragraphs 1 and 11 of Schedule 15 to the Companies Act 2006 (c. 46). There are other amendments but none is relevant.

[^c23155351]: O.J. L145 30.04.2004, p. 1-44.

[^c23155361]: Section 495 was amended by S.I. 2013/3008.

[^c23155371]: Section 496 was substituted by S.I. 2015/980.

[^c23155381]: Section 497A was inserted by S.I. 2009/1581 and substituted by S.I. 2015/980.

[^c23155391]: Section 498 was amended by S.I. 2008/393 and S.I. 2013/1970.

[^c23155401]: Section 514 was amended by section 18 of, and paragraphs 13 and 14 of Schedule 5 to, the Deregulation Act 2015 (c. 20).

[^c23155411]: Section 515 was amended by section of, and paragraphs 13 and 15 of Schedule 5 to, the Deregulation Act 2015.

[^c23155421]: Section 519A was inserted by section 18 of the Deregulation Act 2015.

[^c23155431]: OJ No L 176, 27.6.2013, p.1-337.

[^c23155441]: OJ No L 176, 27.6.2013, p. 338- 436.

[^c23155451]: OJ No L 374, 31.12.1991, p.7- 31.

[^c23155461]: Section 102A was substituted by S.I. 2005/1433 and amended by S.I. 2015/1755.

[^c23155471]: Section 103 was substituted for section 103 by S.I. 2005/1433 and amended by paragraph 11(2) of Schedule 15(1) to the Companies Act 2006 (c.46).

[^c23155481]: OJ No L 145, 30.4.2004, p.1- 44.

[^c23155491]: OJ No L 158, 27.5.2014, p.77-112.

[^c23155501]: A company registered in England and Wales with number 02486368.

[^c23155511]: Section 1217 was amended by S.I.2007/3494.

[^c23155521]: Section 1223A was inserted by S.I. 2007/3494.

[^c23155531]: Section 1224A was inserted by S.I. 2007/3494 and amended by S.I. 2011/1856.

[^c23155541]: Section 1225, 1225A-1225G was substituted for section 1225 by S.I. 2012/1741.

[^c23155551]: Sections 1229(2), 1229(2A) and 1229(3A) were inserted by S.I. 2007/3494.

[^c23155561]: Section 1239 was amended by S.I. 2007/3494.

[^c23155571]: Section 1251A was inserted by S.I. 2007/3494.

[^c23155581]: Section 1253 was amended by S.I. 2013/1672.

[^c23155591]: Paragraph 23(1) was substituted for paragraph 23(1) by S.I. 2012/1741.

[^c23155601]: Paragraph 23A was inserted by S.I. 2011/1856 and amended by S.I. 2013/1672.

[^c23155611]: Paragraph 24(1) and (1A) were substituted for paragraph 24(1) by S.I. 2012/1741.

[^c23155621]: Section 1253B was inserted by S.I. 2007/3494.

[^c23155631]: Section 1253C was inserted by S.I. 2007/3494 and amended by S.I. 2011/1043.

[^c23155641]: Sections 1253D-1253DE were substituted for section 1253D by S.I. 2010/2537.

[^c23155651]: Section 1253DE(1) was amended by S.I. 2010/2537.

[^c23155661]: Section 1254 was amended by S.I. 2007/3494 and 2011/1043.

[^c23155671]: Section 1262 was amended by S.I. 2007/3494.

[^c23155681]: Section 78 was amended by paragraphs 1 and 7 of Schedule 9 to the Financial Services (Banking Reform) Act 2013 (c. 33) and by S.I. 1995/3233, 2004/3380, 2008/1519.

[^c23155691]: Section 78A was inserted by S.I. 2004/3380 and then substituted by S.I 2008/1519.

[^c23155701]: Section 78C was inserted by S.I. 2004/3380 and then substituted by S.I. 2008/1519; it was amended by S.I. 2013/496.

[^c23155711]: Section 78D was inserted by S.I. 2004/3380 and then substituted by S.I. 2008/1519; it was amended by S.I. 2013/496.

[^c23155721]: Section 79 was amended by paragraph 34 of Schedule 7, and Schedule 9, to the Building Societies Act 1997 (c. 32) and by S.I. 2001/2617 and 2008/1519.

[^c23155731]: Paragraph 6A was inserted by S.I. 2008/1519.

[^c23155741]: Paragraph 8C was inserted by S.I. 2008/1519.

[^c23155751]: 2006 c. 46.

[^c23155761]: Section 522 was amended by S.I. 2015/1732.

[^c23155771]: Section 523 was amended by section 18 of the Deregulation Act 2015.

[^c23155781]: A company registered in England and Wales with number 02486368.

[^c23155791]: 2014 c. 2.

[^c23155801]: OJ No. L 158, 27.05.14.

[^c23155811]: OJ L 158/77 27.05.14.

[^key-d36b241687d18e2a919773173993ee71]: Reg. 12 substituted (1.5.2017) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 14(3)

[^key-da7e11b467f0d7133c04e80d04de93a2]: Words in reg. 5(11)(j) inserted (1.5.2017) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 14(2)

[^key-a87d888e1bf0f1c32babb7d18a481064]: Word in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(a) (with reg. 2(6)(7))

[^key-747d92f252688755a82c6a77d83a4fe9]: Words in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(b) (with reg. 2(6)(7))

[^key-79bfaf8935bd93a61f842bf8262ea2c7]: Word in reg. 2 inserted (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 16(c) (with reg. 2(6)(7))

[^key-5686b750a0790cda8fa612966aa296e9]: Words in reg. 2 repealed (with effect in accordance with reg. 19(2) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 4 (with reg. 2(6)(7))

[^key-9aff6282a0579b2505e791e3a0f99473]: Words in reg. 5(11) repealed (with effect in accordance with reg. 19(2) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 4 (with reg. 2(6)(7))

[^key-58bc7aa56132b6d8eb7162645cdfdf44]: Reg. 13A inserted (22.2.2019) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 107

[^key-f3ffec660feafbce7c94fb394253759d]: Words in reg. 3(2)(b) substituted (22.2.2019) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 106(a)

[^key-57508cf100c2aa19f5385f71af5bc93b]: Reg. 3(5A)(5B) inserted (22.2.2019) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 106(b)

[^key-775eb232de94e8b3350de0bac18813f9]: Reg. 3(14)(15) inserted (22.2.2019) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 106(c)

[^key-a8a23999b7cd6eaf54294127d7cf4cda]: Words in Sch. 1 para. 1 substituted (21.2.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/108), regs. 1(2)(b), 17(2)

[^key-4b7336a5abdb716416c6617398220e4a]: Words in Sch. 1 para. 2(4)(a) substituted (21.2.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/108), regs. 1(2)(b), 17(3)

[^key-48ab7087fbff73a0d0bd14ad1e439f1f]: Words in Sch. 1 para. 6 substituted (21.2.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/108), regs. 1(2)(b), 17(4)

[^key-5a95d866f6eec7082d86e54e2c737b7e]: Word in Sch. 1 para. 15(1)(e)(i) substituted (21.2.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/108), regs. 1(2)(b), 17(5)

[^key-5b91ff845e8d6b0baf66ea9d309fce56]: Word in Sch. 1 para. 15(2) substituted (21.2.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/108), regs. 1(2)(b), 17(5)

[^key-c4a34703ea5677132114ad9be54d9274]: Words in reg. 5(11) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 69; 2020 c. 1, Sch. 5 para. 1(1)

[^key-3380c2122513cc95c9626f082a51f107]: Reg. 9(6)(b)(ii)(iii) substituted for reg. 9(6)(b)(ii) (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 70(a) (as amended by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 15(e)); 2020 c. 1, Sch. 5 para. 1(1)

[^key-ed7369b482e8e9af73a97e7fbcbcb7dd]: Words in reg. 9(7)(b)(i) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 70(b); 2020 c. 1, Sch. 5 para. 1(1)

[^key-62384de8e295147c76c9376da7c12c2c]: Word in reg. 9(12) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 70(c); 2020 c. 1, Sch. 5 para. 1(1)

[^key-829cdfe7a1ae7802fbb34cf54b6271f9]: Reg. 11(2)(a) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(a); 2020 c. 1, Sch. 5 para. 1(1)

[^key-ebe5b74d59351f98a4d2cb07c553c753]: Words in reg. 11(2)(b)(i) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(b); 2020 c. 1, Sch. 5 para. 1(1)

[^key-4cd07120ceca4b4ccec81d99e20d7c7c]: Words in reg. 11(2)(b)(ii) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(c); 2020 c. 1, Sch. 5 para. 1(1)

[^key-a31398f2e555d29d2311b17b545d442a]: Words in reg. 11(8) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(e)(i); 2020 c. 1, Sch. 5 para. 1(1)

[^key-43c9cc03bc350d766363bcfb58383ed4]: Words in reg. 11(8) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(e)(ii); 2020 c. 1, Sch. 5 para. 1(1)

[^key-ee1d7f006a128e22a9741feb8fcdafa0]: Words in reg. 11(8) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(e)(iii); 2020 c. 1, Sch. 5 para. 1(1)

[^key-1fc81e7c881de687ffbf85ab90390439]: Words in reg. 11(4) inserted (31.12.2020) by S.I. 2019/177, reg. 71(d)(i) (as amended by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 15(f)

[^key-b45ff60e48c38e52ac6760dbfa16bc30]: Words in reg. 21 heading substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 72(a); 2020 c. 1, Sch. 5 para. 1(1)

[^key-71bb819d14a6c5d2596cd9d63e27eebe]: Words in reg. 21(2) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 72(c); 2020 c. 1, Sch. 5 para. 1(1)

[^key-0e887e4c45ab391c40002a053e69a084]: Words in reg. 21(1) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 72(b); 2020 c. 1, Sch. 5 para. 1(1)

[^key-b2d03bd7f08c99369dfd66bce69f0ac2]: Reg. 24(3) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 73; 2020 c. 1, Sch. 5 para. 1(1)

[^key-3e0836587a3a3014845960e0e87aa1e5]: Sch. 1 para. 16(2)(a) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(d); 2020 c. 1, Sch. 5 para. 1(1)

[^key-725bd2aba148d7c6271e7d59056b2667]: Words in Sch. 1 para. 8(1)(d) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(a)(i); 2020 c. 1, Sch. 5 para. 1(1)

[^key-3138a3a53db63807dde98f8dd4a8cd32]: Words in Sch. 1 para. 8(1)(d) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(a)(ii); 2020 c. 1, Sch. 5 para. 1(1)

[^key-dd653a8724d7cee3798b72e3f74bf3a1]: Reg. 4(3A)(3B) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(f); 2020 c. 1, Sch. 5 para. 1(1)

[^key-0dfc36efe26932b4b31af298efc10b8e]: Words in reg. 4(2)(b) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(a) (as amended by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 15(d)); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f07c59e0dc0f7d8dbbcd52e84abd1bc7]: Reg. 4(2)(ba) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(b); 2020 c. 1, Sch. 5 para. 1(1)

[^key-989a9d5203f4069d523e88d10e32b2f9]: Reg. 4(3)(za) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(c); 2020 c. 1, Sch. 5 para. 1(1)

[^key-d046ba2e32e45a2c596024acf0219817]: Words in reg. 4(3)(a) substituted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(d); 2020 c. 1, Sch. 5 para. 1(1)

[^key-53227a578eaf6dcb941bd62873d59136]: Words in reg. 4(3)(b) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(d); 2020 c. 1, Sch. 5 para. 1(1)

[^key-f60e428561d4330e92165981dffee21b]: Word in reg. 4(3)(b)(ii) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 68(e); 2020 c. 1, Sch. 5 para. 1(1)

[^M_F_f1d04ef0-06ee-4ad9-ae76-d27a34db5d6d]: Words in reg. 11(4) inserted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(d)(ii); 2020 c. 1, Sch. 5 para. 1(1)

[^M_F_cecba76b-9b17-427c-96d4-80d386ec574b]: Words in reg. 11(4) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(d)(iii); 2020 c. 1, Sch. 5 para. 1(1)

[^M_F_34b3afb1-bf02-4757-fb8f-f1936d21d397]: Words in reg. 11(4) substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 71(d)(iv); 2020 c. 1, Sch. 5 para. 1(1)

[^key-dd6ec5a9a3ba735c7d80cba2bef2ce39]: Words in Sch. 1 para. 15(1)(c)(i) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(c)(i); 2020 c. 1, Sch. 5 para. 1(1)

[^key-8ca4f8ffc5574e4f660a0949087911fc]: Words in Sch. 1 para. 15(1)(e)(i) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(c)(ii); 2020 c. 1, Sch. 5 para. 1(1)

[^key-2efe3bb669f5cd1f5f92f8c85e3d813f]: Words in Sch. 1 para. 15(2)(a) omitted (31.12.2020) by virtue of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 74(c)(iii); 2020 c. 1, Sch. 5 para. 1(1)