Audit Committee

1.1

Unless otherwise stated, this Part applies to:

1. (1) a CRR firm;
2. (2) a UK Solvency II firm;
3. (3) in accordance with Insurance General Application 3, the Society, as modified by 3; and
4. (4) in accordance with Insurance General Application 3, managing agents, as modified by 3.

1.2

This Part does not apply to a firm which is a subsidiary undertaking of a UK parent undertaking where the parent undertaking complies at group level with Chapter 2 or with requirements implementing Article 39 of the Statutory Audit Directive and, where applicable, with Articles 11(1), 11(2) and 16(5) of the Statutory Audit Regulation, provided that:

1. (1) the firm is not significant; or
2. (2) if the firm is significant, its governing body is composed of the same non-executive directors as the governing body of that parent undertaking.

[Note: Art. 39(3)(a) (part) of the Statutory Audit Directive]

1.3

This Part applies to a firm in respect of financial years beginning on or after 17 June 2016.

1.4

In this Part, the following definitions shall apply:

aggregate accounts

means the aggregate accounts required to be prepared by the Council under regulation 18 of the Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008 (SI 2008/1950).

Statutory Audit Directive

means Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 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.

Statutory Audit Regulation

means 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 except that any reference to Article 16 of that Regulation, shall, where and to the extent that the effect of that Article has been reproduced in any of the following enactments in relation to a category of firm, be a reference to that enactment in relation to that category of firm:

1. (1) for private companies, sections 485A to 485C and 494ZA of the Companies Act 2006;
2. (2) for public companies, sections 489A to 489C and 494ZA of the Companies Act 2006;
3. (3) for building societies, paragraphs 3B to 3E of Schedule 11 to the Building Societies Act 1986;
4. (4) for friendly societies, paragraphs 2 to 5 of Schedule 14A to the Friendly Societies Act 1992;
5. (5) for limited liability partnerships, sections 485A to 485C and 494ZA of the Companies Act 2006 as applied by regulations 36 and 38A of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008;
6. (6) for insurance undertakings within the meaning given by regulation 2 of The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008, sections 485A to 485C and 494ZA of the Companies Act 2006 as applied by regulation 6(1A) of those Regulations.

syndicate statutory accounts

means the syndicate’s annual accounts and underwriting year accounts for a financial year prepared under regulations 5(2)(a) and 6(1) of the Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008 (SI 2008/1950).

2.1

Subject to 2.3, a firm must have an audit committee which meets the criteria set out in 2.2 and which is responsible for performing the functions set out in 2.4.

[Note: Art. 39(1) (part) of the Statutory Audit Directive]

2.2

The criteria referred to in 2.1 are:

1. (1) the audit committee must be a committee of the governing body of the firm;
2. (2) the audit committee must be composed only of non-executive directors;
3. (3) at least one member of the audit committee must have competence in accounting and/or auditing;
4. (4) the members of the audit committee as a whole must have competence relevant to the sector in which the firm is operating;
5. (5) a majority of the members, including the chair, of the audit committee of a firm must be independent of the firm provided that:
1. (a) the firm is not significant; or
2. (b) the firm is a significant subsidiary undertaking of a parent undertaking and all members of the parent undertaking’s audit committee are independent of the parent undertaking;
6. (6) subject to (5)(b), all members of the audit committee of a firm that is significant must be independent of the firm; and
7. (7) the chair of the audit committee must be appointed by its members and must be independent of the firm.

[Note: Art. 39(1) (part) of the Statutory Audit Directive]

2.3

A firm may combine its audit committee with its risk committee (if applicable) provided that:

1. (1) the firm is not significant; and
2. (2) the members of the combined committee have the knowledge, skills and expertise required for the exercise of the functions of the risk committee and the audit committee.

[Note: Art. 76(3) CRD]

2.4

A firm must ensure that its audit committee performs at least the following functions:

1. (1) informs the governing body of the firm of the outcome of the statutory audit and explains how the statutory audit contributed to the integrity of financial reporting and what the role of the audit committee was in that process;
2. (2) monitors the financial reporting process and submits recommendations or proposals to ensure its integrity;
3. (3) monitors the effectiveness of the firm’s internal quality control and risk management systems and, where applicable, its internal audit, regarding the financial reporting of the firm, without breaching its independence;
4. (4) monitors the statutory audit of the annual and consolidated financial statements, in particular, its performance, taking into account, where applicable, any findings and conclusions of the Financial Reporting Council Limited pursuant to Article 26(6) of the Statutory Audit Regulation;
5. (5) reviews and monitors the independence of the statutory auditor or the audit firm in accordance with, where applicable, paragraphs 2(3), 2(4), 3, 4(1), 4(2), 5 to 8 and 10 to 12 of Schedule 1 to the Statutory Auditors and Third Country Auditors Regulations 2016 (SI 2016/649) and, where applicable, Article 6 of the Statutory Audit Regulation, and in particular the suitability of the provision of non-audit services to the firm in accordance with Article 5 of the Statutory Audit Regulation; and
6. (6) is responsible for the procedure for the selection of the statutory auditor or audit firm and recommends the statutory auditor or the audit firm to be appointed, where applicable, in accordance with Article 16 of the Statutory Audit Regulation, except when Article 16(8) of the Statutory Audit Regulation is applied.

[Note: Art. 39(6) of the Statutory Audit Directive]

3.1

This Part applies to the Society and managing agents separately.

3.2

For the purposes of complying with 2, a managing agent must establish an audit committee which meets the criteria set out in 2.2 and which is responsible for performing the functions set out in 2.4 in respect of:

1. (1) each syndicate it manages; and
2. (2) any syndicate in respect of which it was the last managing agent to manage during the preceding year and which has no managing agent on 31 December where syndicate statutory accounts are required to be prepared.

3.3

For the purpose of:

1. (1) 2, as applied to the Society, references to “governing body” are to be interpreted as references to the Council.
2. (2) 2.4, as applied to managing agents,
1. (a) references to “statutory audit” and “statutory audit of the annual and consolidated financial statements” are to be interpreted as references to the audit of the syndicate statutory accounts in accordance with the requirements of the Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008 (SI 2008/1950); and
2. (b) references to “statutory auditor” or “audit firm” are to be interpreted as a reference to the statutory auditor or audit firm responsible for the audit of the syndicate statutory accounts referred to in 3.3(2)(a);
3. (3) 2.4(3), as applied to managing agents, the reference to “the financial reporting of the firm” is to be interpreted as a reference to the financial reporting in respect of each syndicate referred to in 3.2 for which the managing agent is responsible; and
4. (4) 2.4, as applied to the Society,
1. (a) references to “statutory audit” and “statutory audit of the annual and consolidated financial statements” are to be interpreted as references to the audit of the aggregate accounts in accordance with the requirements of the Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008 (SI 2008/1950) and the audit of the Society’s group financial statements; and
2. (b) references to “statutory auditor” or “audit firm” are to be interpreted as references to the auditor or audit firm responsible for the audit of the aggregate accounts referred to in 3.3(4)(a) and the audit of the Society’s group financial statements.

4.1

2.2 (6) shall not apply until the commencement of a firm’s financial year beginning on or after 17 June 2018 provided that a majority of the members, including the chair, of the audit committee of a significant firm are independent of the firm.

4.2

Subject to 4.3, a firm that is not significant or is a subsidiary undertaking of a third country parent undertaking may not have an audit committee until the commencement of a firm’s financial year beginning on or after 17 June 2018 if its governing body is performing equivalent functions to an audit committee. In such a case 2.2 (1), 2.2 (2), 2.2 (5), 2.2 (6) and 2.2 (7) shall not apply, and the firm must disclose that the governing body carries out the audit committee’s functions and how its governing body is composed.

4.3

Until the commencement of a firm’s financial year beginning on or after 17 June 2018, where all members of the audit committee are members of the governing body of a firm that is not significant or is a subsidiary undertaking of a third country parent undertaking, the audit committee is to be exempt from the independence requirements laid down in 2.2 (5), 2.2 (6) and 2.2 (7).

4.4

Chapter 2 shall not apply to a significant firm which is a subsidiary undertaking of a UK parent undertaking until the commencement of a firm’s financial year beginning on or after 17 June 2018, where the parent undertaking complies at group level with Chapter 2 or with requirements implementing Article 39 of the Statutory Audit Directive and, where applicable, with Articles 11(1), 11(2) and 16(5) of the Statutory Audit Regulation.