For revisorer/revisjonsselskap som reviderer foretak som er registrert i et land utenfor EØS og som utsteder verdipapirer notert på regulert marked i Norge, såkalte tredjelandsrevisorer, er det opprettet et eget register. (Informasjonen finnes kun på engelsk.)
Registration of third-country auditors and audit entities in the Norwegian register of Auditors
The Statutory Audit Directive ( Directive 2006/43/EC), known as the 8th Company Directive, was adopted by the European Parliament and the Council of the European Union on 17 May 2006. Articles 45 and 46 of the Directive contains provisions regarding third country auditors and audit entities. ‘Third-country auditor’ and ‘third-country audit entity’ (hereinafter jointly referred to as third country audit entity) are defined in the Directive as, respectively, a natural person and an entity which carries out audits of the annual or consolidated accounts of a company incorporated in a third country whose transferable securities are admitted to trading on a regulated market in an EU/EEA member state (see Article 2(4) and (5), cf. Article 45).
The crucial factor in deciding whether or not an audit entity is a third-country audit entity is the country in which the company to be audited is registered (domiciled) cf. the Directive Article 2(4) and (5). If the company to be audited is domiciled in a third country, the general rule under Article 45 of the Directive is that the auditor shall be registered with the Norwegian Supervisory Authority (Finanstilsynet) and subject to Finanstilsynet's oversight. The provisions on registration and oversight are designed to increase investor protection.
The registration provisions are based on an assumption that the EU Commission will assess the equivalence of requirements on auditors and systems of public oversight in third countries, see Article 46(2). Several third-country audit entities already audit companies that have registered securities on regulated markets in the EU/EEA. In order for these third-country audit entities to be able to continue to audit these companies until an equivalence assessment is made, the EU Commission established a transitional arrangement for audit entities from a specified group of third countries (Commission Decision of 29 July 2008). The transitional period under the 2008 decision, ceased to exist as of financial years starting 2 July 2010.
By decision 2011/30/EEA of 19 January 2011, the EU Commission has made equivalence assessments under Article 46 regarding 10 countries (hereinafter referred to as “equivalent countries”) and a new and extended transitional period for another 20 countries (hereinafter referred to as the “transitional countries”) for financial years starting during the period from 2 July 2010 until 31 July 2012. Please note that for auditors from USA the equivalent decision under article 1 is only valid until 31 July 2013 cf. article 4.
Please note that Finanstilsynet may exempt registered third-country audit entities from our system of oversight (not registration) if the auditor oversight authority of another EEA country or a third country’s system of quality oversight etc. assessed as equivalent in accordance with the Directive Article 46, has carried out a quality review of the audit entity during the previous 3 years, cf. Regulations on registration and oversight of third-country auditors §4.
The European Commission has yet to establish new standard forms for registration under the 2011 decision. Under Norwegian Law both auditors from the assessed equivalent countries and from the transitional countries are required to seek registration with Finanstilsynet by providing required information. Finanstilsynet will at the time being continue to require that audit entities that fall under the 2011 decision use Form A. Other audit entities shall use Form B.
2. Category I – Equivalent and transitional countries
- To be included in the equivalent or transitional arrangement, the company to be audited must come from a country listed in article 1 or in the Annex to the decision 2011/30/EU. See also the answer to Question 2 in “ FAQ – Form A”.
- Auditors falling within category 1 should send Form A to Finanstilsynet.
- For any questions, see “FAQ – Form A”
3. Category II – Non-transitional countries
- Third-country auditors who audit companies that are not covered by the Commission Decision must apply for full registration by Finanstilsynet, and will as a main rule be subject to oversight in Norway in accordance with the provisions in the Statutory Audits Directive and the Regulation of third country audit entities . See the answer to Question 2 in “ FAQ – Form B”.
- The requirements that need to be met in order to register third-country auditors falling within this category are set out in the Statutory Audits Directive Article 45(5), cf. the Regulations on registration and oversight of third-country auditors. The provisions set requirements in respect of auditors’ good repute, education, examinations and practical training, requirements that a majority of the company’s management and board members shall meet the requirements imposed on auditors, that the company utilizes the International Standards on Auditing (ISAs) and complies with the Directive’s independence requirement or with equivalent standards and requirements, and that the company publishes an annual transparency report on its website.
Finanstilsynet is required to assess in each case whether the third-country auditor meets these requirements prior to registration.
- Auditors falling within category II should send Form B to Finanstilsynet.
- For any questions, see “FAQ – Form B”
The registration form, duly completed, should be sent to:
Finanstilsynet, P.O. Box 1187 Sentrum, NO-0107 Oslo