S.I. No. 567/2019 - Companies Act 2014 (Procedures Governing the Conduct of Section 933 Enquiries) Regulations 2019


Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of 15th November, 2019.

The IRISH AUDITING AND ACCOUNTING SUPERVISORY AUTHORITY, in exercise of its powers conferred on it by Section 937 (1) and Section 938 (4) of the Companies Act 2014 , as amended, hereby makes the following regulations:

PART 1

PRELIMINARY AND GENERAL

Citation and application

1. (1) These Regulations may be cited as the Companies Act 2014 (Procedures Governing the Conduct of Section 933 Enquiries) Regulations 2019.

(2) Section 933(2) of the Act provides that, following a complaint or on its own initiative, the Authority may, for the purpose of determining whether a prescribed accountancy body has complied with its approved investigation and disciplinary procedures enquire into—

(a) a decision by that body not to undertake an investigation into a possible breach of its standards by a member;

(b) the conduct of an investigation by that body into a possible breach of its standards by a member; or

(c) any other decision of that body relating to a possible breach of its standards by a member, unless the matter is or has been the subject of an investigation under section 934 relating to that member.

(3) Section 933(3) of the Act provides that, the Authority may, for the purpose of determining whether a recognised accountancy body has complied with the applicable provisions in performing a Part 27 function, enquire into the performance by the body of that function (including, where applicable, enquire into the conduct by that body of an investigation into the conduct of a member of that body).

Commencement

(4) These Regulations come into operation on the 13 day of November 2019.

Revocation

(5) The Companies (Auditing and Accounting) Act 2003 (Procedures Governing the Conduct of Section 23 Enquiries) Regulations 2012 ( S.I. No. 96 of 2012 ) are revoked.

Saver

(6) Nothing in these Regulations shall affect any existing enquiries instituted or on going before the commencement of these Regulations and such enquiries shall continue pursuant to the previous Regulations as if these Regulations had not come into operation.

(7) These Regulations shall be construed in accordance with the Act, as may be amended from time to time.

Interpretation

2. (1) Except where otherwise stated, words and expressions used in these Regulations that are used in the Companies Act 2014 , as amended, shall have the same meaning.

(2) In these Regulations, unless the context otherwise requires—

“the Act” means the Companies Act 2014 , as amended;

“the Act of 1990” means the Companies Act 1990 ;

“Act of 2003” means the Companies (Auditing and Accounting) Act 2003 ;

“adverse finding” means a finding by an Enquiry Committee that a prescribed accountancy body has failed to comply with its approved investigation and disciplinary procedures or that a recognised accountancy body has failed to comply with the applicable provisions in performing a Part 27 function, as appropriate;

“applicable provisions”, in relation to a Part 27 function and a recognised accountancy body, means, in addition to the provision of the Act that confers that function—

(a) any other provisions of the Act or of a statutory instrument made under the Act,

(b) the provisions of any section 931 notice given to the body that are relevant to that function,

(c) the provisions of Regulation (EU) No 537/2014 that are relevant to that function,

and

(d) the provisions of any rule, guideline, term or condition, relevant obligation, or direction, referred to in section 906 of the Act that are relevant to that function,

in accordance with which that function shall be performed by that body;

“approved investigation and disciplinary procedures” means—

(a) in relation to a prescribed accountancy body that is a recognised accountancy

body, the investigation and disciplinary procedures approved under—

(i) section 905(2)(c) of the Act,

(ii) section 9(2)(c) of the Act of 2003, or

(iii) the Act of 1990, whether before or after the amendments of that Act that were made by section 32 of the Act of 2003, and

(b) in relation to any other prescribed accountancy body, the investigation and

disciplinary procedures approved under—

(i) section 905(2)(c) of the Act, or

(ii) section 9(2)(c) of the Act of 2003;

“the Authority” means the Irish Auditing and Accounting Supervisory Authority, and includes any committee established to assist the Authority under section 937(1) of the Act or any officer, employee or person duly authorised pursuant to section 937(3A) or section 937(4) of the Act;

“Chief Executive Officer” means the chief executive officer of the Authority;

“complainant” means a person who has lodged a complaint with the Authority regarding an alleged breach of the approved investigation and disciplinary procedures of a prescribed accountancy body or an alleged failure of a recognised accountancy body to comply with the applicable provisions in performing a Part 27 function;

“Court” means the High Court;

“decision of a prescribed accountancy body” is—

(a) a decision by a prescribed accountancy body not to undertake an investigation into a possible breach of its standards by a member; or

(b) any other decision of a prescribed accountancy body relating to a possible breach of its standards by a member,

and, for the purposes of these Regulations, and in accordance with section 933(16)(a) of the Act, any decision made or any investigation conducted by a disciplinary committee of a prescribed accountancy body is considered to have been made or conducted by the prescribed accountancy body;

“document” includes any books, documents, records, telephone recordings or electronically held information of whatever kind;

“enquiry” means an enquiry initiated under section 933 of the Act;

“Enquiry Committee” means a committee appointed to conduct a full enquiry in accordance with these Regulations;

“full enquiry” means the proceedings to be conducted by an Enquiry Committee;

“member” has the same meaning as is provided for by sections 900(1) and 933(16)(b) of the Act;

“Part 27 function” means a function conferred on a recognised accountancy body by a provision of Part 27 of the Act or of Schedule 19 or 20 of the Act;

“preliminary enquiry” means an enquiry conducted by the Authority in order to determine whether there is a prima facie case that warrants a full enquiry pursuant to section 933(2) or 933(3) as appropriate;

“prescribed accountancy body” means—

(a) a recognised accountancy body; or

(b) any other body of accountants that is prescribed;

“recognised accountancy body” means a body of accountants recognised under section 930 of the Act for the purposes of the relevant provisions;

“relevant body” means—

(a) in relation to an enquiry referred to in section 933(2) of the Act, the prescribed accountancy body the subject of the enquiry, and

(b) in relation to an enquiry referred to in section 933(3) of the Act, the recognised accountancy body the subject of the enquiry;

“relevant person” means—

(a) a member of a recognised accountancy body,

(b) a client or former client of the member,

(c) if the client or former client is a body corporate, a person who is or was an officer, employee or agent of the client or former client, or

(d) any person whom the Authority reasonably believes has information or documents in relation to the particular function other than information or documents the disclosure of which is prohibited or restricted by law;

“relevant provisions” means the provisions of—

(a) Chapter 2 of Part 15 of the Act,

(b) Part 27 of the Act, and

(c) Regulation (EU) No 537/2014;

“Section 933A Agreement” means the agreement which, subject to the requirements of Regulation 13(2), the Authority and the relevant body may, at their absolute discretion, enter into pursuant to section 933A of the Act;

“standards” means the rules, regulations and standards that a prescribed accountancy body applies to its members and to which, by virtue of their membership, they are obliged to adhere.

PART 2

PRELIMINARY ENQUIRY

Decision to initiate a preliminary enquiry by the Authority

3. (1) The Authority, acting on foot of a complaint from a third party or on its own initiative, may initiate a preliminary enquiry to determine whether there should be a full enquiry into:

(a) a decision by a prescribed accountancy body not to undertake an investigation into a possible breach of its standards by a member;

(b) the conduct of an investigation by a prescribed accountancy body into a possible breach of its standards by a member; or

(c) any other decision of a prescribed accountancy body relating to a possible breach of its standards by a member, unless the matter is or has been the subject of an investigation–under section 934 relating to that member,

for the purpose of determining whether that body has complied with the approved investigation and disciplinary procedures.

(2) The Authority, acting on foot of a complaint from a third party or on its own initiative, may initiate a preliminary enquiry to determine whether there should be a full enquiry into the performance by a recognised accountancy body of a Part 27 function (including, where applicable, a full enquiry into the conduct by that body of an investigation into the conduct of a member of that body) for the purpose of determining whether that body has complied with the applicable provisions in performing a Part 27 function.

(3) For the avoidance of doubt, the Authority may exercise any of its powers which are set out in section 933(4)(a) and (b) of the Act at any stage in relation to an enquiry referred to in section 933(2) of the Act and any its powers which are set out in section 933(4)(a) and (c) and section 1523(1) and (4) of the Act at any stage in relation to an enquiry referred to in section 933(3) of the Act.

(4) For the avoidance of doubt, the Authority is not obliged to initiate a preliminary enquiry into every complaint which it receives.

Preliminary Enquiry Process

4. (1) Where the Authority has decided to initiate a preliminary enquiry, it shall notify the relevant body involved of the initiation of the preliminary enquiry and the subject matter of that enquiry.

(2) The Authority shall notify all members of the prescribed accountancy body who were the subject of any decision(s) of the prescribed accountancy body under preliminary enquiry and the complainant, if any, of the initiation of the preliminary enquiry and the subject matter of that enquiry.

(3) For the avoidance of doubt, if the Authority considers it appropriate and in accordance with law, it may notify whoever it thinks fit of the initiation of the preliminary enquiry and of the subject matter of that enquiry.

(4) The Authority shall notify the relevant body of any extension of the subject matter of the preliminary enquiry following an inspection of documentation or a request for information or an inspection.

(5) The Authority shall also notify the complainant, if any, and, where the preliminary enquiry concerns a decision of a prescribed accountancy body, all members of the prescribed accountancy body who were the subject of the decision(s) under examination, of any extension of the subject matter of the preliminary enquiry following an inspection of documentation or a request for information or an inspection, where such extension is relevant to the complainant and such members, if any.

(6) The Authority shall, prior to making a determination as to whether the matter should be referred for a full enquiry, provide the relevant body that is the subject of the preliminary enquiry with an opportunity to comment in writing on any alleged failure(s) of the prescribed accountancy body to comply with its approved investigation or disciplinary procedures or any alleged failure(s) of the recognised accountancy body to comply with the applicable provisions in performing a Part 27 function, as appropriate.

(7) Where the preliminary enquiry concerns a decision of a prescribed accountancy body, the Authority shall, prior to making a determination as to whether the matter should be referred for a full enquiry, provide all members of the prescribed accountancy body who were the subject of the decision(s) under examination, with an opportunity to comment in writing on any alleged failure(s) of the prescribed accountancy body to comply with its approved investigation or disciplinary procedures.

(8) The Authority may also consider any submissions made to it during the preliminary enquiry by any person (including a complainant, a relevant body or a member) if it determines that such submissions are relevant to the matters at issue. It is not possible, however, to guarantee the anonymity of, or the confidentiality of a submission received from any person, including a complainant, who participates in the preliminary enquiry.

(9) As part of its preliminary enquiry, if the Authority considers it appropriate and in accordance with law, it may provide documentation in relation to the enquiry to whomever it thinks fit and allow them the opportunity to comment in writing on that documentation.

(10) Confidential information provided by the Authority to any person, including a relevant body or a member under these Regulations, and any confidential information submitted by the complainant to the Authority under these Regulations, shall remain confidential and shall be treated as information the disclosure of which to any other party is governed by the provisions of section 940 of the Act.

Conclusion of Preliminary Enquiry

5. (1) If the Authority determines

(a) that there is a prima facie case that

(i) a prescribed accountancy body has failed to comply with its approved investigation and disciplinary procedures, or

(ii) a recognised accountancy body has failed to comply with the applicable provisions in performing a Part 27 function,

and

(b) if it determines that the circumstances of the matter are such as to warrant the initiation of a full enquiry into the matter,

the Authority shall refer the matter to an Enquiry Committee for a full enquiry.

(2) The Authority shall notify the relevant body, the members of the prescribed accountancy body who were the subject of any decision(s) of the prescribed accountancy body under enquiry and the complainant, if any, whether or not the matter is referred for a full enquiry.

PART 3

FULL ENQUIRY

Enquiry Committee

6. (1) Where the Authority determines that there is a prima facie case that a prescribed accountancy body has failed to comply with its approved investigation and disciplinary procedures or that that a recognised accountancy body has failed to comply with the applicable provisions in performing a Part 27 function, as appropriate, and if it determines that the circumstances of the matter are such as to warrant the initiation of a full enquiry into the matter, the Authority shall appoint a Committee to conduct the full enquiry on behalf of the Authority (an “Enquiry Committee”).

(2) In establishing such an Enquiry Committee, the Authority shall be deemed to have delegated in accordance with section 937(1) of the Act to that Enquiry Committee such of its functions and powers under section 933 of the Act as are required by the Enquiry Committee to conduct the full enquiry for which these Regulations provide.

(3) Subject to paragraph (4), and in accordance with section 937(1) of the Act, an Enquiry Committee shall consist of persons from one or more of the following categories of persons:

(a) persons who are, at the time the committee is established, directors of the Authority, and

(b) other persons that the Authority considers appropriate.

(4) Neither, the Chief Executive Officer of the Authority nor any member of staff of the Authority shall be a member of an Enquiry Committee.

(5) Each Enquiry Committee shall number at least 3 persons and the majority of each Enquiry Committee shall not be members of a prescribed accountancy body.

(6) Each Enquiry Committee shall have a Chairperson who is appointed by the Chairperson of the Authority.

(7) Any decision of an Enquiry Committee shall be decided by a majority of votes. In case of an equality of votes, the Chairperson of the Enquiry Committee shall have a second or casting vote.

(8) No serving member of the governing body of any prescribed accountancy body, or any officer or employee of any of the prescribed accountancy bodies, may be appointed to an Enquiry Committee.

(9) No person who may have (or may appear to have) any interest in the outcome of the enquiry or any relationship with any party to the matters which are the subject of the enquiry which may create, or appear to create, a conflict of interest may be appointed to an Enquiry Committee.

(10) No person who is a member of the relevant body that is the subject of the enquiry may be appointed to an Enquiry Committee involved in such matter.

(11) A member of staff of the Authority or another person selected and appointed by the Authority may act as Secretary to an Enquiry Committee.

Enquiry Committee Procedure

7. (1) The Authority shall issue a notice to the relevant body and, where the enquiry concerns a decision of a prescribed accountancy body,all members of the prescribed accountancy body who were the subject of the decision(s) under examination, which notice shall:

(a) set out the formal notification of the decision to establish an Enquiry Committee and the compositon of the Enquiry Committee;

(b) identify the allegations;

(c) attach all documents and any other material that will be presented to the Enquiry Committee by the Authority;

(d) specify the Enquiry Committee’s powers of enquiry, including its powers to:

(i) inspect and make copies of all relevant documents in the possession or control of the relevant body;

(ii) if the relevant body falls within paragraph (a) of the definition of ‘relevant body’ require the body to explain why it reached a decision referred to in section 933(2)(a) or (c) of the Act or to explain how it conducted its investigation if the enquiry falls within section 933(2)(b);

(iii) if the relevant body falls within paragraph (b) of the definition of ‘relevant body’ require the body to explain how it complied with the applicable provisions in performing the Part 27 function concerned and, also, where applicable, to explain how it conducted an investigation referred to in section 933(3); and

(iv) conduct oral hearings;

(e) include a statement to the effect that, within a reasonable period of time, as specified by the Authority in the notice, the relevant body and/or a member of a prescribed accountancy body, as appropriate, may make submissions in writing to the Enquiry Committee and request the Enquiry Committee to be permitted to make oral submissions about the matters to which the notice relates; and

(f) include a statement that the Enquiry Committee shall conduct the enquiry irrespective of whether the submissions referred to in subparagraph (e) above are made.

(2) An Enquiry Committee, if it considers it appropriate and in accordance with law, may notify any other person, including a complainant, if any, of the appointment of the Enquiry Committee and of the initiation of the full enquiry.

(3) An Enquiry Committee shall conduct a full enquiry into whether the prescribed accountancy body has failed to comply with its approved investigation and disciplinary procedure or whether the recognised accountancy body has failed to comply with the applicable provisions in performing a Part 27 function, as appropriate, and, if the Enquiry Committee makes an adverse finding under Regulation 11(1), it shall determine what sanctions, if any, to impose pursuant to section 933(6)(b) of the Act and any costs orders pursuant to section 933(7).

(4) Confidential information provided in confidence by an Enquiry Committee to any person, including a relevant body or a member under these Regulations, and any confidential information submitted by any person to the Enquiry Committee under these Regulations shall remain confidential and shall be treated as information the disclosure of which to any other party is governed by the provisions of section 940 of the Act.

Conduct of the full Enquiry

8. (1) An Enquiry Committee established under these Regulations shall consider any submissions made by the relevant body and by any members who were the subject of the decision(s) of the prescribed accountancy body concerned, as appropriate, and may conduct such investigations relating to the full enquiry as the Enquiry Committee considers appropriate before issuing its decision.

(2) An Enquiry Committee may also consider any submissions made to it during the full enquiry by any other person (including a complainant) if it determines that such submissions are relevant to the matters at issue. It is not possible, however, to guarantee the anonymity of, or the confidentiality of a submission received from, any person, including a complainant who participates in the full enquiry.

(3) A relevant body, and members who were the subject of the decision(s) of the prescribed accountancy body which is/are the subject of the enquiry, may submit any statement or information in answer to the allegation(s) within the time provided by the Enquiry Committee, which shall be reasonable under the circumstances.

(4) An Enquiry Committee conducting an enquiry referred to in section 933(2) of the Act may—

(a) inspect and make copies of all relevant documents in the possession or control of the prescribed accountancy body;

(b) require the prescribed accountancy body to explain why it reached a decision not to undertake an investigation into a possible breach of its standards by a member, or any other decision of that body relating to a possible breach of its standards by a member;

(c) if a prescribed accountancy body conducted an investigation, require it to explain how it conducted its investigation; and

(d) conduct oral hearings.

(5) An Enquiry Committee conducting an enquiry referred to in section 933(3) of the Act may—

(a) request information and inspect and make copies of all relevant documents in the possession or control of the recognised accountancy body or a relevant person;

(b) require the recognised accountancy body to explain how it complied (if in fact it did comply) with the applicable provisions in performing the Part 27 function concerned and, also, where applicable, to explain how it conducted an investigation referred to in section 933(3);

(c) require an officer of the recognised accountancy body or relevant person to—

(i) attend before it, and

(ii) explain any entry in the information or documents concerned and otherwise give assistance to it in clarifying the matter concerned, and

(d) conduct oral hearings.

(6) The Enquiry Committee may take into account any relevant information, whether or not such information would be admissible in a court. The strict rules of evidence do not apply to the full enquiry, although the Enquiry Committee will employ fair procedures.

Oral Hearings

9. (1) As provided for by section 938(1) of the Act, an Enquiry Committee may conduct an oral hearing on its own initiative or upon the reasoned request of the relevant body that is the subject of the enquiry if it considers that an oral hearing is necessary and appropriate in order to conduct the enquiry in accordance with fair procedures.

(2) Oral hearings shall take place in public but an Enquiry Committee may, at its sole discretion, exclude the public from all or part of a hearing to the extent it considers it necessary, for stated reasons and in the interests of justice.

(3) Any member of an Enquiry Committee who is absent during an oral hearing shall not take part in the deliberations on, and the making of, the decision of the Enquiry Committee.

(4) Where an oral hearing is taking place, an Enquiry Committee will permit the relevant body or any other person who participates in the proceedings:

(a) to be legally represented;

(b) to present information and submissions on its behalf;

and

(c) insofar as necessary to comply with the rules of fair procedures, to adduce evidence and /or to cross-examine witnesses.

(5) Where the enquiry concerns a decision of a prescribed accountancy body, the Enquiry Committee may, at its sole discretion, provide that members of that body, who were the subject of the decision(s) which is/are the subject of the full enquiry, may participate in any oral hearing and may present evidence and submissions on their behalf.

(6) An Enquiry Committee may, at its sole discretion, permit any other person with an interest in the proceedings to participate in an oral hearing and to present relevant information and submissions on his or her behalf.

Standard of Proof

10. The standard of proof on which an Enquiry Committee shall make its findings is on the balance of probabilities.

Decision of the Authority

11. (1) An Enquiry Committee shall, in respect of each alleged failure to comply with approved investigation and disciplinary procedures or each alleged failure to comply with applicable provisions in performing a Part 27 function, as appropriate, make a finding either that the allegation is established or that the allegation is not established.

(2) Where the Enquiry Committee makes a finding that an allegation is established it will make a decision as to which, if any, of the sanctions set out in section 933(6)(b) of the Act will apply and whether a relevant body is liable to pay a specified amount towards the Authority’s costs in conducting the enquiry, pursuant to section 933(7). Prior to making a decision in relation to sanctions or costs, the Enquiry Committee shall give the relevant body a reasonable opportunity to make submissions to it in respect of those issues.

(3) An Enquiry Committee’s decision must provide the reasons for its decision and the reasons for the imposition of any sanctions and, where appropriate, its reasons for any order to pay costs.

(4) An Enquiry Committee shall issue its decision to the Authority when its decision is made, which shall occur as soon as is reasonably practicable from the date of the initiation of the full enquiry, taking into account the circumstances of the case.

(5) The decision of an Enquiry Committee issued to the Authority under paragraph (4) shall be the decision of the Authority.

(6) Where an Enquiry Committee notifies the Authority of a finding that an allegation has been established, the Authority shall—

(a) issue the relevant body that was the subject of the enquiry, and any other person as may be determined by the Authority, with a copy of the decision of the Enquiry Committee;

(b) advise the relevant body of the Authority’s obligation to seek and obtain High Court approval where required, pursuant to section 941(4), (4A) and (5) of the Act;

(c) advise the relevant body of its right of appeal to the High Court under section 933(10) of the Act and the time limit(s) for making such an appeal;

(d) notify the relevant body whether the Authority intends to publish the decision made and the reasons for that decision, and (if intending to publish) the time (being not less than three months from the date of notification) within which it will do so;

(e) where the enquiry concerned a decision of a prescribed accountancy body, the Authority shall comply with paragraphs (6)(a) to (d) in respect of any members who were the subject of the decision of the prescribed accountancy body; and

(f) if the proposed sanction is or includes a direction to the relevant body that it conduct an investigation or conduct a fresh investigation into a matter, advise the body and all members of the prescribed accountancy body who were the subject of any decision(s) of the prescribed accountancy body under enquiry that, if the Authority is not satisfied that, when undertaking the investigation or fresh investigation, the body has complied with its approved investigation and disciplinary procedures or complied with the applicable provisions in performing the Part 27 function, as appropriate, the Authority may appeal to the High Court against any decision of the body relating to the matter.

(7) Where the Enquiry Committee notifies the Authority of a finding that an allegation has not been established, the Authority:

(i) shall issue the relevant body and all members of the prescribed accountancy body who were the subject of any decision(s) of the prescribed accountancy body under enquiry with statement to that effect, including reasons for the Enquiry Committee’s decision;

(ii) may notify whomsoever else it considers appropriate; and

(iii) may provide whomsoever it considers appropriate with a statement to that effect, including reasons for the Enquiry Committee’s decision.

Investigations under Section 934

12. (1) If, at any time before completing a full enquiry under these Regulations, it appears to an Enquiry Committee that it may be appropriate or in the public interest that the matter in question be investigated under section 934 of the Act, the Enquiry Committee shall so inform the Authority.

(2) If the Authority decides that it is appropriate or in the public interest to investigate the matter under section 934 and that an application to the Court will be made, the Enquiry Committee shall cease its enquiry.

(3) If the Authority decides that the matter should not be investigated under section 934, the Enquiry Committee shall resume its enquiry.

(4) Directors of the Authority that are members of the Enquiry Committee in question shall take no part in any consideration by the Authority as to whether a matter within the remit of such Committee should be investigated under section 934.

(5) For the avoidance of doubt, the Authority may exercise its power pursuant to section 933(5) to apply to the Court for permission to investigate the matter under section 934 at any stage up until the matter is referred to the Enquiry Committee for a full enquiry pursuant to Regulation 5(1), if the Authority forms the opinion that it is appropriate or in the public interest to investigate the matter under section 934.

PART 4

MISCELLANEOUS

Settlement

13. (1) The Authority may engage in negotiations, whether on a without prejudice basis or otherwise, for the purposes of seeking to reach a section 933A Agreement on behalf of the Authority and, subject to paragraph (2), shall enjoy a discretion to conclude such an Agreement in principle.

(2) Any proposed section 933A Agreement concluded after a full enquiry has been initiated must be approved by the Enquiry Committee in order to take effect.

(3) If the Enquiry Committee decides not to approve a section 933A Agreement, the Enquiry Committee shall resume its enquiry.

Appointment of Legal Advisers

14. (1) The Authority may appoint a legal adviser or advisers to provide assistance to the Authority or the Enquiry Committee, to bring evidence against the relevant body the subject of a preliminary or full enquiry and, if necessary, to represent the Authority before the Enquiry Committee or to act on behalf of the Authority or the Enquiry Committee as appropriate before the High Court and to act otherwise as considered appropriate.

(2) A legal adviser may also examine witnesses, participate in any oral hearing and perform any other functions necessary or as required for the conduct of the enquiry.

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GIVEN under my Official Seal,

13 November 2019

KEVIN PRENDERGAST,

Chief Executive

FERGAL Ó BRIAIN

Secretary

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

These Regulations set out the procedures governing the conduct of enquiries by the Irish Auditing and Accounting Supervisory Authority pursuant to section 933 of the Companies Act 2014 , as amended, and revoke the Companies (Auditing and Accounting) Act 2003 (Procedures Governing the Conduct of Section 23 Enquiries) Regulations 2012 ( S.I. No. 96 of 2012 ).