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Directive 2006/43/EC - Statutory Audit DirectiveRecitalsChapter I Subject Matter and Definitions (arts. 1-2)Article 1 Subject matterArticle 2 DefinitionsChapter II Approval, Continuing Education and Mutual Recognition (arts. 3-14a)Article 3 Approval of statutory auditors and audit firmsArticle 3a Recognition of audit firmsArticle 4 Good reputeArticle 5 Withdrawal of approvalArticle 6 Educational qualificationsArticle 7 Examination of professional competenceArticle 8 Test of theoretical knowledgeArticle 9 ExemptionsArticle 10 Practical trainingArticke 11 Qualification through long-term practical experienceArticle 12 Combination of practical training and theoretical instructionArticle 13 Continuing educationArticle 14 Approval of statutory auditors from another Member StateArticle 14a Statutory auditors approved or recognised before 1 January 2024 and persons undergoing the approval process for statutory auditors on 1 January 2024Chapter III Registration (arts. 15-20)Article 15 Public registerArticle 16 Registration of statutory auditorsArticle 17 Registration of audit firmsArticle 18 Updating of registration informationArticle 19 Responsibility for registration informationArticle 20 LanguageArticle 20a Accessibility of information on the European single access pointChapter IV Professional Ethics, Independence, Objectivity, Confidentiality and Professional Secrecy (arts. 21-25d)Article 21 Professional ethics and scepticismArticle 22 Independence and objectivityArticle 22a Employment by audited entities of former statutory auditors or of employees of statutory auditors or audit firmsArticle 22b Preparation for the statutory audit and assessment of threats to independenceArticle 23 Confidentiality and professional secrecyArticle 24 Independence and objectivity of the statutory auditors carrying out the statutory audit on behalf of audit firmsArticle 24a Internal organisation of statutory auditors and audit firmsArticle 24b Organisation of the workArticle 25 Audit and assurance feesArticle 25a Scope of the statutory auditArticle 25b Professional ethics, independence, objectivity, confidentiality and professional secrecy as regards the assurance of sustainability reportingArticle 25c Prohibited non-audit services in cases where the statutory auditor carries out the assurance of sustainability reporting of a public-interest entityArticle 25d IrregularitiesChapter V Auditing Standards and Audit Reporting (arts. 26-28a)Article 26 Auditing standardsArticle 26a Assurance standards for sustainability reportingArticle 27 Statutory audits of consolidated financial statementsArticle 27a Assurance of consolidated sustainability reportingArticle 28 Audit reportingArticle 28a Assurance report on sustainability reportingChapter VI Quality Assurance (art. 29)Article 29 Quality assurance systemsChapter VII Investigations and sanctions (arts. 30-31)Article 30 Systems of investigations and penaltiesArticle 30a Sanctioning powersArticle 30b Effective application of sanctionsArticle 30c Publication of sanctions and measuresArticle 30d AppealArticle 30e Reporting of breachesArticle 30f Exchange of informationArticle 31 Auditors' liabilityChapter VIII Public Oversight and Regulatory Arrangements Between Member States (art. 32-36a)Article 32 Principles of public oversightArticle 33 Cooperation between public oversight systems at Community levelArticle 34 Mutual recognition of regulatory arrangements between Member StatesArticle 35 Designation of competent authoritiesArticle 36 Professional secrecy and regulatory cooperation between Member StatesArticle 36a Regulatory arrangements between Member States as regards the assurance of sustainability reportingChapter IX Appointment and Dismissal (arts. 37-38)Article 37 Appointment of statutory auditors or audit firmsArticle 38 Dismissal and resignation of statutory auditors or audit firmsChapter X Audit Committee (arts. 39-43)Article 39 Audit committeeArticle 40 Transparency reportArticle 41 Audit committeeArticle 42 IndependenceArticle 43 Quality assuranceChapter XI International Aspects (arts. 44-47)Article 44 Approval of auditors from third countriesArticle 45 Registration and oversight of third-country auditors and audit entitiesArticle 46 Derogation in the case of equivalenceArticle 47 Cooperation with competent authorities from third countriesChapter XII Transitional and Final Provisions (art. 48-55)Article 48 Committee procedureArticle 48a Exercise of the delegationArticle 49 Amendment of Directive 78/660/EEC and Directive 83/349/EECArticle 50 Repeal of Directive 84/253/EECArticle 51 Transitional provisionArticle 52 Minimum harmonisationArticle 53 TranspositionArticle 54 Entry into forceArticle 55 AddresseesDone at
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Version status: Amended | Document consolidation status: Updated to reflect all known changes
Version date: 5 January 2023 - onwards
Version 4 of 4

Article 39 Audit committee

1. Member States shall ensure that each public-interest entity has an audit committee. The audit committee shall be either a stand-alone committee or a committee of the administrative body or supervisory body of the audited entity. It shall be composed of non-executive members of the administrative body and/or members of the supervisory body of the audited entity and/or members appointed by the general meeting of shareholders of the audited entity or, for entities without shareholders, by an equivalent body.

At least one member of the audit committee shall have competence in accounting and/or auditing.

The committee members as a whole shall have competence relevant to the sector in which the audited entity is operating.

A majority of the members of the audit committee shall be independent of the audited entity. The chairman of the audit committee shall be appointed by its members or by the supervisory body of the audited entity, and shall be independent of the audited entity. Member States may require the chairman of the audit committee to be elected annually by the general meeting of shareholders of the audited entity.

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