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205D.—(1) In this section—
‘affiliate’ in relation to an auditor, means a firm, body corporate or partnership considered under section 182(2) to be an affiliate of the auditor;
‘audit committee’ means the committee established under section 205B;
‘audit-related work’ means work required by any relevant undertaking, body or person to be done by an auditor of the relevant undertaking by virtue of his or her position as auditor of that undertaking, but does not include audit work;
‘audit work’ means—
(a) in relation to a relevant undertaking other than a partnership referred to in Regulation 6 of the 1993 Regulations, work required to fulfil the duties imposed under section 193 of this Act on an auditor of a company, and
(b) in relation to a partnership referred to in Regulation 6 of the 1993 Regulations, work required to fulfil the duties imposed under Regulation 22 of those Regulations on an auditor appointed by the partners;
‘connected undertaking’, in relation to a relevant undertaking, means an undertaking that under the 1992 Regulations, or under those Regulations as applied by Regulation 9 of the 1993 Regulations, is—
(a) a subsidiary undertaking of the relevant undertaking,
(b) a joint venture of the relevant undertaking proportionally consolidated in accordance with Regulation 32 of the 1992 Regulations, or
(c) an associated undertaking of the relevant undertaking;
‘firm’ means a firm that qualifies for appointment as auditor of a company or as a public auditor under section 187(1A);
‘non-audit work’ means work other than audit work or audit-related work;
‘relevant undertaking’ means—
(a) a company, or
(b) an undertaking referred to in Regulation 6 of the 1993 Regulations,
but does not include a company or an undertaking of a class exempted under
section 48
(1)(j) of the Act of 2003 from this section;
‘remuneration’ includes benefits in kind and payments in cash.
(2) Subject to subsection (5), a relevant undertaking shall disclose in the notes to its annual accounts relating to each financial year beginning on or after the commencement of this section the following information:
(a) the remuneration for all work in each category specified in subsection (3) that was carried out for the relevant undertaking or a connected undertaking of the relevant undertaking, during that financial year—
(i) by an auditor of the relevant undertaking, and
(ii) by any firm or individual that, at any time during the financial year, was an affiliate of the auditor;
(b) the remuneration for all work in each category specified in subsection (3) that was carried out for the relevant undertaking or a connected undertaking of the relevant undertaking, during the preceding financial year—
(i) by an auditor of the relevant undertaking, and
(ii) by any firm or individual that, at any time during the financial year, was an affiliate of the auditor;
(c) where the remuneration referred to in paragraph (a) or (b) is for non-audit work, the nature of the work;
(d) where all or part of the remuneration referred to in paragraph (a) or (b) is in the form of a benefit in kind, the nature and estimated monetary value of the benefit.
(3) Remuneration must be disclosed under subsection (2) for each of the following categories of work carried out as described in that subsection:
(a) audit work;
(b) audit-related work;
(c) non-audit work.
(4) Where the auditor of a relevant undertaking is a firm, any work carried out by a partner in the firm is considered for the purposes of this section to have been carried out by the auditor.
(5) The disclosure requirements of this section apply in relation to a financial year of the relevant undertaking only if—
(a) the aggregate of the remuneration for all work in each specified category that was carried out as described in subsection (2)(a) in that financial year exceeds €1,000, and
(b) the aggregate of the remuneration for all work in each specified category that was carried out as described in subsection (2)(b) in the preceding financial year exceeds €1,000.
(6) Where the remuneration required to be disclosed by a relevant undertaking in respect of a financial year for non-audit work exceeds the aggregate of the remuneration required to be disclosed in respect of that year for audit work and audit-related work, the audit committee shall state in its report for that year under section 205B(2)(m)—
(a) whether it has satisfied itself that the carrying out of the non-audit work by the auditor or an affiliate of the auditor has not affected the auditor's independence from the relevant undertaking, and
(b) if it has satisfied itself to that effect, the reasons for the decision to have the non-audit work carried out by the auditor or an affiliate of the auditor.
(7) Subsection (6) applies also where the relevant undertaking has no audit committee, but in that case the required statement shall be made by the directors in their report under section 158 of the Principal Act.
(8) Where more than one firm or individual has been appointed as the auditor of a relevant undertaking in a single financial year, separate disclosure in respect of the remuneration of each of them and of their affiliates must be provided in the notes to the company's annual accounts.
(9) The auditor of a relevant undertaking shall provide the directors of that undertaking with the information necessary to enable the auditor's affiliates to be identified for the purposes of this section.
(10) Where a relevant undertaking fails to comply with subsection (2), (3) or (8), each company or other entity that forms all or part of that undertaking is guilty of an offence.
(11) Where the audit committee of a relevant undertaking fails to comply with subsection (6) or the directors of a relevant undertaking fail to comply with that subsection as applied by subsection (7), each member of the committee or each director of the undertaking, as the case may be, to whom the failure is attributable is guilty of an offence.
(12) Where an auditor fails to comply with subsection (9), the auditor is guilty of an offence.
(13) Section 205B(14) applies in relation to any reference in this section to the directors of a relevant undertaking and section 205B(15) applies for the purpose of applying this section to a partnership.”.
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