The number of auditors
1 § A limited liability company shall have at least one auditor. By 3 Chapter. 1 § first paragraph states that the number of auditors or minimum or maximum number of auditors shall be stated in the Articles of Association.
Deputy auditors
2 § For an auditor may be appointed one or more alternates.
The provisions of this Act if the auditor shall apply mutatis mutandis alternate.
The auditor data
3 § The auditor should review the Company's annual report and accounts and the Board of Directors and the Managing Director. The examination shall be as detailed and extensive as generally accepted auditing standards.
If the company is the parent company, the auditor should also review the consolidated financial statements, if one is prepared, and the consolidated companies' relative to conditions.
4 § The auditor should follow the General Meeting instructions, if they do not conflict with the law, statutes or with generally accepted auditing.
5 § auditor shall each fiscal year, submit an audit report to the AGM. Provisions on the story's content and the time when it shall be submitted to the Board's 28-36 §§.
If the company is a parent company that is required to prepare consolidated financial statements, the auditor shall also submit a consolidated audit report under the provisions of 38 §.
6 § In connection with the audit, the auditor to the Board and the CEO prepare the recollections and make the points required by generally accepted auditing standards. Provisions on the recollections in 39 §.
6 a § The auditor shall, beyond those required by 6 §, report to the audit committee on significant matters identified during its audits. This is especially true for deficiencies in the company's internal control over financial reporting.
In the cases referred to in 8 Chapter. 49 a § second paragraph, the auditor rather than report to the Board. Create (2009:565).
6 b § The auditor shall
1. if there is any factor that can significantly impair public confidence in his or her impartiality or independence, consult with the Audit Committee of that and what steps have been taken,
2. to the Audit Committee annually submit a written declaration of impartiality and independence, and
3. of the Audit Committee annually which services other than auditing services he or she has provided the company.
In the cases referred to in 8 Chapter. 49 a § second paragraph, the auditor shall be turned to the Board. Create (2009:565).
Provision of information mM.
7 § The Board and the Executive Director shall provide the Auditor opportunity to carry out the examination to the extent the auditor considers necessary. They must furnish such information and assistance as the auditor requests.
The same obligations, the Board, the director and the auditor of a subsidiary in relation to an auditor of the parent.
How an auditor appointed
8 § An auditor is elected by the General Meeting.
If the Company shall have more auditors, getting the Articles of Association provide that one or more of them, However, not all, shall be appointed otherwise than by election at a General Meeting.
In a company referred to in 2 § 4 Law (2002:1022) on audit of state operations mM. receive the National Audit Office shall designate one or more auditors to participate in the audit along with other auditors.
In 9, 25 and 26 § § provides for the county administration in certain cases, appoint an auditor.
Minority Auditor
9 § A shareholder may propose an auditor appointed by the provincial government to participate in the audit together with other auditors.
The proposal must be submitted at a general meeting where the auditor is to be effected or proposed in accordance with the notice of meeting shall be treated. If the proposal is supported by shareholders owning at least one tenth of all shares in the company or at least a third of the shares represented at the meeting and if any shareholder so requests to the County Board, the Board shall appoint an auditor.
The County Board shall give the Company's Board an opportunity to comment, before the appointed auditor. The decision shall cover the period until the next AGM.
Unjust Trial Basis
10 § Those who are bankrupt or have been engaging in commercial activities or trustee pursuant to 11 Chapter. 7 § Parental Code may not be an auditor.
Competence requirements
11 § An auditor shall have the insight and experience in accounting and economic conditions which, considering the nature and extent of the company's operations required to fulfill the mission.
12 § Only those who are authorized or approved auditor may be the auditor.
Provisions concerning authorized and approved auditors found in the Auditors Act (2001:883).
13 § At least one of the general meeting appointed auditors must be certified public accountant or certified accountant who has passed the examinations, to
1. company fulfills more than one of the following conditions:
a) average number of employees in the company during each of the two financial years have amounted to more than 50,
b) the company's reported total assets for each of the two financial years have amounted to more than 25 M,
c) the company reported net sales has for each of the two financial years have amounted to more than 50 M, or
2. company's shares, warrants or debt securities are admitted to trading on a regulated market or equivalent market outside the European Economic Area. Create (2007:566).
14 § The provisions of 13 § applies to the company of a group, if the group meets more than one of the following conditions:
1. average number of employees in the Group during each of the two financial years amounted to more than 50,
2. Group companies reported total assets for each of the two financial years amounted to more than 25 M,
3. Group companies have reported net sales for each of the two financial years amounted to more than 50 M.
For the purposes of the first paragraph 2 and 3 the assets and liabilities between consolidated companies, and internal gains, eliminated. The same applies to income and expenses relating to transactions between group companies, and the change in internal profit. Create (2006:877).
15 § For a corporation governed by the provisions of 13 § 1 or 2 or 14 § may SCRO decide that the company instead of a certified public accountant or a certified public accountant who holds a degree auditor may appoint some other approved auditor. Such a decision in less than five years.
16 § In companies other than those referred to in 13 and 14 § § is a certified public accountant or a certified public accountant who holds a graduate accountant appointed as auditor, of shareholders owning at least one tenth of all shares in the company so requests at the general meeting at which an auditor shall be.
Conflict of interest
17 § It may not be the auditor
1. owns shares in the company or another company in the same group,
2. is a member of the Board or President of the Company or its subsidiaries or assists in the company's accounting or financial management or the company's control over,
3. A person employed by or otherwise have a subordinate or dependent position of the company or person referred to in 2,
4. operates in the same company as the professional assisting the company in basic accounting or financial affairs or the company's control over,
5. are married or cohabiting with or sibling or relative in the ascending- and descendants of a person referred to in 2,
6. is besvågrad with a person referred to in 2 in any of the- or descending line or so that one is married to the other siblings, or
7. is in debt to the company or another company in the same group or an obligation that a company has provided security for.
In the case of limited liability companies referred to in 13 or 14 § apply, instead of the first paragraph 4, it may not be an auditor who is engaged in the same company as the professional assisting the company in the accounting records or financial affairs or the company's control over.
Whoever under the first or second paragraph is not competent to be an auditor of a parent company may not be the auditor of its subsidiaries. Create (2006:399).
18 § An auditor may, the audit did not hire someone who according to 17 § is not competent to be an auditor. If the company or its parent company has employees with the task of exclusively or predominantly manage the internal audit, auditor may, however, the audit hire such employees to the extent it is consistent with generally accepted auditing.
Firm
19 § firm may be a registered accounting firm appointed.
Rules on who may be responsible for the audit when an accounting firm appointed as auditor and notification obligations contained in 17 § Auditors Act (2001:883). The following provisions of this chapter shall apply to the principal:
21 a § on a mandate and a ban for some time to participate in the audit,
40 § to attend the General Meeting and
47 and 48 § § for registration. Create (2009:565).
Auditor of subsidiaries
20 § Among the auditors of a subsidiary should at least also be the auditor of the parent company.
The auditor's term of office
21 § assignment as auditor until the end of the Annual General Meeting held during the fourth financial year after the election.
If the auditor shall be appointed again in connection to that time under the first paragraph expires, any person who appoints the auditor to determine that the assignment shall be valid until the end of the AGM to be held during the third fiscal year after the election.
In the cases referred to in 24 §, a new auditor is appointed for the remainder of the former auditor's term of office.
21 a § The appointment as auditor of a company, whose transferable securities are admitted to trading on a regulated market, to a maximum of seven consecutive years.
Anyone who has been the auditor of the company for seven years under the first subparagraph shall not participate in the audit, unless at least two years have elapsed since he left the audit engagement. Create (2009:565).
Resignation and dismissal of early
22 § A mission that the auditor is prematurely terminated, to
1. auditor reports that the mission will end, or
2. who has appointed auditor dismisses him based on facts and reports that the mission will end.
Notification pursuant to the first paragraph shall be made to the Board. If an accountant who is not elected at a general meeting to resign, the auditor shall notify the also of the party which nominated him or her. Create (2009:565).
23 § An auditor whose mission is prematurely terminated shall immediately notify for registration in the companies register. He or she shall transmit a copy of the notification to the Board.
The auditor shall report giving an account of what he or she has found in the review that he or she has done over the part of the current financial year to which the order has covered. For application of the provisions of 33 § second paragraph, 34 and 35 § § on audit report.
23 a § If an auditor ends prematurely, the auditor and the appointed auditor inform SCRO of the reason for this. Create (2009:565).
24 § If an auditor's duties terminate prematurely or if the provisions of 10-17 § § or provisions of the statutes allow him or her to be an auditor and there is no substitute, the Board shall take steps to a new auditor is appointed.
County Administrative Board Appointment of Auditor
25 § Upon notification, the Board shall appoint an auditor when
1. registered auditor or registered auditor is not appointed in accordance with 12-15 §§,
2. auditor is disqualified under 10 or 17 § and there is no qualified deputy, or
3. a provision in the articles of association of the number of auditors or the auditor's powers have not been followed.
A notification under subparagraph may be made by each. The Board is obliged to notify, if not as soon as possible appoint a new auditor by the person under 8 § have the right to appoint auditor.
26 § If the Meeting, despite a request under 16 §, failed to appoint a chartered accountant or certified public accountant who holds a public accountant exam and if any shareholder within one month from the meeting request to the County Board, the Board shall appoint such an auditor.
27 § The County Board shall give the Company's Board an opportunity to comment before it decides on a matter under 25 or 26 §. The mandate shall cover the period until another auditor has been appointed in the prescribed manner.
When an order under 25 § first paragraph 2 the Board shall dismiss the obehörige auditor.
The audit report
28 § The audit report shall be submitted to the Board no later than three weeks before the AGM.
The auditor shall, on the financial statements make reference to the audit report.
29 § audit report introduction shall contain information on
1. company name and corporate identity,
2. the accounting period that the auditor's report refers, still
3. which, or the standard system of accounting that the company has applied.
The audit report must be signed by the auditor and specify which day the audit was completed.
30 § The audit report shall set out the standard system for auditing the auditor has applied.
Where appropriate, the auditor's report also stated
1. if the auditor on a matter covered in the audit report has a meaning different from the Board or other auditor,
2. if the focus or scope is limited, or
3. if the auditor believes they lack sufficient information to make any statement under 31-33 §§.
31 § The audit report shall include a statement as to whether the financial statements have been prepared in accordance with the law on annual reports. The statement shall indicate
1. on the financial statements give a true and fair view of the financial position and results, and
2. that the annual report is consistent with the other parts.
If in the annual report does not include information which must be disclosed under applicable law on annual reports, the auditor shall state that fact and, it is possible, provide necessary information in his story.
The first and second paragraphs do not apply in respect of the audit of such corporate governance report referred to in 6 Chapter. 6 § Annual (1995:1554). In this part, the audit report instead include a statement as to whether such a report has been prepared or not. With regard to such information in the report referred to in 6 Chapter. 6 § 2-6 second paragraph Annual Report will also contain a declaration as to whether the information is consistent with the other parts. Create (2009:37).
32 § The report shall contain statements about whether
1. Meeting should adopt the balance sheet and income statement,
2. general meeting should decide the appropriation of the profit or loss in accordance with the proposal in, and
3. Board and the Executive Director, where appropriate, have drawn up a list of 21 Chapter. 10 § over some loans and securities.
If the auditor believes that the balance sheet or income statement should not be fixed, he or she shall record it in the Annual Report.
33 § The audit report shall include a statement as to whether the directors and the CEO should be granted discharge from liability.
If the auditor's audit has found that a Board member or the President have carried out any action or been guilty of any negligence which may give rise to liability, it should be noted in the story. The same applies if the auditor has found that a director or the executive director in any other way, acted in contravention of this Act, the Law on Annual Reports or Articles of Association.
34 § In the audit report, the auditor should complain if he or she has found that the company has not fulfilled its obligation to
1. deduct tax under the Tax Payment Act (1997:483),
2. sign up for registration under 3 Chapter. 2 § skattebetalningslagen,
3. provide tax under 10 Chapter. 9, 9 a or 10 § skattebetalningslagen, or
4. Timely payment of taxes and fees under 1 Chapter. 1 and 2 § § Tax Payment Act.
35 § In addition to those required by 29-34 § § get an auditor in the audit report provide information that he or she believes that shareholders should be aware of. If the annual report contains information relevant for the information, the auditor should refer to the data.
36 § If a former auditor has made a notification under 23 §, a copy of it attached to the audit report. Although copies of the notifications that the auditor and the appointed auditor has provided as 23 a § shall be annexed to the auditor's report. Create (2009:565).
37 § The auditor shall forthwith transmit a copy of such report to the Tax, on the auditor's report contains
1. remarks as 33 § second paragraph, or
2. statements that
– the financial statements are not prepared in accordance with applicable law, the Annual Accounts,
– such information to be disclosed under applicable law on annual reports has not been provided,
– the directors or the executive director should not be granted discharge from liability, or
– the Company has not fulfilled the obligation referred to in 34 § 1- 3.
Consolidated Audit Report
38 § In the case of consolidated audit report applies 28 § first paragraph on the date of submission of the audit report and 29 § first paragraph 2 and, second subparagraph, 30 §, 31 § first and second paragraphs, 32 § first paragraph 1, 35 and 36 §§ about the audit report content.
The consolidated audit report introduction shall contain the parent company's name and corporate identity as well as of the body or system of norms for consolidated and Parent Company has applied.
In the consolidated financial statements shall be made to the consolidated audit report. If the auditor believes that the consolidated balance sheet and consolidated income statement should not be, should also be noted on the consolidated financial statements. Create (2009:37).
Recollections
39 § If the auditor has raised an objection to the Board or the Executive Director, shall be recorded in a protocol or in another document. The document shall be submitted to the Board and the Company shall keep it in a safe manner.
The Board shall take up reminder for consideration at a meeting. The meeting shall be held within four weeks of the objection has been submitted. If an objection is made later in connection with the audit report delivered to the Company, , a meeting will be held before the general meeting at which the audit report is submitted.
The auditor's attendance at the Annual General Meeting
40 § The auditor is entitled to attend the Annual General Meeting. He or she is required to attend, if, having regard to the matters may be considered necessary.
The auditor's duty of confidentiality
41 § auditor may not be a single shareholder or to anyone except standing improperly disclose such company's affairs as the auditor becomes aware of when he or she fulfills its mission, if it can be detrimental to the company.
Measures in case of suspicion of crime
42 § An auditor shall take the measures set out in 43 and 44 §§, if he or she finds that it is suspected that a director or the executive director under the Company's operations have been guilty of an offense under any of the following provisions:
1.9 Chapter. 1, 3, 6a and 9 §§, 10 Chapter. 1, 3, 4 and 5 §§, 11 Chapter. 1, 2, 4 and 5 §§, 17 Chapter. 7 § and 20 Chapter. 2 § Penal Code, and
2. 2, 4, 5 and 10 §§ tax law (1971:69).
If the auditor concludes that a suspicion of the kind referred to in the first paragraph should lead him or her to provide information under 3 Chapter. 1 § Law (2009:62) on measures against money laundering and terrorist financing, shall, however, measures under 43 and 44 §§ not taken. Create (2009:76).
43 § An auditor finds that there is such a suspicion of crime referred to in 42 § shall without undue delay inform the Board about their observations.
Any notice need not be given, if it can be assumed that the Board would not take any mitigation measures as a result of the notification or a notification for any other reason appears to be useless or contrary to the purpose of the notification obligation. Create (2009:76).
44 § later than four weeks after the Board has been notified pursuant 43 § first paragraph, the auditor should resign from office. When the auditor reports this as 23 §, he or she is in a separate document to prosecutors to account for the suspicion, and state the circumstances that suspicion is based on.
What is said in the first paragraph of severance and notice does not apply if
1. the economic damage of the suspected offense has been replaced and other adverse effects of the act has been remedied,
2. the suspected offense has already been reported to the police or prosecutors, or
3. the suspected offense is insignificant.
In the cases referred to in 43 § second paragraph, the auditor, if notification of the suspected offense has not been returned to the police or prosecutors, without undue delay resign and leave such a document referred to in the first paragraph.
The auditor's duty of disclosure to the General Meeting
45 § The auditor is required to submit the Annual General Meeting the information meeting requests, to the extent that it would not be harming the company.
The auditor's obligations to provide the co-auditor Others.
46 § The auditor is required to provide a co-auditor, a new auditor, in lekmannarevisor, a special examiner, and, if the company is bankrupt, bankruptcy trustee the needed information about the company's affairs.
The auditor is also required to provide upon request information about the company's affairs to the investigator during the preliminary investigation in criminal cases.
The auditor of a corporation governed by 2 Chapter. 3 § public proportionality- Secrecy (2009:400) is also required, on request, information on the company's affairs to the elected auditors of the municipality, county or municipal associations such as the municipality or county council included in.
The auditor of a corporation in which the state owns all the shares are obliged, upon request, information on the company's affairs to the National Audit. Create (2009:511).
Registration
47 § Company shall be recorded in the companies register sign who has been appointed as auditor.
The notification shall contain the auditor mail address. If the mailing address differs from the auditor's residence, shall also residence out. The notification shall contain the auditor's social security number or, failing, date of birth. Is the auditor is a registered auditor, the notification shall also include the company's corporate identity and who is responsible for the audit.
Entitled to apply also to that notification apply.
48 § Notification according to 47 § must be the first time when the company according to 2 Chapter. 22 § them for registration and then immediately after a change has occurred in a relationship that has been or will be submitted for registration.