(Memorial A, 2013, N o 121) As amended:

Transcription

1 Grand-Ducal Regulation of 9 July 2013 determining the requirements for the professional qualification of Réviseurs d Entreprises and Réviseurs d Entretreprises agréés 1 As amended: (Memorial A, 2013, N o 121) by the Grand-Ducal Regulation of 23 July 2016 amending the Grand-Ducal Regulation of 9 July 2013 determining the requirements for the professional qualification of Réviseurs d Entreprises and Réviseurs d Entreprises agréés (Mémorial A, 2013, N o 141) by the Grand-Ducal Regulation of 20 June 2017: o amending the Grand-Ducal Regulation of 18 December 2009 determining the conditions for the recognition of service providers from other Member States as provided for in Article 7 of the Law of 18 December 2009 on the audit profession; o amending the Grand-Ducal Regulation of 9 July 2013 determining the requirements for the professional qualification of Réviseurs d Entreprises and Réviseurs d Entreprises agréés o repealing the Grand-Ducal Regulation of 15 February 2010 organising the continuing training of réviseurs d entreprises and réviseurs d entreprises agrees (Mémorial A, 2017, N o 593) We Henri, Grand Duke of Luxembourg, Duke of Nassau, Having regard to the Law of 18 December 2009, as subsequently amended, on the audit profession, and in particular Articles 3, paragraph 2, letter a) and 8 paragraph 2, letter a); Having regard to the Law of 18 June 1969, as subsequently amended, on higher education and recognition of foreign degrees and diplomas of higher education, and in particular its Article 9; Having regard to Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC; Having regard to the opinion of the Chamber of Commerce; Having heard our State Council; Upon the report from Our Minister of Finance and Our Minister of Higher Education and Research and after deliberation of the Government in council; Adopt the following: Art. 1. The professional qualification required The professional qualification of réviseur d entreprises is recognised by the Commission de Surveillance du Secteur Financier, hereafter the CSSF, in respect of persons who: Section A (a) present one or more Master s Degrees or diplomas corresponding to an equivalent training establishing the theoretical qualification provided for in Article 2; 1 Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 1 of 11

2 (b) present a certificate of complementary training satisfying the requirements of Article 3 on applicable Luxembourg legislation on: accounting law, commercial law and company law, tax law; law and accountancy applicable in the financial services and the insurance sectors, employment law and social security law, legal requirements and professional standards concerning the statutory audit and statutory auditors, and professional ethics and independence of auditors; (c) demonstrate completion of a period of practical training satisfying the requirements of Article 4; (d) and produce a certificate of professional aptitude as defined in Article 5; or who: Section B (a) are approved within the meaning of Article 3 of Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC, hereafter the Directive 2006/43/EC, in another Member State of the European Union or of the European Economic Area; (b) and present a certificate of complementary training satisfying the requirements of Article 3 on applicable Luxembourg legislation in: or who: commercial law and company law, tax law; law and accountancy applicable in the financial services and the insurance sectors; Section C (a) satisfy the requirements for approval within the meaning of Article 3 of Directive 2006/43/EC in another Member State of the European Union or of the European Economic Area; (b) and present a certificate of complementary training satisfying the requirements of Article 3 on applicable Luxembourg legislation in: or who: commercial law and company law, tax law; law and accountancy applicable in the financial services and the insurance sectors; Section D (a) hold an approval in a third country imposing the same conditions as or equivalent conditions to those set out in Articles 4 and 6 to 10 of Directive 2006/43/EC and guaranteeing reciprocity to Luxembourg Réviseurs d Entreprises; Translator s note: all references to he/him in this document should be understood to include she/her 2 of 11

3 (b) and present a certificate of complementary training satisfying the requirements of Article 3 relating on applicable Luxembourg legislation in: commercial law and company law, tax law; law and accountancy applicable in the financial services and the insurance sectors; The CSSF shall establish, on the advice of a consultative committee appointed by the CSSF, a list of the approvals that meet the requirements of this section. Art. 2. Theoretical qualification (1) The diploma or diplomas referred to in Article 1, Section A, letter a) must be recognised by the competent authorities of the State in which they were awarded, and must not prohibit access to the profession of statutory auditor as defined in Directive 2006/43/EC. (2) The diploma or diplomas referred to in Article 1, Section A, letter a) shall refer to the following subjects in which the holder of the diploma must necessarily have been examined and the study of which corresponds to the minimum number of ECTS (European Credit Transfer and Accumulation System) credits (hereafter ECTS credits ) or equivalent 2 as indicated below: Subjects Minimum number of ECTS credits 1. general accounting theory and principles 10 2a. legal requirements and standards relating to the preparation of annual accounts 4 2b. legal requirements and standards relating to the preparation of consolidated accounts 2 3. international accounting standards 6 4. financial analysis 6 5. cost and management accounting 6 6a. risk management 2 6b. internal control 4 7. auditing and professional skills 6 8. international auditing standards 3 The diploma or diplomas shall also cover at least the following fields in so far as they relate to statutory audit and engagements conferred by law to Réviseurs d Entreprises: Subjects Minimum number of ECTS credits 9a. company law 4 9b. corporate governance law of insolvency and similar procedures 3 11a. civil law 1 11b. commercial law information technologies and computer systems business, general and financial economics 8 14a. mathematics 3 14b. statistics basic principles of the financial management of undertakings 6 2 Grand-Ducal Regulation of 20 June 2017 Translator s note: all references to he/him in this document should be understood to include she/her 3 of 11

4 (3) The CSSF shall establish, on the advice of a consultative committee appointed by the CSSF, a list of Master s degrees or diplomas corresponding to an equivalent training which fully or partially satisfy the requirements referred to in paragraphs (1) and (2) of this article. (4) In so far as the Master s degree or diploma corresponding to an equivalent training satisfies only partially the requirements referred to in paragraph (2) of this article, the list of diplomas provided for in paragraph (3) of this article shall mention the subject or subjects which will have to be supplemented by one or more certificates attesting that the holder has successfully passed an examination or tests in the subject or subjects in question. (5) The holder of a Master s degree or diploma corresponding to an equivalent training which is not included in the list of Master s degrees or diplomas corresponding to equivalent training provided for in paragraph (3) of this article includes with his application for admission to the practical training as a réviseur d entreprises an administrative certificate issued by the higher education institution which awarded the diploma, setting out the subjects in which he was examined and the number of ECTS credits corresponding to the courses taken in the subjects in question. (6) If the holder of the Master s degree or diploma corresponding to an equivalent training carried out his higher-education studies at several establishments, he shall append for each of those establishments an administrative certificate particularising the corresponding part of his studies. (7) To be considered the administrative certificate: must be lodged in the form of an original; must have been issued in the name of the holder, who must necessarily be mentioned; while following the scheme of the subjects referred to in paragraph (2) of this article, must indicate in what subjects the holder has been tested and record the number of ECTS credits per course ( ) 3. In cases where the same course meets several subjects, the administrative certificate shall state the total number of ECTS credits for this course and the breakdown between different subjects; must bear the name and seal of the higher education institution which has issued it, be dated and manually signed by a person authorised to bind the higher education institution, while mentioning the name and position of that person; if it refers to equivalences of unit value of the Diplôme de Comptabilité et de Gestion (DCG) or of the Diplôme Supérieur de Comptabilité et de Gestion (DSCG), must be accompanied by a statement of the higher education institution which has issued it attesting that those equivalences are granted to the establishment in question by the Ministry of National Education of the French Republic. (8) As long as the administrative certificate mentioned in paragraph (5) of this article is not appended to the application for admission to the practical training made in accordance with the provisions of Article 4 paragraph (5) or the administrative certificate does not take the form as described in paragraph (7) of this article, the application for admission to the practical training is regarded as incomplete. (9) In so far as the diploma or diplomas of a Master s degree or of an equivalent training do not cover all the subjects referred to in paragraph (2) of this article, it or they may be supplemented by one or more certificates attesting that the holder has successfully passed an examination or tests in the subjects in question. The candidate who has completed at least ten of the fifteen subjects matters referred to in paragraph 2 is accepted to the practical training and the certificate or certificates attesting the missing subjects must be submitted before registration for the professional aptitude examination. 3 Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 4 of 11

5 Art. 3. Certificate of complementary training (1) The certificate of complementary training referred to in Article 1, Sections A, letter b), B, letter b), C, letter b) and D, letter b), is granted by the rector of the University of Luxembourg on the basis of an evaluation of the examination results carried out by a panel of teachers appointed by the rector of the University of Luxembourg in accordance with the provisions of a convention between the State of the Grand Duchy of Luxembourg, the CSSF and the University of Luxembourg. The certificate is signed by the CSSF. (2) To obtain the certificate, it is necessary to obtain at least half of the marks of the examination or examinations for each of the subjects as defined and taught by the college of teachers in implementing the detailed program of the course referred to in paragraph 9 of this article. 4 The complementary training is suspended when the candidate interrupts his practical training in accordance with Article 4, paragraph (11). The CSSF may authorize the suspension of the complementary training for other valid reasons to be justified in writing. (3) The examinations are organised by the panel of teachers. (4) The language of the examinations is French. Upon the express request of the candidate and with the agreement of the teacher(s) concerned, the candidate may respond to the examination in Luxembourgish, German or English. (5) The number of presentations by examination is limited to six, the regular examination and the catch-up examination count individually. After six failures in a subject, the candidate must re-present all subjects presented successfully to date. An unexcused absence of a candidate for a session for which he is registered is equivalent to a failure. (6) Registration for an examination is authorised upon a decision of the CSSF. (7) For the registration to be authorised: (a) the persons referred to in Article 1, Section A, must, in accordance with Article 4, have been admitted and must have confirmed their registration and be performing their practical training at the date of the examinations or, in accordance to Article 9, paragraph (3) letter b) of the law of 23 July 2016 on the audit profession 5 have been exempted from the practical training. (b) the persons referred to in Article 1, Sections B, C and D, must have been informed by the CSSF of their compliance with letter a) of the sections in question. (8) The courses preparing for the examinations are organised within the framework of the University of Luxembourg on the basis of a convention concluded between the State of the Grand Duchy of Luxembourg, the CSSF and the University of Luxembourg. (9) The definition of the detailed programme of courses is entrusted by the CSSF to a steering committee within the University of Luxembourg, whose operations are governed by a convention concluded between the State of the Grand Duchy of Luxembourg, the CSSF and the University of Luxembourg. (10) Candidates who have attended the same courses and presented with success the examinations in the same subjects while performing a Master s degree in audit organised by the University of Luxembourg prior to their admission to the practical training are dispensed from taking the corresponding examinations of the certificate of complementary training. 4 Grand-Ducal Regulation of 23 July Grand-Ducal Regulation of 20 June 2017 Translator s note: all references to he/him in this document should be understood to include she/her 5 of 11

6 Art. 4. Practical training (1) The practical training referred to in Article 1, Section A, letter c), shall cover in particular the audit of annual accounts, of consolidated accounts or of similar financial statements. (2) Without prejudice to paragraph (3) of this article, the practical training shall have a minimum duration of three years and a maximum duration of seven years, except in the following cases: extension of the practical training of a duration of three years at the end of which is resubmitted the examination pursuant to Article 5 paragraph (8) letter b); in the event that the maximum duration of seven years occurs in the course of a calendar year before the date of the decision of the Jury to issue the aptitude examination certificate in accordance with Article 5 paragraph (6) in the context of the professional aptitude examination of the same calendar year, the practical training is extended to cover the interval between the normal ending date of the practical training and the aforementioned date of the decision of the Jury; subject to prior notification of the CSSF, extension of a period equivalent to the sum of the sick leave of an unbroken period of two months or more, maternity leave, including breastfeeding leave, and parental leave. The actual duration of the practical training is determined on the basis of a full-time period. In the case of part-time work or part-time occupation, the actual duration of the practical training is calculated in proportion to the part-time work or occupation. However, in order to be able to be taken into account to this end, the part-time work or occupation may not be less than 50% of the normal working hours. The practical training must be carried out for at least two years in a Member State of the European Union or of the European Economic Area with a natural or legal person approved there as a statutory auditor within the meaning of Directive 2006/43/EC and authorised there to train trainees, of which one year at least with a Réviseur d Entreprises Agréé or a Cabinet de Révision Agréé in Luxembourg satisfying the requirements of paragraph (4) of this article. The CSSF must be informed in advance of any part of the practical training occurring outside Luxembourg. After authorisation granted by the CSSF and the completion of the first two years of the practical training, the last part of the practical training may be carried out with any natural or legal person established in Luxembourg provided that person affords sufficient guarantees as to the training of the trainee and the trainee is closely monitored by a natural person acting as the tutor of the practical training. (3) A reduction of the practical training period may be granted by the CSSF to persons where it finds: (a) that they have the status of chartered accountant trainee (stagiaire expert-comptable) or chartered accountant (expert-comptable), without prejudice to the requirements for theoretical knowledge referred to in Article 1, Section A, letters a) and b); or (b) that they have carried out their practical training in whole or in part in another Member State of the European Union or in a third country. (4) Throughout the duration of his practical training, the candidate must be closely monitored by a tutor who, in Luxembourg, must, with the exception of the case referred to in paragraph (2) last paragraph of this article, be a Réviseur d Entreprises Agréé with more than three years professional experience or a Cabinet de Révision Agréé which has been established for more than three years. (5) In order to be admitted to the practical training, the candidate addresses an application to the CSSF, appending, for the purposes of the assessment of his theoretical qualification, a certified copy or, in the cases referred to by the Law of 29 May 2009 abolishing the obligation to furnish a certified copy of an original document, a copy of the documents constituting the diplomas referred to in Article 1, Section A, letter a). Translator s note: all references to he/him in this document should be understood to include she/her 6 of 11

7 (6) Admission to the practical training takes place by decision of the CSSF within the following deadlines as from the presentation of the candidate s complete admission file: (a) within one month if the diploma presented by the candidate is on the list issued by the CSSF in accordance with Article 2 paragraph (3) as corresponding in full to the requirements of Article 2 paragraphs (1) and (2); (b) within three months if the diploma presented by the candidate is not on the list issued by the CSSF in accordance with Article 2 paragraph (3) or is on that list but does not correspond in full to the requirements of Article 2 paragraph (1) and (2) and provided that the CSSF has considered that it can give a definitive opinion on the basis of the documents present in the admission file. (7) For the purpose of giving a definitive response on the higher education diploma(s) submitted by a candidate, the CSSF may arrange to be assisted by experts. (8) Admission to the practical training gives an entitlement to register to the practical training. Registration for the practical training must be confirmed by the candidate to the CSSF by letter or by any other means of communication accepted by the CSSF, countersigned by the tutor of the practical training, within one month of the notification of the decision of admission to the practical training. If so, the practical training starts on the date of the notification of admission to the practical training by the CSSF. By way of derogation from the preceding paragraph and upon the express request of the candidate, the CSSF may consider that the practical training began at a date preceding the date of the decision of admission to the practical training by no more than six months where the candidate has already been employed or occupied by a Réviseur d Entreprises Agréé or a Cabinet de Révision Agréé during that period. (9) Where registration for the practical training is not confirmed within the prescribed deadline, the actual start date of the practical training is delayed until the date of receipt of the confirmation. (10) Any change of tutor must be notified by the candidate to the CSSF by letter or by any other means of communication accepted by the CSSF, countersigned by the new tutor of the practical training, within one month. After this timeframe, the practical training is automatically interrupted until the date when the letter or the communication is received. (11) Any interruption and resumption of a practical training must be notified by the candidate to the CSSF by letter or by any other means of communication accepted by the CSSF, countersigned by the tutor of the practical training, within one month. In the event of omission to notify an interruption of the practical training, the latter is automatically extended by twice the period of the interruption. (12) ( ) 6 (13) The practical training ends: 1. with the decision of the Jury to issue the diploma attesting that the candidate has passed the professional aptitude examination in accordance with Article 5 paragraph (6); 2. with the resignation of the trainee; 3. with the expiry of the deadline laid down in Article 4 paragraph (2); or 4. following definitive exclusion through the application of Article 5 paragraph (8) letter c). 6 Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 7 of 11

8 Art. 5. The professional aptitude examination (1) The professional aptitude examination referred to in Article 1, Section A, letter d) (hereafter the examination ) has the aim of verifying the candidate s capacity to apply the theoretical knowledge referred to in Articles 2 and 3 to the practice of the Réviseur d Entreprises statutory audit procedures. (2) The examination consists of an ordinary session and an extraordinary session, which take place in a period from September to December 7. The extraordinary session is restricted to candidates who have undergone a partial referral at the ordinary session of the same year. (3) (a) The opening and closing dates of the ordinary and extraordinary sessions are fixed by the CSSF. The opening and closing dates of the ordinary session are notified to the candidates through the press and the CSSF website. Candidates who have undergone partial referral at the ordinary session are convened individually to the extraordinary session. (b) Registration for the ordinary session of the examination is authorised on the decision of the CSSF. A registered candidate who does not appear at the written examination will undergo a total referral, unless the candidate submits in writing a valid excuse for his absence. The Jury assesses the validity of the reason given by the candidate during their deliberations. (c) Except in the case of candidates exempt from the practical training on the basis of Article 9 paragraph (3) of the Law of 23 July 2016 on the audit profession 8 and without prejudice to Article 4 paragraph (3), the candidate must have been attending a practical training during 9 at least three years at the date of the ordinary session closing. (d) The candidate requests an authorisation from the CSSF. Except in the case of candidates authorised to present the examination on the basis of Article 9 paragraph (3) letter a) of the Law of 23 July 2016 on the audit profession 10, the candidate appends to his request: a copy of the certificate of complementary training referred to in Article 3 paragraph (1) with the exception of the case referred to in Article 3 paragraph (10); where appropriate, the original certificates referred to in Article 2 paragraph (9) 11 and of the Master s degree in audit referred to in Article 3 paragraph (10), or the examination results or the report if the candidate has not completed this Master s degree and a letter informing the nature of the engagements carried out during the practical training and the sectors covered. 12 (4) At the ordinary and extraordinary sessions, the examination consists of two separate parts, namely a written examination and an oral examination, each carrying 50% of the marks. (5) (a) In order to be able to present the oral examination, the candidate must obtain at least half the marks allocated to the written examination. (b) A candidate who does not obtain half the marks allocated to the written examination at the ordinary or extraordinary session will undergo complete referral. (6) (a) In order to pass the examination, the candidate must obtain at the ordinary or extraordinary session at least half the total amount of marks. 7 Grand-Ducal Regulation of 23 July Grand-Ducal Regulation of 20 June Grand-Ducal Regulation of 23 July Grand-Ducal Regulation of 20 June Grand-Ducal Regulation of 20 June Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 8 of 11

9 (b) In the event of admission, the candidate shall be issued with a diploma worded as follows: The Jury for the admission of Réviseurs d Entreprises candidates, upon production of the documents required and given the outcome of the result of the examinations undertaken, delivers to Mr/Ms born on at. the diploma certifying successful completion of the professional aptitude examination necessary to request the authorisation to practice the profession of Réviseur d Entreprises. (c) The grade attributed to the candidate depending on the percentage of marks obtained in the tests is recorded on the diploma as follows: ( ) 13 between 65 and less than 75% of the marks: grade cum laude ; between 75 and less than 85% of the marks: grade magna cum laude ; as from 85% of the marks: grade summa cum laude. (d) The diploma is signed by the president 14 of the Jury and the CSSF visa is applied. (7) (a) A candidate who fails to obtain half the total marks at the ordinary session is the subject of a partial referral and called to the extraordinary session of the same year. (b) A candidate who does not present the examinations of the extraordinary session of the same year is subject to a full referral. (c) Exceptionally, the Jury, upon a duly justified request from the candidate, may propose to the CSSF to admit the candidate to the ordinary session of the following year, which is then to be treated as an extraordinary session as far as that candidate is concerned. (8) (a) In the event of full referral, the candidate must present himself at a new ordinary session. (b) Following three full referrals, the candidate may present the examination one last time at the first ordinary examination session upon the expiry of a period of three years following the most recent full referral. (c) In the event of a further full referral or in the event of non-registration in the session concerned, the candidate is permanently excluded from the examination. (9) The written examination is composed of several unrelated practical questions relating to one or several subjects with regard to the Réviseur d Entreprises statutory audit procedures. (10) The oral examination relates to the practice of the profession, the procedures and the responsibilities of réviseurs d entreprises. (11) In order to guarantee the objectivity of the written examination copies, they are deposited anonymously by the candidate at the end of the examination. To that end, a code is allocated to the candidate before the written examination. Anonymity shall not be lifted until after the Jury has corrected the examination copies. (12) (a) The language of the examinations is French. (b) Upon express request from the candidate, he may express himself in the written and oral examinations in Luxembourgish, German or English. 13 Grand-Ducal Regulation of 23 July Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 9 of 11

10 Art. 6. The Jury (1) The examination shall take place before a Jury consisting of Réviseurs d Entreprises Agréés proposed by the Institut des Réviseurs d Entreprises and persons having specific knowledge or qualifications in the economic, legal, tax, accounting 15 or financial fields. (2) The Jury consists of at least six full members and as many alternates, of which three full members and three alternate members at least are representatives of the Institut des Réviseurs d Entreprises. They are appointed by the CSSF, which fixes the duration of their term of appointment. (3) (a) The chairman of the Jury, who must not be from the profession of Réviseur d Entreprises, is designated by the CSSF from among the Jury s members. In the event of a split vote during the deliberations of the Jury, the chairman shall have a casting vote. (b) A member of the CSSF staff acts as secretary. He attends the examination and Jury deliberations but shall not vote. (c) The remuneration of the Jury members and the secretary are fixed by the CSSF. (4) The Jury shall not start its deliberations unless all members are present. In the event that a full member is prevented from acting, he shall be replaced by an alternate while respecting the principle of the composition of the Jury. (5) (a) No one may take part, as a member of the Jury, in the deliberations with respect to a candidate who is a relative or a relative by marriage up to and including the fourth degree or with whom he has some other conflict of interest. (b) No one can also as a Jury member take part in the deliberations on a candidate who is attached to the same Cabinet de Révision that the candidate or if his independence may be questioned for another reason set out in the Code of Ethics governing the profession. (c) Before the opening date of the examination sessions, the full members of the Jury shall identify from the definitive list of registered candidates, which of them are affected by incompatibilities established in letters a) or b) of this paragraph and provide for their replacement among the Jury s alternate members. (6) Each separate part of the written examination is graded by two full members of the Jury, one being a Réviseur d Entreprises Agréé, the other not being a Réviseur d Entreprises Agréé, or by the alternate member or members appointed pursuant to paragraphs (4) and (5) of this article. (7) A full member who has a conflict of interest is replaced by the alternate member appointed pursuant to paragraph (5) of this article. (8) The Jury decides the admission, the partial referral or the full referral of the candidate. (9) At the end of the session, the Jury notifies the candidate of the result of his examination. The Jury communicates the overall results to the CSSF. (10) Internal rules of procedure to be developed by the Jury and approved by the CSSF shall lay down the general guidelines for the written and oral examinations and the subjects to be included in the written examination and the content of the oral examination interrogation. 15 Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 10 of 11

11 Art. 7. Transitional provisions (1) Candidates who began their practical training before the entry into force of the Grand-Ducal Regulation of 15 February 2010 must present the professional aptitude examination within the maximum period laid down in Article 4, paragraph 2. ( ) 16 Art. 8. Final provisions The Grand-Ducal Regulation of 15 February 2010 determining the requirements for the professional qualification of Réviseur d Entreprises is repealed. Art. 9. Execution Our Minister of Finance and our Minister of Higher Education and Research are responsible, each as far as he is concerned, for the execution of this Grand-Ducal Regulation, which will be published in the Mémorial. 16 Grand-Ducal Regulation of 23 July 2016 Translator s note: all references to he/him in this document should be understood to include she/her 11 of 11