Authorizes The Government To Change The Status Of The Order Of Chartered Accountants, Approved By Decree-Law No. 487/99, Of November 16, As Well As To Adapt The General System Of Administrative Offences With A View To Creating A Sanctions Framework In ...

Original Language Title: Autoriza o Governo a alterar o Estatuto da Ordem dos Revisores Oficiais de Contas, aprovado pelo Decreto-Lei n.º 487/99, de 16 de Novembro, bem como a adaptar o regime geral das contra-ordenações tendo em vista a criação de um quadro sancionatório no âmbi

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Read the untranslated law here: http://app.parlamento.pt/webutils/docs/doc.pdf?path=6148523063446f764c3246795a5868774d546f334e7a67774c336470626d6c7561574e7059585270646d467a4c316776644756346447397a4c334277624445354f5331594c6d527659773d3d&fich=ppl199-X.doc&Inline=false

1 PROPOSAL of law No. 199/X explanatory memorandum this proposal of law aims to allow the Government to change the status of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, as well as to adapt the General system of administrative offences with a view to creating a framework of sanctions in the exercise of functions by the National Board of Audit supervision , now created. The legislative initiative which the Government intends to carry out is to carry out the transposition into domestic law of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audit of annual and consolidated accounts (hereinafter ' the directive '). The Directive regulates the principles of integrity and professional ethics, introduces requirements of independence in the management of the quality control system and aims to promote the robustecimento of the system of supervision on the profession and improving cooperation between oversight bodies of the Auditors in the European Union. In essence, the directive aims to regulate the exercise of the activity in terms that help to ensure quality and the confidence of the markets on the audit functions. In the wake of these principles, the directive establish specific rules applicable to the provision of audit activity in public-interest entities. This qualification includes the entities whose securities are admitted on a regulated market, credit institutions and insurance undertakings, as well as other entities that are significant public relevance because of their type of activity, their size or their number of employees Considering the fact that qualifying match a system of increased transparency requirement , independence, and quality control, the option reflected in projects of diplomas was authorized to extend that qualifying 2 entities that play an important role in national economic and financial stability and regularity of markets, for which the exemption, the correctness and reliability of the documents of accountability has proved essential. Were thus considered also public-interest entities for the purposes of this regime, in particular the movable and fixed investment funds, pension funds, hedge funds and asset securitization companies and venture capital and public companies with a significant volume of business or net assets. This directive introduced a significant novelty in the supervision of the profession. In fact, by community imperative is created the National Council of audit Supervision (hereinafter ' CNSA '), to which is assigned ultimate responsibility for the oversight of the exercise of the activity and cooperation with competent authorities of third countries in the field of its competences. The public oversight system is characterized by an independent management, being integrated mostly by people who do not exercise the profession of Auditor. Indeed, the CNSA representatives of the Bank of Portugal, the Comissão do Mercado de Valores Mobiliários (hereinafter ' SEC '), of the Instituto de Seguros de Portugal, the Portuguese Institute of statutory auditors (hereinafter «OROC») and the General Inspectorate of finance, designated among the members of the respective administrative or General sub-inspectores. At the heart of the CNSA assignments are, inter alia, the issuance of a prior opinion, binding in nature, with regard to the standards of the quality control system, conduct and audit and evaluation annual plan proposed by the quality assurance and monitoring OROC implementation. The robustecimento of the system of supervision of the profession going on, too, by strengthening the independence of the quality control system driven by OROC, requiring that your organization, resources and financing are free of undue influence on the part of professionals and subjecting their activities to public supervision of the CNSA. The transposition of this directive still achieve on national legal systems an effort of harmonization of high level of the requirements of the statutory audit is due to the requirement for the application of international accounting standards, whether through the updating of training requirements is, through strengthening the ethical duties of order 3. In order to achieve progressive harmonization in Europe of auditing standards only if it allows international auditing standards adopted by the IAASB (International Auditing Assurance Standard Board) are additional national rules in special cases stemming from the specificity of legal environment. This is an exceptional situation, admitted only in duly substantiated cases, given that the aim is to avoid the coexistence in Europe of special schemes, which affects the audit groups of companies located in different Member States. The audit the economic groups, clarifies that when an auditor is pronounced on the true and fair view of the financial position and results disclosed in the consolidated financial statements, necessarily assumes responsibility for the accounting operations of reflection the whole group and not just the parent company. In addition, the new regime contains rules that allow you to avoid problems of confidentiality and information sharing when the audit of companies within the same group is carried out by different Auditors and rules designed to ensure any evidence of work done by a reviewer on a work of another, not limited to a mere record of opinion, having regard to the responsibility assumed in the consolidated. The duty of independence, integrity and objectivity of the statutory auditors is particularly denser in this new regime, imposing the duty to refuse any work when the concrete circumstances, without reason financial relationship, business, employment or other with the audited entity, are likely to impair the observance of those principles. In the specific cases of self-review, self-interest, representation, familiarity, trust or subpoena, the statutory auditor or audit firm can only perform the audit if it is possible to take the necessary measures to ensure its independence. The new regime determines still organizing a centralized public register accessible to the public, and the CNSA disclosure. At the same time is assigned to the OROC and the SEC responsibility for instituting the necessary procedures, in the context of better regulation, avoiding duplication of actions and processes of registration requirements.

4 So: under d) of paragraph 1 of article 197 of the Constitution, the Government presents to the Assembly of the Republic the following proposal of law: article 1 legislative authorization is granted the Government legislative authorization for: a) Create the mere social ordering illegal and general rules, substantive and procedural in nature, which are necessary to ensure compliance with the legal and regulatory rules that govern the audit activity; b) Review the status of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16.

Article 2 purpose and extent of legislative authorization as general rules, substantive and procedural in nature, appropriate to ensure compliance with the legal and regulatory rules that govern the audit activity 1-the use of legislative authorization conferred by previous article, can the Government set as a misdemeanour punishable by between € 10,000 and € 50,000: a) the violation of duties of independence or secrecy of statutory auditors and audit firms concerning the preparation and issuing legal certification of accounts; b) the violation of auditing standards issued by the competent authority; c) the violation of orders or warrants of entity responsible for the public oversight of statutory auditors and audit firms;


5 d) the breach of the duty to file documents relating to statutory audit and its preservation; and) the breach of the duty to provide statements or false information the entity responsible for the public oversight of statutory auditors and audit firms; f) violation of temporary interdiction regime of cominado activity as accessory penalties, notwithstanding the fact that be able to fit more serious sanction. 2-the use of legislative authorization conferred by previous article, can the Government set as a misdemeanour punishable by between € 2,500 and € 15,000: a) the violation of duties of communication provided by law; b) the breach of the duty of publishing the annual report of transparency; 3-the use of legislative authorization conferred by the preceding article, may the Government establish the liability of mere social ordering illegal that typify the title of fraud and negligence. 4-the Government can establish that the proceeding concerning social ordering of mere unlawful, both in the administrative phase as in the judicial phase, which typify the procedural rules apply and special substantive set out in the securities code and, in the alternative, the general scheme of the mere social ordering illegal. 5-the Government can establish the disclosure regime for entity responsible for the public oversight of statutory auditors and audit firms, in their entirety or extract, the decisions to assign responsibility for the practice of contravention regardless of whether such decisions are definitive, with express mention thereof; 6-the Government may settle for the mere social ordering unlawful typify the application, cumulatively with the main sanctions, of the following penalties: a) seizure and confiscation of the object of the offence, including the product of the benefit obtained by the infringer through the practice of administrative offense;

6 b) temporary Prohibition of the pursuit of the activity by the offender; c) revocation of approval or cancellation of the registration necessary for the exercise of functions.

Article 3 meaning and extent of legislative authorization regarding the revision of the Statute of the order of Chartered Accountants the sense and the extension of the legislation to be adopted are the following: to Change the order assignments) of statutory auditors in order to allow for their participation in the framework of the entity responsible for the public oversight of statutory auditors and audit firms and as well as to ensure the registration of statutory auditors and audit firms in public register and to promote conditions that allow public disclosure; b) review of audit concept, passing this to include examinations and other services related to the accounts of companies or other entities performed in accordance with auditing standards in force, comprising: i) the statutory audit carried out in compliance with legislative provisions and in the context of the supervisory mechanisms of the entities or companies reviewed in that the appointment of an auditor; II) auditing the accounts carried out in fulfillment of statutory or contractual, legal provision; III) relating to the services referred to in paragraph 1(a) above, where they have a purpose and a specific or limited scope or.



7 c) modification of the definition of activities that constitute duties of statutory auditors, in addition to those which form part of the activities of public interest, to cover the teaching, the exercise of functions of members of audit committees and audit bodies or supervision of companies or other entities, consulting and other services in connection with matters relating to their training and professional qualification in particular, evaluations, expert reports and studies arbitrations reorganization and restructuring of companies and other entities, financial analysis, economic and financial feasibility studies, training, studies and opinions on accounting and tax matters, review of tax returns and review of environmental and sustainability reports, insolvency administrator functions and liquidator, administrator or Manager of company subsidiaries for audit firms and the exercise of any of these functions does not call into question the system of exclusive dedication to the statutory auditor to adopt; d) Amendment of the system of appointment of statutory auditors, in order to harmonize it with the provisions of the companies code and the code of the securities relating to the same subject; e) Determination of the tenure and rotation of Auditors of public interest entities, the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006, stating that the maximum period of Office for audit partner responsible for guidance or direct execution of the statutory audit is seven years After his appointment, and may be designated again after a minimum period of two years, establishing the regularization of existing situations in which the period of seven years is exceeded at the time of designation is to new mandates; f) Amendment of the scheme laying down rules on the fixing of fees payable for the exercise of the statutory audit, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006, stating that such fees be fixed between the parties, taking into account criteria of reasonableness that meet, in particular , the nature, extent, 8 depth and time of the work required to implement a service in accordance with auditing standards in force and, in the special case of the exercise of public functions, cannot call into question the professional independence and the quality of work, they cannot be influenced or determined by the provision of additional services to the company or other entity subject to review or audit cannot be in kind and cannot be quotas or variables in the light of the results of the work carried out; g) Amendment of the system of training of Auditors, in order to tailor it to the scheme of the directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006, predicting that these must attend vocational training courses to promote the order of statutory auditors or by this recognized; h) Determination of a system of conservation of documents related to the exercise of public functions by the statutory auditors, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; I) amending the control system of quality to which they are subject the statutory auditors, predicting that it will be exercised by the order of Auditors under the supervision of the public entity, according to the scheme of the directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006; j) amendment of the duty of independence of statutory auditors, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006, establishing, as fundamental criteria, the statutory auditor should act free of any pressure or influence or interest and must avoid facts or circumstances which are likely to compromise his independence , integrity and objectivity, as well as defining the services that cannot be provided simultaneously with the statutory audit, the audit of public interest entities; l) amendment of the duty of professional secrecy of the statutory auditor by


9 legal certification of accounts of consolidated accounts, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; m) change in the system of professional liability insurance in order to reset the minimum value of such insurance, securing such a value, in the case of statutory auditors, in the € 500,000, in the case of audit firms in the € 500,000 times the number of audit partners and audit firm providing its activity under contract to provide services. n) clarification of some incompatibilities and impediments arising from the exercise of the functions of statutory auditor; the) modification of the rules of access to the profession, passing the required degree in auditing, accounting, law, economics, business administration or similar or any other undergraduate courses that for this purpose will be recognized by order of the Minister governing higher education, prior hearing of the order of Chartered Accountants; p) amendment of the disciplinary liability of statutory auditors and audit firms, reordering and redefinition of disciplinary penalties and by changing the minimum and maximum value of disciplinary fines to € 1000 and € 10,000, respectively, and the limitation period of the disciplinary offence, the same in the two years after that practice liable to constitute disciplinary offence; q) prediction that statutory auditors and audit firms to participate in national law societies which have as their sole object the provision of consultancy services and other services within the scope of matters relating to their training and professional qualification, namely evaluations, valuations and arbitrations, reorganization and restructuring of companies and other entities , financial analysis, economic and financial feasibility studies, training, studies and opinions on accounting and tax matters, review of tax returns and review environmental and sustainability reporting;

10 r) Revision of the terms on which should be signed the documents of a society of statutory auditors in the performance of their duties in the public interest, in its relations with third parties, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; s) amendment to provide evidence of the examinations for admission to the order of statutory auditors, in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; t) Adaptation of the system of obtaining, suspension and loss of quality of statutory auditor; u) updating of rules on the recognition of the professional qualification of Auditors from other Member States of the European Union, as well as on the register of Auditors from third countries in the light of the provisions of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006; v) Consecration, in transposition of the directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006, a duty of drafting and disseminating a transparency report by the statutory auditors and audit firms that perform audit the accounts of public-interest entities and as well as defining the situations in which it may be entitled to non-disclosure of information; x) Consecration, in transposition of the directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006, the duty to communicate to the supervisory organ of the entities audited by the statutory auditors or audit firms that perform audit the accounts of public-interest entities, including the annual confirmation of independence in respect of the audited entity , the annual communication of all additional services provided to the audited entity, as well as the analysis of the threats to the independence and the safeguards applied to mitigate those threats;

11 z) extension of the arrangement provided for in paragraph 5 of article 177 and in paragraph 1 of article 180 of the code of criminal procedure, respectively, to searches and seizures in audit offices; AA) Creation, in transposition of the directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006, of a public register of statutory auditors and audit firms, whose content must be reported to the public oversight of the profession for the purposes of public disclosure.

Article 4 Duration the legislative authorization granted by this law lasts for 180 days.

Article 5 entry into force this law shall enter into force on the day following that of its publication.

Seen and approved by the Council of Ministers of 24 April 2008 the Prime Minister, the Minister of Parliamentary Affairs Minister Presidency 12 this Ordinance introduces the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, the changes resulting from the transposition into domestic law of Directive No. 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audit of annual and consolidated accounts. In essence, this Ordinance comes in national legal order materialise an effort of harmonization of high level of the requirements of the statutory audit by via, is the requirement for the application of international accounting standards, is the updating of training requirements, is strengthening the obligations of ethical order-independence, confidentiality, prevention of conflicts of interest and other- , is the creation of independent quality control structures and public oversight. This scheme, set on a community basis, aims to ensure the further improvement of the quality of the statutory accounts, which is a factor that contributes to improve the integrity and efficiency of financial statements and, to that extent, increase the orderly functioning of markets. These changes manifest themselves with a particular focus on setting up a legal regime of enforced requirement applies to public interest entities, thus qualified under Decree-Law No. xx/xxxx of xx, xxx of 2008. In this sense we must, as a requirement of independence, the rotation of the partner responsible for guidance or execution of the statutory audit at intervals not exceeding 7 years and a ban on carrying out statutory audit in cases of self-review or self-interest, establishes the duty of preparing and disseminating a transparency report by the statutory auditors and audit firms and subject the same to a control more frequent quality – every three years. When it comes to quality control, this Directive expresses a particular concern to ensure its independence, is requiring that the organisation, resources and financing are free from any possible undue influence by statutory auditors, be subject to public oversight on the part of the National Council for supervision of audit.


13 the duty of independence, integrity and objectivity of the statutory auditors is particularly denser in this new regime, imposing the duty to refuse any work when the concrete circumstances-financial relationship, business, or other entity examined – are likely to impair the observance of those principles. In the specific cases of self-review, self-interest, representation, familiarity, trust or intimidation, the reviewer or can only perform the audit of accounts if possible take the necessary measures to ensure its independence. This implementation reflects the intention to promote a high level of harmonisation and quality of official revisions, determining that they are performed on the basis of international auditing standards. Only when they're concerned matters not covered by these rules, will be legitimate procedures or apply additional audit requirements. In the case of consolidated accounts, clarified the definition of the responsibilities of the different statutory auditors carrying out the audit of parts of the group, to the effect that the group auditor takes full responsibility for the legal certification of accounts consolidated accounts. An important aspect of the regime introduced by the Directive is the Organization of a public register, whose contents and terms of the respective registration and update are provided for in this amendment to the Statute of the order of Chartered Accountants. The information entered is communicated to the National Board of audit Supervision for the purposes of public disclosure. Take advantage of the opportunity to undertake the clarification of the concepts of audit and statutory audit. In fact, these concepts are often used in legal acts with a content and meaning not always coincident with the provisions of the Statute of the order of Chartered Accountants. In this respect, and in order to avoid potential conflicts of different conceptual framework arising from the regime, is now a uniform terminology. So, come to adopt a concept of sufficiently broad and flexible audit in order to understand all forms of exercise of 14 activity, including the statutory audit. The audit also includes the audit of financial nature and statistics due to legal provision, distinct from the statutory audit. Under the rules specifically related to the exercise of the profession, this decree-law shall the implementation of functions that are part of the core activities of the exercise by the statutory auditors, and, at the same time, upgrading the system of incompatibilities and impediments, in order, once again, the increase in quality in the practice of the profession. Finally, the harmonization of concepts and terms used in the regulations of statutory auditors in the light of recent legislative changes that have occurred in the commercial companies code in the Código dos Valores Mobiliários and other qualifications applicable to undertakings or entities subject to audit.

So: the use of legislative authorization granted by law, and pursuant to points (a)) and b) of paragraph 1 of article 198 of the Constitution, the Government decrees the following: article 1 amendment to the Statute of the order of Chartered Accountants are amended articles 5, 13, 16, 17, 18, 20, 25, 29, 30, 41, 43, 44, 45, 46 , 47, 48, 49, 50, 52, 54, 55, 58, 60, 61, 62, 68, 69, 71, 72, 73, 76, 77, 78, 79, 81, 88, 96, 97, 98, 99, 100, 101, 102, 103, 105, 106, 117, 118, 119, 121, 124, 126, 127, 129, 142, 144, 148, 149, 152, 153 and 163 of the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99 , of 16 November, which are replaced by the following: ' article 15 5 [...] Constitute the order assignments: a) Exercise jurisdiction over all respect to audit activity on the accounts and related services, companies or other entities, in accordance with auditing standards in force; b) […]; c) […]; d) […]; e) […]; f) […]; g) […]; h) […]; I) Ensure the registration of statutory auditors and audit firms in public register and promote conditions that allow public disclosure; j) [previous subparagraph (i))]; k) [previous (j))]; l) [previous k)]; m) [previous (l))]; n) [previous subparagraph m)]; the) [previous (n))]; p) [previous point)]; q) [previous) (p)].

16 Article 13 [...] 1-the deliberations of the collegiate bodies of the order shall be taken by a simple majority and entered in the minutes. 2-In all collegiate bodies the President or who the substitute has the casting vote. 3-the deliberations of bodies of the order can be the subject of contentious reaction, pursuant to law, to the administrative courts.

Article 16 [...] Racing, in particular, to the General Assembly, without prejudice to any other powers provided for in this Decree-Law: to approve the acquisition) and loss of quality of honorary members of the order; b) electing and dismissing the members of the governing bodies; c) [previous subparagraph (b))]; d) approve compensation and other allowances to be allocated for the effective implementation of any Office in the bodies of the order; e) Approve annually the business plan and the ordinary and supplementary budgets, as well as the report and accounts of the previous financial year; f) [Former subparagraph (d))]; g) approving the amount of quotas and fees and fees to be charged for services rendered; h) approve and issue recommendations on motions concerning professional or technical Association,;

17 i) approving the code of ethics and professional ethics, the electoral regulation, the disciplinary regulations and other regulations, with the exception of Congressional regulation of Auditors as well as the respective amendments; j) [previous article)]. Article 17 [...] 1-the General Assembly must be convened by the President, by written communication addressed to the reviewers, at least 15 days, and should be included in the notice calling the agenda, date and place of the hearing. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6-are not allowed to participate in the discussion or the vote statutory auditors with late payments, exceeding two months, of any of the amounts referred to in article 67 7-the general meeting can only deliberate about the issues listed in its agenda. 8-statutory auditors who wish to submit any matter to the General Assembly shall apply to the President, with the advance of at least 10 days from the date of the meeting, who can sign up on the agenda. 9 - […]. 10-the addition to the agenda must be brought to the attention of the members of the General Assembly on the three days immediately following the formulation of the application for registration.

18 11-[...].

Article 18 [...] 1-[...]. 2 - […]. 3 - […]. 4-the ordinary General Assembly will fit even to comment on any other issues listed in the agenda.

Article 20 [...] 1-in November, every three years, will bring together electoral General Assembly for election of all the members of the organs of the order referred to in the following article for the three-year period beginning on the day on January 1 of the following year. 2-the vote shall be: a) in person, working to that end, polling stations for a period of 12 hours, at Headquarters and in the regional sections; b) By mail. 3 - [...]. 4 - [...]. 5 - [...].



19 article 25 [...] […]: a) […]; b) […]; c) […]; d) give an opinion on the annual continuous training plan to be submitted by the Governing Board; e) […]; f) give an opinion on the amount of quotas, taxes and fees and on compensation and other allowances to be allocated for the effective implementation of any Office in the bodies of the order; g) […].

Article 29 [...] 1-[...]. 2 - [...]. 3-In case of permanent impediment or vacancy of the post of the President this will be replaced by the Vice President. 4-In case of permanent impediment or vacancy of the post of the Vice President will be replaced by a vowel co-opted by the Chairman and the vowels take account to the order of seniority of the alternates in the replacements they should achieve. 5-[...].

20 article 30 [...] 1-[...]:) [...]; b) […]; c) […]; d) […]; and Propose to the General Assembly each year) the amount of the dues, taxes and fees to be charged by order; f) […]; g) […]; h) Organize, update and publish electronically a statutory registration where, in particular, the elements relating to his professional activities, positions performed in order, praise received, suspension and cancellation of the registration and disciplinary and penal sanctions; i) […]; j) approve the creation of technical committees, the definition of their duties and their remuneration and other allowances of the members; k) […]; l) […]; m) [...]; n) [...]; o) [...]. 2 - […].


21 article 41 audit activity Audit incorporates the examinations and other services related to the accounts of companies or other entities performed in accordance with auditing standards in force, comprising: a) the statutory audit carried out in compliance with legislative provisions and in the context of the supervisory mechanisms of the entities or companies reviewed in that the appointment of an auditor; b) auditing the accounts carried out in fulfillment of statutory or contractual, legal provision; c) services related to the referred to in paragraph 1(a) above, where they have a purpose and a specific or limited scope or.

Article 43 [...] 1-the statutory audit is carried out by statutory auditors who for this purpose have been elected or appointed, as appropriate, by the competent organs of the undertakings or entities which are subject to such a review, in accordance with the legal provisions applicable to those entities. 2-statutory auditors carrying out the statutory audit of the supervisory body of the audited entity or act independently, in accordance with the applicable legal provisions. 3-the exercise of statutory audit implies that statutory auditors stay subject to complex powers and duties specifically assigned to them by the legal provisions governing companies or entities that are subject to such a review, without prejudice of its status set out in title II himself 22. 4 - […]. Article 44 [...] 1-[...]. 2-the legal certification of accounts expresses the auditor's opinion that the individual financial statements and/or consolidated, or not, a true and fair view of the financial position of the company or other entity, as well as the results of operations and cash flows, on the date and the period to which they relate in accordance with the financial reporting structure identified and, where appropriate, that the financial statements relate, or not, the applicable legal requirements. 3-the legal certification of accounts shall conclude by expressing an opinion with or without reservations, an excuse, an adverse opinion, with or without accents, in accordance with the procedures defined in audit standards in force. 4-When the individual financial statements of the parent undertaking are attached to the consolidated financial statements, the legal certification of the consolidated accounts may be combined with the statutory annual accounts of the parent company. 5-Verified the absence, insufficiency or significant matter of concealment, the statutory auditors shall issue a declaration of impossibility of legal certification, and may only be issued to legal certification of accounts at a later date if you come to verify that, however, the accounts have been provided or supplied the weaknesses identified in the said statement of impossibility. 6-[previous No. 5]. 7-[previous paragraph 6].

23 8-legal actions intended to argue the falsity of the legal certification of accounts or of the impossibility of legal certification should be proposed within 120 days of the deadline for the registration of accountability or, when required, to their publication on the Internet of public access, or the time limit for publication that legally override or, if earlier, the certification or declaration of impossibility of certification by any other way. 9-in the case of distribution or public offerings of other operations in the regulated market, the time limit referred to in the preceding paragraph shall be counted from the date of termination of the operation. 10-applies to the corporate auditor's report issuers of shares admitted to trading on a regulated market the scheme established for the legal certification of accounts. 11-the subject of this article shall be regulated through audit standards, which must comply with international auditing standards adopted by the European Commission, except: the subject matter) which is not subject to standard adopted by the European Commission; b) the imposition of procedures or requirements in addition to audit or, in exceptional cases, short of international auditing standards course of specific legal requirements as to the scope of the statutory audit.

Article 45 [...] Arising from the realization of accounts audit, statutory or contract will be issued the audit report on the financial statements under review, according to the audit standards in force.

24 Article 46 [...] Arising from the performance of services relating to the statutory audit and the audit the accounts will be issued, when appropriate, report describing the nature and extent of the work and its conclusion, according to the audit standards in force. Article 47 [...] 1-specific skills revisores oficiais de contas inherent to the exercise of the statutory audit are defined by the law governing companies or other entities covered by the review. 2 - […]. Article 48 [...] They are also duties of the statutory auditors, outside the scope of the public interest, the exercise of the functions of the) Teaching; b) members of audit committees and audit bodies or supervision of companies or other entities; c) consultancy and other services within the scope of matters relating to their professional training and skills, including evaluations, valuations and arbitrations, reorganization and restructuring of companies and other entities, financial analysis, economic and financial feasibility studies, training, studies and opinions on accounting matters, review of tax returns, preparation of studies, opinions and other support and advice on fiscal and quasi-fiscal matters and reviewing environmental and sustainability 25 reports; d) the insolvency Administrator and liquidator; e) administrator or Manager of companies reported by audit firms, referred to in paragraph 7 of article 96 article 49 [...] 1-[...]. 2 - […]. 3 - […]. 4 - […]. 5 - […]. 6-the links established by statutory auditors or audit firms partners with a view to carrying out the tasks provided for in article 48 shall be without prejudice to the exercise of its functions under exclusive dedication.

Article 50 [...] 1-the appointment of statutory auditors or audit firm for the statutory audit of companies or other bodies shall be borne by the respective General Assembly or who have jurisdiction for that purpose, in accordance with the applicable legal provisions. 2 - [...]. 3-the appointment of statutory auditor or audit firm between two assemblies is the responsibility of the respective table and, in the absence thereof, the governing body, but shall be subject to ratification by the Assembly General 26 following, under penalty of termination of the contract by the statutory auditor, without prejudice to the right to the remuneration corresponding to the period in which he served. 4-the appointment of statutory auditor or audit firm for issuers of securities admitted to trading on a regulated market shall be governed by the provisions of the commercial companies code and in the code of securities and the rules adopted by the securities market Commission. 5 - […]. 6 - […]. 7-the appointment of statutory auditors or audit firm for the statutory audit of companies or other entities and registered in the Registry Office competent for registration will only be valid in case of those have given their express consent in writing. 8-the appointment of statutory auditors or audit firm for the exercise of any other public interest functions that require their own autonomous intervention shall be made in accordance with the applicable legal provisions.

Article 52 [...] 1-[...]: a) Elaborate document of legal certification of accounts, in one of his modes, or statement of impossibility of legal certification; b) draw up any other reports arising from legal or statutory requirement, in accordance with the standards or the recommendations issued by the order;


27 c) [...]; d) where appropriate, require the convening of the General Assembly alone, when the Supervisory Board, and must do it, didn't do it. 2-in the exercise of any other public interest functions by law require the involvement of its own and of statutory auditors, in which there is no obligation to issue certifications or reports, should the same audit standards in force that may be applicable to the case. 3 - [...]. 4 - [...]. Article 54 Tenure and rotation-1 [previous article body]. 2-In public-interest entities the maximum period of Office for audit partner responsible for guidance or direct execution of the statutory audit is seven years from the date of appointment, and may be designated again after a minimum period of two years. Article 55 [...] 1-firms or other entities with statutory auditors conclude service contracts relating to the exercise of public functions are required to communicate to the order, within 15 days after the conclusion of the same: a) the statutory auditor's name or business name of the audit firm; b) the nature and the duration of the service. 2 - […]. 3 - […].

28 article 58 1 media Duties-statutory auditors shall communicate to the order, within 15 days, the onset and termination of all contracts to provide services relating to the exercise of public functions. 2-statutory auditors shall provide the order, within a period to be established by the Governing Board, an annual professional activity exercised map, containing the identification of customers, the characterization of the functions, the fees charged and the period to which they relate.

Article 60 [...] 1-in the exercise of statutory audits of companies or other entities, the fees shall be fixed between the parties, taking into account criteria of reasonableness that meet, in particular, the nature, extent, depth and time of the work required to implement a service in accordance with auditing standards in force. 2 - […]. 3 - […]. 4 - […]. 5-in the exercise of public functions, the fees of the Auditor can never call into question their professional independence and the quality of his work, nor be influenced or determined by the provision of additional services to 29 company or other entity subject to review or audit, or be in kind and not be quotas or variables in the light of the results of the work carried out.

Article 61 [...] 1-[...]. 2 - […]. 3-3-in the case of compulsive suspension or cancellation, the professional certificate must be returned no later than eight days from the date of notification of the decision in the process and which has become final, and, in all other cases, notification to that effect to the statutory auditor by registered letter with acknowledgement of receipt. 4 - […]. 5 - […]. 6 - […]. 7 - […].

Article 62 [...] 1-[...]. 2-With a view to continually update their knowledge, the statutory auditors shall attend vocational training courses to promote the order or by this recognized, in accordance with the fix in regulation. 3 - [...].

30 4-statutory auditors must organize, the pursuit of each of the functions in the public interest, a process instructed according to the audit standards in force, and in particular with the evidence of the work done and with the explanation of the relevant conclusions in which relied to formulate their professional opinion, in order to issue the legal certification of accounts , the opinion or the audit report, as well as with documentation of all major risks that could compromise their independence and the safeguards applied to limit these risks. 5-the procedures referred to in paragraph 1 shall be kept for a period of five years. Article 68 [...] 1-statutory auditors are subject to quality control, which will be exercised by order, under the supervision of the CNSA, in accordance with the respective regulations and applicable Community standards. 2-quality control of the activity carried out by statutory auditors in relation to public interest functions, shall be exercised in accordance with an annual plan. 3-the quality of the activity carried out by statutory auditors, for functions that are not in the public interest, with the exception of teaching, will consist essentially in the verification of compliance with the law and regulations approved by order. 4-in addition to the quality controls laid down in the annual plan, will be also checked, by resolution of the Board of Directors, statutory auditors and audit firms that, in the exercise of their professional activity: a) Reveal expresses unsuitability of human and material resources used in relation to the volume of services provided;

31 b) Present strong evidence of non-compliance with legal rules or regulations or audit standards in force. 5-For the purposes of point (b)) of the previous paragraph assumes that there are strong indications of non-compliance with audit standards, where the fees charged by statutory auditors are significantly lower than those that would result from the application of the criteria laid down by article 60 article 69 Obligation of independence 1-On your professional activity the auditor should act free of any pressure or influence or interest and must avoid facts or circumstances which are likely to compromise their independence, integrity or objectivity, according to standards of a third objective, reasonable and informed. 2-the statutory auditor should refuse any work that might diminish its independence, integrity and objectivity, particularly when there is no financial, business relationship, business or other, such as the direct or indirect provision of complementary services other than audit between the statutory auditor, the audit firm or the network and the audited entity by virtue of which an objective, reasonable and informed third party, would conclude that independence was compromised. 3-If the independence of the statutory auditor or audit firm is affected by threats, such as self-review, self-interest, representation, familiarity or trust or intimidation, the reviewer or adopt the measures necessary to ensure their independence, otherwise should not perform the audit.

32 4-The statutory auditor is prohibited from conducting the audit of public interest entities in cases of self-review or self-interest. 5-the risk of self-review exists whenever a statutory auditor, an audit firm, an entity of a corporate network or a partner, Manager or employee participates in the preparation of accounting records or financial statements of the client of the statutory audit. 6-the risk of personal interest exists where the statutory auditor's independence may be threatened by a financial interest or by a conflict of personal interests of a different nature, in particular, by virtue of a direct or indirect financial participation on the client or an excessive dependence of fees payable by customer for the review of accounts or for other services. 7-The auditor of public-interest entities is prohibited the simultaneous delivery to these entities, audit and any of the following services: a) preparation of accounting records and financial statements; b) design and implementation of information technology systems in the accounting domain, unless that company assume responsibility for the overall internal control system or the service to be provided in accordance with the specifications defined by it; c) actuarial studies intended to register their responsibilities; d) assets assessment services or financial liabilities representing material amounts in the context of the financial statements and the evaluation involves a high degree of subjectivity; e) within the framework of Representation dispute resolution;


33 f) selection and recruitment of senior management. 8-the duty of independence referred to in paragraphs 1, 2 and 3 shall apply: a) The statutory auditor and audit firm of which he is a partner; (b)) To other professionals involved in the audit. 9-the statutory auditor shall ensure compliance with the provisions of this article, and should have an appropriate system of safeguards to address potential risks to its independence. 10-the prohibition to provide services referred to in paragraphs 4 and 5 also applies to audit firms and their partners, and also to legal persons forming part of the network to which the audit firm belongs. 11-for the purposes of this decree-law, the concept of the network means the wider framework for cooperation, to which a statutory auditor or an audit firm, and who has clearly aimed at profit or cost-sharing or shares common ownership, in control or management, common policies and procedures of quality control , the common strategy, the use of a common name or a significant part of professional resources. 12-The members or shareholders of an audit firm, as well as the members of the administrative and supervision of that company, or a subsidiary, should refrain from having any intervention in the execution of an audit, which could compromise the independence and objectivity of the statutory auditor carrying out the audit on behalf of the audit firm.



34 article 71 information and publicity 1-the statutory auditor may disclose your professional activity in an objective and truthful, in strict respect of the deontological duty of professional secrecy and legal rules on advertising and competition. 2-matter listed in this article shall be regulated in the code of ethics and professional ethics.

Article 72 [...] 1-[...]. 2 - […]. 3 - […]: a) […]; b) […]; c) communications and information between statutory auditors within the scope of the statutory audit of consolidated accounts of companies or other entities, to the extent strictly necessary for the performance of its functions, and the statutory auditors give knowledge thereof to the Administration, management, management or its management company or other entity. d) communications and information relevant to the audited entity made by the statutory auditor or audit firm that is overwritten to the statutory auditor or the audit firm to replace.

35 4-the duty of professional secrecy when the defense is concerned the dignity, rights and legitimate interests of own statutory auditor or audit firm, by previous authorization of the Chairman of the order. 5-statutory auditors who cease functions of public interest in a particular entity remain linked to the duty of professional secrecy with regard to the work carried out in the exercise of these functions.

Article 73 1 professional liability insurance-in the exercise of their professional activity, the civil liability of statutory auditors, even when under the service contract pursuant to point (c)) of paragraph 1 of article 49, shall be guaranteed by personal professional liability insurance, with a minimum threshold of € 500,000. 2-civil liability of audit firms should be guaranteed by insurance, with a minimum threshold of € 500,000 times the number of reviewers and members of statutory auditors who are under the conditions laid down in (c) below) of paragraph 1 of article 49-3 [...]. 4 - […]. 5 - […]. 6 - […]. 7 - […]. 8 - […]. 9 - […].

36 76 [...] Cannot serve to review or audit the accounts, pursuant to legal provisions, statutory or contract, which continued in more than five companies or other entities, the statutory auditors who do not exercise their activity in exclusive dedication.

Article 77 [...] 1-Without prejudice to the provisions of article 48, the statutory auditors may not exercise functions of members of the administrative, management, direction or management in enterprises or other entities. 2-the provisions of the preceding paragraph does not exclude the possibility of exercise by the statutory auditors of the functions it referred to or legally assimilated to them in public utility corporate bodies or mere administrative utilities, as well as in private social welfare institutions or non-profit associations. 3 - […]. Article 78 [...] 1-cannot serve audit the accounts in a company or other entity the Auditor that:) [...]; b) […]; c) […]; d) […];

37 e) [...]. 2 - […]. 3 - […].

Article 79 1 Impediments-the statutory auditors, including the partners of audit firm representatives in the exercise of these functions, which in the last three years have exercised statutory functions in a company or other entity may not her serve of members of its administrative or management. 2-statutory auditors or audit firms that carry out functions in public-interest entities are prevented from hiring employees of these entities, during the period of the mandate and until three years after its termination. 3-The statutory auditors and audit firms partners serving in public interest entities are not allowed to conclude contracts with such companies or exercising functions of members of its administrative, management, direction or management, during the period of the mandate and until three years after its termination. 4-failure to comply with the provisions of paragraph 1 shall entail the invalidity of the election or designation for the corresponding charge and punishment with term of no less than the fine and of paragraphs 2 and 3 the punishment with term of no less than the penalty provided for in this Statute.



38 article 81 [...] 1-disciplinary penalties are: a) [...]; b) […]; c) fine of € 1,000 to € 10,000; d) Censure; e) […]; f) […]. 2 - […]. 3 - […]. 4 - […]. 5-will be punished with a term of no less than the penalty the facts that involve the violation of the provisions of paragraph 4 of article 62, paragraph 3 of article 69 and in articles 76, 77 and 78 6-6 – the penalty to be applied for infringement of the provisions of paragraph 4 of article 62 shall take into account the economic benefit improperly received. 7-[previous paragraph 6]. 8-in conjunction with any of the above penalties may be imposed on the responsible for any of the offences the following disciplinary penalties depending on the gravity of the infringement and of the agent's fault: a) the refund of amounts, documents or objects related to the offence, including the product of economic benefit obtained by the infringer through his practice;

39 b) publication of the definitive punishment on the Internet Web site of the order. 9-the order shall communicate to the competent authorities of the Member States of the European Union, in which statutory auditors or audit firms are allowed to serve, the imposition of a punishment of expulsion or compulsory cancellation of registration. Article 88 [...] 1-the disciplinary procedure shall cease, by prescription as soon as on the practice in fact liable to constitute disciplinary offence two years have elapsed. 2-Notwithstanding the time limit laid down in the preceding paragraph, the disciplinary board shall exercise disciplinary procedure, within 90 days, after having been informed of any fact likely to constitute disciplinary offence. 3 the fact that constitute simultaneously crime and disciplinary offence, the limitation period will be the criminal procedure, since higher than provided for in paragraph 1. 4-the criminal procedure determines the suspension of disciplinary procedure.

Article 96 shares and other forms of Association 1-Without prejudice to the provisions of paragraph 4, the members of the audit firms should be registered in the order reviewers as well as statutory auditors who possess the qualification referred to in article 124 in any of


40 substances that make up the program of examination for admission to the order. 2-Any statutory auditor individually can be a member of more than one audit firm, except when, for whatever reason, are demonstrably out of an audit firm to join as a partner in another, in which case it will be prevented in the output of society to exercise their rights and social duties that exceed what is required to achieve this output. 3-statutory auditors which, at the time of entry as members of an audit firm, are linked to acts or contracts will be for her replaced in their rights and obligations. 4-An audit firm can be a partner of another or other audit firms or be held in the capital by audit firms or by companies authorised to exercise the profession in any of the other Member States of the European Union, and the representative of the participating company always be a registered auditor or person with title equated authorized to exercise the profession in a Member State. 5 - […]. 6-audit firms can join each other forming consortiums, groups of companies, European economic interest groupings or other forms of association with a view to exercise in common activities to integrate in your subject, getting such associations subject to the legal and regulatory regime of the order. 7-statutory auditors and audit firms may also participate in national law societies which have as their sole object the provision of services referred to in point (c) article 48 41) Article 97 [...] 1-[...]. 2 - […]. 3 - […]. 4-If the situation that gave rise to the suspension provided for in the preceding paragraph compulsive is not regularized within 60 days after the notification of the suspension the inscription of society will be compulsively canceled. 5-[previous paragraph 4]. 6-[previous No. 5].

Article 98 [...] 1-the firm of audit firms will be mandatory and exclusively composed:) by the names of all the partners, or at least one of the partners registered auditor or person, whether natural or legal, recognised for the practice of the profession in any of the other Member States of the European Union, in full or abbreviated; and (b)) by the qualifying expression ' audit firm ', or in abbreviated form ' SROC», followed by the legal type adopted; 2 - [...]. 3 - [...]. 4-When, for any reason, ceases to be a partner in natural or legal person whose name or business figure at the firm, society will not become necessary to amend such firm, except opposition of your successors or the partner who left to be 42 or express provision of the Statute to the contrary. 5 - […]. 6-In any case, the firm of audit firms cannot be equal or so similar to another already registered who may be confused.

Article 99 [...] The draft statutes and amendments shall be submitted to the Commission for approval, which shall give an opinion within 30 days, that this Commission may extend occurring justified reason, about whether they are in accordance with the standards laid down in the present law.

Article 100 [...] 1-audit firms will be in the manner provided for in the law for commercial companies, except when there is entry of immovable property, in which case the Constitution should be made in the manner required for the transmission of real estate. 2 - […]. Article 101 [...] 1-[...]. 2-the application must be accompanied by an authenticated copy of the Constitution document. 3 - […]. 4 - […].

43 5-[...].

Article 102 [...] 1-within 60 days after the incorporation of the company shall be deposited for the purposes of registration in the order, a certificate attesting registration in the commercial registry, when applicable, as well as a copy of the statutes. 2-audit firms that don't adopt the legal types provided for in the commercial companies code acquire legal personality by the registry in the order which should promote their official publication. 3 - […]. Article 103 [...] 1-the process of changing of partners follows, on the applicable and with the necessary adaptations, the provisions of articles 99, 100, 101 and 102 2-If, for any reason, leave or enter partners, will be the company obligated to carry out, within a period of 60 days, the proper change and apply to the Commission, within 30 days of the date of this confirmation of inscription, delivering the certified copy of the minutes of its deliberations or the contractual instrument, as the case may be. 3-the death of a partner, this must be communicated to the Commission for registration within 30 days after knowledge by the society and the consequent amendment of the Statute should be started in 60 days unless the delay caused by reason of consideration in shaping the fate of part of that capital partner, respecting the provisions of articles 96 and 97 44 article 105 [...] 1-in relations with third parties , certifications, reports and other documents of an audit firm, in the exercise of public functions, shall be signed, on behalf and in representation of the company for an administrator or Manager, partner or the partner responsible for your development or another partner with competence and a lot of power. 2-If the partner, not administrator or Manager, has not been responsible for guiding or performing the work, these documents should also be signed by the respective reviewer Advisor or executor. 3-In any of the cases referred to in the preceding paragraphs, must be affixed to the identification of the people who sign the certifications, reports and other documents mentioned therein.

Article 106 [...] 1-[...].

2-each of the shares may not be less than € 100, in the case of shares, or less than 1 euro, in the case of actions, and should always be divisible by these amounts. 3 - [...]. 4-the amounts resulting from the release of cash entries at the time of subscription shall be deposited in a credit institution, before the conclusion of the contract of Constitution, to an account opened in the name of the future society. 5 - […]:

45 a) […]; b) after concluded the contract of Constitution, if the partners allow administrators, directors or managers to carry them for certain purposes; c) […]. 6 - […]. 7 - […].

Article 117 [...] The project of transformation, merger or demerger approved by the shareholders of the companies involved shall be referred to the Order for approval, which, through the Commission, shall decide on the new partnership agreement, on the terms and time limits laid down for the approval of the Statute.

Article 118 [...] 1-within 30 days after conclusion of the contract of transformation, merger or Division shall be submitted to the Governing Board of the order, for the purposes of registration, a copy of the same. 2 - […]. Article 119 [...] 1-[...]. 2 - […].

46 3-If the number of audit partners to meet reduced to unity, the sole member, within 180 days, admit new members, provided that, where applicable, are complied with the requirements laid down in articles 96 and 97, or promote the transformation in sole proprietorship limited liability, without which the company shall be dissolved administratively pursuant to commercial companies. 4 - […]. Article 121 [...] 1-if the company is dissolved by the deadline for its duration, or by resolution of the shareholders, and the Statute is not who is the liquidator, should this be named:) by resolution of the shareholders, and the name of the liquidator be reported the order within 30 days after the dissolution; b) in the absence of any decision by the Court of the seat of the society, at the request of the order or of any interested party. 2 - […]. 3 - […]. 4 - […]. 5 - […].

Article 124 [...] Are general requirements for registration as chartered accountant:) [...]; b) […];

47 c) [...]; d) not have been convicted of any felony or declared unfit to manage his person and goods which has the force of res judicata, unless obtained judicial rehabilitation; and) Possess degree in auditing, accounting, law, economics, business administration or similar or any other undergraduate courses that for this purpose will be recognized by order of the Minister governing higher education, prior hearing of the order; f) […]; g) […]. Article 126 [...] 1-[...]. 2-[...]: a) perform the tasks are laid down in the rules of registration and examination, to be approved by the General Assembly, on a proposal of the Governing Board; b) […]; c) […]; d) […]; e) […]; f) […]. 3-the composition and appointment of the Commission and, in General, the rules of registration in the order shall be laid down in the rules of registration and examination.

48 article 127 the Examination entrance examination is organized with a view to ensuring the necessary level of theoretical knowledge in the subjects relevant to statutory audit and audit the accounts and the ability to apply such knowledge in practice.


Article 129 [...] 1-[...]. 2-the composition and appointment of the jury as well as the materials, procedures and, in General, the regulation of the examination, shall be laid down in the regulation of examination and registration. 3-the test of theoretical knowledge included in the examination shall cover at least the following matters: a) General Accounting theory and principles; b) legal requirements and standards relating to the preparation of individual and consolidated accounts; c) international accounting standards; d) Financial Analysis; and) cost accounting and management; f) risk management and internal control; g) auditing and professional qualifications; h) legal requirements and professional standards relating to statutory audit and statutory auditors; I) international auditing standards;

49 j) ethics and professional ethics and independence. 4-the test of theoretical knowledge included in the examination shall also cover at least the following matters, in so far as they are relevant to auditing: a) company law and corporate governance; b) insolvency law and similar procedures; c) tax law; d) civil and commercial law; and social security) right of labour law; f) information technologies and systems; g) business economics, General and financial; h) mathematics and statistics; I) basic principles of the financial management of enterprises.

Article 142 [...] Is cancelled the registration of the statutory auditor:) [....]; b) when severely compromised the integrity of the statutory auditor; c) [previous subparagraph (b))]; d) When the CNSA determine the cancellation of the registration.

50 Article 144 [...] 1-[...]. 2-After five years on the compulsive cancellation of registration set forth in subparagraph (a)) of article 142, and not checking any facts or situations already in it, the interested in applying for their reinstatement in the list of Auditors that meet the General requirements laid down in article 124 may do so upon application to the Commission for registration and accompanied by the documents referred to in paragraph 2 of article 3-135 [...]. 4 - […]. 5 - […]. 6 - […].

Article 148 [...] 1-Without prejudice to article 152 are recognized in Portugal, as statutory auditors, and as such permitted to exercise their profession, the persons authorised to pursue the profession in any of the other Member States of the European Union. 2 - […]. 3 - […].

51 Article 149 [...] The provision of professional services in Portugal for the European Union's auditor is free, except for the terms of this decree-law and the other Portuguese legislation applicable to statutory auditors.

Article 152 [...] 1-[...]. 2 - […]. 3-natural persons authorized to exercise the profession in any of the Member States of the European Union may request, the Governing Board, exemption from the aptitude test provided that they are residing in Portugal and have exercised their profession for at least ten years. Article 153 [...] 1-[...]. 2 - [...].

3-the Commission should carry out registration registration of Auditors of the European Union, for the purposes of the exercise of the right of establishment, provided that it is ensured to remain effective in the chosen professional domicile in Portugal and the observance of the ethical rules in force, unless compliance with such policies and rules is already ensured by a statutory auditor established and enabled in Portugal and 52 to the service which are placed. 4 - […].

Article 163 [...] The situations existing at the date of entry into force of this decree-law to counter what it offers should be regularized within a year.»

Article 2 Amendment to the Statute of the order of Chartered Accountants Are added to articles 44-, 62-A, 62-B, 72-A, 72-B, 145-, 145-B, C-145 and 145-(D) the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16: ' article 44-statutory audit of consolidated accounts 1-in the case of statutory audit of consolidated accounts of a group of companies : a) the group auditor has sole responsibility for the legal certification of accounts consolidated accounts; b) the group auditor must perform and keep documentation of your analysis of the work of review carried out by third country Auditors, Chartered Accountants, audit entities of third countries or audit firms, for the purposes of review or audit of the Group; c) whenever a part of a group of companies is examined by one or more auditors or by one or more audit entities from a third country with which there is no cooperation agreement, the reviewer 53 auditor of the group is responsible for ensuring proper delivery, when requested, the CNSA of documentation relating to its review of the audit work performed by the auditor or auditors or by another entity or entities third country audit, including the relevant working documents for review or audit of the group. 2-the documentation retained by the group auditor of companies, pursuant to the preceding paragraph, shall be sufficient for the CNSA examine properly the work of the statutory auditor of the group. 3-to ensure delivery referred to in point (c)) of paragraph 1, the group auditor must keep a copy of this documentation or, Alternatively, be agreed with the auditor or auditors of the third country or other entity or third-country audit entities the proper access and no restrictions, when prompted, or take any other appropriate measures. 4-in the cases referred to in the preceding paragraph, if there are legal or other impediments to passage of the working documents of the review or audit of a third country to the group auditor, the documentation kept by the group auditor should contain evidence that the reviewer made the appropriate arrangements for access to the audit documentation and in the case of impediments other than those arising from the legislation of the third country, evidence of this impediment.

Article 62-the Duty of preparing and disseminating the Transparency report 1-statutory auditors and audit firms that perform audit the accounts of public-interest entities, as defined in article 2 of Decree-Law No. xx/xxxx, xxx, shall publish on its Internet site, within three months of the end of each financial year financial 54 an annual report of transparency, which should include, at least: a) a description of the legal structure and ownership; b) where the audit firm belongs to a network, a description of the network and the legal and structural arrangements in the network; c) a description of the governance structure of the audit firm; d) a description of the internal quality control system of the audit firm and a statement issued by the administrative or management body concerning the effectiveness of its functioning; e) an indication of when the last quality control verification referred to in article 68; f) a listing of public-interest entities for which the audit firm held last year a statutory audit; g) a statement of the practices of independence of the audit firm, which also confirm an internal review of the conformity of these practices of independence; h) a statement on the policy followed by the audit firm concerning the continuing education of statutory auditors; I) financial information showing the importance of the audit firm, and in particular the total turnover divided by fees earned by statutory individual and consolidated and the fees charged for other assurance services, tax advisory services and other services unrelated to the audit;

55 j) information as to the remuneration of shareholders base. 2-the reasoned request of a statutory auditor or an audit firm, the CNSA may authorize non-disclosure of the information referred to in point (f)) of the preceding paragraph, to the extent necessary to mitigate an imminent and significant threat to the personal safety of any person. 3-the transparency report shall be signed by the statutory auditor or audit firm, as the case may be, and may this signature should be made, in particular by electronic signature, as prescribed by law.


Article 62-B duty to communicate to the supervisory organ 1-statutory auditors or audit firms that perform audit the accounts of any public-interest entity shall: a) Confirm annually in writing to the Audit Committee, the Audit Committee or to the General and supervisory board, as the case may be, to their independence in relation to the audited entity; b) Communicate annually to the Audit Committee, the Audit Committee or to the General and supervisory board, as the case may be, all additional services provided to the audited entity; and c) examine the Audit Committee, the Audit Committee or the General and supervisory board, as the case may be, the threats to their independence and the safeguards applied to mitigate those threats, documented in accordance with paragraph 4 of article 62 2-the communications referred to in points (a). a) and b) of the preceding paragraph shall be made before the drafting of the legal certification of the accounts of the entity concerned.

Article 72-56 to searches and seizures in audit offices To searches and seizures in audit offices shall apply, respectively, the provisions of paragraph 5 of article 177 and in paragraph 1 of article 180 of the code of criminal procedure.

Article 72-B-1 Complaint during the steps provided for in the preceding articles, can the reviewer concerned or, failing that, any of the relatives or employees present, as well as the representative of the order, present any claim. 2-for the submission of complaints to ensure the preservation of professional secrecy, the judge must soon sobrestar in relation to the documents or objects that are called into question, making the package, without the read or examine, in volume sealed at the same time. 3-the explanation of the claims is made within five days and delivered to the Court where the proceedings, and the judge refer them, in the same period, the President of the relationship with its opinion and, where appropriate, with the volume referred to in the preceding paragraph. 4-the President of relationship can, subject to secrecy, proceed to the unsealing of the same volume, returning it again sealed with its decision.



57 Article 145-the public register the order ensures the registration of statutory auditors and audit firms. 145-B content of the public register 1-the public register referred to in the previous article identifies each statutory auditor and each audit firm, through a specific number. 2-information from the public register shall be entered and maintained in electronic form and communicated to the National Board of audit Supervision for public disclosure. 3-in addition to the facts and information referred to in the following paragraphs, the public record contains the name and address of the entities responsible for approval by the quality control for the inspections and penalties in respect of statutory auditors and audit firms, as well as by public oversight of statutory auditors and audit firms. 4-as regards statutory auditors, the public register contains the following information: a) name, address and registration number; b) if applicable, the name, address, Web site address and registration number of the audit firm that employs the statutory auditor or with which it is associated as a partner or otherwise; c) all other records, such as statutory auditor, with the competent authorities of the other Member States and as auditor, 58 with third countries, including the names of the registration authorities and, if applicable, the registration number (s). 5-third-country auditors registered in the register must appear clearly as such and not as statutory auditors. 6-as regards audit firms, the public register contains the following information: a) name, address and registration number; b) legal form; c) information about the contacts, the primary contact person and, where appropriate, the Internet address; d) address of each Office in Portugal; e) Name and registration number of all statutory auditors employed by the audit firm or associated as partner or otherwise; f) names and business addresses of all members or shareholders; g) names and business addresses of all members of the administrative or management organs; h) if applicable, the identification of the network, whether national or international, to which he belongs; I) all other records, such as audit firm, the competent authorities of the other Member States and as audit entity with third countries, including the names of the registration authorities and, if applicable, the registration number (s); 7-The third-country audit entities registered in the register as such and not as audit firms.

59 Article 145-C registration and updating of registration information 1-as part of its registration process, statutory auditors and audit firms should pay the order, for the purposes of entry in the public register, the information referred to, respectively, in paragraphs 4 to 6 of the preceding article. 2-statutory auditors and audit firms should notify the order of any change in the information contained in the public register, within 30 days after the occurrence of such changes. 3-the information provided for the purposes of registration, in accordance with the preceding paragraphs:) must be signed by the statutory auditor or audit firm; (b)) must be written in Portuguese, or in any other language or official languages of the European Union since accompanied by certified translation. 4-the preceding paragraphs shall apply, mutatis mutandis, to the Auditors and audit entities from the third countries referred to in paragraph 7 of article 145 b. 145-D Record of natural or legal persons authorised to operate of statutory auditors in other Member States 1-Are also subject to public registration provided for in article 145-the natural or legal persons authorised to operate in statutory audit in a third country presenting audit report of individual or consolidated accounts of an entity with headquarters outside the community and with securities admitted to trading on a regulated market in Portugal, unless the society only issue debt securities 60 representative admitted to trading on a regulated market, whose nominal value is, on the date of issue, of at least 50 000 € or in the case of issuing another currency, value equivalent to 50 000 €. 2-the register of entities referred to in the preceding paragraph shall be provided by the SEC. 3-the SEC may waive the registration of natural or legal persons authorised to operate in statutory audit in a third country to submit the audit report of individual or consolidated accounts of an entity with headquarters outside the community if this natural or legal person is subjected, in a third country, the system of public oversight, quality control, inspection and penalties which comply with the requirements equivalent to those provided for in the applicable legal standards and There is reciprocity. 4-in the cases referred to in the preceding paragraph, shall apply, mutatis mutandis, the provisions of articles 145 and 145-C, and all communications provided there be directed to CMVM.»

Article 3 Articles repealed the Statute of the order of Chartered Accountants Are repealed articles 160A .161, 162, 164, 165, 166 and 167 of the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16.

Article 4 Amendment of the systematic organization of the Statute of the order of Chartered Accountants is changed the systematic organization of the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, as follows: 61) is created a new title V under the heading of ' public register», covering articles 145-the 145-D; (b)) the current title V, headed ' of Auditors of the European Union, title VI, maintaining the same epigraph; (c)) the current title VI, under the heading ' transitional and final provisions ', title VII, keeping the same title.

Article 5 entry into force 1-this decree-law shall enter into force on the day 29 of June of 2008. 2-the settlement of situations that, with the entry into force of this decree-law, in violation of the provisions of paragraph 2 of article 54 of the Statute of the order of Chartered Accountants, approved by Decree-Law No. 487/99, of November 16, must be carried out at the time of designation to new mandates.

62


This decree-law transposing into national law the directive no. 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audit of annual and consolidated accounts, amending Council directives Nos 78/660/EEC and 83/349/EEC and repealing Council Directive 84/Nr. 253/EEC. This Decree-Law creates the National Council of audit Supervision (hereinafter CNSA), which will be assigned responsibility for the organisation of a system of public oversight of statutory auditors and audit firms. The creation of this structure, which is to be responsible for the supervision of the final exercise of audit activity and, at the same time, ensure effective cooperation and coordination between Member States, stems from the adoption at Community level of a new model of supervision in this area marked by features of independence. To this end the directive requires the public oversight system is managed mostly by people who do not exercise the profession of Chartered Accountant and who have expertise in the areas relevant to statutory audit. So, this Council shall incorporate a representative of the Bank of Portugal, the Comissão do Mercado de Valores Mobiliários, the Instituto de Seguros de Portugal, the Portuguese Institute of statutory auditors and the General Inspectorate of finance, appointed from among the members of their boards of directors or management board or from the General sub-inspectores, as the case may be. To this extent, comes this Ordinance to extend the scope of the legal duties of these entities to participate in coordinating supra-structures for the supervision of audit activity to accounts, such as the CNSA. With regard to the tasks entrusted to the CNSA, the present Decree-Law seeks to endow this body of legal tools necessary for the effective exercise of the mandate of the Directive-that implies the assumption of the final responsibility for the supervision, the impact to the delimiting is strictly necessary for that purpose. Among the tasks of the CNSA include the issuance of a prior opinion, binding in nature, with regard to the standards of the quality control system, conduct and audit and evaluation annual plan proposed by quality control and monitoring of its implementation OROC.

63 this Decree-Law also comes in the context of the transposition of that directive to proceed to the designation of public-interest entities. Indeed, this qualification already arises from the Directive for entities whose securities are admitted to trading on a regulated market, to credit institutions and insurance undertakings. However, the Community legislature comes to admit to the possibility of Member States to qualify in the same way other any entities that "are of significant public relevance because of their type of activity, their size or their number of employees". Considering the fact that this qualification corresponds to a regime of increased transparency requirement, supervision, quality control and independence, the option reflected in this Decree-Law was to extend this qualification to entities that play an important role in the stability and regularity of financial markets, for which the accuracy, correctness and reliability of the documents of accountability has proved essential. The role of quality of public interest entity requires the applicability so qualified entities of the management and supervisory models provided for in the commercial companies code in which the statutory auditor or audit firm responsible for issuing the legal certification of accounts is part of its supervisory body. To that extent, it is necessary to repeal the provision of the Decree-Law Nr 94-B/98, of 17 April, concerning the conditions of access to and pursuit of the business of insurance and reinsurance activity, which determines that the Supervisory Board of the public limited liability companies and mutual insurance societies must integrate a statutory auditor. Finally, whereas the Directive determines the Organization of a centralized public register accessible to the public and, in national legal order two entities who are assigned responsibilities within the register of statutory auditors and audit firms-the OROC and SEC-, we must, on the one hand, to be given a time limit for communication to the CNSA that will be the entity responsible for this public disclosure of records made by those two entities, and, on the other hand, to be assigned to the same responsibility for instituting the procedures necessary to avoid duplicating actions and requirements under the respective registration processes (better regulation).

64 as well: the use of legislative authorization granted by law no xx/xxxx xxx, and pursuant to points (a)) and b) of paragraph 1 of article 198 of the Constitution, the Government decrees as follows: article 1 the legal framework of the National Council for supervision of audit is created the National Council for supervision of audit (CNSA) and approved its Statute , which is an integral part of the present Decree-law.

Article 2 public interest entities qualify as public interest entities: a) The issuers of securities admitted to trading on a regulated market; b) credit institutions are required to the statutory audit; c) securities funds provided for in the legal regime of collective investment undertakings; d) property investment funds provided for in the juridical regime of real estate investment funds; e) venture capital firms and venture capital funds; f) securitisation companies of assets and asset securitisation funds; g) insurance undertakings and reinsurance undertakings; h) The holding companies, when the shares, directly or indirectly, give them the majority of the voting rights in the credit institutions referred to in subparagraph (b));

65 i) The holding companies in the insurance sector and the mixed holding companies; j) pension funds; l) public companies that, during two consecutive years, with a turnover of more than € 50 million or a total net assets in excess of € 300 million. Article 3 supervision of public-interest entities 1-The public interest entities under the corporate form or should adopt a cooperative management and supervisory models provided for in the commercial companies code in which the statutory auditor or audit firm responsible for issuing the legal certification of accounts is part of its supervisory body. 2-the Supervisory Board of any public-interest entity must include at least one Member who has a college degree appropriate to the exercise of their functions and knowledge in accounting and auditing or independent, in accordance with paragraph 5 of Article 414 of the code of commercial companies. 3-In public-interest entities whose management and supervisory mode adopted include a general and supervisory board, this should constitute a Committee for financial matters, in accordance with article 444.º of Código das Sociedades Comerciais. 4-exceptions to the provisions of paragraph 1, except where covered by subparagraph (a)) of paragraph 2 of article 413.º of Código das Sociedades Comerciais:) credit institutions are not allowed to develop the deposit-taking activity pursuant to the first part of subparagraph (a)) of paragraph 1 of article 4 of the general scheme of credit institutions and financial corporations; b) venture capital companies and societies of securitisation of assets.

66 article 4 Revocation to Decree-Law No. 94-B/98, of 17 April is repealed paragraph 3 of article 51 of Decree-Law Nr 94-B/98, of 17 April, which regulates the conditions of access to and pursuit of the business of insurance and reinsurance businesses.

Article 5: extension of the scope of the tasks of the entities comprising the CNSA under the legal duties of the Banco de Portugal, the Comissão do Mercado de Valores Mobiliários, the Instituto de Seguros de Portugal, the Portuguese Institute of statutory auditors and the General Inspectorate of Finance is now understood the CNSA.

Article 6 Transitional Standard 1-the securities market Commission and the order of the statutory auditors shall report to the CNSA, for the purposes of public disclosure, within 30 days after the entry into force of this decree-law, the records of statutory auditors and audit firms that have held. 2-the securities market Commission and the order of the statutory auditors shall develop the regulatory or organizational nature initiatives necessary to harmonize procedures and to promote the exchange of information in order to avoid duplication of actions and requirements under the registration processes in charge of each of these entities. 3-the CNSA elaborates and refers to the Member of Government responsible for the area of finance for approval, within 90 days after the entry into force of this decree-law, the


67 its rules of procedure. 4-unless otherwise decided, until the date of adoption of the rules of procedure referred to in the preceding paragraph or until another date that this regulation will provide, the CNSA works with the Bank of Portugal.

Article 7 final provision the provisions of the Statute of the order of statutory auditors shall be without prejudice to the powers legally recognized to the CNSA.

Article 8 entry into force this law shall enter into force on the day 29 of June of 2008.

68 ANNEX STATUS of NATIONAL AUDIT SUPERVISION Chapter I General provisions article 1 Scope the present Statute sets out the powers, organization and functioning of the National Board of audit Supervision, hereinafter abbreviated CNSA, without prejudice to the powers and autonomy of the different entities. Article 2 Nature and legal framework 1-the CNSA is an entity without legal personality, subject to the authority of the Minister of finance, which shall be held in accordance with these bylaws. 2-the CNSA is governed by the rules laid down in this decree-law and other legal provisions applicable thereto. 3-the CNSA has judicial personality may be represented in court by authorized representative, and the powers provided for in the procedural arrangements applicable, without prejudice to the representation of the public prosecutor in the cases provided for in the law.

Chapter II competence, cooperation and information article 3 1 Assignments-they are attributions of the CNSA: a) ensure supervision: 69 i) the approval and registration of statutory auditors and audit firms; II) the adoption of standards on professional ethics, internal quality control of audit firms of Auditors and officers of audit procedures; III) continuing training, quality control and inspection and disciplinary systems. b) Issue the regulations required on the matters included within its sphere of action; c) promote coordination between the different national entities with competence in the field of audit; d) provide assistance and cooperation with other relevant international bodies for approval, registration, quality assurance, inspection and discipline of statutory auditors and audit firms; and) Instruct and decide a misdemeanour proceedings, including administrative penalties apply. 2-the tasks of the CNSA are without prejudice to the legally recognized duties and responsibilities to the Bank of Portugal, the Comissão do Mercado de Valores Mobiliários, the Instituto de Seguros de Portugal and the General Inspectorate of finance and to the order of statutory auditors article 4 exercise of supervision 1-within the framework of its mission of supervising the CNSA practices necessary to ensure the effectiveness of its actions. 2-in the exercise of its powers of supervision, the CNSA can adopt the following procedures: a) monitor compliance with the law and regulations;

70 b) Initiate, instruct, decide and intervene in cases of alleged infringement that are within its competence; c) give orders and make recommendations; d) disseminate information. 3-in the exercise of supervision, the CNSA has the following powers: a) Require any elements and clarifications which it considers relevant, supervised entities may not invoke professional secrecy; b) Hear any person, requiring them to end, when necessary; c) Determine that the people responsible for the places where the instruction of any process or other steps, put at your disposal the premises that his agents were failing to performing these tasks, in conditions of dignity and efficiency. Article 5 1-Auditing the CNSA has supervisory powers, in particular by: a) the verification of legal compliance and registration processes, registries, continuing training and regular inspections conducted statutory auditors and audit firms; b) inspections to entities subject to its supervision, where there are indications of irregularities; c) conducting surveys for investigation of offences against nature-ordenacional committed in the conduct of audit activity. 2-the CNSA participates to the competent authorities of offences to take knowledge and whose education and sanction does not fit in your jurisdiction. 3-whenever it is requested to carry out inspections by competent authorities of other Member States, they are conducted by the CNSA, 71 using the technical and human resources which are allocated in accordance with article 14 4-upon request of the competent authority of another Member State, the respective coaches may be authorized to accompany the inspection provided for in the preceding paragraph. 5-The inspection and requests referred to in paragraphs 2 and 3 may be refused when: a) the provision of information can affect negatively the sovereignty, security or public order or violate Portuguese national safety rules; b) legal proceedings have already been initiated in respect of the same actions and against the same statutory auditors or audit firms to the competent authorities; (c)) has been issued in Portugal final judgment in respect of the same actions and against the same statutory auditors or audit firms. 6-the CNSA may request that an investigation be carried out by the competent authorities of another Member State in the territory of the latter. Article 6 cooperation and assistance 1-the CNSA should establish forms and cooperation concerning the performance of their duties with other entities governed by public or private, national or international, where this is necessary or convenient for carrying out their respective duties. 2-the CNSA should provide assistance to the competent authorities of other Member States of the European Union, in particular with regard to cooperation in the framework of inspections in relation with the realisation of the statutory accounts.

72 article 7 exchange of information with other entities 1-the CNSA should provide, in reasonable time, any information required by competent authorities of other Member States whenever it is necessary or convenient to the pursuit of their duties. 2-If it is not possible to provide the information required, in reasonable time, must notify the competent authorities of the reasons therefor. 3-the information given pursuant to the preceding paragraphs are subject to professional secrecy. 4-the CNSA can refuse to respond to a request for information if there is a situations provided for in paragraph 5 of article 5 5-When is recipient of request for information by the competent authorities of other Member States for the purposes of paragraph 1, it shall take, without undue delay, all the measures necessary to enable it to gather the information required. 6-whenever the CNSA becomes aware of that are being carried out in the territory of another Member State activities contrary to law shall notify the competent authority of that Member State with all the information available and requesting that they be transmitted information on relevant developments which may take place. Article 8 use and transmission of information 1-the CNSA can only use information received under this Statute in the context of related processes specifically to the performance of their duties. 2-working documents or those which have been obtained by the CNSA with statutory auditors or audit firms may only be transmitted to the competent authorities of a third country, at his request, when:


73 a) these documents related to the audit of companies which have issued securities in that third country requests the transfer or are part of a group that publishes legal consolidated accounts in that country; b) transmission is carried out through the CNSA; c) the competent authorities of the third country concerned fulfils the requirements considered appropriate, in the terms that are defined by Community decision; d) collaboration agreements have been concluded with the competent authority applicant that information, on the basis of reciprocity; and) the transmission of personal data take place in accordance with the law. 3-The collaboration agreements referred to in subparagraph (d)) of the preceding paragraph shall include and enforce: a) the obligation to substantiate the request for documents requested; (b)) A duty of professional secrecy applicable to employees bound or who have been linked to the competent authority; c) the use of the information received only for the purposes of Office of public oversight, quality assurance and inspection instruction or administrative, judicial, criminal or contraordenacionais the competence of supervisory bodies; d) the possibility of refusal of requested information whenever the presentation of these documents affecting the sovereignty, security or public order of the Union or of the requesting Member State or have been instituted legal proceedings having as their object the same information or entities that produced in Portugal. 4-Notwithstanding the provisions of paragraph 2, the statutory auditors and audit firms may, exceptionally, transmit documents directly that they have been requested by the competent authority of the third country where: 74 a) inspections have been initiated by the competent authority of the third country, applicant information; b) collaboration agreements Exist with the competent authorities of the third country to respect the content defined in the preceding paragraph and, on the basis of reciprocity, allow also to national authorities and to the CNSA direct access to documents produced by the Auditors and audit entities of third countries; c) the competent authorities of the third country applicants inform in advance the national authorities and the CNSA of each direct request for information and the reasons therefor.

Chapter III composition and functioning article 9 1 Composition-are permanent members of the CNSA: a) a representative of the Bank of Portugal, appointed from among the members of its Board of Directors; b) a representative of the securities market Commission, appointed from among the members of its Governing Board; c) a representative of the Instituto de Seguros de Portugal, appointed from among the members of its Governing Board; d) a representative of the order of Chartered Accountants, appointed from among the members of its Governing Board; e) a representative of the General Inspectorate of finance, designated from among the General investigation.

75 2-In case of absence, for good reason, the permanent members of the CNSA may be represented by legal or statutory substitutes, which will have all the rights and obligations of the represented. 3-By indication of any of the permanent members of the CNSA, may be invited to attend the meetings, with observer status, other public or private entities, in particular independent experts of recognized merit or other relevant entities, as indicated by the members of the Council, on a proposal from the President, to which apply the duty of confidentiality. Article 10 1-Presidency The President functions are exercised Alternately, for a period of one year, coinciding with the calendar year, in accordance with the order established in paragraph 1 of the preceding article or another that is deliberate by the CNSA. 2-in the absence or impediment of the President, the works are coordinated by one of the other permanent members of the CNSA, designated alternate. 3-the President shall include, inter alia, the coordination of the work and the convening of extraordinary meetings, watching her casting vote in the deliberations in which present an even number of members. Article 11 Responsibilities of the CNSA 1-in the exercise of its duties, it is in particular the CNSA: a) organize and manage human, technical resources and heritage of CNSA; b) Hire service provision and authorization of the making of expenditure, as well as raise revenue; c) Issue a prior opinion, binding in nature, with regard to the standards of the quality control system, conduct and audit; (d)) to assess the disciplinary system and the respective regulation 76 as well as of the annual quality control plan proposed by the monitoring of its implementation and OROC, particularly as regards the adequacy of the funds allocated for this purpose, and may in any case set additional requirements it considers necessary; and supervision of the activities) of continuous education of statutory auditors and audit firms, the OROC; f) Proceed to the cancellation of the registration of a statutory auditor or an audit firm, has knowledge that would frustrate the granting of their registration, if this condition is not remedied within the time limit set for this purpose; g) to decide on inspections on statutory auditors and audit firms, where it has knowledge of a fact evidence of violation of legal or regulatory framework in force; h) promote the coordination of the activities of the entities comprising the CNSA as regards exercise of own powers relating to the statutory audit or audit provided to entities under its supervision; I) Foster the adoption of policies for action coordinates with community and third country authorities; j) promote cooperation and assistance between public oversight systems at community and international level; l) to promote and coordinate the exchange of information between the authorities referred to in paragraph (h)), as well as between the latter and the Community authorities and third countries competent; m) to proceed to the application of fines and penalties in case of ordering; n) draw up an annual plan of activities and budget as well as the activity report and the accounts of the CNSA and submit them annually to the Member of Government responsible for the area of finance, as well as promote your publication 77; the Elaborate internal rules) subject to approval by the Member of Government responsible for the area of finance; p) Perform any actions that are considered appropriate to the purposes stated in the above. 2-the rules of procedure referred to in the previous number) defines, in particular, the location where their services, human resources to be allocated to the respective activity, the rules on decision-making, the General rules to be observed in the development of their skills and everything else it becomes necessary for the proper functioning. Article 12 Secretariat 1-the CNSA can delegate a permanent secretariat, in particular, the practice of the following acts: the) Organization and management of human resources, technical and heritage of CNSA; b) proposals relating to the provision of services and the implementation of expenditure; c) inspections on statutory auditors and audit firms, for determination of CNSA; d) Preparation of the annual activity plan and the report on the activities of CNSA; and) Organization, instruction and preparation of proposals or reasoned opinions, to submit to the CNSA, about the processes inherent in the exercise of the powers of supervision provided for in the preceding article. 2-the composition of the Permanent Secretariat is designated by CNSA and should integrate a representative nominated by each of the entities that are sitting there, among which is named a Secretary-General.


78 3-the Secretary General is appointed by the maximum period of three years, renewable once for the same period. Article 13 Meetings 1-the CNSA gathers, ordinarily, with a minimum monthly periodicity, and may also be convened special meetings on the initiative of the President or at the request of two members of the Council. 2-the CNSA cannot decide without present or represented the majority of its members. 3-the conclusions of the meetings of the CNSA will be the subject of a summary, signed by the members present, which will be presented in the session of the Board of Directors of each of the authorities represented. Article 14 technical support 1-Without prejudice to the principles of independence and objectivity in the exercise of its powers, the CNSA works with technical means, material and human of the entities that are part of, which are responsible for the implementation of acts and materials by the statement of the processes within the sphere of action of the CNSA. 2-the CNSA decides to practice each of the acts comprised within their respective competences, the allocation of: a) a teams of entities represented in the CNSA; b) Teams of one of the entities represented in the CNSA, with the collaboration of the other which are expressly indicated for this purpose, in particular, for expertise or any acts of technical support; c) pluri-funcionais Teams included representatives of all the entities represented in the CNSA.

79 3-subject to the employment status of staff assigned to provide services to the CNSA, the respective functional ties, as well as the complex of rights and duties, have these employees, in the strict exercise of the functions included in the scope of the CNSA, a duty to respect decisions and guidelines issued by the framework directive and the CNSA. Article 15 duty of secrecy members of the CNSA, as well as all other people who cooperate with him, shall be subject to the duty of secrecy with regard to all facts and documents brought to their knowledge in the performance of their duties.

Chapter IV of the public disclosure of registration article 16 registration 1-Disclosure the CNSA should ensure the dissemination, centralized, registration and public conducted by the order of Chartered Accountants and the securities market Commission: a) statutory auditors, b) audit firms; c) Auditors or audit entities of third countries that present the audit report of individual or consolidated accounts of a company incorporated outside the European Union whose issued securities are admitted to trading on regulated market Portuguese, safeguarded the situations of debt securities whose denomination per unit is, at least, of € 50 000 or If denominated in another currency, is equivalent to at least € 50 000, on the date of issuance.

80 2-for the purposes of point (c)) of the preceding paragraph, may only be registered Auditors and audit entities from third countries: (a) comply with requirements equivalent to those laid down) in this Ordinance for the registration of statutory auditors and audit firms; b) A majority of the members of the administrative or management bodies of the third country audit entity complies with requirements equivalent to those laid down in the applicable legal standards relating to good repute, academic qualifications, submission to examination and practical training; (c)) the third-country auditor carrying out the audit on behalf of the third-country audit entity complies with requirements equivalent to those laid down in the applicable legal standards relating to good repute, academic qualifications, submission to examination and practical training; d) Perform reviews of individual or consolidated accounts referred to in paragraph 1 in accordance with auditing standards applicable in Portugal, as well as in line with the requirements of independence, objectivity and fixing of fees established under Portuguese law; and Publish on your site) Internet reporting annual report in accordance with the applicable legal regulations, or comply with equivalent disclosure requirements. 3-the SEC can, based on reciprocity, not to apply or change the requirements set out in the preceding paragraph if the Auditors or audit entity from a third country are subjected, in the third country, the systems of public oversight, quality control, inspection and penalties that meet requirements equivalent to those provided for in the applicable legal standards. 4-for the purposes of the disclosure referred to in paragraph 1, the competent authorities for registration shall inform the CNSA, within eight days of the registration and of the registration carried out endorsements.

81 article 17 public disclosure Form 1-information from the public register shall be entered and maintained in electronic form and shall be electronically accessible to the public on the website of the CNSA. 2-the reasoned request of a statutory auditor or an audit firm, the CNSA, heard the order of Chartered Accountants, may allow the non-disclosure of the information contained in the public record, to the extent necessary to mitigate an imminent and significant threat to the personal safety of any person. Article 18 effects of registration of Auditors and audit entities from third countries 1-the Auditors and audit entities from the third countries entered in the public register are subject to quality control systems, inspection, investigation and sanctions provided for and applicable to the audit activity in Portugal. 2-audit reports of individual accounts or the consolidated accounts, issued by auditors or audit entities of third countries which are not registered in Portugal, have no legal value, except when the law has otherwise. Chapter V article 19 quality control quality control Supervision in the performance of their duties of supervision, the CNSA supervises and evaluates the quality control system, practicing the acts necessary to ensure the effectiveness of its actions.

82 article 20 1-quality control the quality control system is guided by the following principles: a) must be organized in such a way that is independent of the statutory auditors and audit firms subject to verification; (b)) shall have, inter alia, appropriate financial resources; c) can only perform quality checks people who have adequate and specific vocational training in the field of quality control and relevant experience in the field of statutory audit and financial reporting; d) the selection of people to perform quality checks must be carried out on the basis of a procedure designed to ensure that there will not be any conflict of interests between the controllers and the statutory auditor or audit firm audited; and) the actions of quality control includes checking of evidence contained in audit files selected and an appreciation of compliance with applicable auditing standards and independence requirements, the adequacy of the resources used and the audit fees charged, as well as an assessment of the internal quality control system; f) quality control action performed must be reflected in a report containing the main conclusions of the checks carried out; g) without prejudice to paragraph 2 of this article, the quality control actions must take place at least every six years. 2-quality control of statutory auditors or audit firms that carry out statutory audit accounts of public-interest entities must be carried out at intervals of at least three years.

83 3-the overall results of the quality control system shall be published on the website of the CNSA in the second quarter of each year. 4-the order of Auditors of accounts gives the Officers responsible for the quality control of the powers necessary for the performance of their duties independently, particularly with regard to obtaining relevant information. 5-If the verse on quality control Auditors or audit entities of third countries can the CNSA, based on reciprocity, exempt them of this scan whenever the quality control system of the country of origin is recognized as equivalent and has been the subject of verification in the course of the previous three years. 6-the CNSA can develop, through regulation, the provisions of this article.


Article 21 Adoption of recommendations 1-statutory auditors and audit firms should adopt the recommendations arising out of the quality control measures within a reasonable period, to be determined by the order of the Official Reviewers. 2-statutory auditors and audit firms are required to communicate to the order of the Official Auditors of accounts, within 8 days after the expiry of the period prescribed in the preceding paragraph, how have the adoption of the recommendations addressed to them. 3-if they are not properly adopted the recommendations arising out of the quality control measures, statutory auditors and audit firms shall be subject to the penalties for committing infringements identified and not regularized under this article.



84 chapter VI of mere social ordering Unlawful article 22 1 a misdemeanour-types Is serious infraction, punishable by a fine ranging from between € 10,000 and € 50,000 to violations: a) duties of independence or secrecy of statutory auditors and audit firms relating to the preparation and issuance of legal certification of accounts; b) auditing standards issued by the competent authority; c) Of orders or orders of the legitimate CNSA; (d)) of the duty to file documents relating to statutory audit and its preservation; and the provision of) statements or the provision of false information to the CNSA; f) temporarily ban scheme of cominado activity as accessory penalties, notwithstanding the fact that be able to fit more serious sanction. 2-Is simple administrative offense, punishable by a fine ranging from between € 2,500 and € 15,000 to violation of duties: the Communication provided for by law); (b) Publication of annual reports).

Article 23-1 The contravention subjective Allocation provided for in this decree-law are attributable to title of dolo and 85 title of negligence. 2-checking the entry in respect of negligence the fine provided for in the preceding article is reduced to half in its ceiling.

Article 24 applicable law 1-the processing by the practice of administrative offences provided for in this decree-law follows the procedural regime, both in administrative and judicial phase, and noun as provided for in the securities code for that matter and, in the alternative, the provisions of the general regime of the social ordering of mere unlawful. 2-the CNSA exerts supervisory processes and administrative offense referred to in this decree-law all the powers and prerogatives provided for in the Código dos Valores Mobiliários to the supervisory authority.

Article 25 Disclosure 1-decision within judicial review, the decision to condemn the agent for one or more breaches is disclosed through the Internet site of the CNSA, extract or in full, even if it was required to its judicial review, and, in this case, made express mention thereof. 2-the Court decision to confirm, alter or revoke the judgment is communicated immediately to the CNSA and obligatorily released under the preceding paragraph. 3-the preceding paragraphs may not be applied whenever the CNSA consider that disclosure of the decision can cause damage concretes, to persons or entities involved, manifestly disproportionate to the gravity of the offence charged.

86 article 26 penalties 1-cumulatively with the fines provided for in article 22A, can be applied the following penalties: a) seizure and confiscation of the object of the offence, including the product of the benefit obtained by the infringer through the practice of administrative offense; b) the pursuit of the activity temporarily ban by the offender; c) revocation of approval or cancellation of the registration necessary for the exercise of functions. 2-the sanction provided for in point (a)) of the preceding paragraph may not be longer than three years from the final judgment.

Chapter VII Financial Arrangements article 27 1 Financing-the financial resources necessary for the operation of the CNSA are in charge of its component entities, providing also the technical and administrative support necessary for its operation, without prejudice to the recipes themselves. 2-Constitute, inter alia, own resources of the CNSA the amount corresponding to 40% of the proceeds of fines and costs of administrative offense, reversing the balance for the 3-State the financing of expenditure resulting from other charges, in addition to the administrative and technical, arising from the carrying out of the tasks of the CNSA is fixed by order of the Member of Government responsible for the area of finance on the proposal of the CNSA.