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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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PROPOSED LAW NO. 199 /X

Exhibition of Motives

This proposed Act has as its object to authorize the Government to amend the Statute of the

Order of the Official Auditors of Accounts, approved by the Decree-Law No. 487/99, of 16 of

November, as well as to adapt the general regime of counter-ordinations with a view to

establishment of a sanctionatory framework in the context of the exercise of functions by the Council

National of Supervision of the Audit, ora created. The legislative initiative that the Government

intends to take the effect with a view to carrying out the transposition into the internal legal order of the

Directive No. 2006 /43/CE, of the European Parliament and of the Council of May 17, 2006,

on the legal review of annual and consolidated accounts (henceforth "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 has in view to promote the

robust system of supervision over the profession and the improvement of cooperation between

supervisory bodies of the auditors in the European Union. In essence, the Directive intends to

regulate the exercise of the activity in terms that contribute to ensuring the quality and the

confidence of the markets in the auditing functions.

In the senda of these principles, the Directive comes to enshrine specific rules applicable to the provision

of the audit activity in entities of public interest . This qualification includes the entities

whose securities are admitted to a regulated market, the institutions

of credit and the insurance companies, as well as other entities that " be of relevance

significant public on the grounds of its type of activity, size or number of employees "

Considering the fact that that qualification corresponds to an increased requirement scheme

in the matter of transparency, surveillance, independence and quality control, the

plasmonic option in the authorized diploma projects was to extend that qualification to

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entities that play an important role in economic and financial stability

national and on the regularity of the markets, for which the exemption, correctness and reliability of the

accountability documents proves to be pivotal. They were thus considered equally

entities of public interest for the purpose of this scheme, namely, the investment funds

furnishings and real estate, pension funds, funds and securitisation companies of

assets and venture capital and public enterprises with a significant volume of business

or liquid asset.

This Directive comes to introduce significant novelty in the supervisory model of the

profession. Effectively, by community imperative is set up the National Council of

Audit supervision (henceforth "CNSA"), to which the final responsibility is assigned by the

supervision of the exercise of the activity and for cooperation with the competent authorities of

third countries in the field of their competences. The system of public supervision

is characterized by independent management, being integrated, mostly, by people who

do not exercise the profession of official reviewer of accounts. In effect, make up the CNSA the

representatives of the Bank of Portugal, of the Securities Market Commission

(henceforth "CMVM"), of the Insurance Institute of Portugal, of the Order of Official Reviewers

of Accounts (henceforth "OROC") and of the Inspectorate General of Finance, designated among the

members of the respective administration bodies or general sub-inspectors. At the heart of the

assignments of the CNSA are, in particular, the issuance of prior opinion, of a nature

binding, in respect of the standards of the quality control system, deontological and the

audit and evaluation of the annual quality control plan proposed by OROC and the

monitoring of its implementation.

The robustness of the supervision system of the profession passes, too, by the reinforcement of the

independence of the quality control system conducted by OROC, imposing that its

organization, resources and funding are exempt from undue influence by the

professionals and subjecting their activity to the public supervision of the CNSA.

The transposition of this Directive comes still to realize in the internal legal order an effort of

harmonization of high level of the requirements of the statutory review of accounts by way of the

requirement for the application of international accounting standards, be it by updating

of the requirements for training is still by means of the reinforcement of the duties of order

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deontological.

With a view to achieving in Europe a progressive harmonisation of auditing standards,

only if it allows the International Auditing Standards approved by the IAASB

( International Auditing Assurance Standard Board ) add national standards in the special cases

arising from the specificity of legal environment. This will be an exceptional situation,

admitted only in duly substantiated cases, given that the aim is to avoid the

coexistence in the European space of special national regimes, which affects the audit to

groups of companies located in different member states.

In the audit to economic groups, it is clarified that when an auditor is pronounced on the

true and appropriate image of the financial position and the results evidenced in the

consolidated financial statements, assumes, necessarily, responsibility for the

accounting reflex of the operations of the whole group and not only of the parent company. Too Away, the

new regime contains standards that allow to avoid problems of confidentiality and sharing

of information when the audit of companies from the same group is carried out by auditors

different and, still, standards designed to ensure some evidence of the work done by a

reviewer on a work of another, not limited to a mere opinion record, having in

account the responsibility assumed in the consolidated.

The duty of independence, integrity and objectivity of the official auditors of accounts is

particularly densified in this new regime, imposing itself on the duty of refusal of any

work when the concrete circumstances, without reason of financial, business relationship,

labour or other with the examined entity, are likely to prejudice the observance

of those principles. In the specific cases of self-review, personal interest, representation,

familiarity, trust or subpoena, the official reviewer of accounts or the society of reviewers

officers of accounts can only carry out the audit if it is possible to adopt the necessary measures

to ensure the respective independence.

The new regime further determines the organization of a centralised public register accessible to the

public, cabling to the CNSA its disclosure. Concomitantly is attributed to OROC and the

CMVM the responsibility for instituting the necessary procedures a, in a frame of better

regulation , avoid the duplication of acts and requirements in the registration processes.

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Thus:

Under the terms of the paragraph d) of Article 197 (1) of the Constitution, the Government presents to the

Assembly of the Republic the following proposal for a law:

Article 1.

Legislative authorization

The legislative authorization is granted to the government for:

a) Creating the illicit ones of mere social ordering and the general rules, of a substantive nature and

procedural, which are proved to be appropriate to ensure respect for legal standards and

regulations that discipline the activity of auditing;

b) To review the Statute of the Order of Official Auditors of Accounts, approved by the

Decree-Law No. 487/99 of November 16.

Article 2.

Sense and extent of legislative authorization as to the general rules, of nature

substantive and procedural, appropriate to ensure respect for legal standards and

regulatory that disciplined the audit activity

1-In the use of the legislative authorization conferred by the previous article, may the Government define

as counterordinance punishable between € 10,000 and € 50,000:

a) The violation of the duties of independence or secrecy of the official reviewers of

accounts and the companies of official reviewers of accounts relating to preparation and

issuance of legal certification of accounts;

b) The violation of audit standards issued by competent authority;

c) The violation of orders or warrants of entity responsible for public supervision

of the official reviewers of accounts and the companies of official auditors;

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d) The violation of the duty to file documents inherent in the legal review of accounts and

respective conservation;

e) The violation of the duty to provide statements or to false information the entity

responsible for the public supervision of the official reviewers of accounts and societies

of official auditors of accounts;

f) The violation of the temporary interdiction regime of cominate activity as a sanction

ancillary, without prejudice to the fact that it could fit more serious sanction.

2-In the use of the legislative authorization conferred by the previous article, may the Government define

as counterordinance punishable between € 2,500 and € 15,000:

a) The violation of communication duties provided for in the Act;

b) The violation of the duty of publication of the annual transparency report;

3-In the use of the legislative authorization conferred by the previous article, may the Government

to establish the imputability of the illicit of mere social ordering that typify the title of

dolo and of neglect.

4-The Government may establish that to the proceedings relating to the illicit of mere ordering

social, both in the administrative phase and in the judicial phase, that typify are applicable

special procedural and substantive rules set out in the Securities Code

and, secondarily, the general regime of the illicit mere social ordinance.

5-The Government may establish the disclosure regime by the entity responsible for the

public supervision of the official reviewers of accounts and the societies of official reviewers of

accounts, in full or by extract, of the decisions that ascribe responsibility for the practice

of counter-ordinances regardless of whether or not such decisions are final, with

express mention of this fact;

6-The Government may establish for the illicit of mere social ordering that typify the

application, cumulatively with the main sanctions, of the following ancillary sanctions:

a) Seizure and loss of the object of the offence, including the product of the benefit obtained

by the offender through the practice of counterordinance;

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b) Temporary interdiction of the exercise of the activity by the offender;

c) Revocation of the approval or cancellation of the registration required for the exercise of

functions.

Article 3.

Sense and extent of legislative authorization as to the revision of the Statute of the Order

of the Official Accounts Reviewers

The sense and extent of the legislation to be adopted are as follows:

a) Change in the attributions of the Order of Official Auditors of Accounts in the sense of

enable its participation in the framework of the entity responsible for public supervision

of the official reviewers of accounts and the companies of official auditors of accounts and, well

thus, to ensure the enrolment of the official reviewers of accounts and of the societies of

statutory auditors on public record and to promote the conditions that

allow for public disclosure;

b) Review of the audit concept, passing this to include examinations and other services

related to the accounts of companies or other entities made in an agreement

with the auditing standards in force, comprising:

i) The legal review of accounts exercised in compliance with legal provision and in the

context of the surveillance mechanisms of the entities or companies subject to

review in which it imposes the designation of an official reviewer of accounts;

ii) The audit of the accounts exercised in compliance with legal provision, statutory

or contractual;

iii) The services related to those referred to in the above points, when

have a specific purpose and or scope or limited scope.

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c) Change in the definition of the activities that constitute the functions of the official reviewers of

accounts, in addition to those that integrate the activities of public interest, so as to

cover the faculty, the exercise of duties of members of audit committees and

of supervisory or supervisory bodies of companies or other entities, the

consultancy and other services within the scope of subjects inherent in their training and

professional qualification, specifically assessments, peritages and arbitrations, studies

of reorganization and restructuring of companies and other entities, analyses

financial, economic and financial feasibility studies, vocational training,

studies and opinions on accounting and tax matters, review of tax returns

and review of environmental and sustainability reports, the roles of administrator of the

insolvency and liquidator, the roles of administrator or manager of companies

participated by companies of official reviewers of accounts, with the exercise of

any of these functions does not call into question the exclusive dedication regime that the

official reviewer of accounts adopt;

d) Change of the designation regime of the statutory auditors of accounts, so as

harmonize it with the provisions of the Code of Commercial Societies and the Code

of the Securities relating to the same matter;

e) Determination of the regime of inamovibility and rotation of the official auditors of accounts

of entities of public interest, in the light of the provisions of Directive No 2006 /43/CE, of the

European Parliament and of the Council of May 17, 2006, determining that the

maximum period of the exercise of audit functions by the partner responsible for the

guidance or direct execution of the legal review of the accounts is seven years, from the

your designation, and may again be assigned after an elapsed

minimum period of two years, establishing that the regularization of existing situations

where the seven-year term is exceeded if it takes place at the time of the designation

for new mandates;

f) Amendment of the scheme laying down the rules relating to the fixing of the fees due

by the exercise of the statutory review of the accounts in the light of the provisions of Directive n.

2006 /43/CE, of the European Parliament and of the Council of May 17, 2006,

mandating that such fees be set between the parties, taking into account

criteria for reasonableness that meet, in particular, the nature, extent, depth

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and time of the work required to perform a service in accordance with the standards of

audit in force and, in the special case of the exercise of functions of public interest, not

will be able to call into question professional independence and quality of work, not

may be influenced or determined by the provision of additional services to the

company or other entity subject to review or audit, will not be able to be in

species and will not be able to be contingent on or variable depending on the results of the

work carried out;

g) Change of the scheme of the formation of the official reviewers of accounts, so as to suit it

to the regime of Directive No 2006 /43/CE, of the European Parliament and of the Council, of 17

from May 2006, predicting that these should attend training courses

professional to be promoted by the Order of Auditor Officers ' Reviewers or by this

recognized;

h) Determination of a regime of the conservation of documents related to the

exercise of the functions of public interest on the part of the official auditors, à

in the light of the provisions of Directive No 2006 /43/CE, of the European Parliament and of the Council,

of May 17, 2006;

i) Change of the quality control regime to which the reviewers are subject

officers of accounts, predicting that the same will be exercised by the Order of Reviewers

Officers of Accounts, under the supervision of the public supervisory body, according to

Regime of Directive No 2006 /43/CE, of the European Parliament and of the Council, of 17 of

May 2006;

j) Amendment of the regime of the duty of independence of the statutory auditors of accounts, to the light

of the provisions of Directive No 2006 /43/CE, of the European Parliament and of the Council, of

May 17, 2006, establishing, as fundamental criteria, that the official reviewer

of accounts shall act free of any pressure, influence or interest and shall avoid

facts or circumstances that are likely to compromise their independence,

integrity and objectivity and, well thus, defining the services that cannot be

provided simultaneously with the statutory review of accounts, in the cases of the reviewers

officers of accounts of the entities of public interest;

l) Change in the regime of the duty of professional secrecy of the official reviewer of accounts by the

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legal certification of the accounts of consolidated accounts, in the light of the provisions of Directive No

2006 /43/CE, of the European Parliament and of the Council of May 17, 2006;

m) Amendment of the professional civil liability insurance scheme, so as to

redefine the minimum value of such insurance by fixing such value, in the case of the official reviewers

of accounts, in the € 500,000, in the case of the reviewer societies, in the € 500,000 times the

number of reviewers and of official reviewers of accounts that prestakes your

activity under contract for provision of services.

n) Clarification of some incompatibilities and impediments arising from the exercise

of the functions of official reviewer of accounts;

o) Modification of the rules of access to the profession, passing on to require graduation in

Auditing, Accounting, Law, Economics, Business Management or courses

similar or any other licensees that for the purpose will come to be

recognized by the minister's office that guardianship the higher education, with prior hearing

of the Order of Official Accounts Reviewers;

p) Amendment of the regime of the disciplinary responsibility of the statutory auditors of accounts and

of the societies of official reviewers of accounts, reordering and redefinition of the feathers

disciplining and changing the minimum and maximum value of disciplinary fines for €

1000 and € 10,000, respectively, and of the limitation period for the disciplinary offence,

fixing itself the same in the two years after the practice of the fact that is likely to constitute

disciplinary offence;

q) Prediction that the official reviewers of accounts and the societies of official reviewers of

accounts to participate in national law companies that have per exclusive object

the provision of consultancy services and other services within the scope of

inherent in their training and professional qualification, specifically assessments,

peritages and arbitrations, studies of reorganization and restructuring of companies and of

other entities, financial analyses, studies of economic and financial viability,

vocational training, studies and opinions on accounting and tax matters,

review of tax returns and review of environmental and sustainability reports;

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r) Review of the terms in which the documents of a society of

statutory auditors in the exercise of their functions of public interest, in the

scope of its relations with third parties in the light of the provisions of Directive n.

2006 /43/CE, of the European Parliament and of the Council of May 17, 2006;

s) Amendment of the scheme for the provision of evidence of the entrance examinations to the Order of the

Reviewers Officers of Accounts in the light of the provisions of Directive No 2006 /43/CE of the

European Parliament and of the Council of May 17, 2006;

t) Adaptation of the scheme for obtaining, suspension and loss of the quality of official reviewer of

accounts;

u) Updating of standards on the recognition of the professional title of reviewers

of other member states of the European Union and, as well, on the registration of

auditors of third countries, in the light of the provisions of Directive No 2006 /43/CE, of the

European Parliament and of the Council of May 17, 2006;

v) Consecration, in transposition of the regime of Directive No 2006 /43/CE, of Parliament

European and Council, of May 17, 2006, of a duty of elaboration and

disclosure of a transparency report by the official auditors and

of the official reviewer companies of accounts that carry out the audit to the accounts of

entities of public interest and, well thus, definition of the situations in which it may be

authorized the non-disclosure of information;

x) Consecration, in transposition of the regime of Directive No 2006 /43/CE, of Parliament

European and Council, of May 17, 2006, of the duty of communication to the organ of

examination of the entities examined by official auditors of accounts or of the

companies of official auditors of accounts holding auditing to the accounts of entities

of public interest, including the annual confirmation of independence in respect of

examined entity, the annual communication of all additional services provided to the

examined entity and, as well, the analysis of threats to independence and the

applied safeguards to mitigate these threats;

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z) Extension of the scheme provided for in Article 177 (5) and in Article 180 (1) of the

Code of Criminal Procedure, respectively, to the searches and seizures in offices of

official reviewers of accounts;

aa) Creation, in transposition of the regime of Directive No 2006 /43/CE, of Parliament

European and of the Council of May 17, 2006 of a public record of the reviewers

officers of accounts and the companies of statutory auditors, the contents of which shall

be communicated to the public supervisory body of the profession for the purpose of

centralized public disclosure.

Article 4.

Duration

The legislative authorization granted by this Law shall be for the duration of 180 days.

Article 5.

Entry into force

This Law shall come into force on the day following that of its publication.

Seen and approved in Council of Ministers of April 24, 2008

The Prime Minister

The Minister of the Presidency

The Minister of Parliamentary Affairs

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The present decree-law introduces into the Statute of the Order of Official Auditors of Accounts,

approved by the Decree-Law No. 487/99 of November 16, the changes flowing from the

transposition into the internal legal order of Directive No 2006 /43/CE of Parliament

European and of the Council of May 17, 2006 on the legal review of annual accounts and

consolidated.

In essence, this decree-law comes to fruition in the national legal order an effort of

harmonization of high level of the requirements of the legal review of accounts by way of

requirement for the application of international accounting standards, be of the update of the

requirements for training, be it the enhancement of the duties of deontological order-

independence, exemption, confidentiality prevention of conflicts of interest and others-, be

still from the creation of independent quality control and public supervision structures.

This scheme, defined on a communal basis, aims to ensure the enhancement of the quality of the revisions

legal accounts, being this one factor contributing to improving integrity and efficiency

of the financial statements and, to that extent, increment the orderly functioning of the

markets.

Such changes are manifested with particular focus on the configuration of a regime

legal tightened requirement applicable to entities of public interest, thus qualified

under the terms of the Decree-Law n. xx/xxxx, of xx, of xxx of 2008. In that sense, the

independence requirement title, the rotation of the partner responsible for the orientation or

implementation of the statutory review of accounts with a periodicity not exceeding 7 years and the ban

of conducting statutory review of accounts in case of self-review or personal interest,

it establishes the duty to draw up and disseminating a transparency report by the

statutory auditors of accounts and companies of official auditors of accounts and subject to the same

a more frequent quality control-in every three years.

In the case of quality control, this Directive manifests a particular

concern to ensure their independence, whether it is by imposing that the organization, resources and

funding of the same are exempt from any possible undue influence on the part of the

statutory auditors, whether subjecting it to public oversight by the Council

National of Audit Supervision.

13

The duty of independence, integrity and objectivity of the official auditors of accounts is

particularly densified in this new regime, imposing itself on the duty of refusal of any

work when the concrete circumstances-financial, business, work or

another with the examined entity-are likely to harm the observance of those

principles. In the specific cases of self-review, personal interest, representation,

familiarity, trust or intimidation, the reviewer or society can only carry out the audit

of accounts if it is possible to adopt the necessary measures to ensure the respective

independence.

The present transposition reflects, still, the intention to promote a high level of

harmonization and quality of official account reviews, thus determining that the

same to be carried out on the basis of international auditing standards. Only when

are in question subjects not covered by these standards, it will be legitimate to apply

additional procedures or requirements of national review or audit.

In the case of consolidated accounts, the definition of the responsibilities of the different is clarified

official reviewers of accounts that proceed to the review or audit of parts of the group,

determining itself to the effect that the official reviewer of group accounts takes on total

liability for the legal certification of the accounts with respect to the consolidated accounts.

An important aspect of the scheme introduced by the Directive is the organisation of a registration

public, whose contents and terms of the respective enrolment and updating are provided for

in this amendment to the Statute of the Order of Official Auditors of Accounts. The information

Therein are communicated to the National Audit Supervisory Board for the purpose of

centralized public disclosure.

We still take the ensejo to make the clarification of the concepts of audit and review

legal of accounts. In effect, it is apparent that these concepts are often used in

legal diplomas with a content and meaning not always coincident with the established

in the Statute of the Order of Official Auditors of Accounts. In this measure, and in such a way as to avoid

potential regime conflicts arising from the different conceptual framework, proceeds

now to a terminological uniformity. Thus, a concept of auditing is to be adopted

sufficiently broad and flexible in a way to understand all forms of exercise of the

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activity, among which the statutory review of accounts. In the concept of auditing is included,

likewise, the audit to financial and statistical inmate elements arising from a provision

legal, distinct from the legal review of the accounts.

Within the framework of the rules specifically related to the exercise of the profession, the present

decree-law proceeds to the realization of the functions that are part of the core of activities to

exercise by the official auditors of the accounts, and, of the same step, updates the scheme of

incompatibilities and impediments, with a view to, once again, the increase in quality in the

exercise of the profession.

Finally, the harmonisation of the concepts and terms used in the Staff Regulations is further harmonisation.

Reviewers of Accounts in light of the recent legislative changes that occurred in the Code of

Commercial Corporations, in the Securities Code and in other diplomas applicable to

companies or entities subject to auditing.

Thus:

In the use of the legislative authorization granted by Law No, and in accordance with the terms of the a)

and b) of Article 198 (1) of the Constitution, the Government decrees the following:

Article 1.

Amendment to the Status of the Order of Official Auditors of Accounts

Articles 5, 13, 16, 18, 20, 25, 29, 30, 41, 43, 44, 46, 46, 46, 46, 46, 46, 46, 46, 46, 46, 46, 46, 46.

47, 48, 49, 52, 54, 58, 61, 62, 68, 69, 71, 71., 71, 73, 72, 77, 77, 77, 77, 77, 77

78, 79, 81, 96, 97, 99, 101, 102, 103, 105, 106, 118., 118, 118, 118, 118, 118, 118, 118

119, 121, 124, 127, 129, 144, 148, 149, 152, 153, 153, 153, 153 and 163 of the Statute

of the Order of Auditor Officers of Accounts, approved by the Decree-Law No. 487/99, of 16 of

November, which shall be replaced by the following:

15

" Article 5.

[...]

They constitute attributions of the Order:

a) Exercise jurisdiction over everything that respects the audit activity to

accounts and related services, of companies or other entities, of

agreement with the audit standards in force;

b) [...];

c) [...];

d) [...];

e) [...];

f) [...];

g) [...];

h) [...];

i) To ensure the enrolment of the official reviewers of accounts and societies of

reviewers officers of accounts in public register and promote the conditions

that allow for public disclosure;

j) [ Previous point (i) ];

k) [ Previous point (j) ];

l) [ Previous point (k) ];

m) [ Previous point l) ] ;

n) [ Previous point (m) ] ;

o) [ Previous paragraph (n) ] ;

p) [ Previous alinea o) ] ;

q) [ Previous alinea p) ].

16

Article 13.

[...]

1-The deliberations of the collegial bodies of the Order will be taken by a majority

simple and exhorted in minutes.

2-In all collegial bodies the president or who replaces him with vote

of quality.

3-The deliberations of the organs of the Order may be the subject of a reaction

litigation, under the law, to the administrative courts.

Article 16.

[...]

It shall, in particular, compete with the general meeting, without prejudice to other powers

provided for in this Decree-law:

a) Approve the acquisition and loss of the quality of honorary members of the

Order;

b) Elect and impeach members of the social bodies;

c) [ Previous point (b) ];

d) Approve the compensations and too many allowances to be allocated for the financial year

effective of any office in the organs of the Order;

e) Approve, annually, the plan of activities and ordinary budgets and

supplementary, as well as the report and accounts of the previous financial year;

f) [ Previous point (d) ];

g) Approve the amount of the quotas and the fees and emoluments to be charged for

services provided;

h) Approve recommendations and issue motions on associative matter,

professional or technical;

17

i) Approve the code of ethics and professional deontology, the regulation

electoral, the disciplinary regulation and too much regulations, with the exception

of the regulation of the congress of the statutory auditors of accounts, as well as

on the respective proposed amendments;

j) [ Previous point (e) ].

Article 17.

[...]

1-A General assembly must be convened by the President, upon communication

writing addressed to the reviewers, at the minimum 15 days ' notice, owing

record of the notice convenor the order of work, the date and place of the

meeting.

2-[...].

3-[...].

4-[...].

5-[...].

6-Are not admitted to participate in the discussion nor to vote for the official reviewers of

accounts with late payments, exceeding two months, of any of the

importances referred to in Article 67 para.

7-A The general assembly can only deliberate on the subjects mentioned in the

respective order of work.

8-The official reviewers of accounts wishing to submit some subject to the

general assembly should apply for the president, in advance of, by the

less, 10 days from the date of the meeting, which makes you enroll in the order of work.

9-[...].

10-The addition to the order of work should be brought to the knowledge of the

members of the general assembly in the three days immediately after the

formulation of the application for enrollment.

18

11-[...].

Article 18.

[...]

1-[...].

2-[...].

3-[...].

4-At the ordinary general meeting it will still be able to pronounce on any others

subjects mentioned in the order of work.

Article 20.

[...]

1-In November, every three years, it will bring together the general election assembly, to

election of all members of the organs of the Order referred to in the article

next for the triennium which starts on the January 1 of the subsequent year.

2-A voting shall be carried out:

a) Presentially, working, for the purpose, polling stations by a

period of twelve hours, at the head office and in the regional sections;

b) By correspondence.

3-[...].

4-[...].

5-[...].

19

Article 25.

[...]

[...]:

a) [...];

b) [...];

c) [...];

d) Give advice on the annual continuing education plan that is

submitted by the Governing Board;

e) [...];

f) Give advice on the amount of quotas, fees and emoluments to be charged

and on the compensations and too many allowances to be allocated for the financial year

effective of any office in the organs of the Order;

g) [...].

Article 29.

[...]

1-[...].

2-[...].

3-In the event of permanent impediment or vacancy of the office of the President this

will be replaced by the vice president.

4-In the event of permanent impediment or vacancy of the office of the Vice-President

this will be replaced by a vogal co-opted by the bastonarium and how much to the

vowels will cater to the order of seniority of the alternates in the substitutions that

should be efective.

5-[...].

20

Article 30.

[...]

1-[...]:

a) [...];

b) [...];

c) [...];

d) [...];

e) To propose annually to the general meeting the amount of quotas, fees and

emoluments to be charged by the Order;

f) [...];

g) [...];

h) Organize, keep up to date and publish electronically a record of

official reviewers donde constem, namely, the relative elements

to his professional activity, positions performed in the Order, praises

received, suspension and cancellation of enrollment and criminal sanctions and

disciplars;

i) [...];

j) Approve the creation of technical commissions, the definition of their duties and

the respective remunerations and too many allowances of its members;

k) [...];

l) [...];

m) [...];

n) [...];

o) [...].

2-[...].

21

Article 41.

Audit

The audit activity integrates examinations and other services related to the

accounts of undertakings or other entities carried out in accordance with the standards of

audit in force, understanding:

a) The legal review of accounts exercised in compliance with legal provision and

in the context of the supervisory mechanisms of entities or companies

object of review in which it imposes the designation of an official reviewer of

accounts;

b) The audit of the accounts exercised in compliance with legal provision,

statutory or contractual;

c) The services related to those referred to in the above points, when

have a specific purpose and or scope or limited scope.

Article 43.

[...]

1-A The legal review of accounts is carried out by the official reviewers of accounts that

for the purpose have been elected or designated, as per cases, by the

competent bodies of the companies or entities that are the subject of such

review, in accordance with the legal provisions applicable to such entities.

2-The official reviewers of accounts that carry out the legal review of accounts integrate

the watchdog of the entity examined or act autonomously, in the

terms of the applicable legal provisions.

3-The legal review exercise of accounts implies that the official reviewers of

accounts stay subject to the complex of powers and duties that are to them

specifically assigned by the legal provisions governing companies or

entities that are the subject of such review, without prejudice to their status

22

own fixed in Title II.

4-[...].

Article 44.

[...]

1-[...].

2-A The legal certification of the accounts expresses the opinion of the official reviewer of accounts of

that the individual and / or consolidated financial statements present,

or not, in a true and appropriate manner, the financial position of the company or

of another entity, as well as the results of the operations and the cash flows,

regarding the date and the period to which they refer, according to the

identified financial reporting structure and, where appropriate, that the

financial statements respect, or not, the applicable legal requirements.

3-A legal certification of the accounts will conclude by expressing an opinion with or without

reservations, a scuffling of opinion, an adverse opinion, with or without emphases, of

agreement with the modalities set out in the audit standards in force.

4-When the individual financial statements of the parent company are

attached to the consolidated financial statements, the legal certification of the

consolidated accounts can be conjugated to the legal certification of the accounts

individual of the parent company.

5-Verified the inexistence, significant insufficiency or concealment of matter from

appreciation, the official reviewers of the accounts will issue statement of

impossibility of legal certification, may only be issued legal certification

of the accounts at a later date if it comes to check that, in the meantime, the accounts

have been made available or supply the inadequacies identified in the said

declaration of impossibility.

6-[ Previous Article No 5 ].

7-[ Previous Article No 6 ] .

23

8-Judicial actions aimed at arguing the falsity of the legal certification of the

accounts or the declaration of impossibility of legal certification should be

proposals within 120 days of the deadline for the registration of the provision

of accounts or, when mandatory, for their publication on the Internet site of

public access, or from the deadline for the publication that legally to replace, or

still, if previous, the knowledge of the certification or statement of

impossibility of certification by any other form.

9-In cases of public offers for distribution or other transactions in

regulated market, the time limit set out in the preceding paragraph shall be counted

departure from the date of the term of the operation.

10-Applies to the report of the auditor of corporate issuers of admitted shares

to the trading on regulated market the scheme established for the

legal certification of the accounts.

11 -A The subject matter of this article shall be subject to regulation by means of standards

of auditing, which must comply with international auditing standards

adopted by the European Commission, save when:

a) Have as subject matter not to be the subject of a standard adopted by the

European Commission;

b) The imposition of procedures or audit requirements, in addition to or,

in exceptional cases, short of international auditing standards

course of specific legal requirements as to the scope of the legal review

of accounts.

Article 45.

[...]

Arising from the conduct of audit of the accounts, statutory or contractual, it will be

issued audit report on the financial statements the subject of

examination, obeying the audit standards in force.

24

Article 46.

[...]

Arising from the realization of services related to the legal review of the accounts and

with the audit to the accounts will be issued, when it is the case, report describing the

nature and the extent of the work and the respective conclusion, by obeying the standards

of audit in force.

Article 47.

[...]

1-The specific competencies of the official reviewers of accounts inherent in

exercise of the legal review of the accounts are defined by the law governing the

companies or other entities the subject of the review.

2-[...].

Article 48.

[...]

They also constitute functions of the official reviewers of accounts, outside the scope of the

public interest, the exercise of the following activities:

a) Lection;

b) Members of audit committees and supervisory bodies or of

supervision of companies or other entities;

c) Consultancy and other services within the scope of matters inherent in your

vocational training and qualification, specifically assessments,

peritages and arbitrations, studies of reorganization and restructuring of

companies and other entities, financial analyses, studies of

economic and financial viability, vocational training, studies and

opinions on accounting matters, review of tax returns,

elaboration of studies, opinions and too much support and consultancy in

tax and parafiscal matters and review of environmental and environmental reports

25

sustainability;

d) Administrator of insolvency and liquidator;

e) Administrator or manager of societies participated by societies of

statutory auditors, referred to in Article 96 (7).

Article 49.

[...]

1-[...].

2-[...].

3-[...].

4-[...].

5-[...].

6-The links established by the official reviewers of accounts or by the associates of

companies of reviewers with a view to the exercise of the functions provided for in the article

48. do not undermine the exercise of the functions in exclusive dedication regime.

Article 50.

[...]

1-A designation of official reviewers of accounts or of the society of reviewers

officers of accounts for the exercise of the statutory review of corporate accounts or

of other entities falls to the respective general meeting or to whom it has

competence for the purpose, pursuant to the applicable legal provisions.

2-[...].

3-A designation of official reviewer of accounts or of the society of official reviewers

of accounts between two assemblies is the competence of the respective table and, in its

lack, of the governing body, and must be submitted for ratification by the assembly

26

general following, under penalty of possible resolution of the contract by the official reviewer

of accounts, without prejudice to the right to remuneration corresponding to the period

in which he exercised duties.

4-A designation of official reviewer of accounts or of the society of official reviewers

of accounts by issuers of securities admitted to the

trading on a regulated market shall be governed by the provisions of the Code of

Commercial Societies and the Securities Code and by the

regulation approved by the Securities Market Commission.

5-[...].

6-[...].

7-A designation of official reviewers of accounts or of the society of reviewers

officers of accounts for the exercise of the statutory review of company accounts or

other entities and their registration in the competent Supervisory Authority only

shall be valid in the case of those having given their express consent by

written.

8-A designation of official reviewers of accounts or of the society of reviewers

officers of accounts for the exercise of any other functions of interest

public who demand their own and autonomous intervention will be made of

harmony with the applicable legal provisions.

Article 52.

[...]

1-[...]:

a) Draw up legal certification document of the accounts, in one of their

modalities, or declaration of impossibility of legal certification;

b) Elaborate any other reports arising out of legal requirement or

statuary, in accordance with the standards or the recommendations

emanating from the Order;

27

c) [...];

d) Being the case, to apply in isolation to the convening of the assembly

general, when the tax council, owing to do so, has not done so.

2-In the exercise of any other functions of public interest that by law

require the own and autonomous intervention of official auditors, in

that there is an obligation to issue certifications or reports, must the same

respect the audit standards in force that show applicable to the case.

3-[...].

4-[...].

Article 54.

Inamovibility and rotation

1-[ Previous body of the article ].

2-In the entities of public interest the maximum period of exercise of functions

of audit by the partner responsible for the direct orientation or execution of the

legal review of the accounts is seven years, from its designation, and may come

to be again designated after a minimum period of two has elapsed

years.

Article 55.

[...]

1-Companies or other entities that celebrate with official auditors of accounts

contracts for the provision of services relating to the performance of duties of

public interest are required to communicate to the Order, within 15 days,

after the celebration of the same:

a) The name of the official reviewer of accounts or the firm of the society of reviewers;

b) The nature and duration of the service.

2-[...].

3-[...].

28

Article 58.

Duties of communication

1-Official reviewers of accounts must report to the Order, within 15

days, the beginning and cessation of all service contracts

concerning the exercise of functions of public interest.

2-Official reviewers of accounts must provide the Order, within the time it comes to

be established by the Governing Board, an annual map of the activity

professional exercised, containing the identification of the customers, the characterization of the

functions, the invoiced fees and the period to which they respect.

Article 60.

[...]

1-In the exercise of the legal review of the accounts of companies or other entities, the

fees will be set between the parties, taking into account criteria of

reasonableness that meet, in particular, the nature, extent, depth and

time of the work required to perform a service according to the

audit standards in force.

2-[...].

3-[...].

4-[...].

5-In the exercise of the functions of public interest, the honorarium of the official reviewer

of accounts can never call into question their professional independence and the

quality of your work, nor be it influenced or determined by the

29

provision of additional services to the company or other entity subject to review

or of auditing, nor being in kind and nor being contingent on or variable in

function of the results of the work carried out.

Article 61.

[...]

1-[...].

2-[...].

3-3-In the case of suspension or compulsive cancellation, the professional ballot

must be returned within a maximum of eight days from the notification of the

decision delivered in the process and carried forward on trial, and, in the remaining cases,

of the notification to the effect made to the official reviewer of accounts by letter

registered with notice of receipt.

4-[...].

5-[...].

6-[...].

7-[...].

Article 62.

[...]

1-[...].

2-With a view to the permanent updating of their knowledge, the reviewers

officers of accounts are expected to attend vocational training courses to

promote by the Order or by this recognized, in the terms to be fixed in the

training regulation.

3-[...].

30

4-The official reviewers of accounts must arrange, in respect of the exercise of

each of the functions of public interest, an instructed process of agreement

with the audit standards in force, specifically with the evidence of the

work carried out and with the statement of reasons for the relevant findings in which

have been based to formulate their professional opinion, in order to issue the

legal certification of the accounts, the opinion or the audit report and, as well,

with documentation of all the important risks that may compromise the

its independence and the protective measures applied to limit those risks.

5-The processes referred to in the preceding paragraph shall be retained by a

period of five years.

Article 68.

[...]

1-Official reviewers of accounts are subject to quality control, which

will be exercised by the Order, under the supervision of the CNSA, in accordance with

the respective regulation and with the applicable Community Standards.

2-The quality control of the activity carried out by the official reviewers of

accounts, in respect of functions of public interest, will be exercised in

compliance with an annual plan.

3-The quality control of the activity carried out by the official reviewers of

accounts, in respect of functions that are not in the public interest, with

exclusion from the exercise of the faculty, will essentially consist of the verification of the

compliance with the law and regulations approved by the Order.

4-In addition to the quality checks provided for in the annual plan, they will be, still,

subjected to control, by deliberation of the Governing Board, the reviewers

officers of accounts and the societies of reviewers who, in the exercise of their

professional activity:

a) Revealing manifest dissuitability of human and material means

used, in the face of the volume of services provided;

31

b) Present strong evidence of non-compliance with legal standards or

regulations or audit standards in force.

5-For the purposes of the b) of the previous number is presumed to exist strong

indications of default of auditing standards, where the fees

practiced by the official auditors of accounts are significantly lower

to those that would result from the application of the criteria set out by Article 60.

Article 69.

Duty of independence

1-In your professional activity the official reviewer of accounts must act free of

any pressure, influence or interest and should avoid facts or circumstances

that are likely to compromise their independence, integrity or

objectivity, in accordance with standards of a third objective, reasonable and

informed.

2-The official reviewer of accounts must refuse any work that may diminish the

its independence, integrity and objectivity, notably when it exists

any financial, business, work or other relationship, as is the

provision, direct or indirect, of complementary services that are not of

review or audit among the official reviewer of accounts, the society of reviewers

officers of accounts or the network and the entity examined, by virtue of which a

third objective, reasonable and informed, would conclude that independence was

committed.

3-Whether the independence of the official reviewer of accounts or of the society of reviewers

officers of accounts are affected by threats, such as self-review, interest

personnel, representation, familiarity or trust or intimidation, owes the

reviewer or society to adopt the necessary measures to ensure the

respective independence, otherwise it should not carry out the audit.

32

4-To the official reviewer of accounts is prohibited to perform auditing to entities of

public interest in the case of self-review or personal interest.

5-The risk of self-review exists whenever an official reviewer of accounts, a

society of official auditors of accounts, an entity of a network of

societies or a partner, manager or employee participates in the drafting of the

accounting records or the client's financial statements of the review

legal of accounts.

6-The risk of personal interest exists whenever the independence of the reviewer

officer of accounts may be threatened by a financial interest of their own or

by a conflict of personal interests of another nature, specifically, in

virtue of direct or indirect financial participation in the customer or of

an excessive reliance on the fees payable by the customer for the review of

accounts or other services.

7-To the official reviewer of accounts of entities of public interest is prohibited to

simultaneous provision, such entities, of auditing and of any of the

following services:

a) Drafting of accounting records and financial statements;

b) Design and implementation of information technology systems in the

accounting domain, unless that society takes over the

liability for the global internal control system or the service is

provided in accordance with the specifications by it defined;

c) Elaboration of actuarial studies designed to register your

responsibilities;

d) Valuation services of assets or financial liabilities that

represent materially relevant amounts in the context of the

financial statements and in which the assessment involves a high degree

of subjectivity;

e) Representation in the context of dispute resolution;

33

f) Selection and recruitment of senior staff.

8-The duty of independence referred to in paragraphs 1, 2 and 3 applies:

a) To the official reviewer of accounts and the society of reviewers of which it is a partner;

b) To the remaining professionals involved in the audit.

9-The official reviewer of accounts shall ensure compliance with the provisions of the present

article, and should have a proper system of safeguards to cope with

to potential risks to their independence.

10-A prohibition on the provision of services referred to in paragraphs 4 and 5 applies

also to the companies of statutory auditors and their respective partners,

and, still, to the legal persons who integrate the network to which the society of

reviewers belong.

11-For the purposes of this decree-law, the concept of the network means the structure

more extensive intended for cooperation, to which an official reviewer belongs to

accounts or a society of official auditors of accounts, and which has

clearly as an objective the sharing of profits or costs or the sharing in

common of ownership, control or management, of policies and procedures

common quality control, the common strategy, the use of a

common denomination or a significant part of professional resources.

12-The partners or shareholders of a society of official auditors,

as well as the members of the administration and supervisory bodies of that

society, or an affiliated company, should refrain from having any

intervention in the implementation of an audit, likely to compromise the

independence and the objectivity of the official reviewer of accounts that carries out the

audit on behalf of the society of official auditors.

34

Article 71.

Information and advertising

1-The official reviewer of accounts may disclose their professional activity in a manner

objective and true, in the rigorous respect of deontological duties, of the

professional secrecy and legal standards on advertising and competition.

2-A constant matter in this Article shall be subject to regulation in the

code of ethics and professional deontology.

Article 72.

[...]

1-[...].

2-[...].

3-[...]:

a) [...];

b) [...];

c) The communications and information between official reviewers of accounts, in the

scope of the legal review of consolidated accounts of companies or other

entities, to the extent strictly necessary for the performance of their

functions, owing to the official auditors to give knowledge of that

fact to the administration, management, direction or management of the respective company

or another entity.

d) The relevant communications and information regarding the entity

examined carried out by the official reviewer of accounts or the society of

official reviewers of accounts that is replaced with the official reviewer of accounts

or to the society of official auditors of accounts that replace it.

35

4-Cesses the duty of professional secrecy when it is in question the defence of the

dignity, of rights and legitimate interests of the official reviewer of accounts

or of the society of reviewers, upon prior authorization of the Bastonary of the

Order.

5-Official reviewers of accounts ceasing functions of public interest in a

certain entity remain bound to the duty of professional secrecy

concerning the work carried out in the exercise of these functions.

Article 73.

Professional civil liability insurance

1-In the exercise of its professional activity, the civil liability of the

statutory auditors of accounts, even when under the contract of provision of

services under the terms of the ( c) of Article 49 (1), shall be guaranteed by

personal liability insurance of professional civil liability, with the minimum limit of

€ 500,000.

2-A The civil liability of the reviewers ' societies shall be guaranteed by

insurance, with a minimum limit of € 500,000 times the number of reviewers and

of official reviewers of accounts that are in the conditions of the provisions of the paragraph

c) of Article 49 (1)

3-[...].

4-[...].

5-[...].

6-[...].

7-[...].

8-[...].

9-[...].

36

Article 76.

[...]

They may not perform review or audit duties on the accounts, by virtue of

legal, statutory or contractual provisions, with a continued character, in more than

five companies or other entities, the official reviewers of accounts that do not

carry out their activity in exclusive dedication regime.

Article 77.

[...]

1-Without prejudice to the provisions of Article 48, the official auditors of accounts do not

may exercise duties of members of administrative bodies, management,

direction or management in companies or other entities.

2-The provisions of the preceding paragraph shall not preclude the possibility of exercise by the

official reviewers of accounts of the functions referred to therein or to them legally

equates in legal persons of administrative public utilities or of

mere public usefulness, as well as in private institutions of solidarity

social or in not-for-profit associations.

3-[...].

Article 78.

[...]

1-You may not perform review or audit duties on accounts in a company or

another entity the official reviewer of accounts that:

a) [...];

b) [...];

c) [...];

d) [...];

37

e) [...].

2-[...].

3-[...].

Article 79.

Impediments

1-The official reviewers of accounts, including the society partners of reviewers

your representatives in the exercise of these functions, which in the last three years

have exercised legal review functions of the accounts in company or other

entity shall not be able to perform functions of members of its organs of

administration or management.

2-The official reviewers of accounts or the societies of reviewers who exercise

functions in entities of public interest are barred from hiring

collaborators of these entities, during the term of office and up to three years

after their cessation.

3-The official reviewers of accounts and the business associates of reviewers who

exercise functions in entities of public interest are barred from celebrating

contracts of employment with such companies or in them to perform duties of

members of their bodies of administration, management, direction or management,

during the term of office and up to three years after their cessation.

4-A failure to comply with the provisions of paragraph 1 implies the nullity of the election or

designation for the corresponding post and the punishment with penalty not less than

of fine and that of the n. ºs 2 and 3 a punishment with penalty not less than that of fine, provided for

in the present statute.

38

Article 81.

[...]

1-The disciplinary penalties are:

a) [...];

b) [...];

c) Fine of € 1,000 a € 10,000;

d) Censor;

e) [...];

f) [...].

2-[...].

3-[...].

4-[...].

5-Will be punished with a penalty not less than the fine of the facts involving the

violation of the provisions of Article 62 (4), Article 69 (3) and the

articles 76, 77 and 78.

6-6-A fine to be applied for the violation of the provisions of paragraph 4 of Article 62 shall have on

account for the economic benefit improperly earned.

7-[ Previous Article No 6 ].

8-Conjointly with any of the aforementioned feathers, can be

applied to the person responsible for any of the disciplinary offences as follows

ancillary sanctions in function of the seriousness of the offence and the fault of the agent:

a) The restitution of amounts, documents or objects related to the

infringement, including the product of the economic benefit obtained by the

offender through his practice;

39

b) Publication of the definitive punishment on the site in the Internet of the Order.

9-A Order shall communicate to the competent authorities of the Member States of the

European Union, in which the official reviewers of accounts or societies of

statutory auditors of accounts if they find themselves authorized to perform duties, the

application of a definite punishment of expulsion or the cancellation

compulsive of enrollment.

Article 88.

[...]

1-The disciplinary procedure is extinguished, by prescription, as soon as on the

practice of fact that is likely to constitute disciplinary infringement have elapsed

Two years.

2-Without prejudice to the deadline set out in the preceding paragraph, the disciplinary board

should exercise the disciplinary procedure, within 90 days, after having

made aware of any fact that is likely to constitute infringement

discipline.

3-If the fact constitutes both crime and disciplinary offence, the term of

prescription will be that of criminal procedure, provided that superior to the one provided in the

n. 1.

4-The criminal procedure does not determine the suspension of the procedure

discipline.

Article 96.

Social participations and other modes of association

1-Without prejudice to the provisions of paragraph 4, the partners of the reviewer companies

should be reviewers enrolled in the Order, as well as not official reviewers of

accounts possessing the qualifications referred to in Article 124 in any of the

40

subjects that make up the entrance examination program to the Order.

2-No official reviewer of individual accounts will be able to partner with more

of a society of reviewers, save when, for any cause, is

demonstrably outbound a society of reviewers to enter as

partner in another, in which case it will be prevented in the exit society from the exercise

of your rights and social duties that exceeds whatever is required for the realization

of this output.

3-The official reviewers of accounts who, at the time of entry as associates of

a society of reviewers, are bound by acts or contracts will be by

it replaced in the rights and obligations of them emerging.

4-A society of reviewers could be a partner of another or other societies of

reviewers or be participated in the capital by reviewer societies or by

societies authorized for the exercise of the profession in any of the rest

Member states of the European Union, owing to the representative of the society

participant to always be an official reviewer of accounts or person with title

equated by authorized to exercise the profession in any Member State.

5-[...].

6-The societies of official reviewers of accounts can associate with each other

constituting consortia, complementary groupings of companies,

european groupings of economic interest or other forms of

association, with a view to the joint exercise of activities that integrate

in its object, by becoming such associations subject to the legal and regulatory regime

of the Order.

7-The official reviewers of accounts and the societies of statutory auditors

will still be able to participate in national law societies that have by

exclusive object to the provision of the services referred to in point c) of the article

48.

41

Article 97.

[...]

1-[...].

2-[...].

3-[...].

4-In case the situation that originated the compulsive suspension provided for in the number

previous to not be regularized within 60 days of notification of the

suspension the enrollment of the society will be compulsorily cancelled.

5-[ Previous Article No 4 ].

6-[ Previous Article No 5 ].

Article 98.

[...]

1-A firm of reviewer companies shall be compulsory and exclusively

composed:

a) By the names of all the partners, or at least one of the partners

official reviewer of accounts or person, singular or collective, recognized

for the exercise of the profession in any of the remaining member states

of the European Union, either extensively or abbreviated; and

b) By the qualifier "Accounts Officers ' Society of Accounts", or

abbreviately "SROC", followed by the legal type adopted;

2-[...].

3-[...].

4-When, for any cause, stop being a partner person, singular or collective,

whose name or firm figure in the firm of the society, does not become necessary to

alteration of such a firm, unless otherwise opposed by its successors or the partner who

42

has ceased to be the express or express provision of the bylaws to the contrary.

5-[...].

6-In any case, the firm of the reviewers ' companies shall not be able to equal or

in such a way similar to another one already registered that with it may confuse.

Article 99.

[...]

Draft statutes and their amendments should be submitted for approval

of the commission of enrollment, which one should pronounce within 30 days, which this

commission can extend warranted reason justified, about whether the same are

in accordance with the standards set out in this diploma.

Article 100.

[...]

1-The societies of reviewers shall constitute themselves in the manner provided for in the law for the

commercial companies, unless there is entry of immovable property, in which case

the constitution shall be made by the required form for the transmission of real estate.

2-[...].

Article 101.

[...]

1-[...].

2-The application must be instructed with authenticated copy of the document of

constitution.

3-[...].

4-[...].

43

5-[...].

Article 102.

[...]

1-Within the following 60 days after the constitution of the society should be

deposited, for the purpose of registration in the Order, a certifying certificate of the

definitive registration in the conservatory of the commercial register, where applicable, well

as an exemplar of the statutes.

2-The societies of reviewers who do not adopt the legal types provided for in the

Code of Commercial Societies acquire legal personality by the Registry

in the Order to which it should promote its official publication.

3-[...].

Article 103.

[...]

1-The process of changing the associates follows, in the applicable part and with the

necessary adaptations, the provisions of Articles 99, 100, 101 and 102.

2-If, for any cause, they leave or enter partners, it will be the society obliged to

proceed, within the 60-day period, to the appropriate amendment and to apply for the

commission of enrollment, within 30 days of this, confirmation of

enrolment, delivering, for the purpose, certified copy of the minutes of the respective

deliberation or the contractual instrument, as the case may be.

3-Orunning the death of a partner, this fact shall be communicated to the commission of

enrollment within 30 days after his / her knowledge of the society and the

process of the consequent amendment of the bylaws should be initiated in the 60 days

subsequent, save if the delay results from an attendant reason in the definition of the

destination of the part of that partner in the capital, always respecting the provisions of the

articles 96 and 97.

44

Article 105.

[...]

1-In relations with third parties, the certifications, reports and other documents of

a society of official reviewers of accounts, in the exercise of functions of

public interest, will be signed, in the name and in representation of the society

by a managing partner or manager, or by the partner responsible for your

elaboration or by another partner with basting competence and power.

2-Should the partner, not administrator or manager, have not been responsible for the

orientation or execution of the work, the said documents should be

also signed by the respective advisor advisor or executor.

3-In any of the cases referred to in the preceding paragraphs, a must be affixed to

identification of the people who sign the certifications, reports and others

documents referred to therein.

Article 106.

[...]

1-[...].

2-Each of the capital parts may not be upstream of less than € 100,

dealing with quotas, nor of an amount less than 1 euro, dealing with

actions, and should always be divisible by these amounts.

3-[...].

4-The importances resulting from the release of the cash inflows into the act of the

subscription should be deposited in a credit facility, before the

conclusion of the constitution contract, in an open account in the name of the future

society.

5-[...]:

45

a) [...];

b) After entered into the constitution contract, should the partners authorize

the administrators, directors or managers to carry them out for purposes

determined;

c) [...].

6-[...].

7-[...].

Article 117.

[...]

The project for processing, merger or fission approved by the partners of the

participating companies must be referred to the Order for approval, which by

intermediate of the enrolment committee, whether to pronounce on the new contract

of society, under the terms and deadlines provided for the approval of the bylaws.

Article 118.

[...]

1-Within 30 days after conclusion of the contract for processing, of merger

or spin-off, shall be submitted to the governing board of the Order, for purposes

of registration, an exemplar of the same.

2-[...].

Article 119.

[...]

1-[...].

2-[...].

46

3-If the number of official reviewers of accounts finds itself reduced to the

unit, will be able to single partner, within 180 days, admit new partners,

provided that, when it is the case, the requirements set out in the

articles 96 and 97, or promote the transformation into unipersonal society by

quotas, without what society will be dissolved administratively on the terms

anticipated for commercial societies.

4-[...].

Article 121.

[...]

1-If the society dissolves by the course of the period set for its duration, or

by deliberation of the associates, and of the statutes not on the record who is the liquidator,

should this be named:

a) By deliberation of the partners, owing the name of the liquidator to be

communicated to the Order within 30 days after the dissolution;

b) In the lack of deliberation, by the court of the registered office of the society, at the request of the

Order or from any interested.

2-[...].

3-[...].

4-[...].

5-[...].

Article 124.

[...]

They are general enrolment requirements as an official reviewer of accounts:

a) [...];

b) [...];

47

c) [...];

d) Not to have been convicted of any felony felony nor declared incapable of

administer your person and property by sentence carried forward on trial, save if

obtained judicial rehabilitation;

e) Own degree in Auditing, Accounting, Law, Economics, Management

of Companies or similar courses or any other graduations that to

the effect will come to be recognised by the minister's porterie who guardianship the

higher education, with prior hearing of the Order;

f) [...];

g) [...].

Article 126.

[...]

1-[...].

2-[...]:

a) Perform the tasks that are fixed to you in the regulation of

examination and enrolment, to be approved by the general assembly, on the basis of

proposal of the governing board;

b) [...];

c) [...];

d) [...];

e) [...];

f) [...].

3-A composition and appointment of the commission of enrolment and, in general, the

regulation of enrolment in the Order will be fixed in the examination regulation

and enrollment.

48

Article 127.

Examination

The entrance exam is organized with a view to ensuring the necessary level of

theoretical knowledge in the subjects relevant to the legal review and the audit at

accounts and the ability to apply in practice such knowledge.

Article 129.

[...]

1-[...].

2-A the composition and appointment of the jury, as well as the subjects, the trames and, in

general, the regulation of the examination, shall be set out in the examination regulation and

inscription.

3-A proof of theoretical knowledge included in the examination shall cover, by the

less, the following subjects:

a) Theory and principles of general accounting;

b) Requirements and legal standards on the drafting of individual accounts and

consolidated;

c) International accounting standards;

d) Financial analysis;

e) Accounting for costs and management;

f) Risk management and internal control;

g) Auditing and professional qualifications;

h) Legal requirements and professional standards concerning the legal review of

accounts and the official reviewers of accounts;

i) International auditing standards;

49

j) Professional ethics and deontology and independence.

4-A proof of theoretical knowledge included in the examination should cover

also, at a minimum, the following subjects, to the extent that they are

relevant to auditing:

a) Law of societies and governance of societies;

b) Right of insolvency and analogous procedures;

c) Tax law;

d) Civil and commercial law;

e) Right of social security and labour law;

f) Information technologies and computer systems;

g) Business, general and financial economics;

h) Mathematics and statistics;

i) Basic principles of financial management of companies.

Article 142.

[...]

The enrolment of the official reviewer of accounts is cancelled:

a) [....];

b) When you find yourself gravely committed to the suitability of the reviewer

officer of accounts;

c) [ Previous point b )];

d) When the CNSA determines the cancellation of the registration.

50

Article 144.

[...]

1-[...].

2-Decorrids five years on the compulsive cancellation of enrollment

stipulated in the paragraph a) of Article 142, and not already checking any of the

facts or situations set out therein, the person concerned to apply for his re-registration

in the list of official auditors that meets the general requirements

consignment in Article 124 will be able to do so by application directed at the

commission of enrollment and instructed with the documents referred to in paragraph 2 of the

article 135 para.

3-[...].

4-[...].

5-[...].

6-[...].

Article 148.

[...]

1-Without prejudice to the provisions of Article 152 are recognized in Portugal, in the

quality of official reviewers of accounts, and as such authorised to exercise the

respective profession, the persons authorized for the exercise of the profession in

any of the remaining member states of the European Union.

2-[...].

3-[...].

51

Article 149.

[...]

The provision of professional services in Portugal by reviewer of Union accounts

European is free, re-salvaged the terms of this decree-law and the rest

Portuguese legislation applicable to official reviewers of national accounts.

Article 152.

[...]

1-[...].

2-[...].

3-The natural persons authorized for the exercise of the profession in any

of the member states of the European Union may apply, to the Council

Directive, the dispensation of proof of aptitude as long as they are residents in

Portugal and there have been exercising professional activity for at least ten

years.

Article 153.

[...]

1-[...].

2-[...].

3-A enrolment commission should only carry out the enrolment of auditors

of the European Union, for the purposes of the exercise of the right of establishment,

provided that you are assured of your actual stay at the domicile

professional chosen in Portugal and the observance of the deontological rules

vigour, unless the respect of such conditions and rules is already secured

through an official reviewer of established and habilitated accounts in Portugal and

52

to the service of which they are placed.

4-[...].

Article 163.

[...]

The existing situations at the date of the entry into force of this decree-law that contradices

what in it has to be regularised within one year. "

Article 2.

Addition to the Statute of the Order of Official Auditors of Accounts

Articles 44-A, 62-B, 72-B, 145-B, 145-B, 145-B, 145.-B, 145.-B, 145-B, 145-B, 145-B, 145-B, 145-B, 145.

145.-D to the Statute of the Order of Auditor Officers of Accounts, approved by the Decree-Law

n. 487/99 of November 16:

" Article 44.

Legal review of consolidated accounts

1-In the case of legal review of the consolidated accounts of a group of companies:

a) The official reviewer of group accounts has full responsibility for the

legal certification of the accounts with respect to the consolidated accounts;

b) The official reviewer of group accounts must carry out and store the

documentation of its analysis of the review work carried out by the

auditors from third countries, official reviewers of accounts, entities of

audit of third countries or societies of statutory auditors,

for the purposes of the review or audit of the group;

c) Whenever a part of a group of companies is examined by a

or more auditors or by one or more auditing entities of a country

third with which there is no agreement of cooperation, the reviewer

53

accounts officer of the group is responsible for ensuring proper delivery,

when requested, to the CNSA of the documentation relating to its analysis of the

review or audit work carried out by the auditor or auditors or

by the other entity or auditing entities of the third country,

particularly the relevant working papers for the review or

audit of the group.

2-A documentation conserved by the official reviewer of accounts of the group of

companies, in the terms of the previous number, should be sufficient for the CNSA

conveniently examine the work of the official reviewer of group accounts.

3-To guarantee the delivery referred to in point c) of paragraph 1, the official reviewer of

group accounts must hold a copy of this documentation or, in

alternative, waking up with the auditor or auditors of the third country or with the other

entity or auditing entities of the country third party the proper access and without

restrictions, when requested, or take any other appropriate measures.

4-In cases provided for in the preceding paragraph, if there are legal impediments or

others to the passage of the working papers of the review or audit of a

third country for the official reviewer of group accounts, the documentation

guarded by the official reviewer of group accounts must contain evidence that such

reviewer carried out the appropriate representations to obtain the access to the documentation

of review or audit and, in the case of impediments that are not arising

of the legislation of the third party, evidence of that impediment.

Article 62-The

Duty to draw up and disclosure of the Transparency Report

1-The official reviewers of accounts and the societies of statutory auditors

that carry out the audit to the accounts of entities of public interest, in the terms

defined in Article 2 of the Decree-Law n. xx/xxxx, of xxx, shall publish in the

your site in the Internet , within three months of the end of each financial year

54

financial, an annual transparency report, which must include at least:

a) A description of the legal structure and the property;

b) Whenever the society of official reviewers of accounts belongs to a

network, a description of the network and the legal and structural provisions of the

network;

c) A description of the governance structure of the society of reviewers

officers of accounts;

d) A description of the internal system of the quality control of society

of official auditors of accounts and a statement issued by the body of

administration or direction with respect to the effectiveness of its

functioning;

e) An indication of when the last check of control was carried out

of quality as referred to in Article 68;

f) A listing of the entities of public interest for which the

company of official reviewer of accounts held in the year transact one

legal review of the accounts;

g) A statement on the practices of independence of the society of

reviewers officers of accounts, which also confirm the achievement of a

internal analysis of the compliance of these independence practices;

h) A statement on the policy pursued by the society of reviewers

accounts officers with regard to the continuing education of the reviewers

officers of accounts;

i) Financial information that demonstrates the relevance of the society of

statutory auditors of accounts, in particular the total turnover

broken down by the fees earned by the legal review of the accounts

individual and consolidated and by the invoiced fees in respect of

other reliability assurance services, tax advisory services and

other services not related to the review or audit;

55

j) Information as to the remunerative basis of the partners.

2-A reasoned request from an official reviewer of accounts or from a

society of official reviewers of accounts, the CNSA may authorize the non

disclosure of the information referred to in para. f) of the previous number, in the

measure needed to mitigate an imminent and significant threat to safety

staff of any person.

3-The transparency report shall be signed by the official reviewer of accounts or

by the society of official reviewers of accounts, as the case may be, may this

signature shall be made, inter alia, by electronic signature, such as the

provided for in the law.

Article 62-B

Duty of communication to the supervisory body

1-The official reviewers of accounts or the societies of statutory auditors

that they conduct audit of the accounts of entities of public interest should:

a) To confirm annually in writing to the tax council, to the commission of

audit or the general and supervisory board, as the case may be,

independence with respect to the examined entity;

b) Communicate annually to the tax council, the audit committee or the

general and supervisory board, as the case, all services

additional provided to the examined entity; and

c) Examine with the tax council, the audit committee or the board

general and supervisory, as the case, the threats to their independence and

the safeguards applied to mitigate these threats, documented in the

terms of Article 62 (4)

2-The communications to which the points are referred. a) and b) of the previous number must

be carried out prior to the drafting of the legal certification of entity accounts

in cause.

56

Article 72-The

Searches and seizures in offices of official auditors

To searches and seizures in offices of official auditors of accounts is applicable,

respectively, the provisions of Article 177 (5) and Article 180 (1) of the Article 180

Code of Criminal Procedure.

Article 72-B

Complaint

1-In the course of the representations made in the preceding Articles, may the reviewer

interested in or, failing that, any of the relatives or employees present,

as well as the representative of the Order, file any claim.

2-Destining the submission of complaint to ensure the preservation of secrecy

professional, the judge must soon excel in the diligence regarding the

documents or objects that are put into question by making them packaging,

without reading them or examining, in sealed volume at the same moment.

3-A statement of reasons for complaints is made within five days and delivered in the

court where it runs the proceedings, and the judge shall refer them, in the same period, to the

chair of the relationship with its opinion and, being a case of it, with the volume a

that refers to the previous number.

4-The chairman of the relationship may, with a reservation of secrecy, proceed to the deselage of the

same volume, returning it again stamped with its decision.

57

Article 145-The

Public Register

The Order ensures the registration of the Auditor Officers of Accounts and the Societies of

Reviewers of Accounts.

Article 145-B

Contents of the Public Register

1-The public record referred to in the previous article identifies each official reviewer of

accounts and each society of official reviewers of accounts, through a number

specific.

2-Information from the public register is entered and kept in shape

electronic and communicated to the National Board of Supervision of Audit

for public disclosure.

3-In addition to the facts and information referred to in the following numbers, the registration

public contains the designation and address of the entities responsible for the

approval, quality control, inspections and penalties

concerning the official reviewers of accounts and the societies of reviewers

officers of accounts and, well, for the public supervision of the official reviewers of

accounts and the companies of official auditors of accounts.

4-As far as the official reviewers of accounts are concerned, the public register contains

the following information:

a) Name, address and registration number;

b) Applicable case, the denomination, address, address of the site on the Internet and

number of registration of the company of official reviewers of accounts which

employs the official reviewer of accounts or with which it is associated

in the quality of a partner or any other title;

c) All the other records, as the official reviewer of accounts, together

competent authorities of the other member states and, as an auditor,

58

together with third countries, including the names of the registration authorities and,

if there are, the registration numbers.

5-The auditors of registered third countries must appear clearly in the register

as such and not as official reviewers of accounts.

6-As far as the companies of official reviewers of accounts, the register

public contains the following information:

a) Denomination, address and registration number;

b) Legal form;

c) Information about the contacts, the main contact person and, if it is

case of this, the address in the Internet ;

d) Address of each office in Portugal;

e) Name and registration number of all statutory auditors

employees by the society of official reviewers of accounts or to it

associates in the quality of partner or any other title;

f) Names and business addresses of all the partners or shareholders;

g) Names and commercial addresses of all members of the organs of

administration or direction;

h) Applicable case, the identification of the network, national or international, to which

belongs;

i) All the other records, as a society of official auditors,

together with the competent authorities of the other member states and, as

auditing entity, together with third countries, including the names of the

registration authorities and, if they exist, the registration numbers;

7-The auditing entities of registered third countries are shown in the register,

as such, and not as societies of official auditors.

59

Article 145-C

Registration and updating of the registration information

1-Within the scope of its registration process, the official reviewers of accounts and the

companies of official auditors of accounts must give to the Order, for purposes

of enrolment in the public register, the information referred to us, respectively,

n. paragraphs 4 a to 6 of the previous article.

2-The official reviewers of accounts and the societies of statutory auditors

must notify the Order of any changes of the information contained in the

public record, within 30 days of the occurrence of such changes.

3-The information provided, for the purpose of registration, in the terms of the numbers

previous:

a) They must be signed by the official reviewer of accounts or by the society of

official reviewers of accounts;

b) They shall be drawn up in Portuguese, or in any other language or

official languages of the European Union provided that accompanied by translation

certified.

4-The provisions of the preceding paragraphs apply, with due adaptations, to the

auditors and the auditing entities of third countries provided for in paragraph 7 of the

article 145 B.

Article 145-D

Registration of natural or legal persons authorised to engage in legal review activity

of accounts in other member states

1-Are, still, subject to the public record provided for in Article 145-to-people

natural or legal persons authorized to engage in the legal review activity of the

accounts in a third country that submit audit report of the accounts

individual or consolidated of an entity with headquarters outside the Community and

with securities admitted to trading on a regulated market

in Portugal, save if the society only issues securities

60

representative of debt admitted to trading on regulated market,

whose nominal value is, on the date of issue, of at least 50000 € or, in the

case of issue in another currency, of value equivalent to 50000 €.

2-The registration of the entities referred to in the preceding paragraph shall be ensured by the

CMVM.

3-A CMVM may dispense with the registration of natural or legal persons

authorized to carry out the legal review activity of accounts in a third country

which submit audit report of the individual or consolidated accounts of

an entity with a registered office outside the Community if that individual person or

collective is subjected, in a third country, to the system of public supervision,

of quality control and inspection and penalties that comply with the

requirements equivalent to those provided for in the applicable legal standards and exists

reciprocity.

4-In cases provided for in the preceding paragraph, it applies, with the necessary

adaptations, the provisions of Articles 145-B and 145.-C, and shall all

communications there expected to be addressed to the CMVM. "

Article 3.

Articles repealed from the Statute of the Order of Official Auditors of Accounts

Articles 160, 161, 162, 165, 166, 166 and 167 of the Statute of the Order are repealed.

of the Official Auditors of Accounts, approved by the Decree-Law No. 487/99 of November 16.

Article 4.

Amendment of the systematic organization of the Statute of the Order of the

Auditor Officers of Accounts

The systematic organization of the Statute of the Order of Auditor Officers is amended,

approved by Decree-Law No. 487/99 of November 16 on the following terms:

61

a) A new Title V is created under the epiggraft of "Public Register", covering the

articles 145 to 145 º-D;

b) The current Title V, under the epitome of "From the reviewers of accounts of the European Union",

passes Title VI, maintaining the same epitographer;

c) The present Title VI, under the episting of "Final and transitional provisions", passes the

Title VII, keeping the same epitographer.

Article 5.

Entry into force

1-The present decree-law shall come into force on June 29, 2008.

2-A regularization of situations which, with the entry into force of the present decree-law, violate the

Provisions of Article 54 (2) of the Statute of the Order of Official Auditors of Auditors,

approved by Decree-Law No. 487/99 of November 16, shall be carried out in the

moment of the designation for new mandates.

62

The present decree-law transposes to the national legal order Directive No 2006 /43/CE, of the

European Parliament and of the Council of May 17, 2006 on the legal review of accounts

annual and consolidated, amending Directives n. 78 /660/CEE and 83 /349/CEE of the Council

and repealing Council Directive No 84 /253/CEE.

The present decree-law creates the National Board of Supervision of Audit (henceforth

designated CNSA), to which responsibility will be assigned for the organization of a system of

public supervision of the official reviewers of accounts and the societies of official reviewers of

accounts. The creation of this structure, which is intended to be responsible final for the supervision of the

exercise of the audit activity and, simultaneously, ensure a cooperation and

effective coordination between member states, stems from the adoption at the Community level of a

new model of supervision in this field marked by characteristics of independence.

In this sense, it requires the Directive that the system of public supervision be managed, for the most of it,

by persons who do not exercise the profession of official reviewer of accounts and who have

knowledge in the relevant subjects for the legal review of accounts.

Thus, this Council will integrate a representative of the Bank of Portugal, of the Commission of the

Securities Market, of the Insurance Institute of Portugal, of the Order of Reviewers

Officers of Accounts and of the Inspectorate General of Finance, appointed from among the members of the

respective Boards of Directors or Directors or from among the general sub-inspectors,

as the case. In this measure, comes this decree-law to extend the scope of legal assignments

of these entities to the participation in supra-institutional coordination structures for the

supervision of the audit activity to accounts, such as the CNSA.

In the case of assignments committed to the CNSA, the present Decree-Law seeks to provide

this body of the legal tools necessary for the effective exercise of the mandate of the Directive-

which implies the assumption of ultimate responsibility for supervision-, delimiting the impact to the

strictly necessary for that purpose. Among the attributions of the CNSA stand out

issuance of prior opinion, of a binding nature, concerning the standards of the system of

quality, deontological and audit control and the evaluation of the annual plan for control of

quality proposed by OROC and follow-up of its implementation.

63

The present decree-law comes, ademals, in the framework of the transposition of the same Directive

to the designation of the entities of public interest. In effect, such qualification already stems from the

Directive for entities whose securities are admitted to trading in a

regulated market, for credit institutions and for insurance companies. However,

since soon the community legislator has been admitting from the possibility of each member state

qualify from the same other any entities that " are of significant public relevance

on the grounds of their type of activity, size or number of employees ' . Considering the

fact that this qualification corresponds to an increased requirement regime in respect of

transparency, surveillance, independence and quality control, the plasmade option

in the present decree-law was to extend this qualification to entities that perform a

important role in financial stability and the regularity of markets, for which the

rigor, the correctness and reliability of the accountability documents proves to be pivotal.

The assignment of the quality of public interest entity requires the applicability to the entities

so qualified from the administration and surveillance models provided for in the Code of

Commercial Societies in which the official reviewer of accounts or the society of official reviewers

of accounts to whom it competes to issue the legal certification of accounts does not integrate the respective body

of supervision. In that measure, it becomes necessary to revoke the provision of the Decree-Law No 94-

B/98 of April 17 on the conditions of access and exercise of the activity of the insurer and

reinsurer, which determines that the tax council of public limited companies and societies

insurance mutual must integrate an official reviewer of accounts.

Finally, considering that the Directive determines the organisation of a public register

centralised accessible to the public and, existing in the national legal order two entities to whom

responsibilities are committed in the context of the registration of official auditors and

companies of official auditors of accounts-the OROC and the CMVM-, on the one hand, is required

is determined a time limit for reporting to the CNSA, which will be the entity responsible for

such public disclosure, of the records made by those two entities, and, on the other hand,

that is ascribe to the same responsibility for instituting the necessary procedures to

prevent duplication of acts and requirements in the framework of the respective registration procedures ( better

regulation) .

64

Thus:

In the use of the legislative authorization granted by the Law n. xx/xxxx of xxx, and in the terms of the

points a) and b) of Article 198 (1) of the Constitution, the Government decrees the following:

Article 1.

Legal Regime of the National Board of Supervision of Audit

The National Audit Supervisory Board (CNSA) is set up and approved the respective

Statute, which is an integral part of the present Decree-Law.

Article 2.

Entities of public interest

They are qualified as entities of public interest:

a) Issuers of securities admitted to trading in a market

regulated;

b) The credit institutions that are obliged to the statutory review of the accounts;

c) The furnishing investment funds provided for in the legal regime of the bodies

of collective investment;

d) The real estate investment funds provided for in the legal regime of the funds of

real estate investment;

e) Venture capital corporations and venture capital funds;

f) Asset securitisation companies and asset securitisation funds;

g) The insurance and reinsurance companies;

h) The holding companies, when the holdings held, direct or

indirectly, they confirm to them the majority of voting rights in the institutions of

credit referred to in para. b) ;

65

i) The holding companies in the insurance sector and the societies

gestures of mixed insurance shareholdings;

j) The pension funds;

l) The public companies that, for two consecutive years, submit a volume

of business of more than € 50,000,000 or a total net asset higher than €

300.000.000.

Article 3.

Surveillance of entities of public interest

1-Public interest entities in the society-wide or cooperative manner shall adopt a

of the administration and surveillance models provided for in the Code of Societies

Commercials in which the official reviewer of accounts or the society of auditors officers of accounts

to whom it competes to issue the legal certification of accounts does not integrate the respective body of

supervision.

2-The supervisory body of entities of public interest shall include at least one

member who has a superior course appropriate to the exercise of their duties and

knowledge in auditing or accounting and that is independent, pursuant to paragraph 5

of Article 414 of the Code of Commercial Societies.

3-In the entities of public interest whose modality of administration and surveillance

adopted include a general and supervisory board, this shall constitute a commission to

financial matters, in the terms provided for in Article 444 of the Code of Societies

Commercials.

4-Except for the provisions of paragraph 1, save if covered by the paragraph a) of the Article 2 (2)

413. of the Code of Commercial Societies:

a) Credit institutions that are not authorized to develop the activity of

receipt of deposits, pursuant to the first part of the ( a) of Article 4 (1)

of the General Regime of Credit Institutions and Financial Societies;

b) Venture capital corporations and asset securitisation societies.

66

Article 4.

Repeal to Decree-Law No 94-B/98 of April 17

Article 51 (3) of the Decree-Law No. 94-B/98 of April 17, which regulates the

conditions of access and exercise of the insurer and reinsurer activity.

Article 5.

Extension of the scope of the tasks of the entities that integrate the CNSA

Within the framework of the legal assignments of the Bank of Portugal, of the Securities Market Commission

Securities, of the Insurance Institute of Portugal, of the Order of Auditor Officers of Accounts and

of the Inspectorate of Finance becomes to be understood to be participating in the CNSA.

Article 6.

Transient standard

1-A Securities Market Committee and the Order of Official Reviewers of

Accounts must communicate to the CNSA, for the purposes of public disclosure, within 30

days from the entry into force of this decree-law, the registrations of official reviewers

accounts and official reviewer companies of accounts that they have carried out.

2-A Securities Market Committee and the Order of Official Reviewers of

Accounts should develop the necessary regulatory or organizational intakes initiatives

to harmonize procedures and to promote the exchange of information aimed at avoiding the

duplication of acts and requirements in the scope of the registration procedures for each other

of these entities.

3-The CNSA elaborates and refers to the member of the Government responsible for the area of finance for

approval, within 90 days of the entry into force of this Decree-law, the

67

respective internal regulation.

4-Unless otherwise decided, up to the date of approval of the internal regulation referred to in

previous number or until another date that this regulation will come to predict, the CNSA works

next to the Bank of Portugal.

Article 7.

Final disposition

The provisions of the Statute of the Order of Official Auditors of Auditors shall be without prejudice to the

assignments legally recognized to the CNSA.

Article 8.

Entry into force

The present decree-law shall come into force on June 29, 2008.

68

ANNEX

STATUTE OF THE NATIONAL AUDIT SUPERVISORY BOARD

Chapter I

General provisions

Article 1.

Scope

This Statute sets out the tasks, the organization and the operation of the Council

National of Audit Supervision, hereinafter referred to abbreviately CNSA, without prejudice

of the attributions and autonomy of the different entities that make up it.

Article 2.

Nature and legal regime

1-The CNSA is an entity without legal personality, subject to the tutelage of the Minister of

Finance, which shall be exercised in the terms provided for in this Statute.

2-The CNSA shall be governed by the standards set out in this Decree-law and by other provisions

legal that are applicable to you.

3-The CNSA has judicial personality and may make itself represented in judgment through

mandated, having this the powers provided for in the applicable procedural regimes, without

prejudice to the representation by the prosecutor's office in the cases provided for in the law.

Chapter II

Assignments, cooperation and information

Article 3.

Attributions

1-Are attributions of the CNSA:

a) Ensure supervision:

69

i) From the approval and registration of the official reviewers of accounts and of the societies of

official reviewers of accounts;

ii) From the adoption of the standards in professional deontology, control of

internal quality of the companies of auditors officiating and of

audit procedures;

iii) From continuous training, quality control and inspection systems and

disciplars.

b) Issue the necessary regulation on the subjects understood in the context of

your sphere of acting;

c) To promote coordination between the different national entities with competence

in audit matters;

d) Provide assistance and cooperation with other competent international entities

for the approval, registration, quality control, inspection and discipline of the reviewers

officers of accounts and the companies of statutory auditors;

e) Instruct and decide counterordinance processes, including applying sanctions from

counterordinational character.

2-CNSA assignments do not undermine attributions and competences legally

recognized to the Bank of Portugal, to the Securities Market Commission, to the

Institute of Insurance of Portugal and the Inspectorate General of Finance and the Order of Reviewers

Officers of Accounts

Article 4.

Exercise of supervision

1-Within the scope of its supervisory assignments the CNSA practices the necessary acts for

ensure the effectiveness of its performance.

2-In the exercise of its supervisory assignments, the CNSA may adopt the following

procedures:

a) To scrutinize compliance with the law and regulations;

70

b) Initiate, instruct, decide, and intervene in the counterordinance processes that are from the

your competence;

c) Give orders and make recommendations;

d) Spread information.

3-In the exercise of supervision, the CNSA has the following powers:

a) Require any elements and clarifications that you consider relevant, and may not

the supervised entities invoke the professional secret;

b) Listen to any people, intimating them to the effect, when necessary;

c) Determine that the persons responsible for the places where to proceed to the instruction of

any process or other representations, place at your disposal the facilities

that their agents will lack for the execution of such tasks, under conditions

proper of dignity and efficiency.

Article 5.

Surveillance

1-The CNSA has supervisory powers, in particular through:

a) From the verification of the legal and technical compliance of the enrolment processes, of the

records, continuing education and regular inspections conducted to reviewers

officers of accounts and companies of statutory auditors;

b) From the conduct of inspections to the entities subject to their supervision, whenever

there are indications of the practice of irregularities;

c) From carrying out surveys for enquiries of nature offences against-

ordinance committed in the exercise of the audit activity.

2-The CNSA participates to the competent entities the offences of which it takes notice and

whose instruction and sanction do not take place in their competence.

3-Where it is requested to carry out inspection actions by authorities

competent from other member states, the same are conducted by the CNSA,

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using the technical and human resources that are found to be affected in the terms of the

article 14 para.

4-Mediant request of the competent authority of the other Member State, the respective

technicians may be allowed to keep track of the inspection actions provided for in the number

previous.

5-The inspection actions and the solicitations provided for in paragraphs 2 and 3 may only be

refused when:

a) The provision of information may adversely affect sovereignty, security

or the Portuguese public order or violate national security rules;

b) Legal proceedings have already been initiated in respect of the same measures and

against the same official reviewers of accounts or official reviewer companies of

accounts before the national authorities;

c) Have been handed down in Portugal sentence carried on trial in respect of

same measures and against the same statutory auditors of accounts or societies of

official reviewers of accounts.

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 shall establish forms and cooperation relating to the performance of its

assignments with other entities of public or private law, national or

international, when this proves necessary or convenient for the pursuit of the

respective attributions.

2-The CNSA shall provide assistance to the competent authorities of other Member States

of the European Union, in particular as to cooperation in the framework of inspections

related to the realization of the legal reviews of the accounts.

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Article 7.

Exchange of information with other entities

1-The CNSA shall provide, within a reasonable period of time, any information required by

competent authorities of other member states whenever the same is reviewed

necessary or convenient to the pursuit of their respective assignments.

2-In case it is not possible to provide you with the required information, within a reasonable time, it must

notify the competent authorities of the respective reasons.

3-The information provided in the terms of the previous figures is subject to secrecy

professional.

4-The CNSA may refuse to respond to a request for information when it occurs

a situation provided for in Article 5 (5).

5-When it is recipient of request for information required by authorities

competent from other Member States for the purposes set out in paragraph 1, shall take, without

undue delay, the necessary measures that allow to collect the required information.

6-Whenever the CNSA takes notice that they are to be held in the

territory of another State-member activities contrary to the law notifies the authority

competent from that Member State by giving you all the information available and

requesting that information be transmitted in respect of developments

relevant that come to take place.

Article 8.

Use and transmission of information

1-The CNSA may only use the information received within the framework of this Statute in the

context of processes related specifically to the exercise of their assignments.

2-The working papers or those that have been obtained by the CNSA along with

statutory auditors of accounts or of company of official reviewers of accounts only may

be passed on to competent authorities from a third country, at their request, when:

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a) These documents relate to the review or audit of societies that

have issued securities in the third country requesting the transmission or

be part of a group that publishes legal consolidated accounts in that country;

b) The transmission is carried out through the CNSA;

c) The competent authorities of the third country concerned shall meet the requirements

deemed appropriate, in the terms that are defined by a Community decision;

d) Collaboration agreements have been concluded with the competent authority

applicant of that information, on the basis of reciprocity;

e) The transmission of personal data takes place in the terms of the law.

3-The collaboration agreements provided for in the paragraph d) of the previous number must contain and

impose:

a) The obligation to substantiate the request for requested documents;

b) A duty of professional secrecy applicable to the linked collaborators or that

have been bound by the competent authority;

c) The use of the information received only for the purpose of exercise of functions of

public supervision, quality control and inspection or instruction of

administrative, judicial, criminal or counterordinational processes of the

competence of supervisory entities;

d) The possibility of refusal of the requested information whenever the presentation of these

documents affect the sovereignty, security or public order of the Union or of the

Applicant Member State or have been brought up with legal proceedings having by

object the same information or the entities that produced it in Portugal.

4-Without prejudice to the provisions of paragraph 2, the official reviewers of accounts and the societies of

official reviewers of accounts can, exceptionally, transmit directly

documents that have been requested to them by competent authority of third country

when:

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a) The inspections have been initiated by competent authority of third country,

applicant for information;

b) There are collaboration agreements with the competent authorities of the third country

to respect the content set out in the preceding paragraph and, on a basis of

reciprocity, also allow the national authorities and the CNSA to access

direct to the documents produced by the auditors and auditing entities of country

third;

c) The competent authorities applicants of the third country inform you in advance

the national authorities and the CNSA of each direct request for information and the

respective rationale.

Chapter III

Composition and operation

Article 9.

Composition

1-Are permanent members of the CNSA:

a) A representative of the Bank of Portugal, designated from among the members of the

respective Board of Directors;

b) A representative of the Securities Market Commission, designated

among the members of the respective Governing Board;

c) A representative of the Insurance Institute of Portugal, designated from among the

members of the respective Governing Board;

d) A representative of the Order of Auditor Officers of Accounts, designated from among the

members of the respective Governing Board;

e) A representative of the Inspectorate General of Finance, designated from among the

subinspectorates-general.

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2-In the event of an absence, on justified grounds, the permanent members of the CNSA

may make themselves represented by the legal or statutory substitutes, which will have all the

rights and obligations of the represented.

3-For indication of any of the permanent members of the CNSA, they may be invited to

participate in the meetings, with the status of observer, other public entities or

private, in particular independent experts of recognized merit or other entities

relevant, indicated by the members of the Council, on a proposal from the President, to which if

applies the duty of secrecy.

Article 10.

Presidency

1-The functions of President are exercised rotatively, for periods of one year,

coincident with the calendar year, in accordance with the order set out in paragraph 1 of the article

previous or other that is deliberated by the CNSA.

2-In the absence or hindrance of the President, the works are coordinated by one of the

remaining permanent members of the CNSA, who is designated alternating.

3-The functions of President comprise, inter alia, the coordination of work and the

convening of extraordinary meetings, assisting you with a quality vote in the deliberations

where a couple number of members are present.

Article 11.

Competences of the CNSA

1-In the exercise of its tasks, it shall be up to the CNSA in particular:

a) To organize and manage the human, technical and heritage resources of the CNSA;

b) Hiring the provision of services and authorization of the realization of expenses, as well

how to raise revenue;

c) Issue opinion, of a binding nature, in respect of the standards of the system of

quality, deontological and auditing control;

d) Proceed to the prior evaluation of the disciplinary system and the respective regulation, well

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as well as the annual quality control plan proposed by OROC and

monitoring of its implementation, in particular with regard to the suitability of the

means made available for the purpose, and may in any of the cases define the

additional requirements that you consider necessary;

e) Carry out the supervision of the continuing education activities of the official reviewers of

accounts and the companies of official auditors of accounts, carried out by OROC;

f) Proceed to the cancellation of the registration of an official reviewer of accounts or of a

society of official reviewers of accounts, whenever it has knowledge of fact

which would be obtained by the granting of the respective registration, should that circumstance not be

sanada on the deadline set for the purpose;

g) Decide on the conduct of inspections on the official auditors of accounts and the

companies of official auditors of accounts, whenever they have knowledge of a

fact that it is indicted for violation of the legal or regulatory framework in force;

h) To promote the coordination of the performance of the entities that make up the CNSA in what

refers to the exercise of the own competences relating to the statutory review of accounts or

audit provided to entities under their supervision;

i) To foster the adoption of coordinated acting policies with authorities

community and third countries;

j) To promote cooperation and assistance among public supervision systems at the level

community and international;

l) To promote and coordinate the exchange of information between the authorities referred to in para.

h) , as well as between these and the community and third country authorities

competent;

m) Proceed to the application of fines and ancillary sanctions in the case of against-

ordering;

n) Elaborate the annual activities plan and the budget, as well as the report of

activities and the accounts of the CNSA and submit them annually to the approval of the member

of the Government responsible for the area of Finance, as well as promoting its

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publication;

o) Draw up an internal regulation, subject to approval by the member of the Government

responsible for the area of finance;

p) Carry out any actions that are deemed appropriate to the purposes indicated

in the previous paragraphs.

2-The internal regulation referred to in para. o) of the preceding paragraph defines, inter alia, the

place where their services work, human resources to be allocated to the respective

activity, the rules on the decision process, the general standards to be observed in the

development of your skills and everything else that becomes necessary to your

proper functioning.

Article 12.

Permanent secretariat

1-The CNSA may delegate to a permanent secretariat, namely, the practice of

following acts of:

a) Organization and management of the human resources, technicians and heritage of the CNSA;

b) Submission of proposals relating to the contracting of the provision of services and the

fulfilment of expenditure;

c) Conduct of inspections on the official reviewers of accounts and the societies of

statutory auditors, by determination of the CNSA;

d) Preparation of the annual activities plan and the CNSA activities report;

e) Organization, instruction and elaboration of reasoned proposals or opinions, the

submit to the CNSA, on the processes inherent in the exercise of the powers of

supervision provided for in the previous article.

2-A The composition of the permanent secretariat is designated by the CNSA, and must integrate a

representative indicated by each of the entities that have a seat, among which it is

appointed a secretary-general.

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3-The Secretary-General shall be appointed for the maximum period of three years, renewable once per

equal period.

Article 13.

Meetings

1-The CNSA meets, ordinarily, with a minimum monthly periodicity, and may still

be convened extraordinary meetings on the initiative of the President or at the request of two

members of the Council.

2-The CNSA cannot decide without it to be present or represented the majority of its

members.

3-The findings of the CNSA meetings will be the subject of a pleas, signed by the

members present, which will be presented in session of the governing body of each

one of the authorities represented.

Article 14.

Technical support

1-Without prejudice to the principles of independence and objectivity in the exercise of its

skills, the CNSA works with recourse to the technical, material and human means of the

entities that integrate it, which are responsible for the execution of the material acts and

by the instruction of the processes understood in the sphere of performance of the CNSA.

2-The CNSA decides, for the practice of each of the acts understood in the framework of the

respective competences, the allocation of:

a) Teams of one of the entities represented in the CNSA;

b) Teams of one of the entities represented at the CNSA, with the collaboration of the

other that are expressly indicated for the purpose, inter alia, of

carrying out perices or any acts of technical support;

c) Cross-functional teams integrating representatives of all entities

represented in the CNSA.

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3-Without prejudice to the employment status originating in the staff affection for the provision of services to the

CNSA, of the respective functional links, as well as of its rights complex

and duties, have these officials, in the strict exercise of the functions understood in the

scope of the CNSA, a duty of respect with respect to decisions and guidelines emanating

of the framework directive and executive of the CNSA.

Article 15.

Duty of secrecy

The members of the CNSA, as well as all the other people who with it collaborate, stay

subject to the duty of secrecy, regarding all the facts and documents they take

knowledge in the exercise of their duties.

Chapter IV

From the public disclosure of the Registry

Article 16.

Dissemination of registration

1-The CNSA shall ensure the disclosure, public and centralized, of the record held with the

Order of the Official Auditors of Accounts and the Securities Market Committee

Securities of:

a) Official reviewers of accounts,

b) Companies of official auditors of accounts;

c) Auditors or audit entities of third countries submitting report

of audit of the individual or consolidated accounts of a corporation constituted

out of the European Union whose securities issued if they find themselves admitted to the

trading on the Portuguese regulated market, safeguarded the situations of

representative securities of debt whose unit nominal value is, by the

less, of € 50000 or, if named in another currency, be equivalent, at least,

to € 50000, on the date of issue.

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2-For the purposes of the c) of the preceding paragraph, only auditors and entities can be registered

of audit of third countries that:

a) Comply with requirements equivalent to those set out in this decree-law for the

enrollment of official reviewers of accounts and of official reviewer societies of

accounts;

b) The majority of the members of the governing bodies or directorate of the entity of

third country audit respects requirements equivalent to those set out in the

applicable legal standards, relating to idoneity, academic qualifications, submission

the examination and practical internship;

c) The third country auditor who carries out the review of accounts on account of the entity of

third country audit respects requirements equivalent to those set out in the

applicable legal standards, relating to idoneity, academic qualifications, submission

the examination and practical internship;

d) Carry out the revisions to the individual or consolidated accounts provided for in paragraph 1 of

agreement with applicable auditing standards in Portugal, as well as in line

with the requirements for independence, objectivity and fixation of fees

established in the Portuguese Law;

e) Publish on your website an annual reporting of information provision

pursuant to the applicable legal standards, or comply with disclosure requirements

equivalents.

3-A CMVM may, on the basis of reciprocity, not apply or change the foreseen requirements

in the preceding paragraph if the auditors or the auditing entity of a third country

are subjected, in the third country, to systems for public supervision, control of

quality and inspection and penalties that meet the requirements equivalent to the

provided for in the applicable legal standards.

4-For the purposes of the disclosure provided for in paragraph 1, the competent authorities for the registration

are to inform the CNSA, within the maximum of eight days counted from the register and the

aversions to the record held.

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Article 17.

Form of public disclosure

1-Information from the public register is entered and maintained in electronic form and are

electronically accessible to the public on the website of the CNSA.

2-A reasoned request from an official reviewer of accounts or from a society of

statutory auditors, the CNSA, listened to the Order of the Official Auditors of Accounts,

may authorise the non-disclosure of the information set out in the public register, to the extent

necessary to mitigate an imminent and significant threat to personal safety of

any person.

Article 18.

Effects of the registration of auditors and auditing entities of third countries

1-The auditors and auditing entities of third countries enrolled in the public register

are subject to the systems for quality control, inspection, research and

sanctions provided for and applicable to the auditing activity in Portugal.

2-The audit reports of the individual accounts or consolidated accounts, issued by the

auditors or by the auditing entities of third countries that are not found

registered in Portugal, do not have any legal value, save when the law is available to

diverse sense.

Chapter V

Quality control

Article 19.

Supervision of quality control

In the exercise of its supervisory assignments, the CNSA oversees and evaluates the system of

quality control, practicing the acts necessary to ensure the effectiveness of its

performance.

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Article 20.

Quality control

1-The quality control system is tariff-if by the following principles:

a) It should be organized in such a way that it is independent of the official reviewers of

accounts and the companies of official auditors of audited accounts;

b) It shall have resources, specifically financial, appropriate;

c) They can only carry out quality control actions the people who have a

appropriate and specific vocational training in quality control and

relevant experience in the areas of legal review of accounts and information

financial;

d) The selection of people to carry out quality control actions should be

carried out on the basis of a procedure designed to ensure that there is no

any conflicts of interest between the controllers and the official reviewer of accounts

or the society of official reviewers of audited accounts;

e) The scope of the quality control actions includes the verification of evidence

constant of the selected account review files and an appreciation of the

compliance with the applicable auditing standards, the requirements for independence and

of the appropriateness of the resources used and the audit fees practiced, thus

as an evaluation of the internal quality control system;

f) The quality control action carried out should be reflected in a report that

contain the main conclusions of the verifications carried out;

g) Without prejudice to the provisions of paragraph 2 of this Article, the actions of control of

quality must elapse, at least, with a periodicity of six years.

2-The quality control of the official reviewers of accounts or the reviewers ' societies

officers of accounts who carry out legal reviews of the accounts or audit of entities of

public interest should be carried out with a minimum periodicity of three years.

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3-The overall results of the quality control system are to be published on the site of

Internet of the CNSA in the second quarter of each year.

4-A Order of Reviewers Oficias of Accounts confers on those responsible for the control of

quality the powers necessary for the performance of its mode functions

independent, specifically as to the obtaining of relevant information.

5-In case the quality control verse on auditors or auditing entities of countries

third parties can the CNSA, on the basis of reciprocity, exempt them from this verification always

that the quality control system of the country of origin is recognised as

equivalent and have been the subject of verification in the course of the preceding three years.

6-The CNSA may develop, by means of regulation, the provisions of this Article.

Article 21.

Adoption of recommendations

1-The official reviewers of accounts and the official reviewer companies of accounts must

adopt the recommendations resulting from the quality control actions within a time limit

reasonable, to be established by the Order of Accounts Officiates.

2-The official reviewers of accounts and the official reviewer companies of accounts must

report to the Order of Auditors Oficias of Accounts, within a maximum of 8 days after the

course of time set in the preceding paragraph, the manner in which they proceeded to adopt the

recommendations that have been addressed to them.

3-Should the recommendations resulting from the actions of the

quality control, the official reviewers of accounts and the societies of official reviewers

of accounts shall be subject to the penalties applicable for the practice of the identified offences and not

regularized in the terms of this article.

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Chapter VI

Illicit from mere social ordering

Article 22.

Types of counterordinance

1-Constituent counterordinate serious, punishable with fine between € 10,000 and € 50,000 a violation:

a) Of duties of independence or secrecy of the official reviewers of accounts and of the

companies of official reviewer of accounts for the preparation and issuance of

legal certification of accounts;

b) Of auditing standards issued by competent authority;

c) Of legitimate orders or warrants of the CNSA;

d) From the duty to file documents inherent in the legal review of accounts and respective

conservation;

e) Of the duty to provide statements or the provision of false information to the

CNSA;

f) From the temporary interdiction regime of cominate activity as an ancillary sanction,

without prejudice to the fact that it could fit more serious sanction.

2-Constitui counterordinate simple, punishable with fine between € 2,500 and € 15,000 a violation

of duties of:

a) Communication provided for in the Act;

b) Publication of annual transparency reports.

Article 23.

Subjective imputation

1-The counter-ordinations provided for in this decree-law are attributable to title of dolo and to

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title of negligence.

2-Checking the imputation for negligence on the fine provided for in the previous article is

reduced to half at its maximum limit.

Article 24.

Applicable law

1-The processing by the practice of the counter-ordinations provided for in this Decree-law

follows the procedural regime, both in the administrative and judicial phase, and noun

provided for in the Securities Code for that matter and, secondarily, the

provisions of the general regime of the illicit of mere social ordering.

2-The CNSA exercises in the supervision and counterordinance processes contemplated in the

present decree-law all the powers and prerogatives provided for in the Code of Values

Securities for the supervisory authority.

Article 25.

Disclosure of the decision

1-Elapsed the term of judicial challenge, the decision that convict the agent by the practice of

one or more counter-ordinations is disclosed through the CNSA website at the Internet , by

extract or in full, even if it has been required for its judicial challenge, being,

in this case, made express mention of that fact.

2-A Judicial decision confirming, change or revoke the sentencing decision is communicated from

immediate to the CNSA and compulsorily disclosed in the terms of the previous number.

3-The willing in the previous figures may not be applied whenever the CNSA considers

that the disclosure of the decision may cause concrete damage, to persons or entities

involved, manifestly disproportionate in relation to the seriousness of the facts

imputed.

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Article 26.

Ancillary sanctions

1-Cumulatively with the fines provided for in Article 22, may be further applied

following ancillary sanctions:

a) Seizure and loss of the object of the offence, including the product of the benefit obtained

by the offender through the practice of counterordinance;

b) Temporary interdiction of the exercise of the activity by the offender;

c) Revocation of the approval or cancellation of the registration required for the exercise of

functions.

2-A penalty provided for in the paragraph a) of the preceding paragraph may not have duration greater than three

years, counted from the definitive condemnatory decision.

Chapter VII

Financial Regime

Article 27.

Funding

1-The financial means necessary for the operation of the CNSA are in charge of the entities

who make it up, who also provide the necessary technical and administrative support to their

operating, without prejudice to own revenues.

2-Constitutions, namely, own revenues of the CNSA the amount corresponding to

40% of the product of the fines and the expense of the counterordinating processes, reversing the

remnant for the State

3-The criterion of financing the expenses that result from other charges, in addition to the

technical and administrative, arising from the pursuit of the tasks of the CNSA is fixed

by Portaria of the Member of the Government responsible for the area of Finance, under proposal of the

CNSA.