Citation, commencement and interpretation

1. —(1) This Order may be cited as the Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Reports) (Authorised Person) Order 2021.

(2) This Order comes into force on the 21st day after the day on which it is laid.

(3) In this Order—

“DGTR sourcebook” means the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority( 8 ) under the Financial Services and Markets Act 2000, as it has effect on the day on which this Order is made;

“the 2004 Act” means the Companies (Audit, Investigations and Community Enterprise) Act 2004;

“the 2006 Act” means the Companies Act 2006;

“the FRC” means the Financial Reporting Council Limited;

“LLPs” means limited liability partnerships.

Appointment in relation to issuers

2. —(1) The FRC is appointed to exercise the functions mentioned in section 14(2) of the 2004 Act in respect of any issuer of transferable securities admitted to trading on a UK regulated market which is a body corporate.

(2) In paragraph (1), “issuer” does not include a person which is not required to comply with the reporting requirements of Section 1 of Chapter 4 (annual financial report) and Section 2 of Chapter 4 (half-yearly financial reports) of the DGTR sourcebook by virtue of—

(a) rule 4.4.1, rule 4.4.2 (exemptions) and TP 1.19 (exemption for certain large debt securities issuers) of the DGTR sourcebook, or

(b) applicable rules in the Listing Rules, Prospectus Regulation Rules and DGTR sourcebook of the Financial Conduct Authority Handbook made under the Financial Services and Markets Act 2000 (where the Listing Rules and the Prospectus Regulation Rules means those Rules as they had effect on the day on which this Order is made).

Appointment in relation to accounts

3. The FRC is appointed to exercise the functions mentioned in section 14(2) of the 2004 Act under this Order only in respect of the periodic accounts and reports required to be produced under Section 1 of Chapter 4 (annual financial report) and Section 2 of Chapter 4 (half-yearly financial reports) of the DGTR sourcebook.

Authorisation

4. The FRC is authorised for the purposes of section 456 of the 2006 Act (application to court in respect of defective accounts or reports).

Requirements for recording decisions

5. The FRC must have satisfactory arrangements for—

(a) recording decisions made in connection with the functions it exercises by virtue of its appointment under articles 2 and 3 and its authorisation under article 4 of this Order; and

(b) the safekeeping of all material records.

Consequential amendments

6. —(1)The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008( 9 ), which apply the 2006 Act to LLPs, are amended in accordance with paragraphs (2) to (5).

(2) In regulation 23, as it applies subsection (1)(b) of section 456 of the 2006 Act (application to court in respect of defective accounts, strategic report or energy and carbon report) to LLPs, for “Conduct Committee” substitute “Financial Reporting Council Limited”.

(3) In regulation 24, as it applies sections 458 (disclosure of information by tax authorities), 459 (power of the Conduct Committee to require documents, information and explanations), 460 (restrictions on disclosure of information obtained under compulsory powers) and 461 (permitted disclosure of information obtained under compulsory powers) of the 2006 Act to LLPs, for “Conduct Committee” wherever these words occur, substitute “Financial Reporting Council Limited”.

(4) In regulation 32, as it applies section 474 of the 2006 Act (minor definitions) to LLPs, omit the definition of “Conduct Committee”.

(5) In regulation 46, as it applies subsection (2)(b) of section 524 of the 2006 Act (information to be given to accounting authorities) to LLPs, for “Conduct Committee” substitute “Financial Reporting Council Limited”.

7. In the Supervision of Accounts and Reports (Prescribed Body) and Companies (Defective Accounts and Directors’ Reports) (Authorised Person) Order 2012( 10 ), omit all articles except articles 1 and 6.

Exemption from liability

8. In regulation 2 of the Companies (Bodies Concerned with Auditing Standards etc) (Exemption from Liability) Regulations 2016( 11 )—

(a) in paragraph (1)—

(i) omit sub-paragraph (b) and the “and” preceding it;

(ii) in the closing words, for “paragraphs (2) and (3)” substitute “paragraph (2)”;

(b) in paragraph (2), for “subsection 2(a) to (d), (ea), (eb), (ec) and (f) to (t) of section 16” substitute “subsection 2(a) to (t) of section 16”;

(c) omit paragraph (3).

Application and transitional provisions

9. —(1) Articles 2 and 3 of this Order apply in respect of periodic accounts and reports relating to financial years beginning on or after 20th January 2007.

(2) Anything which—

(a) has been done by or in relation to the body known as the Conduct Committee of the FRC in connection with any of the functions referred to in this Order; and

(b) is in effect immediately before this Order comes into force,

is to be treated as if done by or in relation to the FRC.

(3) Anything which—

(a) relates to any of the functions referred to in this Order; and

(b) is in the process of being done by or in relation to the body known as the Conduct Committee of the FRC immediately before this Order comes into force,

may be continued by or in relation to the FRC.