Published legislation and draft legislation - Spain

Independence and transparency of auditors

Draft Royal Decree

The 22/2015 Auditing Act was published on 20 July 2015, as analyzed in earlier issues of Progreso, transposing the changes contained in EU Directive 2014/56 of the European Parliament and the Council* into Spanish law. The Act contained some important changes, "deriving from the need to restore user confidence in audited financial and economic information, and in particular in public-interest institutions, and to drive up the quality of audits, strengthening their professional independence", as the preamble expresses it.

This draft Royal Decree approves the supporting legislation for Act 22/2015, as per the regulatory adaptations laid out in its additional provision 8, and regulates auditing activity, increasing the transparency of auditors' work.

New guidelines for auditing reports

One of the most important new features is the suppression of references to the content of the audit report that the text of Act 22/2015 contained. This now covers only the responsibility of the board of directors to draft the financial statements for audit and the internal control system, and to describe the purpose of the audit and the manner in which it is to be conducted, containing a reference to the name, registered address and professional collegiate number of the chief auditor and the audit company.

The account auditing activity

There are new requirements regulating the legal authorization to audit: in the sections for natural persons and auditing companies a distinction is made between those who meet the requisite conditions for auditing public interest institutions and those who do not.

The law places an obligation on auditors to receive thorough continuous training so that their knowledge remains up-to-date. It even sets out the manner and conditions under which this continuous training requirement will be understood as met, indicating the number of hours, the activities, possible training centers, the manner of the accreditation and how to submit the information every year to the Institute of Accounting and Auditing.

It also mentions concrete custodial and confidentiality duties, which are applicable to all those people who have participated in conducting an audit, independently of whether they are part of the internal organization of the auditing companies or not.

Independence of audits and auditors

The draft seeks to reinforce the independent criteria that auditors must have when carrying out their work, and lays out more restrictive conditions around grounds for incompatibility, limitations on fees, duration of contracts and subsequent prohibitions.

This fosters a climate in which auditors behave with professional objectivity and due diligence, and one in which they pay particular attention to avoiding conflicts of interest.

Auditing public-interest institutions

The new auditing guidelines contain new obligations around the disclosure and reporting that is required of institutions that audit public interest entities, understood as those listed on the regulated stock exchange of any member state**.

Specifically, it includes a list of prohibited activities that may not be supplied to these institutions, whether the parent company or its affiliates, together with some regulations on fees that can be received for services other than auditing, the duty of external rotation and a number of obligations incumbent on the audit committees of these public-interest institutions.

Supervisory function

The draft decree also demands greater transparency and independence in the supervisory function and introduces the criterion of risk as the guiding principle in quality control reviews that the supervisory body must conduct.

* Directive 2014/56 of the European Parliament and the Council, 16 April 2014, amending EC Directive 2006/43 of the European Parliament and the Council, 17 May 2006, on the legal auditing of annual accounts and consolidated accounts

** Pursuant to Royal Decree 877/2015, 2 October, amending the definition given in the regulations supporting the consolidated text of the Auditing Act.