STATUTORY AUDIT OF JOINT-STOCK COMPANIES WITH A SPECIAL REFERENCE TO A STATUTORY AUDIT AGREEMENT

SOME OPEN ISSUES

Abstract

Statutory audit is an important legal tool for control of the legality of a company’s records. The fundamental goal of a statutory audit is to ensure objective, impartial, and expert oversight of the company’s operations and its management in order to determine whether the company’s operations were in accordance with the law, the statute, and other acts of the company. In order to achieve this goal and ensure maximum objectivity and transparency of the statutory audit, the Companies Act stipulates that the company’s auditors are appointed by the company’s general assembly or possibly by the court. The appointed auditors enter into a contract on a (statutory) audit of annual financial statements with the audited company. The stated contract, in addition to the usual provisions that are characteristic for any long contract, contains a number of specific provisions, such as provisions on the time of contract conclusion, termination of the contract, the management’s obligations in the audit process, and the like. In addition, the Audit Act prescribes a number of prohibitions and restrictions that the audit contract must not contain. In general, it is a very specific legal matter that is regulated by a large number of domestic and international regulations, and which is selectively and poorly addressed in domestic doctrine. In that sense, the purpose of this paper is to carry out a comparative analysis of legal solutions regarding the selection and appointment of auditors of annual financial statements, as well as specific rules of the contract on statutory audit prescribed by the Audit Act, Directive 2006/43/EC and the rules of the Austrian UGB and the German HGB. The conducted analysis will highlight some of the key controversies that arise both in the context of appointing auditors for the audit of annual financial statements and concerning the statutory audit contract.