FR Decree39 2010

Legislative Decree no.
39 of 27 January 2010:
Implementation of directive 2006/43/EC on statutory audits of annual accounts and
consolidated accounts, amending directives 78/660/EEC and 83/349/EEC and repealing
directive 84/253/EEC 1
CONTENTS
Chapter I
Article 1
DEFINITIONS
Definitions
Chapter II
Article 2
Article 3
Article 4
Article 5
LICENCE TO PRACTICE AND ONGOING TRAINING

Licence to practice as a statutory auditor
Traineeship
Professional competence examination
Ongoing training
Chapter III
Article 6
Article 7
Article 8
REGISTER
Inclusion in the Register
Information contained in the Register
Register Section regarding inactive auditors
Chapter IV
Article 9
IMPLEMENTATION OF THE STATUTORY AUDIT

Professional ethics, confidentiality and professional
secrecy
Independence and objectivity
Auditing standards
Application of the standards
Appointment, revocation and dismissal from auditing
appointments, termination
of the contract
Auditing reports and opinions on financial statements
Responsibility
Article 10
Article 11
Article 12
Article 13
Article 14
Article 15
Chapter V
Article 16
Article 17
Article 18
Article 19
SPECIAL PROVISIONS RELATING TO ENTITIES

OF PUBLIC INTEREST
Entities of public interest
Independence
Transparency report
Committee for internal control and statutory auditing
Chapter VI
Article 20
QUALITY CONTROL
Quality control
Chapter VII
Article 21
SUPERVISION
Duties and powers of the Ministry of the Economy and
Finance
Duties and powers of Consob
Co-operation between authorities and professional
Article 22
Article 23
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Published in Ordinary Supplement no. 58/L of Official Gazette no. 68 of 23.3.2010.
1 Legislative Decree no. 39 of 27 January 2010
secrecy
Chapter VIII
Article 24
Article 25
Article 26
Article 27
Article 28
Article 29
Article 30
Article 31
Article 32
Chapter IX
Article 33
Article 34
Article 35
Article 36
Chapter X
Article 37
Article 38
Article 39
Article 40
Article 41
Article 42
Article 43
ADMINISTRATIVE AND JUDICIAL SANCTIONS

Provisions of the Ministry of the Economy and Finance
Disciplinary procedures
Consob rulings
False reports or communications from those responsible
for the statutory audit
Corrupting auditors
Impeding controls
Illegal compensation
Illicit financial relationships with the company subject
to auditing
Common provisions
INTERNATIONAL ASPECTS
International co-operation
Inclusion of Third country auditors in the Register
Supervision of statutory auditors and Third country
auditing bodies
Exceptions in the event of equivalence
AMENDING AND REPEALING CURRENT
LEGISLATION
Amendments to the Civil Code
Amendments to Legislative Decree 127 of 9 April 1991
Amendments to the Consolidated Law on Banking
Amendments to the Consolidated Law on Financial
Intermediation
Amendments to the Private Insurance Companies Code
Staff
Repeals and final and transitional provisions
Chapter I
DEFINITIONS
Article 1
(Definitions)
1. In this Legislative Decree the following definitions apply:
a) affiliate of a statutory auditing company: an entity connected with the
auditing company through common ownership, common management or a
control report;
b) Private Insurance Code: Legislative Decree no. 209 of 7 September 2005,
containing the Code of Private Insurance Companies;
c) public interest entities: the companies identified in accordance with Article 16;
d) Third country audit entity: an entity, regardless of its legal status, which is
appointed to audit the annual or consolidated accounts of a company
incorporated in a Third country;
e) group: all the companies included in the consolidation pursuant to Legislative
Decree no. 127 of 9 April 1991;
f) Third country: a State that is not a member of the European Union;
g) Register/Register of statutory auditors: the register in which statutory auditors
and auditing companies are entered in accordance with Article 2 section 1;
h) statutory audit report: the document containing the opinions on financial
statements expressed by the auditor to whom the audit has been assigned and
which is signed by the responsible auditor;
i) responsible auditor:
1) the statutory auditor who has been charged with the audit;
2) the auditor, in the Register, responsible for carrying out the audit if the audit
has been assigned to a statutory auditing company;
l) network: the structure to which a statutory auditor belongs or a statutory
auditing company, for the purpose of cooperation and which clearly pursues
profit or cost sharing or is based on ownership, majority shareholding or common
management and shares common quality control practices and procedures, the
same business strategy, a common name or a significant part of professional
resources;
m) statutory audit: statutory audits of annual accounts or consolidated accounts
made in accordance with the provisions of this Legislative Decree or, if it is
carried out in another EU Member State, the provisions of the implementation of
EC Directive 2006/43 in force in that Member State;
n) statutory auditor: a natural person authorised to carry out statutory audits in
accordance with the Civil Code and the provisions of this Legislative Decree and
entered in the Register or a natural person authorised to perform a statutory
audit in another EU Member State under the provisions of the implementation of
EC Directive 2006/43 in force in that Member State;
o) Third country auditor: a natural person who performs the audit of the annual
accounts or consolidated accounts of a company with registered offices in a
country which is not part of the European Union;
p) group auditor: the statutory auditor or statutory auditing company charged
with the statutory audit of the consolidated accounts;
q) statutory auditing company: a company authorised to carry out statutory
audits in accordance with the provisions of this Legislative Decree and entered in
the Register or a company authorised to perform statutory audits in another EU
Member State under the provisions of the implementation of EC Directive
2006/43 in force in that Member State;
r) Consolidated Law on Banking: the consolidated law on banking and credit in
accordance with Legislative Decree no. 385 of 1 September 1993;
s) Consolidated Law on Financial Intermediation: the consolidated law on
financial intermediation procedures in accordance with Legislative Decree no. 58
of 24 February 1998.
Chapter II
LICENCE TO PRACTICE AND ONGOING TRAINING
Article 2
(Licence to practice as a statutory auditor)
1. Statutory auditing can only be carried out by those entered in the Register.
2. The following natural persons are eligible to enter the Register:
a) those who meet the professional conduct requirements drawn up by the Ministry
of Economy and Finance having consulted with Consob 2;
b) those who have at least a three year degree chosen from those identified in the
3
regulations of the Ministry of Economy and Finance, having consulted Consob ;
c) those who have completed a traineeship in accordance with Article 3;
4.
d) those who have passed the professional competence exam referred to in Article
3. The following are eligible to entry the register:

a) natural persons authorised to perform statutory audits in one of the other
2
In implementation of the provisions of this letter see D.M. no. 145 of 20 June 2012.
Member States of the European Union who have passed an aptitude test, carried
out in Italian, focusing on knowledge of the relevant Italian legislation in
accordance with the procedures set out in the regulations of the Ministry of the
Economy and Finance, having consulted Consob 4;
b) on condition that reciprocity of terms is guaranteed for Italian statutory auditors,
Third country auditors who fulfil the conditions specified in section 2 who, if
appropriate, have taken part in such States in refresher courses and passed an
aptitude test carried out in Italian, focusing on knowledge of the relevant Italian
legislation in accordance with the procedures set out in the regulations of the
Ministry of the Economy and Finance, having consulted Consob 5.
4. Companies which meet the following conditions are eligible to enter the Register:
a) the members of the Board of Directors or the administrative board who meet the
professional conduct requirements drawn up by the Ministry of Economy and
Finance having consulted with Consob 6;
b) the majority of the members of the Board of Directors or the administrative
board are natural persons authorised to perform statutory audits in one of the
Member States of the European Union;
c) in the companies regulated by Chapters II, III and IV of Title V of Book V of the
Civil Code, both numerical and shareholder majorities are made up of entities
authorised to perform statutory audits in one of the Member States of the
European Union;
d) in the companies regulated by Chapters V and VI of Title V of Book V of the Civil
Code, registered non transferable shares by endorsement;
e) in the companies regulated by Chapters V, VI and VII of Title V of Book V of the
Civil Code, the majorities are made up of entities authorised to perform statutory
audits in one of the Member States of the European Union;
f) those responsible for statutory audits are natural persons in the Register.
5. For simple partnerships the advertising methods set out in Article 2296 of the Civil
Code shall be respected.
6. Entry in the Register confers the right to use the title of statutory auditor.
7. The Ministry of Economy and Finance, having consulted Consob, has drawn up the
regulations defining the criteria for the assessment of the equivalence of the requirements
referred to in section 3 paragraph b), and has identified the Third countries guaranteeing
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such equivalence .
In implementation of the provisions of this section see D.M. no. 145 of 20 June 2012.
Article 3
(Traineeship)
1. The traineeship:
a) is aimed at the acquisition of the ability to apply in practice the theoretical
knowledge required to pass the professional competence examination and to
perform the statutory auditing profession;
b) lasts at least three years;
c) is carried out with a statutory auditor or a statutory auditing company with
authorisation in one of the Member States of the European Union which can
guarantee the trainee's practical training.
2. For each trainee registered, the traineeship Register shall contain:
a) the complete details of the trainee and the address given by the latter as a postal
address for all communication regarding the traineeship procedures;
b) the start date of the traineeship;
c) the location of the traineeship;;
d) traineeship transfers, interruptions and any other amendments regarding the
carrying out of the traineeship.
3. The information referred to in section 2 shall be held in electronic form and shall be
freely accessible on the website of the person in charge of keeping the traineeship
Register in accordance with Article 21.
4. Within sixty days of the conclusion of each year of traineeship, the trainee shall
draw up a report on his/her activities specifying the actions and duties relating to
statutory auditing activities he/she has taken part in preparing and carrying out with
details of the object of the activities and the technical and practical duties which he/she
has carried out or assisted with. The report shall be signed by the entity in which the
traineeship has been held and forwarded to the person in charge of keeping the
traineeship register.
5. Trainees intending to complete their traineeship period with another statutory
auditor or statutory auditing company shall give written notice to the person in charge of
keeping the traineeship register attaching the traineeship termination and start date
certification issued by the entity in which the traineeship has been carried out and that
where it will continue respectively. The report referred to in section 4 shall be drawn up
and forwarded to the person in charge of keeping the traineeship register including on
each transfer of the traineeship.
6. A traineeship period carried out with a different party from that previously
indicated is only eligible for the purposes of professional qualification if advance written
notice has been given in accordance with section 5.
7. Traineeship periods carried out wholly or partially with an authorised statutory
auditor or statutory auditing company in another Member State of the European Union
are eligible for the purposes of professional qualification upon certification that it was
effectively carried out by the competent authorities in the State in question.
8. The Ministry of Economy and Finance, in concert with the Ministry of Justice,
having consulted Consob, shall regulate the implementation procedures of this Article,
with definitions which include:
a) the contents and presentation procedures for application for entry in the
traineeship registers;
b) the procedures for carrying out the traineeship in accordance with section 1,
paragraph a);
c) the reasons for termination and suspension of the trainee from the traineeship
register;
d) the procedures for issuing a traineeship certification;
e) the disclosure obligations of those entered in the traineeship register and the
entities at which the traineeship was carried out 8.
Article 4
Professional competence examination
1. The Ministry of Economy and Finance, in agreement with the Ministry of Justice,
shall announce at least twice a year professional competence examinations for licences to
practice the profession of statutory auditor.
2. The professional competence examination aims to ascertain whether the candidate
possesses the theoretical knowledge required to practice the profession of statutory
auditor and the practical ability to apply this knowledge and concentrates on the
following subjects in particular:
a) general accounting;
b) cost and management accounting;
c) compliance with financial statements and consolidated financial statements;
d) national and international accounting standards;
e) financial analysis;
f) risk management and internal auditing;
g) national and international auditing principles;
h) compliance with statutory auditing;
i) professional ethics and independence;
l) professional auditing techniques;

m) civil and commercial law;
n) company law;
o) bankruptcy law;
p) tax law;
q) employment and social security law;
r) information technology and operating systems;
s) political, corporate and financial economics;
t) fundamental principals of financial management;
u) mathematics and statistics.
3. For the subjects referred to in section 2, paragraph m) to u), the assessment of the
theoretical knowledge and the ability to apply them in practice is limited to what is
necessary to
perform the audit.
4. The Ministry of Justice, in concert with the Ministry of Economy and Finance,
having consulted Consob, regulates the implementation procedures of this Article, with
definitions which include:
a) the contents and presentation procedures for application for entry to the
professional exam;
b) procedures for the appointment of the examination board and the obligations to
which it is bound;
c) the contents and means to sit the professional exam;
d) cases of equivalence with State examinations for certification to exercise
regulated professions and any additions required.
5. With the regulation referred to in section 4, the Ministry of Justice can complement
and specify the subjects referred to in section 2 and make provisions for the
implementation measures adopted by the European Commission in accordance with
Article 8, paragraph 3, of EC Directive 2006/43.
Article 5
(Ongoing training)
1. Those entered in the Register and the traineeship register shall take part in refresher
courses aimed at the improvement and maintenance of their theoretical knowledge and
professional capacity in accordance with the procedures established by regulation by the
Ministry of Economy and Finance, after consulting Consob.
2. The regulation referred to in section 1 defines the procedures with which ongoing
training can be carried out with companies or entities equipped with adequate
organisational structures and according to programmes accredited by the Ministry of
Economy and Finance, after consulting Consob.
Chapter III
REGISTER
Article 6
(Inclusion in the Register)
1. The Ministry of Economy and Finance, in concert with the Ministry of Justice, after
consulting Consob, with its own regulations, shall establish:
a) the content and method of presentation of applications for entry in the Register
of statutory auditors and auditing companies;
b) procedures and terms within which registration applications will be considered
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and for the assessment of the requisites .
2. Candidates failing to meet the requirements for qualification according to the
criteria of the Ministry of Economy and Finance shall be informed of this decision and
shall have a period not exceeding six months to remedy their shortcomings. If, within the
time limit given, the candidate has not done so, the Ministry of Economy and Finance,
after hearing the interested party, shall provide by decree for cancellation from the
Register.
3. The candidate shall be informed of the cancellation provision and the reasons for it.
Article 7
(Information contained in the Register)
1. For each statutory auditor, the Register contains at least the following information:
a) first name, surname, place and date of birth;
b) registration number;
c) residency, even if abroad, and domicile in Italy, and, if different, the tax domicile;
d) tax code identifier and VAT number;
e) the name, registration number, address and website, of any statutory auditing
company with which the auditor is employed, or of which he is a partner or
director;
f) any other membership that the auditor has in registers of statutory auditors or
auditors in other EU Member States or other States, with an indication of any
registration numbers and the competent authorities which keep the registers;
g) any auditing posts held at public interest entities;
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h) any rulings in force, in accordance with Articles 24, section 1, paragraphs b) and
d), and 26, section 1, paragraphs c) and d).
2. For each auditing firm, the Register shall contain at least the following information:
a) name or business name;
b) registration number;
c) the address of the head offices and all offices;
d) contact information for the company and the name of the contact person, as
well as any Internet site;
e) name, surname and registration number of statutory auditors employed by the
company or who are members or directors, with an indication of any rulings in
force in accordance with Articles 24, section 1, paragraphs b) and d), and 26,
section 1, paragraphs c) and d);
f) name, surname and domicile in Italy of members of the Board of Directors or the
Management Board, together with an indication of any registration they have in
registers of statutory auditors or auditors in other EU Member States or other
States, and specifying any registration numbers and the competent authorities
for the keeping of registers;
g) the company's VAT number;
h) name, surname and domicile of partners, together with an indication of any
registration they have in registers of statutory auditors or auditors in other EU
Member States or other States, and specifying any registration numbers and the
competent authorities for the keeping of registers;
i) the name of any network to which the company belongs with an indication of
the names and addresses of all other companies belonging to the network and its
affiliates or, alternatively, the place where such information is publicly available;
l) any other membership that the company has in registers of statutory auditors or
auditors in other EU Member States or other States, with an indication of any
registration numbers and the competent authorities for the keeping of the
registers;
m)
any auditing posts held at public interest entities;
n) any rulings in force, in accordance with Articles 24, section 1, paragraph d), and
26, section 1, paragraphs d).
3. The auditors and Third country auditing entities included in the Register, in
accordance with Article 34, shall be clearly indicated as such and not as qualified entities
to carry out statutory audits in Italy.
4. The Register shall contain the name and address of the Ministry of Economy and
Finance and of Consob, with an indication of their respective powers of supervision over
statutory auditing activities.

5. The information referred to in section 2 shall be held in electronic form and shall be
freely accessible on the website of the person in charge of keeping the register in
accordance with Article 21.
6. The entities entered in the Register shall communicate promptly to the entity in
charge of the Register any change in the information related to them. The entity in charge
of the Register is responsible for updating the Register.
7. The Ministry of Economy and Finance, after consulting Consob, according to its own
rules, shall regulate the implementation of this Article, defining in particular the content,
procedures and terms of information transmission and their updating by those entered in
the Register 10.
Article 8
(Register Section regarding inactive auditors)
1. The entities entered in the Register shall notify the person in charge of keeping the
Register of statutory audit appointments undertaken. The statutory auditing company
shall also, for each appointment, communicate the names of the responsible auditor and
statutory auditors who have contributed to carrying it out.
2. Those entities who have not undertaken statutory audits or have not worked on
statutory auditing activities in a statutory auditing company for three consecutive years
and those who request it are registered in a special section of the Register and, unless
they have voluntarily taken part in the professional refresher courses referred to in Article
5, section 1, can take on new statutory audit appointments only after participation in a
training and refresher course, according to the procedures defined by the Ministry of
Economy and Finance in concert with the Ministry of Justice, after consulting Consob,
with regulations.
3. Those registered in the appropriate section of the Register according to section 2
shall not be required to comply with the obligations in the matter of ongoing training
referred to in Article 5 and shall not be subject to the quality control reviews referred to
in Article 20, or to the payment of contributions to cover the costs of the latter.
Chapter IV
IMPLEMENTATION OF THE STATUTORY AUDIT
Article 9
(Professional ethics, confidentiality and professional secrecy)
1. Entities authorised to carry out statutory audits of the accounts shall comply with
the principles of professional ethics, confidentiality and professional secrecy drawn up by
associations and professional bodies and approved by the Ministry of Economy and
Finance, in concert with the Ministry of Justice, after consulting Consob, which are issued
by the Ministry of Economy and Finance, in concert with the Ministry of Justice, after
consulting Consob.
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2. The statutory auditor or statutory auditing company shall consult the entity
previously in charge of the audit, in order to obtain any information relevant to the
performance of the audit relative to the company which conferred the audit. The entity
previously in charge of the audit shall give access to this information.
consulting Consob, shall make provisions for the implementation measures adopted by the
European Commission in accordance with Article 21, section 2 of EC Directive 2006/43.
Article 10
(Independence and objectivity)
1. The statutory auditor and statutory auditing company carrying out the statutory
audit of the accounts of a company must be independent of the company and must not in
any way whatsoever be involved in its decision making processes.
2. The statutory auditor and statutory auditing company shall not carry out the
statutory audit of the accounts of a company if between that company and the statutory
auditor or statutory auditing company or network, there exist financial, business,
employment or other direct or indirect relations, including those arising from the
provision of non-auditing services from which an informed, objective and reasonable third
party would conclude
that the independence of the statutory auditor or statutory auditing company is
compromised.
3. If the independence of the statutory auditor or statutory auditing company is likely
to be compromised, as in cases of self-review, personal interest, advocacy, familiarity or
trust or intimidation, the statutory auditor or statutory auditing company must take
measures to reduce these risks.
4. If the risks are of such importance as to compromise the independence of the
statutory auditor or statutory auditing company these shall not carry out the statutory
audit.
5. Entities authorized to carry out the statutory audit shall equip themselves with
procedures to prevent and promptly detect situations that may compromise their
independence.
6. The establishment and operation of such procedures shall be documented so that
they can be subjected to quality control reviews.
7. The statutory auditor or statutory auditing company shall document in its working
papers all significant threats to its independence and the safeguards applied to mitigate
such risks.
8. Partners and Members of the Board of the statutory auditing company or an
affiliate shall not become involved in carrying out the statutory audit in a way that could
compromise the independence and objectivity of the responsible auditor.
9. Fees for statutory audit appointments shall not be subject to any condition, shall
not be established on the basis of the results of the audit, and shall not depend in any
way on the provision of non-auditing services to the company that confers the
appointment, its parent companies or subsidiaries, by the statutory auditor or statutory
auditing company or their networks.

10. Fees for statutory audit appointments shall be determined so as to ensure the
quality and reliability of the work. To this end, entities responsible for carrying out
statutory audits determine the professional resources and hours necessary for this role
taking into account:
a) the size, composition and risk of the most significant income, economic and
financial statements of the company conferring the appointment, as well as the
risk profiles associated with the process of consolidation of data related to the
companies in the group;
b) the technical skills and experience that the audit work requires;
c) the need to ensure, over and above the actual execution of inspections, proper
supervision and guidance, in accordance with the principles set out in Article 11.
11. The size of the remuneration of the employees of the statutory auditing
companies involved in carrying out statutory auditing activities shall not be determined in
any way whatsoever by the outcome of the audits carried out by them.
12. Entities authorised to carry out statutory audits of the accounts shall comply
with the principles of independence and objectivity drawn up by associations and
professional bodies and approved by the Ministry of Economy and Finance, after
consulting Consob, or issued by the Ministry of Economy and Finance, after consulting
Consob.
13. The Ministry of Economy and Finance, after consulting Consob, shall make
provisions for the extension of the network and the implementation measures adopted by
the European Commission in accordance with Article 22, section 4 of EC Directive
2006/43.
Article 11
(Auditing standards)
1. The statutory audit is carried out in accordance with the auditing standards adopted
by the European Commission in Article 26, sections 1 and 2 of EC Directive 2006/43.
consulting Consob, the Bank of Italy with regard to the entities referred to in Article 16,
section 1, paragraph b) and ISVAP for the entities referred to in Article 16, section 1,
paragraphs c) and d), may issue a regulation to require compliance with audit procedures
or additional obligations or, in exceptional cases, the prohibition to observe a part of the
standards referred to in paragraph 1, only if the obligation or prohibition results from laws
specifically relating to the scope of the statutory audit.
3. Until the standards referred to in section 1 are adopted, the statutory audit shall be
carried out in accordance with the auditing standards developed by trade associations and
professional orders and Consob.
Article 12
(Preparation of the standards)
1. For the purposes of the implementation of Article 9, section 1, 10, section 12, and
11, section 3, the Ministry of Economy and Finance shall sign an agreement with
interested orders and professional associations in order to define procedures for drawing
up standards.
2. The standards drawn up by the orders and professional associations signing the
convention referred to in paragraph 1 shall take account of those issued by international
bodies.
Article 13
(Appointment, revocation and dismissal from appointments, termination of the contract)
1. Except as provided in Article 2328, second section, number 11) of the Civil Code, the
shareholders' meeting, on a reasoned proposal of the supervisory body, is made
responsible for the statutory audit and determines the amount payable to the statutory
auditor or the statutory auditing company for the entire duration of the appointment and
any criteria for the adjustment of this amount during the appointment.
2. The appointment has a term of three years and expires at the shareholders' meeting
called to approve the financial statements for the third year of office.
3. The shareholders' meeting shall revoke the appointment, after hearing the
supervisory body, on recourse to just cause, providing at the same time to confer the
appointment to another statutory auditor or statutory auditing company according to the
procedures referred to in section 1. Differing views on accounting methods or audit
procedures does not constitute just cause for revocation.
4. The statutory auditor or statutory auditing company responsible for an audit may
resign from office but they are liable for any compensation in the cases and in accordance
with the procedures defined by regulation by the Ministry of Economy and Finance, after
consulting Consob. In any event, the resignation must be carried out in such time and
manner as to enable the company being audited to provide otherwise, except in the case
of gross impediment with supporting evidence from the auditor or statutory auditing
company. This same regulation defines the cases and procedures in which the contract
conferring the auditing appointment can be resolved by consensus, or for just cause.
5. In the cases referred to in section 4 the company subject to statutory audit shall
promptly confer a new appointment.
6. In the event of resignation or consensual termination of a contract, the statutory
auditing functions shall continue to be performed by the same statutory auditor or
statutory auditing company until a decision on a new appointment has come into effect
and, in any case, not later than six months from the date of resignation or termination of
the contract.
7. The company being audited and the statutory auditor or statutory auditing company
shall promptly inform the Ministry of Economy and Finance, and in the case of statutory
audits relating to public interest entities, Consob, as regards revocation, resignation or
consensual termination of the contract, providing adequate explanations on the reasons
behind them.
8. Deliberations on appointment and revocation adopted by shareholders' meetings in

companies limited by share Article 2459 of the Civil Code is applicable.
Article 14
(Auditing reports and opinions on financial statements)
1. The statutory auditor or statutory auditing company responsible for carrying out the
statutory audit:
a) express in a specific report an opinion on the financial statements and the
consolidated financial statements, where applicable;
b) verify over the year the accounting records and the correct reporting of
accounting entries.
2. The report, prepared in accordance with the standards set out in Article 11, shall
include:
a) an introductory paragraph that identifies the annual or consolidated accounts
subject to statutory audit and the framework of the drafting rules applied by the
company;
b) a description of the scope of the statutory audit carried out together with
indications on the auditing standards applied;
c) an opinion on the financial statement which indicates clearly whether this
complies with the laws regulating its drawing up and whether it represents a
true and fair view of the financial and equity position and profit or loss situation;
d) any matters which the auditor submits to the attention of the recipients of the
financial statement, without these constituting irregularities;
e) an opinion on the consistency of the management report with the financial
statement.
3. In the event that the auditor expresses an opinion that the financial statement
includes irregularities, an adverse opinion or a disclaimer to the effect that it was
impossible to express an opinion, the report shall illustrate analytically the reasons for the
decision.
4. The report shall be dated and signed by the responsible auditor.
5. The filing terms and procedures referred to in Article 2429, third section, and Article
2435, first section of the Civil Code, except as provided in Article 154-ter of the
Consolidated Law of Financial Intermediation shall be respected.
6. The entities to whom the statutory audit has been assigned have the right to obtain
from the directors documents and relevant information for the statutory audit and may
carry out investigations, inspections and examinations of records and documentation. The
statutory auditor or statutory auditing company responsible for auditing the consolidated
financial statements is entirely responsible for the opinions expressed by it. To this end,
they receive the audit documents by those responsible for the audit of its subsidiaries and
may require such persons or the directors of such subsidiaries additional documentation
and relevant information for the audit and proceed directly to investigations, inspections
and examinations of records and documentation and to an audit of the same company.
The documents and working papers relating to the statutory audit carried out shall be
retained for 10 years from the date of the audit report.
7. The statutory auditor or statutory auditing company responsible for auditing the
consolidated financial statements must keep a copy of the documents and working papers
relating to the audit work carried out by the auditors and by third country auditing
entities or, alternatively, must agree access to such documentation with these entities.
The presence of legal obstacles to the transmission of such documents must be proven in
the working papers of the statutory auditor or statutory auditing company responsible for
auditing the consolidated financial statements.
Article 15
(Responsibility)
1. The statutory auditors and auditing companies are jointly and severally liable with
each other and with the directors to the company that has assigned the audit, its partners
and third parties for damages deriving from the non-fulfilment of their duties. In internal
relations between the joint debtors, they are responsible within the limits of their actual
contribution to the damage caused.
2. The responsible auditor and the employees who have worked on the auditing
activities are responsible, jointly and severally, and with the statutory auditing company,
for damages resulting from non fulfilment or unlawful acts against the company which
assigned the audit and against injured third parties. They are responsible within the limits
of their actual contribution to the damage caused.
3. Claims for damages against those responsible in accordance with this Article shall
expire within a period of five years from the date of the audit report on the financial
statements or consolidated financial statements issued at the end of the audit referred to
in the claim for damages.
Chapter V
SPECIAL PROVISIONS RELATING TO ENTITIES OF PUBLIC INTEREST
Article 16
(Entities of public interest)
1. The provisions of this chapter shall apply to entities of public interest and to the
statutory auditors and auditing companies responsible for statutory audits of entities of
public interest. The following are entities of public interest:
a) Italian companies issuing securities authorised to trade on Italian and European
Union regulated markets and those who have requested such authorisation to
trade;
b) banks;
c) the insurance companies referred to in Article 1, section 1, paragraph u) of the
Private Insurance Companies Code;
d) the reinsurance companies referred to in Article 1, section 1, paragraph cc) of the

Private Insurance Companies Code, with registered offices in Italy, and branch
offices in Italy and reinsurance companies outside the European Community
referred to in Article 1, section 1, paragraph cc-ter) of the Private Insurance
Companies Code;
e) companies issuing financial instruments, which, although not listed on regulated
markets, are widely distributed among the public in a significant way;
f) management companies of regulated markets;
g) companies that manage clearing and guarantee systems;
h) centralised financial instrument management companies;
i) securities trading companies;
l) asset management companies;
m)
investment companies with variable capital;
n) payment institutions under EC Directive 2009/64;

o) electronic money institutions;
p) the financial intermediaries referred to in Article 107 of the Consolidated Law on
Banking.
2. In public interest entities, the subsidiaries of public-interest entities, companies that
control public-interest entities and companies subject to joint control with the latter,
statutory audits can not be carried out by the Board of Statutory Auditors.
3. Consob, in agreement with the Bank of Italy and ISVAP, may identify by regulation
the subsidiaries and companies under joint control referred to in section 2 which are not
of significant importance within the group, in which, in accordance with Article 2409-bis,
second section of the Civil Code, the statutory audit can be carried out by the Board of
Statutory Auditors.
4. In the context of the company referred to in section 2, Consob, in agreement with
the Bank of Italy and ISVAP, may identify by regulation the companies that, in relation to
the extent of public interest in the accuracy and reliability of the financial statements, are
considered public-interest entities for the purposes of the implementation of the
provisions of this Legislative Decree
5. By regulation, Consob, in agreement with the Bank of Italy and ISVAP, may:
a) exempt, in whole or in part the companies referred to in section 1, except those
referred to in the same section paragraph, and the companies considered public
interest entities in accordance with section 4 from compliance with one or more
provisions of this Legislative Decree relating to public interest entities;
b) and exempt in whole or in part those entered in the register who hold statutory
audit appointments at public interest entities and do not hold appointments at the
companies referred to in section 1, paragraph a) , from compliance with one or

more provisions of Articles 17, 18 and 19 and extend to six years, for the same
entities, the term referred to in Article 20, section 2.
Article 17
(Independence)
1. The statutory audit assignment has a duration of nine years for auditing companies
and seven years for statutory auditors. It may not be renewed or re-conferred until at
least three years have elapsed from the date of termination of the previous assignment.
2. Without prejudice to the provisions of Article 10, and in accordance with the
principles laid down in EC Directive 2006/43, Consob shall establish by regulation the
situations that may compromise the independence of the statutory auditor, the auditing
companies and the responsible auditor of a public-interest entity, and the measures to be
taken to remove such situations.
3. The statutory auditors, the statutory auditing company and entities belonging to
their network, their members, their directors, the members of their supervisory bodies and
employees of the auditing companies can not provide any of the following services to
public interest entities which have assigned them audits or to the companies controlled
by the same or that control it or are under joint control:
a) bookkeeping and other services related to the accounting records or annual
reports;
b) design and implementation of accounting information systems;
c) evaluation and assessment services and issuing independent opinions;
d) actuarial services;
e) external management of internal audit services;
f) consulting and services relating to business organization aimed at staff
selection, training and management;
g) securities brokerage, investment consulting or investment banking services;
h) legal defence services;
i) other services and activities, including consulting not excepting legal consulting,
unrelated to the audit, identified by Consob in the regulation adopted in
accordance with section 2.
4. Appointment as responsible auditor of the financial statements of an public interest
entity can not be carried out by the same person for a period exceeding seven financial
years, nor can this person be re-appointed, even on behalf of a different statutory
auditing company, until two years have elapsed after the termination of the previous
appointment.
5. The statutory auditor, the responsible auditor on behalf of an auditing company,
and those who have taken part in the management and supervision of the audit of the
financial statements of a public interest entity may not hold corporate positions in the
direction and supervisory bodies of the entity that appointed the auditor, nor can they
take independent or subordinate employment relationships with the entity carrying out
important managerial roles until at least two years have elapsed from the conclusion of
the appointment, or from the moment they ceased to be members, directors or employees
of the auditing company.
6. All those who have been directors, members of the supervisory bodies, general
managers or managers responsible for preparing corporate accounting documents at an
institution of public interest can not carry out statutory audits of the financial statements
of the entity or of the companies controlled by the same or that control it until at least
two years have elapsed from the termination of those appointments or employment
relationships.
7. Violations of the prohibitions referred to in this Article shall be punishable with
administrative sanctions ranging from one hundred thousand to five hundred thousand
euro imposed by Consob in accordance with the disciplinary procedures set out in Article
195 of the Consolidated Law of Financial Intermediation.
8. The prohibition in Article 2372, fifth section of the Civil Code also applies to
statutory auditors or auditing companies who have been appointed auditor and
responsible auditor.
9. Statutory auditors and statutory auditing companies shall:
a) annually confirm in writing to the entity referred to in Article 19, section 1, their
independence and notify the same of any non-audit services provided to the
public interest entity, including the network of which they are members;
b) discuss with the entity referred to in Article 19, section 1, any risks to their
independence and the safeguards applied to mitigate those risks as documented in
the working papers in accordance with Article 10, section 7.
Article 18
(Transparency report)
1. Statutory auditors and auditing companies shall publish on their websites within
three months of the end of each financial year, an annual transparency report containing
the following information:
a) a description of their legal form and ownership and supervisory structure;
b) a description of any network they are members of and the legal and structural
arrangements that regulate it;
c) a description of the internal quality control review system and a statement by
the administrative or management body with regard to their effective
functioning;
d) the date on which the last quality control review took place;
e) a list of public interest entities whose financial statements have been subject to
statutory audits in the preceding financial year;
f) a statement on the adoption of measures to guarantee the independence of the

statutory auditor or statutory auditing company confirming that an internal
compliance with independence standards inspections has been carried out;
g) a statement on the adoption of appropriate measures to ensure ongoing training;
h) financial information relating to the operational scope of the statutory auditor or
statutory auditing company, indicating at least the total turnover subdivided into
fees for the statutory audit, other audit services, tax advisory services and other
non-audit services;
i) information on the basis for calculating the remuneration of the partners.
2. Special dispensations from the obligations referred to in section 1, paragraph e) can
be granted in exceptional circumstances involving a serious and imminent threat to
personal safety.
3. The transparency report shall be signed by the statutory auditor or by a legal
representative of the statutory auditing company. Signatures can also be placed in an
electronic format.
4. Consob may request the persons referred to in section 1 to make amendments and
additions to the transparency report in the manner and within the time limits established
by it.
Article 19
(Committee for internal auditing and statutory auditing)
1. In public interest entities, the Committee for Internal Auditing and Statutory
Auditing supervises:
a) the financial reporting process;
b) the effectiveness of internal quality control reviews, internal auditing where
applicable, and risk management systems;
c) the statutory audit of annual accounts and consolidated accounts;
d) the independence of the statutory auditor or statutory auditing company, in
particular with regard to the provision of non-audit services to the entity subject
to statutory audits.
2. The Committee for Internal Control and Audit identifies with:
a) the Board of Statutory Auditors;
b) the supervisory board in entities adopting the system of dual corporate
governance, provided that it is not assigned the functions referred to in Article
2409-terdecies, first subjection, paragraph f-bis) of the Civil Code, or a
committee set up within it. In this case, the committee shall be consulted by the
supervisory board on the subject of the proposal referred to in Article 13 section
1. At least one member of the same committee must be chosen from those
entered in the Register;

c) the management control committee in entities adopting the one tier
management model.
3. The statutory auditor or statutory auditing company shall submit to the internal
quality control reviews committee a report on the key matters arising from the statutory
audit, and in particular on the significant weaknesses identified in the internal quality
control reviews system in relation to the financial reporting process.
Chapter VI
QUALITY CONTROL
Article 20
(Quality control)
1. Those entered in the register who do not carry out statutory audits of public interest
entities are subject to a quality control review at least every six years.
2. Those entered in the register who carry out statutory audits of public interest
entities are subject to a quality control review at least every three years.
3. Quality control reviews are carried out by individuals possessing adequate training
and professional experience with regard to auditing and financial and budget reporting, as
well as specific training on quality control reviews.
4. The selection of individuals to be assigned to each quality control review shall take
place according to an objective procedure designed to exclude any conflict of interest
between the persons in charge of the control and the statutory auditor or statutory
auditing company subject to review.
5. Based on a review of selected auditing papers, quality control reviews include an
assessment of compliance with auditing standards and independence requirements, of the
quantity and quality of resources used, of the audit fees, and the internal quality control
reviews in the statutory auditing company.
6. The persons in charge of the quality control review draft a report containing a
description of the results of the review and any recommendations for specific action to be
taken to the statutory auditor or statutory auditing company indicating the period within
which such action must be undertaken.
7. The statutory auditor or statutory auditing company shall carry out the action
indicated in the report in accordance with section 6 within the period set out in it. In case
of failure, incomplete or late implementation of these actions, the Ministry of Economy
and Finance and Consob under the scope of their respective competencies, may apply the
sanctions provided for in Articles 24 and 26.
8. With reference to the quality control review on the subjects referred to in section 1,
the Ministry of Economy and Finance, after consulting Consob, shall make provision for
the implementation of this Article, specifying in particular the criteria for carrying out the
quality control review, for the selection of persons responsible for carrying out the review
and for the drafting of the report referred to in section 6.
9. With reference to the quality control on the subjects referred to in section 2,

Consob makes provision for the implementation of this Article, specifying in particular the
criteria for carrying out the quality control, for the selection of the natural persons
responsible for carrying out the controls and for the drafting of the report referred to in
section 6.
10. The Ministry of Economy and Finance, after consulting Consob, shall make
provisions for the implementation measures adopted by the European Commission in
accordance with Article 29, section 2 of EC Directive 2006/43.
Chapter VII
SUPERVISION
Article 21
(Ministry of the Economy and Finance duties and powers)
1. The Ministry of Economy and Finance shall carry out quality control reviews on
statutory auditors and auditing companies that have no statutory audit assignments on
public interest entities, as well as regarding:
a) the qualification process, including the conduct of the traineeship, and the entry
in the Register of statutory auditors and auditing companies;
b) keeping the Register and the traineeship Register;
c) ongoing training;
d) compliance with the provisions of this Legislative Decree by the statutory
auditors and auditing companies who do not have statutory audit appointments
with public interest entities.
2. The Ministry of Economy and Finance may, on a contractual basis, use public or
private entities for the performance of duties, including investigations and assessment
regarding qualification of statutory auditors and auditing companies, keeping the Register
and the traineeship register, conducting ongoing training and quality control reviews.
3. The entities referred to in section 2 shall carry out their duties in accordance with
the provisions of this Legislative Decree, its implementation regulations, and an
agreement drawn up with the Ministry of Economy and Finance.
4. The entities referred to in section 2 shall have in place procedures to prevent, detect
and manage conflicts of interest or other circumstances which, in the performance of
delegated tasks, may compromise their independence in relation to those entered in the
Register or the traineeship register.
5. The Ministry of Economy and Finance shall supervise the proper and independent
performance of tasks delegated by the entities referred to in section 2, may
recommendation action to them and may at any time withdraw without charges from the
agreements referred to in section 3, arrogating the delegated tasks.
6. In the exercise of supervision referred to in sections 1 and 5, the Ministry of
Economy and Finance may:
a) require communication, including regular data and information and the

transmission of records and documents, in the manner and within the time limits
set out by it;
b) perform inspections and obtain information and clarification, including by
hearing, by the statutory auditors and by the partners, directors, members of the
supervisory bodies and managers of the auditing companies;
c) request information, data or documents in any form whatsoever, setting the
deadline for its communication, and conduct personal hearings in relation to
anyone who may be in possession of the facts.
7. The performance of the functions assigned to the Ministry of Economy and Finance
and the Ministry of Justice by this decree shall be financed by the contributions of those
entered in the Register. Those entered in the Register are required to pay contributions by
31 January of each year. In the event of non-payment or delayed payment of
contributions, the Ministry of Economy and Finance may adopt the measures referred to
in Article 24.
8. The Ministry of Economy and Finance, in concert with the Minister of Justice, shall
establish by decree the amount of the contribution, commensurate with the absolute
costs of the services provided and the allocation of costs between the two ministries. For
functions whose cost varies according to the complexity of the activities carried out by
those entered in the Register, contributions are proportional to the amount of revenues
and fees taken by the participants and in a manner that ensures the complete coverage of
the service costs.
9. By April 30 of each year, the Ministry of Economy and Finance shall publish a report
of its activities on its website. The report includes the overall results of the quality control
review.
Article 22
(Consob duties and powers)
1. Consob shall supervise the organization and activity of the statutory auditors and
auditing companies who have statutory audit appointments with public interest entities
in order to monitor their independence and technical competence. In carrying out this
activity, Consob shall carry out the quality control reviews referred to in Article 20.
2. Entities performing statutory audits of public interest entities shall observe the
standards of the internal quality control reviews developed by associations and
professional bodies and approved by Consob or issued by Consob.
3. In the exercise of supervision, Consob may:
a) require communication, including regular data and information and the
transmission of records and documents, in the manner and within the time limits
set out by it;
b) perform inspections and obtain information and clarification, including by
hearing, from the statutory auditors and by the partners, by the members of the
administrative and auditing bodies and managers of the auditing companies;
c) request information, data or documents in any form whatsoever, setting the

deadline for its communication, and conduct personal hearings in relation to
anyone who may be in possession of the facts.
4. Consob may delegate tasks related to the implementation of quality control reviews
to another entity, keeping the following responsibilities:
a) approval and possible amendment of the methods and programmes of quality
control reviews;
6;
b) approval and possible amendment of the reports referred to in Article 20, section
c) the approval or designation of those responsible for quality control reviews;
d) issuing of recommendations and instructions in any form whatsoever to the
entity to which the tasks have been delegated.
5. The entities referred to in section 4 shall carry out their duties in accordance with
the provisions of this Legislative Decree, its implementation regulations, and an
agreement drawn up with Consob.
6. The entities referred to in section 4 shall have in place procedures to prevent, detect
and manage conflicts of interest or other circumstances which, in the performance of
delegated tasks, may compromise their independence in relation to those entered in the
Register or the traineeship register.
7. Consob shall supervise the proper and independent performance of tasks delegated
by the entity referred to in section 4, may address recommendations to it, may at any time
revoke the delegation and withdraw without charges from the agreement, arrogating the
delegated tasks.
8. Consob may participate in the inspections carried out by the entity referred to in
section 3 and shall have access to any relevant documents.
9. The report referred to in Article 20, section 6, shall be communicated to the
statutory auditors and auditing companies and discussed with these parties before it is
finalised.
10. Statutory auditors who have audit appointments and entities which have direct or
indirect, relationships, of employment, consulting, partnership or other professional
relationship, including those who have taken corporate positions with a statutory auditor
or a statutory auditing company can not be in charge of quality control reviews on the
entities referred to in section 1.
11. An entity can not be responsible for quality control reviews of one of the entities
referred to in section 1 until at least two years have elapsed from the termination of any
relationship, direct or indirect, of employment, consulting, partnership or other
professional relationship, including those who have taken corporate positions with a
statutory auditor or a statutory auditing company.
12. The overall quality control reviews results are shown by Consob in the report
referred to in Article 1, the thirteenth section of Legislative Decree no. 95 of 8 April 1974
converted with amendments, by Law no. 216 of 7 June 1974 and published on its website.
Article 23
(Cooperation between authorities and professional secrecy)
1. The Ministry of Economy and Finance and Consob work together, including through
exchange of information, in order to facilitate their respective functions, identifying forms
of coordination through memoranda of understanding or the establishment of steering
committees. These authorities can not make recourse to professional secrecy in the
exercise of these functions solely.
Chapter VIII
ADMINISTRATIVE AND JUDICIAL SANCTIONS
Article 24
(Provisions of the Ministry of the Economy and Finance)
1. The Ministry of Economy and Finance, when it finds irregularities in carrying out the
statutory audit and in the event of delay or failure to provide information under Article 7,
may, having regard to their severity:
a) apply a pecuniary administrative sanction of from one thousand to one hundred
and fifty thousand euro to the statutory auditor or statutory auditing company;
b) suspend from the Register for a period not exceeding five years the auditor
responsible for the statutory audit of the accounts in which irregularities have
been found;
c) revoke one or more of the statutory audit assignments;
d) ban the statutory auditor or statutory auditing company from accepting new
statutory audits of the accounts appointments for a period not exceeding three
years;
e) remove the statutory auditor, auditing company or the responsible auditor from
the Register.
2. The Ministry of Economy and Finance shall provide for the removal from the
Register of statutory auditors, auditing companies or responsible auditors who do not
comply with the provisions indicated in section 1.
Article 25
(Disciplinary procedure)
1. The administrative sanctions provided for in this chapter shall be imposed by the
Ministry of Economy and Finance with a reasoned order, after charging the interested
parties within one hundred and eighty days or within three hundred sixty days from the
ascertainment where the interested party resides or has its head office abroad, and
evaluating the submissions made by them within thirty days.
2. The disciplinary proceedings are governed by the principles of cross-examination,
knowledge of the investigative deeds, reports and a distinction between investigative
functions and decision-making functions.
3. The decision to apply sanctions shall be published on the website referred to in

Article 7, section 5. The Ministry of Economy and Finance, in view of the nature of the
violation and the interests involved, may establish further methods of publicising its
decision
4. Opposition may be brought against the provision for the application of sanctions as
per this chapter before the Court of Appeal of the place in which the auditing firm or
auditor perpetrating the violation belongs is located or, if these criteria do not apply, the
place in which the breach was committed. The appeal must be notified to the Ministry of
Economy and Finance and deposited with the clerk of the Court of Appeal within thirty
days of notification
5. The appeal shall not stay enforcement of the decision. The Court of Appeal, if there
are serious reasons, may order suspension by reasoned decree.
6. The Court of Appeal, at the request of the parties, may set deadlines for the
submission of briefs and documents, and consent to personal hearings of the parties.
7. The Court of Appeal decides on the appeal in the council chamber, after hearing the
public prosecutor, by reasoned decree.
8. Copy of the decision shall be sent by the clerk of the Court of Appeal to the Ministry
of Economy and Finance for the purpose of publication on the website referred to in
Article 7, section 5.
Article 26
(Consob rulings)
1. Consob, when it finds irregularities in the conduct of the audit, may, having regard to
their severity:
a) apply a pecuniary administrative sanction of from ten thousand to five hundred
thousand euro to the statutory auditor or statutory auditing company;
b) revoke one or more statutory auditing assignments with public interest entities;
c) ban the statutory auditor or statutory auditing company from accepting new
statutory audits of the accounts appointments for a period not exceeding three
years;
d) propose to the Ministry of the Economy and Finance the suspension of the auditor
responsible for the statutory audit of the accounts in which irregularities have
been found from the Register for a period not exceeding five years;
e) propose to the Ministry of Economy and Finance the removal from the Register of
the statutory auditing company or the responsible auditor.
2. When the irregularity consists in the violation of the provisions of Article 17, the
sanction provided for in section 7 of the same Article shall not prejudice the applicability of
the measures referred to in paragraph 1 of this Article.
3. Consob shall propose to the Ministry of Economy and Finance the removal from the
Register of statutory auditors, of all auditing companies or responsible auditors who do not
comply with the provisions indicated in section 1.
4. If the violation complies with the provisions of Article 17 and is attributable to the
partners, directors or employees of the auditing company entered in the Register, Consob
may take steps against such persons in accordance with the measures in section 1,
paragraphs d)and e).
5. Article 195 of the Consolidated Law of Financial Intermediation applies to the
disciplinary proceedings provided for in this Article.
Article 27
(False reports or communications from those responsible for the statutory audit)
1. Responsible auditors who, in order to obtain for themselves or others an unjust
profit, in reports or other communications, in full knowledge of the falsity and with intent
to deceive the recipients of the communications, make false declarations or conceal
information concerning the economic, equity or financial position of the company, entity
or person who is subject to revision, in such a way as to mislead the recipients of the
communications on the above situation, shall be punishable, if their conduct has not
caused a loss of equity, with imprisonment of up to one year.
2. If the conduct referred to in section 1 has caused a loss of equity to the recipients
of the communications, the penalty shall be imprisonment from one to four years.
3. If the offence referred to in section 1 is committed by the responsible statutory
auditor of a public interest entity, the penalty shall be imprisonment from one to five
years.
4. If the offence referred to in section 1 is committed by the responsible statutory
auditor of a public interest entity for money or other benefit given or promised, or in
concert with the directors, general managers or auditors of the company subject to audit,
the penalty referred to in section 3 shall be increased by up to half.
5. The penalty referred to in sections 3 and 4 shall apply to those who give or promise
the benefit and the general managers and members of the administrative or supervisory
bodies of the public interest entity subject to the statutory audit who have contributed to
commit the offence.
Article 28
(Corruption of auditors)
1. Responsible auditors who, following the giving or the promise of benefit, perform or
omit acts in violation of the obligations inherent in their office, causing harm to the
company, shall be punishable with imprisonment of up to three years. The same penalty
applies to anyone who gives or promises benefit.
2. The responsible auditor and the members of the board, partners and employees of
the statutory auditing company, who, in carrying out the statutory audit of public interest
entities or companies controlled by them, except in the cases provided for in Article 30,
for money or other benefit given or promised, perform or omit acts in breach of the
obligations inherent in their office, shall be punishable with imprisonment from one to
five years. The same penalty applies to anyone who gives or promises benefit.
3. These offences are officially prosecutable.

Article 29
(Impeding audits)
1. Members of the board who, by concealing documents or by other means, prevent or
otherwise impede the carrying out of the statutory audit shall be punishable by a penalty
of up to seventy-five thousand euro.
2. If the conduct referred to in section 1 has caused damage to partners or third
parties, the offence is subject to a penalty of up to seventy-five thousand euro and
eighteen months imprisonment.
3. In the case of a statutory audit of public interest entities, the penalties referred to
in section 1 and 2 shall be doubled.
4. These offences are officially prosecutable.
Article 30
(Illegal remuneration)
1. The responsible auditor and the members of the board, partners and employees of
the statutory auditing company, who receive, directly or indirectly, by the company
subject to statutory audit, compensation in money or otherwise, other than that lawfully
agreed upon, shall be punishable with imprisonment from one to three years and a fine of
one thousand to one hundred thousand euro.
2. The same punishment applies to members of the board, managers and liquidators of
companies subject to statutory audit who have paid sums not owed.
Article 31
(Illicit financial relationships with the company subject to auditing)
1. The directors and partners responsible for the statutory audit and employees of
auditing companies which borrow in any form, either directly or through a third party,
from the company subject to audit or a company that controls, or is controlled by it, or
accept loans from such companies as guarantees for its own liabilities, shall be punishable
with imprisonment from one to three years and a fine of 206 to 2,065 euro.
Article 32
(Common provisions)
1. If the acts referred to in Articles 27, sections 3, 4 and 5, 28, section 2, 30 and 31
lead to particularly serious damage to the statutory auditing company or the company
subject to audit the penalty is increased by up to half.
2. Criminal sentences pronounced against the responsible auditor, the members of the
board, partners and employees of the statutory auditing company for crimes committed in
carrying out statutory audits shall be communicated to the Ministry of Economy and
Finance and Consob by the clerk of the court which issued the judgement.
Chapter IX
INTERNATIONAL ASPECTS
Article 33
(International cooperation)
1. Consob is the competent authority to provide international cooperation in the
matters governed by this decree, in the manner and under the conditions laid down in this
chapter and Article 4 of the Consolidated Law on Financial Intermediation.
2. Consob is the point of contact for the receipt of requests for information from the
competent authorities of other Member States of the European Union and Third countries
in matters regarding statutory audits. Investigations carried out in the territory of the
Republic on behalf of foreign authorities are subject to supervision by Consob or the
Ministry of Economy and Finance, within their respective powers.
3. In the event that Consob or the Ministry of Economy and Finance should conclude
that activities are under way or have been carried out which are contrary to provisions
relating to statutory audits in the territory of another Member State, it shall notify the
competent authority of the other Member State, of its conclusions and provide all the
useful information.
4. In the event that a competent authority of another Member State shall notify
Consob that activities are under way or have been carried out which are contrary to
provisions relating to statutory audits in Italian territory, the Ministry of Economy and
Finance and Consob, within their respective powers, shall take all necessary measures and
notify the competent authority of the other Member State of the outcome and, where
possible, any significant interim developments arising from its actions.
5. In the event that a statutory auditor or statutory auditing company subject to
measures of suspension or cancellation in accordance with Articles 24 and 26 and, as
reported in the Register, is found to be qualified and registered with other States
belonging to the European Union, Consob shall notify the competent authorities of such
States of the adoption of any measures and the reasons underlying them.
Article 34
(Inclusion of Third country auditors in the Register)
1. The Ministry of Economy and Finance, after consulting Consob, shall enter into the
Register all Third country auditors and auditing entities that provide audit reports on the
annual or consolidated accounts of a company incorporated in a Third country, whose
transferable securities are admitted to trading on an Italian regulated market, except
when the company is an issuer exclusively of debt securities admitted to trading on a
regulated market the denomination per unit of which is at least fifty thousand euro or, in
the case of debt securities denominated in another currency, equivalent, at the date of
issue, to at least fifty thousand euro.
2. Entry into the Register shall be subject to the following conditions being met:
a) the auditor of the Third country shall comply with requirements equivalent to
those laid down in Chapter II, with the exception of Article 5;
b) the majority of the members of the administrative or management body of an
auditing entity of the Third country complies with requirements equivalent to

those laid down in Chapter II, with the exception of Article 5;
c) the Third country auditors responsible for auditing the accounts on behalf of the
auditing entity of the Third country meet requirements equivalent to those laid
down in Chapter II, with the exception of Article 5;
d) the audit of the annual or consolidated accounts is carried out in accordance
with the auditing standards referred to in Article 11, section 1, and with the
obligations of independence and objectivity of Article 10, or with equivalent
standards and requirements;
e) the statutory auditor or auditing entity of the Third country shall publish on its
website an annual transparency report containing the information specified in
Article 18 or complies with equivalent disclosure requirements.
3. The equivalence referred to in section 2, paragraph d) is evaluated in accordance
with Article 45, paragraph 6 of EC Directive 2006/43.
4. The provisions of Article 7 shall apply.
5. The auditors and auditing entities from the Third countries listed in the Register are
responsible for the information supplied for the purposes of registration and must
promptly notify the entity in charge of keeping the Register of any change in this
information.
6. The audit reports regarding annual or consolidated accounts of the entities referred
to in section 1, issued by Third country auditors and audit entities not entered on the
Register of Statutory Auditors shall have no legal effect.
7. The Ministry of Economy and Finance, after consulting Consob, shall regulate the
implementation of this Article specifying in particular the procedures for application for
entry into the Register by statutory auditors and for removal from the Register.
Article 35
(Supervision of statutory auditors and Third country auditing bodies)
1. Auditors and auditing entities from a Third country listed in the Register are subject
to the systems of public oversight, quality control and investigations and penalties
covered by this decree.
2. Auditors and auditing entities from a Third country listed in the Register may, on a
reciprocal basis, be exempted from the quality control reviews covered by this decree,
wherever they have been subject to quality control reviews by another Member State or a
Third country considered equivalent in accordance with Article 46 of EC Directive 2006/43
during the three previous years.
3. The Ministry of Economy and Finance, after consulting Consob, shall issue a
regulation for the implementation of section 2.
Article 36
(Exceptions in the event of equivalence)
1. The Ministry of Economy and Finance, after consulting Consob, may choose not to
apply, in whole or in part, the provisions of Articles 34 and 35 with regard to the auditors
or audit entities of Third countries subject, in the Third country in which they are located,
to systems of public oversight, quality control, investigations and penalties that meet
requirements equivalent to those provided for in Chapters VI, VII and VIII.
2. The exemptions or waivers referred to in section 1 shall be established on the basis
of reciprocity and provided that agreements have been made for cooperation, including
through exchange of information, documents and working papers, between the Italian
authorities and the system of public oversight, control quality control, inquiry and penalty
of the Third country.
3. The existence of equivalence is assessed in accordance with Article 46 of EC
Directive 2006/43.
4. The Ministry of Economy and Finance, after consulting Consob, shall issue a
regulation for the implementation of the present Article.
5. The Ministry of Economy and Finance shall notify the European Commission of:
a) the main elements of the cooperation arrangements referred to in section 2;
b) the equivalence assessments carried out in accordance with section 3.
Chapter X
AMENDING AND REPEALING CURRENT LEGISLATION
Article 37
(Amendments to the Civil Code)
1. At number 11) of the second section of Article 2328 of the Civil Code, the words:
to whom is entrusted the financial audit shall be replaced by the following: responsible
for carrying out the statutory audit of the accounts.
2. At number 4) of the first section of Article 2335 of the Civil Code, the words: to
whom is entrusted the financial audit shall be replaced by the following: responsible for
carrying out the statutory audit of the accounts.
3. At number 2) of the first section of Article 2364 of the Civil Code, the words: to
whom is entrusted the financial audit shall be replaced by the following: responsible for
4. At number 5) of the first section of Article 2364-bis of the Civil Code, the words:
the auditor shall be replaced by the following: the entity in charge of carrying out the
statutory audit of the accounts.
5. In Article 2397, second section, of the Italian Civil Code, the words: among those
entered in the register of auditors maintained by the Ministry of Justice are replaced by
the following: among the statutory auditors entered in the specific Register.
6. In Article 2399 of the Civil Code, second section, the words: of the auditors shall
be replaced by the following: of statutory auditors and statutory auditing companies:
7. The heading of paragraph 4 of Section VI-bis, Chapter V, Title V, Book V of the Civil
Code is replaced by the following: Of the statutory audit of the accounts.
8. Article 2409-bis of the Civil Code is replaced by the following: Article 2409-bis
(Statutory audit of the accounts). - The statutory audit of the accounts of the company is
carried out by a statutory auditor or a statutory auditing company entered in the specific
Register.
The articles of association of companies that are not required to prepare consolidated
financial statements may provide that the statutory audit is carried out by the Board of
Statutory Auditors. In this case, the Board of Statutory Auditors is made up of statutory
auditors entered in the Register.
9. 2409-ter, 2409-quater, 2409-quinquies, 2409-sexies of the Civil Code are hereby
repealed.
10. In Article 2409-septies of the Italian Civil Code, the words: of the financial audit
shall be replaced by the following: of the statutory audit of the accounts.
11. In Article 2409-duodecies, fourth section, of the Italian Civil Code, the words:
those entered in the Register of auditors maintained by the Ministry of Justice are
replaced by the following: the statutory auditors entered in the specific Register.
12. Article 2409-quinquiesdecies of the Civil Code is replaced by the following: Article
2409-quinquiesdecies (Statutory auditing). - The statutory audit of the accounts is carried
out in compliance with Article 2409-bis, first section.
13. In Article 2409-octiesdecies of the Civil Code, third section, the words: those
entered in the register of auditors shall be replaced by the following: the statutory
auditors entered in the specific Register.
14. In Article 2409-octiesdecies of the Civil Code, fifth section, paragraph c), the
words: entities in charge of the audit shall be replaced by the following: the entity in
charge of carrying out the statutory audit of the accounts.
15. Article 2409-noviesdecies of the Civil Code shall be subject to the following
amendments:
a) the heading shall be replaced as follows: Applicable legislation and statutory
audit;
b) the second section shall be replaced as follows: The statutory audit of the
accounts is carried out in compliance with Article 2409-bis, first section.
16. To Article 2427, first section, of the Civil Code, after number 16) the following shall
be incorporated: 16-bis) unless the company is included in the scope of consolidation
and the information is contained in the supplementary notes to its consolidated financial
statements, the total amount of fees payable to the statutory auditor or statutory
auditing company for the statutory audit of the annual accounts, the total fees charged
for other audit services performed, the total fees charged for tax advisory services and the
total fees charged for other non-audit services; .
17. Article 2429 of the Civil Code shall be subject to the following amendments:
a) the first section after the words: Board of Statutory Auditors the following
shall be incorporated: and the entity in charge of carrying out the statutory
audit of the accounts;
b) the second section, the second sentence shall be deleted;
c) in the third section the words: of the financial audit shall be replaced by the
following: of the statutory audit of the accounts.
amendments:
a) the first section the words: to control by auditing companies registered in the
Special Register shall be replaced by the following: to statutory audit in
accordance with the system provided for by special laws for public interest
entities;
b) the second section the words: of the auditing company shall be replaced as
follows: of the entity in charge of carrying out the statutory audit of the
accounts;
c) the fifth and sixth sections, the words: of the financial audit shall be replaced
by the following: of the statutory audit of the accounts.
19. In Article 2434-bis, second section, of the Civil Code, the words: the auditor has
not submitted any observations are replaced as follows: the entity in charge of carrying
out the statutory audit has made a judgement reporting the absence of irregularities.
20. In Article 2437-ter, second section, of the Civil Code, the words: audit shall be
replaced as follows: statutory audit of the accounts.
21. Article 2441 of the Civil Code shall be subject to the following amendments:
a) the fourth section the words: by the company appointed to carry out the
statutory audit shall be replaced as follows: by the statutory auditor or
statutory auditing company;
b) the sixth section the words: of the financial audit shall be replaced by the
following: of the statutory audit of the accounts.
22. Article 2447-ter, the first section of the Civil Code, paragraph f) shall be replaced as
follows: f) the appointment of a statutory auditor or a statutory auditing company to
audit the accounts of the business, when the company is not already subject to statutory
audit;.
23. The first section of article 2447-nonies of the Civil Code, the words: audit shall
be replaced as follows: statutory audit of the accounts.
24. In Article 2463, second section, paragraph 8), of the Civil Code, the words: any
entities in charge of the audit shall be replaced as follows: any entities in charge of
25. The first section of Article 2465 of the Civil Code, the words: of an expert or an
auditing company entered in the Register of auditors or of a statutory auditing company
registered in the Special Register shall be replaced as follows: of a statutory auditor or a
statutory auditing company entered in the Register.
26. Article 2477 of the Civil Code shall be replaced as follows: "Art. 2477 (Board of
Statutory Auditors and statutory audit of the accounts). -The deed of incorporation may
provide for determining the competences and powers and appointment of a Board of
Statutory Auditors or of an auditor. The appointment of the Board of Statutory Auditors is
required if share capital is not less than the minimum established for public limited
companies. The appointment of the Board of Statutory Auditors is also required if the
company: a) is responsible for preparing the consolidated financial statements; b) controls
a company required to perform statutory audits; c) for two consecutive financial years it
has exceeded two of the limits indicated by the first section of Article 2435-bis. The
obligation to appoint the Board of Statutory Auditors referred to in paragraph c) of the
third section shall cease if for two consecutive financial years, these limits are not
exceeded. In the cases provided for by the second and third sections the provisions
concerning public limited companies shall apply; if the deed of incorporation does not
provide otherwise, the statutory audit is carried out by the Board of Statutory Auditors.
The shareholders' meeting approving the financial statements where the limits are
exceeded indicated in the second and third sections must proceed, within thirty days, to
the appointment of the Board of Statutory Auditors. If the shareholders' meeting does not
do so, the court will appoint one at the request of any interested subject.
27. Article 2478 of the Civil Code, number 4) of the first section, the words: or
appointed auditor shall be replaced as follows: appointed and in the second section the
words: or auditor shall be deleted.
28. In Article 2479, second section, paragraph 3), of the Civil Code, the words: of the
auditor shall be replaced as follows: of the entity in charge of carrying out the statutory
audit of the accounts.
amendments:
a) the second section the words: or the auditor shall be replaced as follows: or
the entity in charge of carrying out the statutory audit of the accounts;
b) the fourth section the words: or the auditor shall be replaced as follows: or
30. In Article 2492, second section, of the Italian Civil Code, the words: of the audit
shall be replaced as follows: for carrying out the statutory audit of the accounts.
31. The fifth section of Article 2501-bis of the Civil Code, the words: by the company
appointed to carry out the obligatory statutory audit shall be replaced as follows: by the
entity in charge of carrying out the audit of the accounts.
32. The second sentence of the third section of Article 2501-sexies of the Civil Code
shall be replaced as follows: If the company is listed on regulated markets, the expert is
chosen from among the auditing companies supervised by the National Commission for
Listed Companies and the Stock Exchange.
33. In Article 2501-septies of the Civil Code, first section, number 2), the words: the
audit shall be replaced as follows: the statutory audit.
34. Article 2624 of the Civil Code is abrogated.
35. Article 2625, first section of the Civil Code shall be subject to the following
amendments:
a) the words: or audit shall be deleted.
b) the words: , to other corporate bodies or auditing companies shall be replaced
as follows: or other corporate bodies.
36. In Article 2635, first section, of the Civil Code, the words: , liquidators and
responsible auditors shall be replaced as follows: and liquidators.
Article 38
(Amendments to Legislative Decree 127 of 9 April 1991)
1. Article 38, section 1, of Legislative Decree 127 of 9 April 1991, after the letter osexies) the following shall be incorporated: o-septies) separately, the amount of fees
payable to the statutory auditor or statutory auditing company to audit the consolidated
accounts, for other audit services, tax advisory services and other non-statutory audit
services provided to the group.
2. Article 41 of Legislative Decree 9 April 1991 no. 127, shall be replaced as follows:
Article 41 (Statutory audit of consolidated financial statements). - 1. The consolidated
financial statements are subject to statutory audit. 2. The statutory audit of the
consolidated financial statements shall be entrusted to the entity carrying out the audit
of the financial statements of the company preparing the consolidated financial
statements. 3. The consolidated financial statements and the related management report
shall be communicated together with the financial statements for the statutory audit. 4. A
copy of the consolidated financial statements with the management report and the audit
report is filed during the fifteen days prior to the shareholders' meeting called to approve
the financial statements and until it is approved. Shareholders can access them.
Article 39
(Amendments to the Consolidated Law on Banking)
1. After section 1 of Article 51 of the Consolidated Law on Banking, referred to in
Legislative Decree no. 385 of 1 September 1993, and later amendments, the following
shall be added: 1-bis. The banks notify the Bank of Italy: a) the appointment and nonappointment of the entity carrying out the statutory audit of the accounts; b) the
resignation of the entity carrying out the statutory audit of the accounts; c) the
consensual termination of the mandate; d) the revocation of the statutory audit
appointment, providing adequate explanations on the reasons that led to it. 1-ter. The
Bank of Italy shall establish terms and conditions for the submission of the reports
referred to in section 1-bis.
2. Article 52 of Legislative Decree 385 of 1 September 1993 the following

amendments shall be made: a) the heading shall be replaced as follows:
Communications of the Board of Statutory Auditors and the entities responsible for
carrying out the statutory audits of the accounts; b) section 2, the words: of the audit or
financial audit shall be replaced as follows: of the statutory audits of the accounts; c)
section 2-bis is hereby repealed.
amendments shall be made: a) section 5, the words: of the financial audit shall be
replaced by the following: of the statutory audits of the accounts; b) section 5-bis the
words: of the financial audit or audit shall be replaced as follows: of the statutory audit
of the accounts.
4. Article 84, section 5, of Legislative Decree no. 385 of 1 September 1993, the words:
of the financial audit or audit shall be replaced as follows: of the statutory audit of the
accounts.
Article 40
(Amendments to the Consolidated Law on Financial Intermediation)
1. Article 8 of the consolidated provisions on financial intermediation, in accordance
with Legislative Decree no. 58 of 24 February 1998, the following amendments shall be
made:
a) section 2, the words: by the company appointed to carry out the audit shall be
replaced as follows: by the entity in charge of carrying out the statutory audit
of the accounts;
b) section 4, the words: the company appointed to carry out the audit shall be
replaced as follows: the entity in charge of carrying out the statutory audit of
the accounts;
c) section 5, the words: the company appointed to carry out the audit shall be
the accounts;
2. Article 9 of Legislative Decree 24 February 1998 no. 58, shall be replaced as follows:
Article 9 (Statutory audit). - 1. The provisions of Article 159, section 1 apply to stock
broking companies, asset management companies and SICAVs. 2. Regarding asset
management companies, the statutory auditor or statutory auditing company responsible
for the audit shall make provision in a specific audit report for an opinion on the financial
statements of the mutual fund.
3. Article 10, section 1-bis of Legislative Decree no. 58 of 24 February 1998, the words
the company appointed to carry out the audit are replaced as follows: the entity in
charge of carrying out the statutory audit of the accounts.
4. Article 25 of Legislative Decree 58 of 24 February 1998 the following amendments
shall be made:
a) section 4, the words: the company appointed to carry out the audit shall be
the accounts;
b) section 5, the words: the company appointed to carry out the audit shall be
the accounts;
5. Article 48, section 5, of Legislative Decree no. 58 of 24 February 1998, the words:
the company appointed to carry out the audit shall be replaced as follows: by the entity
in charge of carrying out the audit of the accounts.
6. Article 61, section 9, of Legislative Decree no. 58 of 24 February 1998, the words: ,
158, 165 and 165-bis shall be replaced by the following: and 158.
7. Article 96 of Legislative Decree 24 February 1998 no. 58, shall be replaced as
follows: Article 96 (Financial statements of the issuer). - 1. The last financial statements
and any consolidated financial statements prepared by the issuer shall be accompanied by
audit reports in which a statutory auditor or an statutory auditing company entered in the
Register kept by the Ministry of Economy and Finance shall express their opinion. Any
offer concerning financial products other than European Community financial instruments
can not be made if the statutory auditors or the statutory auditing company have
expressed an adverse opinion or declared their inability to express an opinion.
8. Section 3 of Article 97 of Legislative Decree 24 February 1998 no. 58, shall be
replaced as follows: 3. The issuer shall submit the annual financial statements and
consolidated financial statements, possibly agreed or drawn up during the period of the
offer, to the judgement of a statutory auditor or a statutory auditing company entered in
the appropriate register.
9. Article 115, section 1, paragraph b) of Legislative Decree no. 58 of 24 February
1998, the words: of the auditing company shall be replaced as follows: statutory
auditors and statutory auditing companies:
replaced as follows: 2. The provisions of Part IV, Title III, Chapter II, Section VI, shall apply
to the issuers referred to in section 1 with the exception of Articles 157 and 158.
11. Article 150, section 3 of Legislative Decree no. 58 of 24 February 1998, the words
the company appointed to carry out the audit shall be replaced as follows: by the
statutory auditor or statutory auditing company.
12. Article 154-ter of Legislative Decree 58 of 24 February 1998 the following
amendments shall be made:
a) section 1, second sentence, the words: according to Article 156 shall be
replaced as follows: prepared by the statutory auditor or statutory auditing
company;
b) section 2, the words: of the auditing company shall be replaced as follows: by
the statutory auditor or statutory auditing company.
13. The heading of Part IV, Title III, Chapter II, Section VI is replaced as follows:
Statutory audit of the accounts.
replaced as follows: 2. The statutory auditor or statutory auditing company shall

immediately notify Consob and the supervisory body of facts deemed reprehensible which
emerged in the carrying out of the statutory audit on financial statements and
consolidated financial statements.
replaced as follows: 4. In the case of negative opinion or declaration of inability to
express an opinion or in the presence of requests for information relating to significant
doubts about the company as a going concern the statutory auditor or statutory auditing
company shall promptly inform Consob.
16. Article 158 of Legislative Decree 58 of 24 February 1998 the following
a) section 1, first sentence, the words: by the company appointed to carry out the
statutory audit shall be replaced as follows: by the entity in charge of carrying
out the statutory audit of the accounts;
b) section 1, second sentence, the words: of the auditing company shall be
replaced as follows: of the statutory auditor or statutory auditing company;
c) sections 2 and 3, the words: the auditing company are replaced as follows the
replaced as follows: 1. In case of non-appointment of the statutory auditor or statutory
auditing company, the company required to make the appointment must promptly notify
Consob, explaining the causes of the delay in conferring the appointment.
18. Section 4 of Article 165-quater of Legislative Decree no. 58 of 24 February 1998
shall be replaced as follows: 4. The financial statements of the foreign subsidiary,
attached to the budget of the Italian company in accordance with section 1, shall be
audited by the statutory auditor or statutory auditing company appointed to audit the
financial statements of the Italian company, if that entity does not operate in the State in
which the foreign subsidiary has its head offices, it must make use of another suitable
auditor or auditing company, taking responsibility for the work of the latter. Where the
Italian company which is free of this obligation, has not appointed a statutory auditor of
the accounts or a statutory auditing company, it must in any case make such an
appointment in relation to the financial statements of the foreign subsidiary.
19. Article 165-quater, section 5, of Legislative Decree no. 58 of 24 February 1998, the
words: by the company shall be replaced as follows: by the entity.
20. At Article 193 of Legislative Decree 24 February 1998 no. 58, the title shall be
replaced as follows: Corporate information and duties of the board of auditors, statutory
auditors and statutory auditing companies.
21. Articles 12, section 4, 155, sections 1 and 3, 156, sections 1, 2, 3, 4-bis and 5, 159,
sections 2, 3, 4, 5, 6, 7 and 8, 160, 161, 162, 163, 164, 165, 165-bis, 174-bis, 174-ter,
177, 178, 179 and 193, section 3, paragraph b) of Legislative Decree no. 58 of 24 February
1998 shall be repealed.
Article 41
(Amendments to the Private Insurance Companies Code)
1. The heading of Chapter V of Title VIII of Legislative Decree no. 209 of 7 September
2005 shall be replaced as follows: Statutory audit of the accounts.
a) the heading shall be replaced as follows: Statutory audit of financial
statements;
b) section 1 shall be replaced as follows: 1. The financial statements of insurance
and reinsurance companies with head offices in the territory of the Republic and
of the branch offices in the territory of the Republic, insurance and reinsurance
companies with head offices in a Third State shall be accompanied by the report
of a statutory auditor or statutory auditing company entered in the Register. If
the statutory audit appointment is conferred on a statutory auditing company, at
least one of its directors shall be registered as a professional actuary under Law
no. 194 of 9 February 1942. If the statutory audit appointment is conferred on a
statutory auditor, the provisions of Article 103 shall apply;
c) section 2, the words: the auditing company who drafted the audit opinion in
accordance with Article 156 of the consolidated provisions on financial
intermediation shall be replaced as follows: by the statutory auditor or
statutory auditing company;
d) section 3 shall be replaced as follows: 3. The provisions on statutory auditing of
the accounts in Section VI of Chapter II of Title III of the consolidated provisions
on financial intermediation, shall apply to the companies referred to in section 1
with the exception of Articles 155, section 2, Article 156, section 4, 157, section
2, and Article 159, section 1;
e) section 5 shall be repealed.
3. Article 103 of Legislative Decree 7 September 2005 no. 209, shall be replaced as
follows: "Article 103 (Actuary appointed by the statutory auditor or statutory auditing
company). - 1. If the statutory audit appointment is given to a statutory auditor or the
directors of the auditing firm do not include an actuary in the professional registers in
accordance with Law no. 194 of 9 February 1942, the report referred to in Article 102,
section 1, shall be accompanied by the report of an actuary appointed by the statutory
auditor or statutory auditing company. 2. The appointment of the actuary has a term of
nine years and can not be renewed or re-appointed, even on behalf of a different
statutory auditing company, unless at least three years have elapsed from the date of
termination of the previous appointment. If, before the expiry of the period, the statutory
auditor or statutory auditing firm revokes the appointment of the actuary, this shall be
communicated immediately to ISVAP and the reasons for it explained. The revocation
takes effect when the appointment of another actuary has become effective. 3. The
appointment can not be conferred on an actuary who does not comply with the
conditions of independence identified by ISVAP regulations or who, in relation to the
insurance or reinsurance company or in relation to the actuary who acts as actuary for life
insurance or civil liability insurance arising from the use of motor vehicles and craft, is in
one of the situations of incompatibility identified by ISVAP regulations. 4. The actuary and
the legal representative of the insurance or reinsurance company in which he/she carries
out his/her assignment, shall communicate to ISVAP, within fifteen days of the
appointment, the documentation proving the conditions of independence and absence of
incompatibility referred to in paragraph 3 according to the provisions drawn up by ISVAP.
4. Article 104 of Legislative Decree 7 September 2005 no. 209, shall be replaced as
follows: Article 104 (Accounting management investigations). - 1. The ISVAP may require
that the statutory auditor or statutory auditing company carry out a review, upon
ascertaining the exact data entry in the accounting records, in order to comply with the
accounting entries of the periodic situations concerning the balance sheet and the income
statement of the company. In the course of such review, the statutory auditor or statutory
auditing company shall make use of the actuary. The expenses shall be borne by the
company.
a) section 1, the words: by the auditing company shall be deleted;
b) section 1, the words: of the auditing company shall be replaced as follows: by
the statutory auditor or statutory auditing company;
c) section 2, after the words: 103, section 3, are inserted as follows: , the loss of
a condition of independence laid down in article 103, section 3,;
d) section 3, the words: of the auditing company shall be replaced as follows: of
the statutory auditor or statutory auditing company;
e) section 3, the words: the auditing company shall be replaced as follows: the
a) section 2, the words: of the auditing company shall be replaced as follows: by
b) after section 5 the following sections are added in order: 5-bis. Insurance and
reinsurance undertakings shall communicate promptly to ISVAP: a) the
appointment and non-appointment of the entity responsible for the statutory
audit, setting out the reasons that led to the delay in the appointment;
c) the resignation of the entity responsible for the statutory audit; c) consensual
resolution of the mandate; d) revocation of the appointment of the statutory
auditor of the accounts, providing adequate explanations regarding the reasons
that led to the decision. 5-ter. ISVAP shall establish the terms and conditions for
the submission of the reports referred to in section 5-bis. In the event of failure
to appoint the person in charge of the statutory audit of the accounts, ISVAP
shall take precautionary and authoritative measures and impose sanctions in
accordance with the code..
7. Article 1, section 310, of Legislative Decree no. 209 of 7 September 2005, the
words: 190, section 1, shall be replaced as follows: 190, sections 1 and 5-bis.

a) section 3 shall be replaced as follows: 3. The ISVAP shall notify the Ministry of
Economy and Finance and Consob of sanctions imposed on statutory auditors
and statutory auditing companies. The Ministry of Economy and Finance and
Consob shall inform ISVAP of provisions taken.;
b) section 4 shall be repealed.
9. At Article 322 of Legislative Decree 7 September 2005 no. 209, the title shall be
replaced as follows: Duties of the statutory auditor or statutory auditing company.
words: the legal representatives of the auditing company shall be replaced as follows:
the statutory auditor and the legal representatives of the statutory auditing company.
words: of the legal representatives of the auditing company shall be replaced as follows:
of the statutory auditor and the legal representatives of the statutory auditing company.
a) section 1, number: 3 of the first sentence shall be replaced as follows: 4;
b) to section 1, after the first sentence, the following shall be incorporated: To the
actuary appointed by the statutory auditor or statutory auditing company of an
insurance or reinsurance company which violates Article 103, section 3,
pecuniary administrative sanctions from one hundred thousand to five hundred
thousand euro shall apply. Penalties for the offence of bribery of the auditor also
apply..
Article 42
(Staff)
1. In order to ensure the effective and proper performance of the functions vested in
the Ministry of Economy and Finance under this Decree, in the first application of this
same Decree, the aforementioned Ministry, using the resources laid down in article 14,
section 1, of Legislative Decree no. 262 of 3 October 2006, converted, with amendments,
by Law no. 286 of 24 November 2006, and within the spending limit of 300,000 euro per
year starting from the year 2010, can confer up to three non-general executive-level
appointments as an exception to the quantitative limit laid down in Article 19, section 6
of Legislative Decree no. 165 of 30 March 2001, and subsequent amendments, as well as
from the prohibitions and restrictions laid down in the applicable legislation. The
aforementioned appointments are conferred on positions identified within the scope of
the Ministry by decree to be issued in accordance with Article 17, section 4-bis, paragraph
e) of Law no. 400 of 23 August 1988 and Article 4, sections 4 and 4-bis of Legislative
Decree no. 300 of 30 July 1999.
2. A Central Commission for Auditors, with advisory functions, shall be set up at the
Ministry of Economy and Finance without any new or increased charges to be borne by
the State budget. The financial and material resources of the Commission provided for in
Article 1 of the Decree of the President of the Republic no. 99 of March 6 1998, shall be
transferred to it and the former shall be suppressed. The functions of the Commission
as well as its composition and remuneration shall be established by decree of the Ministry
of Economy and Finance. The Ministry of Economy and Finance shall be authorised to
make the necessary changes to the budget.
Article 43
(Repeals and final and transitional provisions)
1. The following are hereby repealed but continue to apply until the date of entry into
force of the Regulations of the Ministry of Economy and Finance issued in accordance
with this Decree:
a) Legislative Decree no. 88 of 27 January 1992;
b) Law no. 132 of 13 May 1997;
c) Decree of the President of the Republic no. 99 of 6 March 1998;
d) Law no. 222 of 8 July 1998;
e) Law no. 266 of 30 July 1998;
f) Decree of the President of the Republic no. 233 of 12 July 2000;
g) Legislative Decree no. 28 of 23 January 2006;
h) Article 52, section 2-bis of Legislative Decree no. 385 of 1 September 1993;
i) Article 161 of Legislative Decree no. 58 of 24 February 1998;
j) Article 162, sections 3 and 3-bis of Legislative Decree no. 58 of 24 February
1998;
k) Article 163, section 1, paragraph b), section 2, paragraphs a), b)and c), section 4
and section 5, of Legislative Decree no. 58 of 24 February 1998;
l) Article 2409-quinquies of the Civil Code.
2. The provisions issued by Consob in accordance with the rules repealed or replaced
by this decree shall continue to apply, insofar as they are compatible, up to the date of
entry into force of the provisions issued by Consob in accordance with this decree in the
corresponding matters. In particular, until the date of entry into force of the Regulations
referred to in Article 16, the conferment and duration of audit appointments with the
subsidiaries of listed companies, companies that control listed companies and companies
subject with them to joint control, continue to be regulated by Articles 165, sections 1
and 2, 165-bis, sections 1 and 2, of Legislative Decree 24 no. 58 of February 1998 and its
implementation provisions issued by Consob.
3. The auditing standards that were issued in accordance with Article 162, section 2,
paragraph a) of Legislative Decree no. 58 of 24 February 1998 on the date of entry into
force of this Decree shall continue to apply until the date of entry into force of the
auditing standards issued in accordance with Article 11 of this Decree. Until the signing of
the agreement referred to in Article 12, section 1, the auditing standards are issued in
accordance with Article 162, section 2, paragraph a) of Legislative Decree no. 58 of 24
February 1998.
4. Until the issue of the measures provided for in Articles 2, 3, 4, 5, 6, 7, 8, 9, 10, 11,
12, 13, 17, 20, statutory auditor refers to the entity entered in the Register of auditors in
accordance with Legislative Decree no. 88 of 27 January 1992 and statutory auditing
companies refers to the auditing companies registered in the special Register of auditing
companies in accordance with Article 161 of Legislative Decree no. 58 of 24 February
1998 or in the Register referred to in Legislative Decree no. 88 of 27 January 1992.
5. Until the issue of the measures provided for in section 1, statutory auditors and
statutory auditing companies other than those entered in the Register referred to in
Article 161 of Legislative Decree no. 58 of 24 February 1998 can not carry out statutory
audits of public interest entities.
6. As an exception to section 5, appointments which had already been conferred on
the date of entry into force of this Decree in the current year shall be deemed to have
already been conferred in accordance with Article 2409-quater of the Civil Code and shall
continue until the first end of the mandate following the issue of the measures referred to
in section 1.
7. Until the issue of the measures referred to in section 1, Consob shall carry out the
supervisory activities referred to in Article 22, section 1, in relation to the entities entered
in the Register referred to in Article 161 of Legislative Decree no. 58 of 24 February 1998.
8. The natural persons and companies which, at the time of entry into force of the
Register referred to in Chapter III, are already entered in the Register of auditors referred
to in Article 1 of Legislative Decree no. 88 of 27 January 1992, have the right to enter the
Register referred to in Article 2 and in the Special Register of auditing companies referred
to in Article 161 of Legislative Decree no. 58 of 24 February 1998.
9. Until the date of entry into force of the measures referred to in section 1, Consob
shall provide for the registration of auditors and audit entities from the Third countries
referred to in Article 34, section 1, in a special section of the Special Register of auditing
companies referred to in Article 161 of Legislative Decree no. 58 of 24 February 1998
according to the terms and conditions established by the same.
10. The fees in the agreements referred to in Article 21, section 3, shall be determined
within the limits of the amount of resources referred to in Article 21, section 7, and taking
into account of other costs arising from the activities in this decree.

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Legislative Decree no.

LICENCE TO PRACTICE AND ONGOING TRAINING

IMPLEMENTATION OF THE STATUTORY AUDIT

SPECIAL PROVISIONS RELATING TO ENTITIES

Published in Ordinary Supplement no. 58/L of Official Gazette no. 68 of 23.3.2010.

1 Legislative Decree no. 39 of 27 January 2010

ADMINISTRATIVE AND JUDICIAL SANCTIONS

2 Legislative Decree no. 39 of 27 January 2010

3. The following are eligible to entry the register:

4 Legislative Decree no. 39 of 27 January 2010

5 Legislative Decree no. 39 of 27 January 2010

7 Legislative Decree no. 39 of 27 January 2010

l) professional auditing techniques;

8 Legislative Decree no. 39 of 27 January 2010

9 Legislative Decree no. 39 of 27 January 2010

any auditing posts held at public interest entities;

statutory auditing activities.

11 Legislative Decree no. 39 of 27 January 2010

auditing company or their networks.

13 Legislative Decree no. 39 of 27 January 2010

14 Legislative Decree no. 39 of 27 January 2010

8. Deliberations on appointment and revocation adopted by shareholders' meetings in

16 Legislative Decree no. 39 of 27 January 2010

d) the reinsurance companies referred to in Article 1, section 1, paragraph cc) of the

investment companies with variable capital;

n) payment institutions under EC Directive 2009/64;

companies referred to in section 1, paragraph a) , from compliance with one or

f) a statement on the adoption of measures to guarantee the independence of the

entered in the Register;

21 Legislative Decree no. 39 of 27 January 2010

9. With reference to the quality control on the subjects referred to in section 2,

22 Legislative Decree no. 39 of 27 January 2010

a) require communication, including regular data and information and the

23 Legislative Decree no. 39 of 27 January 2010

c) request information, data or documents in any form whatsoever, setting the

3. The decision to apply sanctions shall be published on the website referred to in

3. These offences are officially prosecutable.

28 Legislative Decree no. 39 of 27 January 2010

auditing entity of the Third country complies with requirements equivalent to

30 Legislative Decree no. 39 of 27 January 2010

33 Legislative Decree no. 39 of 27 January 2010

35 Legislative Decree no. 39 of 27 January 2010

2. Article 52 of Legislative Decree 385 of 1 September 1993 the following

replaced as follows: 2. The statutory auditor or statutory auditing company shall

38 Legislative Decree no. 39 of 27 January 2010

8. Article 321 of Legislative Decree 209 of 7 September 2005 the following

43 Legislative Decree no. 39 of 27 January 2010

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