AUDIT ACT I GENERAL PROVISIONS. Contents and Scope of the Act. Article 1

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1 AUDIT ACT I GENERAL PROVISIONS Contents and Scope of the Act Article 1 This Act shall regulate the carrying out of audit of financial statements and consolidated financial statements of the entities subject to audit, persons authorised to provide audit services, conditions for carrying out audit, audit committee, establishment and operation of the Croatian Chamber of Auditors and oversight of its work, oversight and control of the quality of audits carried out by audit firms, independent auditors and certified auditors, granting and withdrawal of audit licences and other audit related issues. Article 2 (1) Audit shall mean a procedure of examination and assessment of financial statements and consolidated financial statements of the entities subject to audit and of data and methods applied in preparing financial statements (hereinafter: financial statements), on the basis of which an expert and independent opinion on accuracy and objectivity of the financial position, business performance and cash flows is given. (2) Audit shall also encompass other activities, as provided for by the Companies Act and other special regulation. Article 3 (1) Audit shall be carried out by: - a company established in accordance with the provisions of the Companies Act and provisions of Article 4 of this Act, which has been granted a license for carrying out audit by the Croatian Chamber of Auditors (hereinafter: audit firm), - an independent auditor, established in accordance with the provisions of this Act. The independent auditors carrying out audit as their activity may only be certified auditors who have obtained a license for providing such services by the Croatian Chamber of Auditors (hereinafter: the Chamber). (2) In entities referred to in paragraph 1 of this Article, audit may be carried out by certified auditors, who have obtained the certificate in accordance with the provisions of this Act. (3) Under the supervision of the certified auditor, certain activities may be performed by the persons who are not certified auditors, provided that they are employees of the entities referred to in paragraph 1 of this Article. Article 4 (1) Audit, in accordance with the provisions of Article 6 of this Act, Companies Act and other special regulations and at the request of legal persons, shall be carried out by: a) audit firms in which:

2 - a minimum of three quarters of voting rights are held by audit firms or certified auditors satisfying the conditions under the provisions of Article 7 of this Act, and - a minimum of three quarters of the management board members are certified auditors satisfying the conditions under the provisions of Article 7 of this Act. If the management board consists of only two members, one of them must be certified auditor satisfying the conditions in accordance with the provisions of Article 7 of this Act. b) independent auditors, who are at the same time certified auditors, in accordance with the provisions of Article 7 of this Act. (2) Foreign audit firms may provide audit services on the territory of the Republic of Croatia, where they have established a branch, in accordance with the provisions of the Companies Act. The provisions of this Act shall apply to the operation of foreign audit firms based on the principle of reciprocity between the Republic of Croatia, EU Member States and third countries. Article 5 Audit shall be carried out in an autonomous, independent and objective manner, in accordance with this Act, International Accounting Standards, translated and published by the Chamber, rules of the auditing profession and other rules and regulations (hereinafter: audit rules), observing the Code of Professional Ethics for auditing profession. Article 6 (1) Financial statements of all joint stock companies, limited partnerships and limited liability companies, the total annual revenue of which exceeds HRK 30,000, in a year preceding the audit, banks, insurance companies, investment funds, pension funds, pension insurance companies and other companies under the special regulation, shall be subject to audit once a year, as well as the financial statements of connected companies, regardless of their size, if their controlling company is subject to audit. (2) Consolidated financial statements shall also be subject to audit once a year. (3) Limited liability companies and limited partnerships the total annual revenue of which does not exceed HRK 30,000, shall be subject to audit in accordance with their own rules, deed of establishment or articles of incorporation. (4) The General Assembly of the legal person referred to in paragraph 1 of this Article shall select and appoint the audit firm or an independent auditor no later than on 30 September of the year to which the audit relates. (5) The appointment of the audit firm or independent auditor may not be conditional, except in the cases provided for by the Companies Act. (6) Audit that is conditional on any fact shall be considered invalid, which implies that the company, referred to in paragraph 1 of this Article, shall be obliged to reappoint the auditor in accordance with the provisions of this Act.

3 II. PERSONS AUTHORISED TO CARRY OUT AUDIT Certified Auditor Article 7 (1) Certified auditor shall be an independent expert person, who has been granted the certificate of certified auditor by the Chamber. (2) In order to be granted the certificate, a candidate shall fulfil the following conditions: 1. must hold a university degree, 2. must have a minimum of three-year audit experience, under the supervision of a certified auditor, 3. must have passed the examination for auditor certification, 4. must be fluent in the Croatian language, both spoken and written, 5. must be a Croatian citizen, 6. must provide evidence of no prior legally valid conviction for criminal acts against the payment transactions safety and operations. (3) After obtaining the certified auditor certificate, the certified auditor shall have a right and obligation to participate in a continuous professional education, under the training program determined by the Chamber. (4) The certified auditor may be a Croatian citizen or a foreign citizen whose foreign document, proving his/her profession of a certified auditor, has been recognised by the Chamber. For a Croatian citizen, the document shall be recognised after the Chamber has examined the candidate s knowledge of the legislation of the Republic of Croatia required for carrying out audit. For a foreign citizen, the document shall be recognised, after the certificate of the fluent knowledge of the Croatian language, both spoken and written, issued by a competent institution, is delivered to the Chamber and after the Chamber has verified the delivered certificate and the candidate s knowledge of the legislation of the Republic of Croatia, required for carrying out audit. Knowledge of legislation shall refer to the field of accounting and finance, audit, company law, tax law, civil and commercial law, social security and employment law and information technology. The approval of the program of legal knowledge examination shall be given by the Ministry of Finance. (5) Holders of a university degree in subjects other than economics, wishing to obtain the certified auditor certificate shall be trained under the broader program of the Chamber, which is approved by the Ministry of Finance. The program, referred to in this paragraph, shall include subjects necessary for acquiring professional competence in the field of economics. (6) The examination for auditor certification shall be taken in accordance with the program of the Chamber, approved by the Ministry of Finance. (7) The certified auditor certificate shall be a written document issued to the certified auditor by the Chamber, after the examination has been passed and the conditions, referred to in paragraph 2 of this Article, have been met.

4 (8) The right to carry out audit shall be acquired by the certified auditor upon fulfilling the conditions as provided for by this Article and upon the entry into the register of certified auditors kept with the Chamber. (9) A certified auditor shall act in accordance with the Code of Professional Ethics for auditing profession. Independent Auditor Article 8 (1) Independent auditor shall be a certified auditor carrying out audit as a self-employed activity and enrolled in the register of independent auditors kept with the Chamber. (2) Independent auditor is also a sole trader in accordance with the provisions of the Companies Act. (3) A certified auditor may establish only one audit office where he/she shall be employed. Joint Audit Office Article 9 (1) Two or more certified auditors may establish a joint audit office for the purpose of providing audit services. Mutual rights and obligations of certified auditors shall be regulated by a contract. (2) Certified auditors establishing a joint audit office shall be obliged to submit the application for the establishment of a joint audit office to the Chamber. (3) Upon the approval by the Chamber, the established joint office shall be enrolled in the register of joint audit offices kept with the Chamber. (4) The provisions of this Act relating to independent auditors shall also apply to joint audit offices (hereinafter: independent auditors), as appropriately. Audit Firm Article 10 (1) Audit firm shall be established as a company in accordance with the provisions of this Act and the Companies Act. (2) The audit firm s management board may have one or more members. The majority members of the audit firm s management board shall be fluent in the Croatian language. (3) The management of an audit firm may only be influenced on the basis of the shareholder rights in the firm.

5 (4) A person against whom a final unsuspended sentence of more than three years in prison has been imposed in the previous five years for a criminal act against the payment transaction safety and operation may not be appointed a management board member in an audit firm. Ancillary Activities Article 11 (1) Audit firms may, in addition to audit services, provide services, as their registered activity, in the field of finance and accounting, financial analysis and control, tax and other business consulting, valuation of a company, assets and liabilities, expert witnessing, preparation and economic evaluation of investment projects. (2) Provision of services in the field of finance and accounting, tax and other business consulting, valuation of a company, assets and liabilities and expert witnessing, shall exclude the possibility of providing audit services in the respective legal person for the respective business year. The prohibition against provision of audit services shall relate to all the connected companies of both the audited entity and the audit firm. III PROVISION OF AUDIT SERVICES Audit Contract Article 12 (1) Mutual rights and obligations between the audit firm or independent auditor and a legal person where audit is carried out, shall be regulated by the audit contract. (2) The audit contract shall be concluded in writing, after the appointment of the audit firm or independent auditor. (3) The audit firm or independent auditor may not assign the contracted activities to other audit companies and independent auditors. (4) The audit contract may be cancelled on justified grounds. A difference in opinion, relating to the field of accounting and auditing, between the representative of a legal person undergoing audit and an audit firm and independent auditor may not represent justified grounds for the contract cancellation. (5) The representative of a legal person undergoing audit and an audit firm and independent auditor shall notify the Chamber and the Ministry of Finance of the unjustified cancellation of the contract, referred to in paragraph 4 of this Article. Article 13 (1) For the purpose of carrying out audit in the specific areas, external experts, other than certified auditors, may be engaged, upon a written consent of the legal person undergoing audit. The Chamber shall be notified in writing of the engagement of external experts.

6 (2) Where, in carrying out audit of individual specific areas, an expert opinion and evaluation of the appropriate experts should be obtained, mutual rights and obligations shall be regulated by a contract. Working Papers Article 14 (1) A legal person undergoing audit shall make available to the certified auditors and persons authorised by them for carrying out audit, all the required papers, documentation and reports and shall allow access to computer programs and provide all the information necessary for carrying out audit. (2) A legal person shall, during the working hours, provide access to and use of the business premises for carrying out audit to the certified auditors and persons authorised by them, and shall make the appropriate equipment and staff available. (3) A legal person, using information technology in its operation, shall provide access to the certified auditors and to the persons authorised by them, to all the programs and electronic records, including the print-outs and copies on the electronic media, and shall at the auditor s request, provide assistance in running the programs and information concerning the use of these programs. (4) If a legal person fails to ensure the carrying out of audit in accordance with the provisions of paragraphs 1 to 3 of this Article, the certified auditor shall indicate that fact in the audit report and shall notify the Chamber thereof. Article 15 (1) The certified auditor shall prepare the integrated and comprehensible working papers, supporting the audit opinion. The Chamber shall regulate the form and contents of the working papers by special ordinances. (2) Working papers, compiled and prepared by the certified auditor, audit firm and independent auditor, shall be kept for a minimum of ten years, starting from the business year to which the audit relates. (3) Working papers and documentation, compiled in the course of audit, shall be in the ownership of the audit firm and independent auditor, shall be confidential and may be used exclusively for the auditing purpose, in accordance with the Data Protection Act. Exceptionally, they may be used for the purpose of audit quality control, performed by the Chamber. (4) Working papers, which support the audit report and which are compiled in a form and contents provided for by the Chamber, shall be prepared in the Croatian language. Article 16

7 (1) The certified auditor, audit firm and independent auditor shall treat as confidential all the data, facts and circumstances of which they have become aware in the course of carrying out audit. (2) Business secrets and information shall also be safeguarded by other persons who are employed or were employed with the audit firm or with the independent auditor, and to whom the confidential data, referred to in paragraph 1 of this Article, are accessible in any way. They themselves may not make use of these data, nor may they disclose them to third parties or allow the third parties to make use of them. (3) Business secrets shall be protected in accordance with the Data Protection Act. (4) The audit firm and independent auditor shall disclose the data, if this is necessary for establishing the facts in investigative or criminal procedures, and if such disclosure is requested in writing by a court in criminal or investigative procedures. Audit Report (1) The audit report on the audit of financial statements carried out (hereinafter: audit report) shall be prepared in accordance with the International Standards on Auditing. (2) The audit report shall contain a clearly expressed opinion, in a written form, on the financial statements viewed as a whole. (3) The audit report on the audit carried out for specific purpose shall be prepared in accordance with the special regulations. (4) The audit report shall be prepared and signed by the certified auditor, in his/her own name, and by the authorised representative, in the name of the audit firm or independent auditor. (5) The audit report shall be prepared and published in the Croatian language. (6) The audit report shall be accompanied by the financial statements that were subject to audit. Professional Indemnity Insurance Article 18 The audit firm or independent auditor shall take out and renew the professional indemnity insurance policy with the insurer in the Republic of Croatia, in order to be insured against damage that could be inflicted on third parties in the course of providing audit services. Article 19 (1) For damage that the audit firm or independent auditor could inflict in the course of providing audit services, a minimum insurance cover per loss event shall be HRK 300,

8 (2) For damage that the audit firm could inflict in the course of carrying out audit of banks, pension and investment funds and insurance companies, a minimum insurance cover per loss event shall be HRK 3,000, (3) For damage that the audit firm or independent auditor, referred to in Article 26 of this Act, could inflict in providing audit services, a minimum insurance cover per loss event shall be HRK 100, (4) Audit companies and independent auditors from the EU Member States and other countries may not be granted a license by the Chamber for carrying out audit in the Republic of Croatia, unless they have taken out professional liability insurance with the insurer from the Republic of Croatia. The insured amount shall be determined in a manner prescribed by the provisions of paragraphs 1, 2 and 3 of this Article. (5) The Chamber, as a policyholder, may conclude professional liability insurance contracts with the insurers to the benefit of its members, i.e. audit firms or independent auditors, as the insured. Fees for Audit Carried Out and the Rate Article 20 (1) A fee shall be paid for the audit carried out. The amount of fee shall be determined by the contract. (2) Audit firm and independent auditor shall be entitled to a fee for the audit carried out, which may not be below the tariff for audit services, determined and adopted by the Chamber, upon the approval of the Ministry of Finance. (3) The tariff, referred to in paragraph 2 of this Article, determining the lowest amount of fees shall be published in the Official Gazette. Prohibition against Audit of Individual Legal Persons Article 21 A certified auditor may not carry out audit of the legal person: 1. in which he/she owns interest or shares 2. in which he/she participated in keeping of business books or in preparation of financial statements for the year in which the audit is carried out 3. in which he/she is a member of supervisory or management board, procurator, proxy or in which he/she is employed, 4. in which his/her spouse, a person related by blood in direct line up to the second degree, is a member of supervisory or management board, or a procurator, and 5. where other circumstances exist, threatening his/her independence and objectivity. Article 22 (1) Audit firms and independent auditors may not carry out audit of the legal person:

9 1. in which they own interest or shares 2. which owns interest or shares in the audit firm 3. in which they participated in keeping business books or in preparation of financial statements for the year in which the audit is carried out 4. with which they are connected in such a manner that a doubt as to the independence and objectivity of audit could arise, and 5. where other circumstances exist, threatening their objectivity. (2) Audit firm or independent auditor may not carry out audit in a legal person in which their shareholders, or members, hold interest in registered capital, including indirect ownership of a controlling company and dependent companies. Article 23 A certified auditor shall immediately notify the audit firm, or independent auditor with whom he/she is employed, of the occurrence of circumstances referred to in Article 21 of this Act. Article 24 A shareholder, or a member, of the audit firm shall immediately notify the audit firm of the occurrence of circumstances referred to in Article 22 of this Act. Article 25 Owners, or shareholders, of the audit company, as well as management and supervisory board members may not influence the carrying out of audit and expression of the audit opinion, which would threaten independence and objectivity of the auditor carrying out audit on behalf of the audit firm. Article 26 An independent auditor and audit firm employing only one certified auditor may not carry out audit of financial statements of: 1. joint stock companies and limited liability companies the annual revenue of which exceeds HRK 40,000, companies whose securities are listed in the first quotation or in the public companies quotation 3. banks, investment funds, pension funds and pension insurance companies, insurance companies, brokerage firms, or other legal persons providing financial services for which the governing law prescribes an additional scope of audit 4. consolidated financial statements. IV AUDIT COMMITTEE Article 27 (1) Public interest entities shall be obliged to set up the audit committee.

10 (2) Public interest entities, in terms of this Act, shall be as follows: a) companies whose securities are quoted on the stock exchange in the first quotation or in the public companies quotation b) banks and other financial institutions, referred to in Article 6 of this Act c) companies of the special state interest, the registered capital of which exceeds HRK 300,000,000.00, in accordance with the decision of the Government of the Republic of Croatia on the listing of companies of the special state interest. (3) The audit committee shall consist of the members of supervisory board and members appointed by the supervisory board. (4) A least one member of the audit committee shall be competent in the area of accountancy and/or audit. Article 28 The audit committee shall: - monitor the financial reporting procedure - monitor the efficiency of the internal control system, internal audit and risk management system - supervise the carrying out of audit of annual financial and consolidated statements - monitor independence of independent auditors or audit firms carrying out audit, and contracts on ancillary services, in particular, - give recommendations to the assembly on the appointment of an independent auditor or audit firm - discuss the plans and annual report of the internal audit, and on important issues relating to this field. Article 29 An independent auditor or audit firm shall report to the audit committee on the key issues arising from audit and on significant weaknesses of internal control concerning the financial reporting process, in particular. V CROATIAN CHAMBER OF AUDITORS Article 30 (1) The Chamber shall be a professional organisation of audit firms, independent auditors and certified auditors operating on the territory of the Republic of Croatia. (2) The Chamber shall have a legal personality and public authorities, as determined by this Act, articles of association and other by-laws. The by-laws issued by the Chamber in exercising public authority shall be public documents.

11 Founders of the Chamber Article 31 (1) Audit firms, established under the Audit Act (Official Gazette, No. 90/92), which are licensed by the Ministry of Finance of the Republic of Croatia, shall be the founders of the Chamber. (2) Audit firms, or independent auditors, shall have one (1) vote in deciding in the Chamber bodies, regardless of the number of certified auditors employed. Competence and Tasks of the Chamber Article 32 (1) The Chamber shall be competent and shall perform the tasks in the area of audit services and other expert fields associated with audit. (2) The Chamber: 1. shall translate, publish and interpret the International Standards on Auditing 2. shall adopt the code of professional ethics for auditing profession 3. shall determine the tariff for audit services 4. shall propose the program of audit examinations, propose the syllabus of examination of knowledge of legislation of the Republic of Croatia, organise professional education and certified auditor examinations 5. shall issue certified auditor certificates 6. shall prescribe the conditions and recognise foreign documents certificates of certified auditors 7. shall keep the register of certified auditors and registers of independent auditors, joint audit offices and audit firms 8. shall grant a prior approval for the enrolment of the establishment of audit firms in the court register and for the entry of changes concerning these firms in the court register 9. shall grant and withdraw operating licenses for independent auditors and audit firms 10. shall set the contribution rate, membership fee, and other fees 11. shall take care of the auditing profession reputation 12. shall set the minimum requirements for performing quality control of audits carried out by audit firms, independent auditors and certified auditors 13. shall supervise the work and control the quality of audits carried out by audit firms, independent auditors and certified auditors, take disciplinary actions, where necessary, and shall take the appropriate measures for the elimination and sanctioning of the established irregularities, of which it shall notify the Ministry of Finance every six months 14. shall organise professional consultancies aimed at professional education of certified auditors and shall adopt the education program 15. shall determine the uniform position and publish translations of the interpretations related to the application of audit rules, along with an on-going monitoring of professional development of the auditing profession 16. shall provide expert opinions and explanations to the Chamber members and to third parties at their request

12 17. shall monitor the implementation of rules, propose the amendments to the rules and participate in the process of adopting or amending the rules 18. shall perform other tasks, as provided for by this Act, or by the articles of association of the Chamber. (3) In the decision-making process of the Chamber, the provisions of the General Administrative Procedure Act shall apply, unless otherwise provided for by this Act. Data Protection Article 33 (1) The Chamber shall treat as confidential all the data, facts and circumstances of which it becomes aware in the course of a decision-making process concerning individual issues of the Chamber. (2) The provisions of paragraph 1 of this Article shall apply, as appropriately, to members of the Chamber bodies, Chamber employees, or other persons to whom confidential data are accessible in their work at the Chamber. (3) Business secrets shall be safeguarded in accordance with the Data Protection Act. FINANCING OF THE CHAMBER Article 34 (1) The Chamber shall be financed from the contributions and membership fees of its members, from fees for taking certified auditor examinations and from other revenues. (2) The rate at which contribution is paid by audit firms and independent auditors on their income earned, amount of membership fee, fee for organising professional education and taking certified auditor examination, as well as other revenues, shall be determined by the Chamber's decision, upon a prior approval by the Ministry of Finance. Articles of Association of the Chamber Article 35 (1) Articles of association of the Chamber shall regulate in particular: organisation of the Chamber, competence, composition, method of appointment, rights and obligations of the Chamber bodies, rights and obligations of audit firms, independent auditors and certified auditors towards the Chamber, disciplinary action for identifying violations of duty and reputation of audit firms, independent auditors and certified auditors, bodies competent for initiating and conducting disciplinary actions, as well as other issues important for regulating the provision of audit services. (2) Articles of association shall be approved by the Ministry of Finance.

13 Publication of Documents Article 36 (1) The Chamber shall publish in the Official Gazette, the official journal of the Republic of Croatia, the following: 1. articles of association 2. International Standards on Auditing 3. tariff for audit services 4. decision on the rate of contribution, i.e. membership fee. (2) By-laws and other documents, which the Chamber adopts in accordance with the articles of association, shall be published in the Chamber's journal and on its web site. (3) Registers of independent auditors, joint audit offices and audit firms, data on the members of management board and owners of audit firms and the register of certified auditors shall be accessible to the public. The registers shall contain: name, address and registration number of independent auditors, joint audit offices and audit firms, first and last names and registration number of certified auditors and the name of audit firm or independent auditor with which they are employed. The registers shall be regularly updated and published in the Chamber's journal and on its web site. Chamber Bodies Article 37 (1) The Chamber bodies shall be the following: 1. assembly 2. governing board 3. chairman of the Chamber, and 4. other bodies of the Chamber (2) Competences, tasks and method of work of the Chamber bodies shall be determined by this Act and articles of association. (1) The assembly shall: Assembly Article adopt articles of association and other by-laws of the Chamber 2. determine the tariff for audit services 3. adopt the decision on the rate of contribution and membership fee 4. determine the prices of services provided by the Chamber 5. adopt the code of professional ethics for auditing profession 6. set the rules for supervisory and arbitration procedures

14 7. appoint members of the governing board, chairman of the Chamber and members of other bodies, as provided for by the articles of association 8. determine the program and work plan, financial plan and annual report on the Chamber's work, and shall approve financial statements. (2) The assembly may also decide on other issues, as provided for by the articles of associations. Governing Board Article 39 (1) The Chamber shall be governed by the governing board. (2) The governing board shall: 1. propose the programs for the Chamber operation and development, and shall monitor their implementation 2. propose the tariff for audit services 3. propose the rate of contribution and membership fee 4. propose the prices for services provided by the Chamber 5. determine the minimum form and contents of working papers for carrying out audit 6. determine the minimum requirements for methodology of performing audit quality control 7. decide on granting and withdrawing licenses for carrying out audit 8. publish the translated International Standards on Auditing and other rules of the auditing profession 9. perform other expert tasks and provide services related to the development of the auditing profession, in accordance with the Chamber s articles of association 10. provide expert opinion and explanations to the Chamber members, at their request 11. adopt ordinances and by-laws in accordance with the Chamber s articles of association 12. perform other tasks, as provided for by the Chamber s articles of association. (3) The governing board of the Chamber shall have eleven (11) members, as follows: 1. chairman of the Chamber, which is also a member of the governing board 2. one member, appointed by the Ministry of Finance 3. nine members appointed by the assembly of the Chamber, from among certified auditors enrolled in the Chamber s register, on the condition that they are employed at an audit firm or with an independent auditor. Only one member may be appointed from the same audit firm, or independent auditor. The members are appointed on the regional principle. (4) Members of the governing board shall be appointed for a period of four years. Upon the expiry of their term of office, they may only be appointed to serve their second term. Chairman of the Chamber Article 40

15 (1) The chairman of the Chamber shall manage the operations of the Chamber, shall represent the Chamber and shall be responsible for the lawfulness of its operation. (2) A person satisfying the following conditions may be appointed chairman of the Chamber: 1. holding certified auditor certification 2. a minimum ten years of auditing experience 3. citizen of the Republic of Croatia 4. no prior legally valid conviction for criminal acts against the payment transactions safety and operations. (3) The chairman of the Chamber shall be appointed by the assembly. (4) The chairman of the Chamber shall be appointed for a period of four years. Upon the expiry of his/her term, he/she may only be appointed to serve the second term. Reporting to the Chamber Article 41 (1) An audit firm shall report to the Chamber the following facts and conditions: 1. changes in data entered in the court register 2. shareholders of audit firms and changes in business interests 3. acquisition of shares or business interests in another legal person, in the case of occurrence of the conditions prescribed by the provisions of Article 22 of this Act. (2) An independent auditor shall report to the Chamber the following changes: 1. data entered in the register of the Chamber 2. acquisition of shares or business interests in the case of occurrence of the conditions prescribed by the provisions of Article 22 of this Act. (3) A certified auditor shall notify the Chamber of the acquisition of shares or business interests in the case of occurrence of the conditions prescribed by the provisions of Article 21 of this Act. VI PUBLIC OVERSIGHT Article 42 (1) The Ministry of Finance shall carry out public oversight of Chamber s work. (2) In carrying out public oversight, the Ministry of Finance shall, in particular, oversee the following: - lawfulness of operations and actions of the Chamber - efficiency, cost-effectiveness and efficacy of the work of the Chamber - internal structure and organisation of the Chamber and competence of its staff for performing the tasks within the competence of the Chamber - relationship of the Chamber staff to the audit firms, independent auditors, audited entities and other parties.

16 (3) The Ministry of Finance shall review the annual report on the work of the Chamber, which must be delivered by the Chamber within 30 days from its adoption by the assembly. The Ministry of Finance shall notify in writing the Government of the Republic of Croatia, once a year, of the work of the Chamber. (4) For the purpose of carrying out public oversight, the Ministry of Finance may request, as appropriate, the relevant reports and data on the work and completed tasks of the Chamber. (5) Where, in carrying out public oversight, the Ministry of Finance establishes that there are certain illegal actions and irregularities arising from the oversight, referred to in paragraph 2 of this Article, it: - shall request the report and other data on the identified irregularities - shall propose measures which the Chamber must take for the purpose of their elimination - shall initiate the procedure for determining responsibility of the Chamber s staff - shall convene the assembly of the Chamber, where this is necessary for the protection of lawfulness and good repute of the auditing profession - may dismiss the governing board and remove the chairman from office, if it has established serious irregularities in their work, i.e. if they have failed to fulfil their legal obligations even after having been cautioned - shall take other measures within its competence. (6) The Ministry of Finance shall cooperate with public oversight authorities for the auditing profession from other countries. (7) In the public oversight procedure, the provisions of the General Administrative Procedure Act and Administrative Disputes Act shall apply, as appropriately. VI OVERSIGHT AND AUDIT QUALITY CONTROL OF AUDIT FIRMS, INDEPENDENT AUDITORS AND CERTIFIED AUDITORS Article 43 The Chamber shall carry out oversight and control of the work of audit firms, independent auditors and certified auditors in order to examine whether they operate and carry out audit in accordance with this Act, the International Standards on Auditing and other rules of the auditing profession. Article 44 (1) The Chamber shall perform oversight and control of the quality of audits carried out, reports of audit firms and independent auditors, contracts and fees for audits carried out, assessment of internal quality control system of audit firms, control of ownership and management structure, employment of certified auditors and control of other areas, in accordance with the provisions of this Act (hereinafter: audit quality control).

17 (2) The Chamber shall perform the audit quality control at least once in six years, or at least once in three years in the case of independent auditor or audit firm carrying out audit of public interest entities. (3) The Chamber shall notify the audit firm and independent auditor in writing of the audit quality control, 30 days prior to the onset of audit quality control. Article 45 (1) The audit quality control shall be performed by the Chamber staff, certified auditors with a minimum of ten-year audit experience, who shall be appointed by the Chamber's governing board. The appointment of the certified auditors shall be carried out in an objective manner in order to prevent a conflict of interest between a person performing audit quality control and the controlled entities. (2) The audit quality control shall be organised in a manner which ensures independency from auditors and entities subject to control, and so that it is the subject of public oversight. Scope of Audit Quality Control Article 46 (1) An audit firm or independent auditor, subject to audit quality control, shall allow to the person authorised by the Chamber examination of audit reports and working papers of auditors, on the basis of which the audit reports have been prepared, as well as of other documents, in accordance with the purpose of audit quality control. (2) The entity subject to audit quality control shall allow to the person authorised by the Chamber, at his/her request, the carrying out of audit quality control at its head office. (3) The method of document examination shall be established by the Chamber by-laws. Audit Quality Control Report Article 47 (1) Following the audit quality control, a report shall be prepared, containing significant findings and conclusions, and shall be delivered to the entity subject to control. (2) The Chamber shall publish once a year in its official journal and on its web site, the final results of the audit quality control. Taking Measures on the Basis of the Performed Audit Quality Control Article 48 If the Chamber, in performing the audit quality control, has established that an audit firm or independent auditor have failed to act in accordance with the provisions of this Act and other rules of the auditing profession, it shall take the following measures:

18 1. issue order for the elimination of irregularities 2. impose additional measures required for the elimination of irregularities 3. initiate disciplinary action. Order for the Elimination of Irregularities Article 49 The Chamber shall issue an order for the elimination of irregularities (hereinafter: the order) to the audit firm and independent auditor: 1. if the ownership structure and management board of the audit firm is not compliant with this Act, 2. if they carry on the activity which is not permitted in accordance with this Act, 3. in other cases, as provided for by the Chamber's articles of association. The order shall contain: Article description of irregularities, the elimination of which is ordered 2. the time limit within which the entity subject to audit control is to eliminate the irregularities and produce the report on their elimination 3. method of elimination of irregularities 4. list of documents or evidence as to the elimination of irregularities which the audit firm or independent auditor are obliged to present to the Chamber 5. explanation 6. legal remedy Article 51 The audit firm or independent auditor shall have a right to file a written complaint against the order, within 15 days from its receipt. The Chamber shall decide on the complaint within three days following its receipt. Report on the Elimination of Irregularities Article 52 The audit firm or independent auditor shall, within the time limit specified in the order, eliminate the established irregularities and deliver a report to the Chamber, in which they shall describe the measures taken and enclose evidence as to the elimination of irregularities. Additional Measures Article 53 By the additional measures, the Chamber shall instruct the management board of the audit firm or independent auditor to act as follows: 1. improve the internal quality control system procedures in carrying out audit

19 2. improve internal control procedures in handling confidential data 3. other measures, required for the appropriate implementation of this Act, the International Standards on Auditing and other rules of the auditing profession. VIII GRANTING AND WITHDRAWING THE LICENSE FOR CARRYING OUT AUDIT Prior License Article 54 (1) The audit firm shall, prior to the enrolment of its establishment in the court register, i.e. prior to the entry of the appropriate change of activity in the court register, obtain a prior license by the Chamber for providing audit services and for the enrolment. Application and Granting of License Article 55 (1) The application for granting of license for carrying out audit shall be submitted to the Chamber. (2) The application for granting of license shall be accompanied by the following: 1. articles of association of the company or other appropriate deed of establishment, in accordance with the provisions of the Companies Act 2. evidence that persons establishing the company satisfy the conditions referred to in Articles 4 and 7 of this Act, unless these persons are enrolled in the register of the Chamber 3. for audit firms and independent auditors from the EU Member States, or other countries, the opinion of the competent auditing authority (institute, chamber, association, etc.), which shall include the following: - contents of regulations of the respective country, which govern the conditions for carrying out audit and audit quality control - statement of the competent auditing authority that the audit firm or certified auditor in the Member State, or in another country, has a right to provide audit services or that there are possible restrictions on providing these services - statement of the competent auditing authority that it will notify the Chamber of all the measures of audit quality control imposed on the audit firm or certified auditor from the Member State, or another country. (3) The application for granting of license for independent auditors shall be accompanied by a certificate of no prior conviction for criminal acts against the payment transaction safety and operations, and a certificate of meeting the conditions prescribed by Articles 4 and 7 of this Act. (4) On the basis of a complete and documented application, the Chamber shall grant the license for carrying out audit to an audit firm and independent auditor, within 30 days from the date of application receipt.

20 Enrolment in the Register of the Chamber Article 56 (1) The audit firm shall be enrolled in the register of the Chamber on the basis of the application and the enclosed decision of the competent commercial court, while the independent auditor shall be enrolled on the basis of the application. (2) The entity referred to in paragraph 1 of this Article shall report to the Chamber any changes in the court register, within 30 days from the date the change has been effected. (3) Certified auditors shall be considered enrolled in the register of the Chamber upon the issuance of the certificate. Removal from the Register of the Chamber Article 57 (1) An audit firm shall be removed from the register of the Chamber: - at its own request - if it has provided false data when submitting the application for granting the license - if the grounds for a termination of the audit firm occur, in accordance with the provisions of the Companies Act - if the Chamber has withdrawn the license, or - where the conditions, referred to in Article 4 of this Act, are no longer met. (2) The independent auditors shall be removed from the register of the Chamber: - at their own request - if they have provided false data when submitting the application for granting the license - if the Chamber has withdrawn the license. (3) The certified auditors shall be removed from the register of the Chamber: - at their own request - if they have provided false data when submitting the application for granting the license. (4) Upon the removal from the register of the Chamber, the license shall be withdrawn from the audit firm or independent auditor. Delivery of the Decision on the Removal from the Register of the Chamber Article 58 (1) Following the occurrence of the circumstances, referred to in paragraphs 1 and 2 of Article 57, the Chamber shall issue a decision on the removal of the audit firm or independent auditor from the register of the Chamber.

21 (2) The Decision, referred to in paragraph 1 of this Article, shall be delivered by the Chamber to the commercial court where the firm is enrolled: 1. upon the expiry of 30 days following the delivery of the decision to the audit firm, unless a complaint to the Administrative Court has been filed against that decision, within that time limit 2. when the Administrative Court confirms, by a ruling, the decision on the removal of the audit firm or independent auditor from the register of the Chamber. Initiation of the License Withdrawal Procedure Article 59 (1) The Chamber shall assess and initiate the procedure for license withdrawal ex officio. The reasons shall be indicated and explained in the request for license withdrawal. (2) The Chamber shall issue a decision on the initiation of the license withdrawal procedure. (3) The decision on the initiation of the license withdrawal procedure shall contain: 1. description of the facts, actions or circumstances that may represent the grounds for initiating the license withdrawal procedure 2. indication of documents and other evidence on the basis of which the Chamber has initiated the procedure 3. explanation of the decision on the procedure initiation. (4) In the decision on the initiation of the license withdrawal procedure, as a result of the occurrence of grounds for termination of the audit firm or independent auditor, the Chamber shall determine the time limit of 30 days, within which the audit firm or independent auditor shall make a statement on the grounds for initiating the license withdrawal procedure. (5) The measure of license withdrawal shall be imposed, in particular: a) where the audit firm or independent auditor have been granted the license, after deliberately concealing the existence of legal impediments to obtaining the license b) where, in the period for which the right to carry out audit has been temporarily suspended for the audit firm or independent auditor, they carry out audit or violate that measure in any other manner c) if they fail to observe the legal provisions ensuring the validity of audit carried out d) if they prepare the audit report which is not based on actual facts. Statement Concerning the Decision on the Initiation of the License Withdrawal Procedure Article 60 In the statement on the grounds for the license withdrawal, the audit firm or independent auditor against whom the procedure has been initiated may indicate the facts showing that license withdrawal is not grounded and may provide evidence supporting the existence of the stated facts. If the person against whom the procedure has been initiated makes reference in his/her statement to the material evidence, they shall be enclosed to the statement.

22 Deciding on the License Withdrawal Article 61 (1) The Chamber shall decide on the license withdrawal within 30 days from the date of the receipt of the statement on the grounds for the license withdrawal, i.e. from the expiry of the time limit for making the statement. (2) The Chamber may decide on the license withdrawal only on the basis of the facts, actions or circumstances as a result of which the decision on the initiation of the license withdrawal procedure has been issued and only on the basis of the documents and other evidence that are indicated in the decision on the procedure initiation, and those that are produced by the person against whom the procedure has been initiated in the statement on the grounds for the license withdrawal. Termination of the Procedure Article 62 (1) The Chamber shall terminate the license withdrawal procedure in the following cases: 1. where, on the basis of the evidence produced in the statement, it has established that there are no grounds for withdrawing the license 2. where it has established that the occurrence of circumstances indicated as the grounds for license withdrawal has not been proved. (2) The decision on the termination of the procedure shall be issued by the Chamber within 30 days from the receipt of the statement. License Withdrawal Decision Article 63 (1) The license withdrawal decision shall contain the following: 1. indication as to the license withdrawal, number and date of license issuance 2. name and head office of the audit firm, i.e. first and last name, birth date and address of the independent auditor whose license has been withdrawn 3. description of activities, procedures or circumstances representing the grounds for license withdrawal 4. period for which the license is withdrawn. (2) The period and conditions for its determination shall be prescribed by the Chamber s articles of association. (3) The license withdrawal decision shall be argumented. (4) The license withdrawal decision shall be delivered to the audit firm or independent auditor.

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