The auditor should submit the main features of the plan for the audit of the company to the audit committee annually.

The auditor should participate in meetings of the board of directors that deal with the annual accounts. At these meetings the auditor should review any material changes in the company’s accounting principles, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the executive management of the company.

The auditor should at least once a year present to the audit committee a review of the company’s internal control procedures, including identified weaknesses and proposals for improvement.

The board of directors should hold a meeting with the auditor at least once a year at which neither the chief executive nor any other member of the executive management is present.

The board of directors should establish guidelines in respect of the use of the auditor by the company’s executive management for services other than the audit.

The board of directors must report the remuneration paid to the auditor at the annual general meeting, including details of the fee paid for audit work and any fees paid for other specific assignments.

Commentary:

The requirements for an annual audit plan and for the auditor to participate in board meetings are intended to give the audit committee and the board of directors better insight into the work of the auditor and to represent an important supplement to the auditor’s necessary routine contact with the company’s executive management.

The knowledge and experience of the auditor is of particular value to the board of directors when it considers the company’s annual accounts. The annual accounts are the responsibility of the board and the chief executive, and making active use of the auditor when considering the accounts will improve the basis for the board’s decision.

In view of the auditor’s independence of the company’s executive management, the board of directors should hold at least one meeting a year with the auditor at which the company’s management is not present. For this purpose, the board must resolve to exclude the chief executive from the meeting in accordance with § 6-19 of the Public Companies Act.

In order to strengthen the board’s work on financial reporting and internal control, the auditor is required by the Auditing and Auditors Act to provide a report to the audit committee on the main features of the audit carried out in respect of the previous accounting year, including particular mention of any material weaknesses identified in internal control relating to the financial reporting process. The Auditing and Auditors Act imposes further requirements on the auditor to provide information to the audit committee that is appropriate to the duty of the audit committee to monitor the independence of the auditor. This information must be presented to the board if the whole board carries out the duties of the audit committee.

The requirement for the board of directors to issue guidelines in respect of the company’s ability to use the auditor for other services is intended to contribute to greater awareness of the auditor’s independence of the company’s executive management. The Auditing and Auditors Act includes more detailed provisions on the independence of the auditor.

The Accounting Act requires that the notes to the annual accounts provide information on the remuneration paid to the auditor and the breakdown of this remuneration between audit and other services. The Code of Practice does not consider it sufficient to provide these figures in the notes, and requires in addition that the general meeting should be informed of what services other than the audit have been provided by the auditor.

The Public Companies Act stipulates that the auditor must attend the general meeting if the business which is to be transacted is of such a nature that his or her attendance must be considered necessary. The auditor is, in any case, entitled to participate in the general meeting. The Code of Practice expects the board of directors to make arrangements for the auditor to participate in all general meetings.

The auditor is elected by the general meeting, cf. Asal. § 7-1. The auditor elected must serve until another auditor has been elected, cf. Asal. § 7-2. The auditor must attend the general meeting if the business which is to be transacted is of such a nature that his or her attendance must be regarded as necessary, cf. Asal. § 7-5. The auditor is, in any case, entitled to participate in the general meeting.

The Auditing and Auditors Act (Revisorloven), Chapter 4, sets out requirements for the independence and objectivity of the auditor.

The Auditing and Auditors Act stipulates at § 5a-3 that the auditor must provide a report to the audit committee on the main features of the audit carried out in respect of the previous accounting year, including particular mention of any material weaknesses identified in internal control relating to the financial reporting process. The auditor must also provide the audit committee with: 1. Annual written confirmation of the auditor’s independence, 2. Information on services other than statutory audit provided to the company during the course of the financial year, 3. Information on any threats to the auditor’s independence, and documentary evidence of the measures implemented to combat such threats. The information mentioned must be provided to the board of directors if the board as a whole carries out the duties of the audit committee pursuant to the relevant statutory exemption.
Auditors are required to identify any errors or shortcomings in respect of the company’s accounting and the management of its assets by means of an itemised letter addressed to the company’s management (in the case of a public joint stock company this will normally be the board of directors), cf. Revisorloven § 5-4 and Ot. prp. No. 75 (1997-98) Re. the Act on auditing and auditors, Section. 5.2.5..

The Financial Supervisory Authority of Norway (Finanstilsynet) has issued guidelines for auditors’ provision of advisory services to audit clients, cf. Finanstilsynet Circular No. 23/2003.

The remuneration paid to the auditor must be approved by the general meeting, cf. Asal. § 7-1. Regnskapsloven § 7-31a requires that the notes to the annual accounts provide information on the remuneration paid to the auditor and a breakdown of this remuneration between the audit fee and fees for other services.

Asal. § 7-4 stipulates that the audit report must be provided to the board of directors no later than 22 days before the general meeting.