Consultation Paper No. 9 of 2020 – Proposed Amendments to the ADGM Auditors’ Framework — FSRA — AE

CONSULTATION PAPER
NO. 9 OF 2020
PROPOSED AMENDMENTS TO THE
ADGM AUDITORS’ FRAMEWORK
17 December 2020

Consultation Paper No. 9 of 2020
Contents
Introduction........................................................................................................................... 3
Why are we issuing this paper? .............................................................................................3
Who should read this paper?.................................................................................................3
How to provide comments .....................................................................................................3
What happens next?..............................................................................................................3
Comments to be addressed to:..............................................................................................3
Background...........................................................................................................................4
Key Policy Considerations.....................................................................................................4
Single Registration Framework with Tiered Requirements ......................................................4

Consultation Paper No. 9 of 2020
Why are we issuing this paper?

The Registration Authority of Abu Dhabi Global Market (ADGM) has issued this Consultation
Paper to invite public comment on its proposals to enhance its current Auditors’ Framework. In order to determine the most effective changes needed we have undertaken an extensive review of our current framework against international standards in auditing. Accordingly, the changes we are proposing in this consultation paper will ensure ADGM’s Auditors framework and regulatory oversight of Auditors continues to evolve to meet the ongoing changes in international standards, and are best in class. Who should read this paper?
The proposals in this Consultation Paper will be of interest to all auditors practicing or proposing
to practice in ADGM, to individuals and organisations operating within the ADGM, as well as their legal advisors. How to provide comments
All comments should be in writing and sent to the address or email specified below. If sending
your comments by email, please use the Consultation Paper number in the subject line. ADGM reserves the right to publish, including on its website, any comments you provide, unless you expressly request otherwise at the time of making comments. Comments supported by reasoning and evidence will be given more weight by ADGM. What happens next?
The deadline for providing comments on this proposal is Thursday, 28 January 2021. Once we
receive your comments, we will consider whether any modifications are required to this proposal. We will then proceed to enact the proposed amendments. You should not act on these proposals until the relevant regulations are issued. We will issue a notice on our website when this happens. Comments to be addressed to:
Consultation Paper No. 9 of 2020
Abu Dhabi Global Market
ADGM Square
Al Maryah Island
PO Box 111999
Abu Dhabi, UAE
Email: consultation@adgm.com
Introduction
Introduction

Consultation Paper No. 9 of 2020

A strong and innovative auditor framework with effective oversight promotes high standards of
financial audits. High quality financial audit underpins business confidence, investor protection and contributes to market and financial system integrity. Strong auditor oversight also enhances the integrity and reputation of ADGM and its participants.
The current ADGM legal framework governing auditors was based on the UK Companies Act
It provides a straightforward approach to auditor registration eligibility and oversight.
However, since the framework was initially implemented, international standards have progressed, including the enactment of new EU legislation covering audit regulation.
Given these international developments and ADGM’s growth, we propose to enhance ADGM’s
auditor framework.
Single Registration Framework with Tiered Requirements
We propose that all auditors must apply for registration in ADGM in order to be eligible for
appointment by ADGM entities that are required to be audited pursuant to ADGM regulations and rules. This will ensure that the relevant ADGM regulatory authorities have access to high quality audits of the firms they regulate as well as the necessary and adequate oversight to ensure high quality financial audits continue to be undertaken and completed in ADGM. Just as importantly it will provide company shareholders and other relevant stakeholders of ADGM entities access to high quality audit reports to evaluate and make informed decisions regarding those entities.
Once registered, we propose that auditors should only perform audits on companies that are
appropriate for the auditor’s capacity and experience.
To achieve this, we propose the introduction of a three tiered requirements structure, whereby:
 first tier auditors must satisfy a base level of requirements, including systems and controls complying with the International Standards on Auditing (ISAs), adequate professional indemnity insurance being in place, adequate resources available to conduct the audits in a timely and effective manner, registration of audit principals and reporting obligations to the Registrar;  second tier auditors, including auditors of Public Interest Entities (PIEs)(such as public companies and investment funds), must satisfy additional requirements in relation to, among other things, independence, performance and rotation;  third tier auditors, being auditors of all FSRA regulated licensed persons (that is, financial institutions) must satisfy further requirements regarding resourcing, experience in auditing financial institutions and additional audit reporting.
This approach will ensure there are minimum standards imposed on all auditors, through the first
tier requirements, with second and third tier auditors having to satisfy additional requirements in order to be eligible to audit more complex and systemically important entities. Background Key Policy Considerations

Consultation Paper No. 9 of 2020
Q1. DO YOU HAVE ANY COMMENTS ABOUT THE PROPOSAL TO INTRODUCE A THREE-TIERED REGISTRATION FRAMEWORK? Audit Quality Requirements
8. The proposed enhanced framework contains requirements to ensure that auditors comply with
international auditing standards, such as audit quality requirements, as well as ethical and independence considerations.
9. We propose introducing specific independence-related requirements, including prescribing
prohibited non-audit services and rotation timeframes for auditors and audit principals. These requirements are in keeping with the benchmarked international standards for governance and independence. For instance, auditors and audit principals must not accept any appointment or perform any audit work if they have, or may reasonably be perceived to have, any interest that is likely to conflict with the Code of Ethics, the Rules or any other applicable legal requirements.
10. Audit principals are responsible for managing the conduct of audit work and signing audit reports
on behalf of the auditor. Therefore, we have proposed obligations on principals including the need for professional qualifications, the completion of continuous professional development and at least 5 years’ of relevant post qualification audit experience in the preceding 7 years, including at least 2 years’ of experience in a managerial role supervising and finalising audits. The principles on auditors of integrity, professional competence and cooperation with the Registrar will also be applied to audit principals. Q2. DO YOU HAVE ANY COMMENTS ABOUT THE PROPOSALS REGARDING THE INTRODUCTION OF SPECIFIC AUDIT QUALITY REQUIREMENTS? Role and Powers of the Registrar
11. The Registrar will continue as the competent authority for auditors and audit principals. The
proposed enhanced framework sets out the Registrar’s further responsibilities and powers in this regard.
12. These responsibilities and powers include, among other matters, registration and licensing of
audit firms, registration of audit principals, conducting quality control inspections and having the power to access working documents supporting the auditors’ opinion and reports. In addition, the Registrar will have the power to sanction audit firms and, where appropriate, audit principals.
13. We have also proposed the inclusion of clearly defined discretionary powers for the Registrar,
including with respect to the granting of waivers and modifications, to allow for practical and timely responses to circumstances such as auditors not fully meeting registration requirements but have demonstrated sufficient capability and a commitment to doing so. Q3. DO YOU HAVE ANY COMMENTS ON THE REGISTRAR’S ROLE AND RESPONSIBILITIES AND DISCRETIONARY POWERS, AS SET OUT IN THE PROPOSED ENHANCED FRAMEWORK? Monitoring and Enforcement
14. The enhanced framework includes comprehensive monitoring and enforcement provisions, with
investigation and sanctioning powers which accord with international standards as well as IOSCO’s Enhanced Multilateral Memorandum of Understanding requirements.

Consultation Paper No. 9 of 2020
15. Consistent with good regulatory practice, the Registrar’s approach to audit quality monitoring will
be transparent, with the Registrar being required to issue reports on auditor monitoring activities undertaken. Transition period for existing auditors
16. The proposed framework provides for transitional arrangements for audit firms currently
registered in ADGM. This will ensure that there is continuity of audit services following the introduction of the new requirements.
17. We propose a transition period for presently registered auditors before the new requirements take
effect of the earlier of 12 months from the commencement of the amendments or auditor’s reregistration.
18. Provisions regarding the role and powers of the Registrar would take effect immediately from the
date of enactment.
Revised fee structure
19. As part of the review, the working group considered auditor registration and renewal fees.
Benchmarking was carried out involving various comparable jurisdictions. Based on consideration of the benchmarking of other jurisdictions, we propose a revised auditor fee structure as set out in Schedule 3 of the proposed Companies Regulations (Auditors) Rules 2020.
20. This will apply to (a) existing auditors at the time of renewal of registration and (b) new auditor
registration applications on the date of enactment of the enhancements. Q4 DO YOU HAVE ANY COMMENTS ON THE REVISED FEE STRUCTURE? Other
21. The proposed framework will principally be effected by the enactment of the Companies
Regulations (Amendment No. 2) Regulations 2020 and the Companies Regulations 2020 (Auditors) Rules 2020. Similar changes are also made to the Limited Liability Partnership Rules 2020, in so far as they mirror the Companies Regulations 2020 (Auditors) Rules 2020. Finally, some consequential changes have been made to the Commercial Licensing Regulations 2015, through the enactment of the Commercial Licensing Regulations (Amendment No. 1) 2020 and the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018.
22. We have also taken the opportunity to make some amendments to reflect the ADGM policy
position that only audit firms may be registered as auditors in ADGM.

Consultation Paper No. 9 of 2020
Annex A: Companies Regulations (Amendment No. 2) 2020
Annex B Companies Regulations 2020 showing effect of proposed amendments
Annex C: Commercial Licensing Regulations (Amendment No. 1) 2020
Annex D: Commercial Licensing Regulations 2015 showing effect of proposed
amendments
Appendix 1: Companies Regulations 2020 (Auditors) Rules 2020
Appendix 2: Commercial Licensing Regulations 2015 (Controlled Activities Rules) 2018
Appendix 3: Limited Liability Partnership Rules 2020

Annex A: Companies Regulations (Amendment No. 2) 2020

Annex A
COMPANIES REGULATIONS (AMENDMENT No. 2) 2020

Annex A
COMPANIES REGULATIONS (AMENDMENT No. 2) 2020
Regulations to amend the Companies Regulations 2020 Date of Enactment: [•] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations.

AMENDMENTS TO THE COMPANIES REGULATIONS 2020
(1) The Companies Regulations 2020 are amended as follows:
(2) In paragraph 418(5)(a), delete the words “(where the auditor is a firm)”. (3) In paragraph 420(4)(a), delete the words “(where the auditor is a firm)”. (4) In paragraph 421(4)(a), delete the words “(where the auditor is a firm)”. (5) In Section 447, a new sub-section (5) is inserted immediately after sub-section (4) as follows:
"A company that is not exempt from audit must appoint an auditor who is eligible for appointment under Part 35 of these Regulations and any Rules made thereunder, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for auditors of such companies." and sub-sections (5) and (6) are renumbered accordingly. (6) In sub-section 473(3):
(a) delete the words “Where the auditor is a firm” and replace those words with “The”; (b) insert the words “of the company’s auditor” immediately after the word “right”. (7) Section 475 is replaced by the following:
"475. Senior auditor
(1) The senior auditor means the individual appointed by the audit firm as the audit principal in relation to the audit in accordance with Rules made by the Registrar under Part 35 of these Regulations. (2) The senior auditor must be eligible for appointment as audit principal of the company in question, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for audit principals of such companies." (8) In paragraph 476(1)(a), delete the words “(where the auditor is a firm)”.

Annex A
(9) In sub-section 477(1), delete the words “where the auditor is a firm,”. (10) In paragraph 477(2)(b)(iii), delete the words “(where the auditor is a firm)”. (11) Section 491 is amended as follows:
(a) in the title to the section the words “appropriate audit authority” are deleted and the word “Registrar” inserted; (b) in paragraph 491(1)(b) the word “his” is deleted and the word “their” inserted; (c) in paragraph 491(1)(c) the words “the appropriate audit authority and” are deleted; and (d) in paragraph 491(2)(a):
(i) the words “appropriate audit authority” are deleted and the word “Registrar” inserted; (ii) the words “he has” are deleted and the words “they have” inserted”; (e) in paragraph 491(2)(b), delete the words “by him”; (f) in sub-section 491(3), delete the word “his” and insert “their”; (g) in paragraph 491(4)(a), delete the word “he” and insert “they”; (h) in sub-section 491(7), delete the words “A person” and insert the words “An auditor”; (i) in sub-section 491(8), delete the words “If that person is a firm” and insert the word “A”; (j) in sub-section 491(9):
(i) delete the words “A person” and insert the words “An auditor and any officer of the auditor”; (ii) delete the words “he shows” and insert the words “they show”; and (iii) delete the word “he” before the word “took” and insert the word “they”. (k) in sub-section 491(10), delete the words “A person” and insert the words “An auditor”. (12) Section 1032 is replaced by the following:
"1032. Eligibility for appointment as an auditor No firm may be appointed or act as an auditor of an audited person unless the firstmentioned firm is:
(a) registered or treated as having been registered as an auditor pursuant to rules made by the Registrar under section 1032A;

Annex A
(b) holds any permit as may be required to act as such auditor; and (c) is otherwise in compliance with the requirements of this Part." (13) The following new sections 1032A and 1032B are inserted after section 1032:
"1032A. Registration of auditors and audit principals (1) The Registrar may make rules which require or allow:
(a) the registration of auditors and certain individuals who are appointed by an auditor with responsibility for managing the conduct or provision of audit services by the auditor or for signing on behalf of the auditor audit or other reports or any other matters as may be provided for in such rules ("audit principals"); (b) an auditor or an audit principal to apply to the Registrar for the issue to it of a registration or permit to act as a registered auditor or registered audit principal for such categories of company, entity or body carrying on such business or activities as may be prescribed by the Registrar in such rules or in such registration or permit; (c) auditors and audit principals whose names are entered on the register to comply with or satisfy such conditions or requirements as may be prescribed in or pursuant to such rules or any such registration or permit as may be issued to them as mentioned in (b) above; (d) the Registrar to exercise such powers and rights with respect to the regulation of such auditors and audit principals as the Registrar may consider appropriate, including powers to impose sanctions, whether by way of fine, censure or otherwise, on any auditor or audit principal who contravenes any requirement applicable to it or him pursuant to such rules and, in such circumstances as such rules may prescribe, to suspend or withdraw any registration of, or the issue of any registration or permit to, an auditor or audit principal pursuant to such rules; and (e) the Registrar from time to time to amend, revise, withdraw or supplement any rules so made by him as he may consider appropriate or desirable for the purposes of such rules. (2) The Registrar may, on the application of a person to whom Part 35 applies, direct by notice in writing to that person, that any of the rules made by the Registrar pursuant to section 1032A:
(a) are not to apply to that person, as specified in a direction notice from the Registrar; or (b) are to apply to that person with modifications, specified in a direction notice from the Registrar. (3) The Registrar may only exercise the direction power in subsection (2) where, in the reasonable discretion of the Registrar, public policy grounds exist. (4) The Registrar may request from an applicant under subsection (2) any information it reasonably requires to exercise the Registrar’s discretion.

Annex A
1032B. Registration of auditors and Commercial Licences The registration of an auditor as a registered auditor by the Registrar shall be deemed to be a "licensed person" with respect to all controlled activities relating to audit services, for the purposes of the Commercial Licensing Regulations 2015. For the avoidance of doubt, these Regulations, and not the Commercial Licensing Regulations 2015, shall apply with respect to all licensing matters for registered auditors." (14) The following new section 1033 shall be inserted in place of the existing section 1033:
"1033. Effect of ineligibility
(1) If at any time a firm who has been appointed or is acting as an auditor, or a person who has been appointed or is acting as an audit principal, ceases to be a registered auditor or a registered audit principal under rules made pursuant to section 1032A, such a firm or person must immediately:
(a) resign each appointment (with immediate effect) that they may hold as an auditor or audit principal in relation to an audited person, and (b) give notice in writing to the audited person that they have resigned such appointment by reason of being no longer registered as an auditor or, as the case maybe, audit principal under rules made pursuant to section 1032A. (2) A firm or person (as the case may be) will commit a contravention of these Regulations if:
(a) they act as an auditor or audit principal in contravention of subsection (1), or (b) they fail to give the notice mentioned in paragraph (b) of subsection (1) in accordance with that subsection. (3) A firm, or person, who commits the contravention referred to in subsection (2) shall be liable to up to a level 6 fine. (4) In proceedings against a firm or person for any contravention under this
section it is a defence for them to show that they did not know and had no
reason to believe that they had ceased to be a registered auditor or registered audit principal." (15) Section 1035 is amended as follows:
(a) in sub-section 1035(1):
(i) delete the word “his” and insert the word “their”; (ii) delete the word “he” and insert the word “they”; (b) in paragraph 1035(1)(a), delete the word “his” and insert the word “their”;

Annex A
(c) in paragraph 1035(1)(b):
(i) delete the word “he” and insert the word “they”; (ii) delete the word “his” and insert the word “their”; (d) in sub-section 1035(2), delete the words “A person” and insert the words “An auditor”; (e) in paragraph 1035(2)(a), delete the word “he acts” and insert the words “they act”; (f) in paragraph 1035(2)(b), delete the word “he fails” and insert the words “they fail”; (g) in sub-section 1035(3), delete the words “A person” and insert the words “An auditor”; (h) in sub-section 1035(4), delete the words “A person” and insert the words “An auditor”; (i) in sub-section 1035(5):
(i) delete the words “A person” and insert the words “An auditor”; (ii) delete the word “him” and insert the word “them”; (iii) delete the word “he” and insert the word “they”; and (iv) delete the words “he was” and insert the words “they were”. (16) Sub-sections (1)-(3) of the existing section 1039 are deleted and replaced as follows:
(1) The Registrar may make rules which require one or more registers of the firms eligible for appointment as an auditor, or the persons eligible for appointment as an audit principal, to be kept. (2) The rules may require each firm or person’s entry in the register to contain relevant information about firms or persons recorded therein, including but not limited to– (a) a name and address, (b) in the case of a firm eligible for appointment as an auditor, the specified information relating to the individuals responsible for audit work on its behalf, (c) in the case of a firm eligible for appointment as an auditor by virtue of
Chapter 2, the information mentioned in sub-section (3).
(3) The information referred to in subsection (2)(c) is– (a) in relation to a body corporate, the name and address of each person who is a director of the body or holds any shares in it,

Annex A
(b) in relation to a partnership, the name and address of each partner. (17) Sections 1037, 1038, 1040 and 1043 are deleted.
2. SHORT TITLE, EXTENT AND COMMENCEMENT
(1) These Regulations may be cited as the Companies Regulations (Amendment No. 2) 2020. (2) These Regulations apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

Annex B Companies Regulations 2020 showing effect of proposed amendments

Annex B
COMPANIES REGULATIONS 2020

Annex B
COMPANIES REGULATIONS 2020
Regulations to make provision for the formation and registration of companies in the Abu Dhabi Global Market. Date of Enactment: 29 April 2020 The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations– . . .
PART 14
ACCOUNTS AND REPORTS
. . .
CHAPTER 8
FILING OF ACCOUNTS AND REPORTS
Duty to file accounts and reports
418. Filing obligations of companies subject to small companies regime
(1) The directors of a company subject to the small companies regime– (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and (b) may also deliver to the Registrar– (i) a copy of the company’s profit and loss account for that year, and (ii) a copy of the directors’ report for that year. (2) The directors must also deliver to the Registrar a copy of the auditor’s report on the accounts (and any directors’ report) that it delivers. This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption. (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the company’s annual accounts and reports. (4) The copies of the balance sheet and any directors’ report delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board. (5) The copy of the auditor’s report delivered to the Registrar under this section must–

Annex B
(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section. . . .
420. Filing obligations of medium-sized companies
(1) The directors of a company that qualifies as a medium-sized company in relation to a financial year (see sections 438 (companies qualifying as medium-sized: general) to 440 (companies excluded as being treated as medium-sized)) must deliver to the Registrar a copy of– (a) the company’s annual accounts, and (b) the directors’ report. (2) They must also deliver to the Registrar a copy of the auditor’s report on those accounts (and on the directors’ report). This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption. (3) The copies of the balance sheet and directors’ report delivered to the Registrar under this
section must state the name of the person who signed it on behalf of the board.
(4) The copy of the auditor’s report delivered to the Registrar under this section must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section. (5) This section does not apply to companies within section 418 (filing obligations of companies subject to the small companies regime).
421. Filing obligations of companies generally
(1) The directors of a company must deliver to the Registrar for each financial year of the company a copy of– (a) the company’s annual accounts, and (b) the directors’ report. (2) The directors to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor’s report on those accounts (and the directors’ report). This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption. (3) The copies of the balance sheet and directors’ report delivered to the Registrar under this
section must state the name of the person who signed it on behalf of the board.

Annex B
(4) The copy of the auditor’s report delivered to the Registrar under this section must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section. (5) This section does not apply to companies within– (a) section 418 (filing obligations of companies subject to the small companies regime), or (b) section 420 (filing obligations of medium-sized companies). . . .
PART 15
AUDIT
CHAPTER 1
REQUIREMENT FOR AUDITED ACCOUNTS
Requirement for audited accounts
447. Requirement for audited accounts and public interest entities and financial
institutions
(1) A company’s annual accounts for a financial year must be audited in accordance with this
Part unless the company is exempt from audit under–
section 449 (small companies),
section 452 (subsidiary companies), or
section 455 (dormant companies).
(2) A company is not entitled to any such exemption unless its balance sheet contains a statement by the directors to that effect. (3) A company is not entitled to exemption under any of the provisions mentioned in subsection (1) unless its balance sheet contains a statement by the directors to the effect that–

Annex B
(a) the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 448 (right of members to require audit), and (b) the directors acknowledge their responsibilities for complying with the requirements of these Regulations with respect to accounting records and the preparation of accounts. (4) The statement required by subsection (2) or (3) must appear on the balance sheet above the signature required by section 399 (approval and signing of accounts). (5) A company that is not exempt from audit must appoint an auditor who is eligible for appointment under Part 35 of these Regulations and any Rules made thereunder, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for auditors of such companies. (56) In this Part, “public interest entity” and “financial institution” shall have the meaning given to them in section 372 (public interest entities and financial institutions). (67) This Part does not apply to restricted scope companies who shall be exempt from audit for the purposes of these Regulations. . . .
CHAPTER 3
FUNCTIONS OF AUDITOR
Auditor’s report
. . .
473. Auditor’s rights in relation to resolutions and meetings
(1) In relation to a written resolution proposed to be agreed to by a private company, the company’s auditor is entitled to receive all such communications relating to the resolution as, by virtue of any provision of Chapter 2 of Part 13 of these Regulations, are required to be supplied to a member of the company. (2) A company’s auditor is entitled– (a) to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive, (b) to attend any general meeting of the company, and (c) to be heard at any general meeting which he attends on any part of the business of the meeting which concerns him as auditor.

Annex B
(3) Where the auditor is a firm, the The right of the company’s auditor to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting. . . .
475. Senior auditor
(1) The senior auditor means the individual identified by the firm as senior auditor in relation to the audit in accordance with– (a) standards issued by the Board, or (b) if there is no applicable standard so issued, any relevant guidance issued by– (i) the Board, or 278 (ii) a body appointed by the Board. (2) The person identified as senior auditor must be eligible for appointment as auditor of the company in question (see Chapter 2 of Part 35 of these Regulations). (3) The senior auditor is not, by reason of being named or identified as senior auditor or by reason of his having signed the auditor’s report, subject to any civil liability to which he would not otherwise be subject. (1) The senior auditor means the individual appointed by the audit firm as the audit principal in relation to the audit in accordance with Rules made by the Registrar under Part 35 of these Regulations. (2) The senior auditor must be eligible for appointment as audit principal of the company in question, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for audit principals of such companies.
476. Names to be stated in published copies of auditor’s report
(1) Every copy of the auditor’s report that is published by or on behalf of the company must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section. (2) For the purposes of this section a company is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it. (3) If a copy of the auditor’s report is published without the statement required by this
section, a contravention of these Regulations is committed by–
(a) the company, and
(b) every officer of the company who is in default.

Annex B
(4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.
477. Circumstances in which names may be omitted
(1) The auditor’s name and, where the auditor is a firm, the name of the person who signed the report as senior auditor, may be omitted from– (a) published copies of the report, and (b) the copy of the report delivered to the Registrar under Chapter 8 of Part 14 (filing of accounts and reports), (c) if the following conditions are met. (2) The conditions are that the company– (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior auditor, or any other person, would be subject to violence or intimidation, has resolved that the name should not be stated, and (b) has given notice of the resolution to the Registrar, stating– (i) the name and registered number of the company, 279 (ii) the financial year of the company to which the report relates, and (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior auditor.
CHAPTER 4
REMOVAL, RESIGNATION, ETC. OF AUDITORS
Removal of auditor
. . .
491. Duty of auditor to notify appropriate audit authority the Registrar
(1) Where–
(a) in the case of a major audit, an auditor ceases for any reason to hold office, or (b) in the case of an audit that is not a major audit, an auditor ceases to hold office before the end of his their term of office, (c) the auditor ceasing to hold office must notify the appropriate audit authority and the Registrar. (2) The notice must–

Annex B
(a) inform the appropriate audit authority Registrar that he has they have ceased to hold office, and (b) be accompanied by a copy of the statement deposited by him at the company’s registered office in accordance with section 488 (statement by auditor to be deposited with company). (3) If the statement so deposited is to the effect that he they considers that there are no circumstances in connection with his their ceasing to hold office that need to be brought to the attention of members or creditors of the company, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office. (4) The auditor must comply with this section– (a) in the case of a major audit, at the same time as he they deposits a statement at the company’s registered office in accordance with section 488 (statement by auditor to be deposited with company), (b) in the case of an audit that is not a major audit, at such time (not being earlier than the time mentioned in subsection (4)(a)) as the appropriate audit authority or the Registrar may require. (5) In this section, “major audit” means an audit conducted under this Part in respect of- (a) a listed company; and (b) any other person in whose financial condition there is a major public interest. (6) In determining whether an audit is a major audit within subsection 5(b), regard shall be had to any guidance issued by the Registrar. (7) A person An auditor ceasing to hold office as auditor who fails to comply with this
section commits a contravention of these Regulations.
(8) If that person is a firm a A contravention is committed by– (a) the firm, and (b) every officer of the firm who is in default. (9) An auditor and any officer of the auditor A person does not commit the contravention referred to in subsection (7) if he they shows that he they took all reasonable steps and exercised all due diligence to avoid the commission of the contravention. (10) A person An auditor who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine. . . .
Part 35
AUDITORS

Annex B
Chapter 1
INTRODUCTORY
. . .
1032. Eligibility for appointment as an auditor
(1) A firm is eligible for appointment as an auditor if the firm– (a) is recognised for the purposes of this section by the Registrar, and (b) is a member of a recognised professional body and satisfies any additional requirements prescribed by rules made by the Board for the purposes of this
section.
(2) In this Part a “recognised professional body” means a body which offers a professional qualification in accountancy and is recognised and approved pursuant to rules made by the Board. (1) No firm may be appointed or act as an auditor of an audited person unless the firstmentioned firm is:
(a) registered or treated as having been registered as an auditor pursuant to rules made by the Registrar under section 1032A; (b) holds any permit or authorisation as may be required to act as such auditor; and (c) is otherwise in compliance with the requirements of this Part." 1032A. Registration of auditors and audit principals The Registrar may make rules which require or allow:
(a) the registration of auditors and certain individuals who are appointed by an auditor with responsibility for managing the conduct or provision of audit services by the auditor or for signing on behalf of the auditor audit or other reports or any other matters as may be provided for in such rules ("audit principals"); (b) an auditor or an audit principal to apply to the Registrar for the issue to it of a registration or permit to act as a registered auditor or registered audit principal for such categories of company, entity or body carrying on such business or activities as may be prescribed by the Registrar in such rules or in such registration or permit; (c) auditors and audit principals whose names are entered on the register to comply with or satisfy such conditions or requirements as may be prescribed in or pursuant to such rules or any such registration or permit as may be issued to them as mentioned in (b) above; (d) the Registrar to exercise such powers and rights with respect to the regulation of such auditors and audit principals as the Registrar may consider appropriate, including powers to impose sanctions, whether by way of fine, censure or otherwise, on any auditor or audit principal who contravenes any requirement applicable to it or him pursuant to such rules and, in such circumstances as such rules may prescribe, to suspend or withdraw any registration of, or the issue of

Annex B
any registration or permit to, an auditor or audit principal pursuant to such rules; and (e) the Registrar from time to time to amend, revise, withdraw or supplement any rules so made by him as he may consider appropriate or desirable for the purposes of such rules. 1032B. Registration of auditors and Commercial Licences The registration of an auditor as a registered auditor by the Registrar shall be deemed to be a "licensed person" with respect to all controlled activities relating to audit services, for the purposes of the Commercial Licensing Regulations 2015. For the avoidance of doubt, these Regulations, and not the Commercial Licensing Regulations 2015, shall apply with respect to all licensing matters for registered auditors.
1033. Effect of ineligibility
(1) No person may act as an auditor of an audited person if he is ineligible for appointment as an auditor. (2) If at any time during his term of office an auditor becomes ineligible for appointment as an auditor, he must immediately– (a) resign his office (with immediate effect), and (b) give notice in writing to the audited person that he has resigned by reason of his becoming ineligible for appointment. (3) A person will commit a contravention of these Regulations if– (a) he acts as an auditor in contravention of subsection (1), or (b) he fails to give the notice mentioned in paragraph (b) of subsection (2) in accordance with that subsection. (4) A person who commits the contravention referred to in subsection (3) shall be liable to up to a level 6 fine. (5) In proceedings against a person for any contravention under this section it is a defence for him to show that he did not know and had no reason to believe that he was, or had become, ineligible for appointment as an auditor. (1) If at any time a firm who has been appointed or is acting as an auditor, or a person who has been appointed or is acting as an audit principal, ceases to be a registered auditor or a registered audit principal under rules made pursuant to section 1032A, such a firm or person must immediately:
(a) resign each appointment (with immediate effect) that they may hold as an auditor or audit principal in relation to an audited person, and (b) give notice in writing to the audited person that they have resigned such appointment by reason of being no longer registered as an auditor or, as the case maybe, audit principal under rules made pursuant to section 1032A. (1) A firm or person (as the case may be) will commit a contravention of these Regulations

Annex B
if:
(a) they act as an auditor or audit principal in contravention of subsection (1), or (b) they fail to give the notice mentioned in paragraph (b) of subsection (1) in accordance with that subsection. (2) A firm, or person, who commits the contravention referred to in subsection (2) shall be liable to up to a level 6 fine. (3) In proceedings against a firm or person for any contravention under this section it is a defence for them to show that they did not know and had no reason to believe that they had ceased to be a registered auditor or registered audit principal. . . .
1035. Effect of lack of independence
(1) If at any time during his their term of office an auditor becomes prohibited from acting by
section 1034(1), he they must immediately–
(a) resign his their office (with immediate effect), and (b) give notice in writing to the audited person that he they resigned by reason of his their lack of independence. (2) A person An auditor will commit a contravention of these Regulations if – (a) he they acts act as an auditor in contravention of section 1034(1), or (b) he they fails fail to give the notice mentioned in paragraph (b) of subsection (1) in accordance with that subsection. (3) A person An auditor who commits the contravention referred to in subsection (2)(a) shall be liable to up to a level 4 fine. (4) A person An auditor who commits the contravention referred to in subsection (2)(b) shall be liable to a level 3 fine. (5) In proceedings against a person an auditor for any contravention under this section it is a defence for him them to show that he they did not know and had no reason to believe that he was they were, or had become, prohibited from acting as auditor of the audited person by section 1034(1).
1037. Matters to be notified to the Registrar
(1) The Registrar may require a recognised professional body– (a) to notify it immediately of the occurrence of such events as it may specify in writing and to give it such information in respect of those events as is so specified, (b) to give him, at such times or in respect of such periods as he may specify in writing, such information as is so specified.

Annex B
(2) The notices and information required to be given must be such as the Registrar may reasonably require for the exercise of its functions under these Regulations (3) The Registrar may require information given under this section to be given in a specified form or verified in a specified manner. (4) Any notice or information required to be given under this section must be given in writing unless the Registrar specifies or approves some other manner.
1038. The Registrar's power to call for information
(1) The Registrar may by notice in writing require any person eligible for appointment as an auditor by virtue of this Chapter to give him such information as he may reasonably require for the exercise of his functions under this Part. (2) The Registrar may require that any information which he requires under this section is to be given within such reasonable time and verified in such manner as he may specify.
Chapter 3
THE REGISTER OF AUDITORS ETC
1039 1037. The register of auditors
(1) The Registrar may make rules which require one or more registers of the firms eligible for appointment as an auditor, or the persons eligible for appointment as an audit principal, to be kept. (2) The rules may require each firm or person’s entry in the register to contain relevant information about firms or persons recorded therein, including but not limited to– (a) a name and address, (b) in the case of a firm eligible for appointment as an auditor, the specified information relating to the individuals responsible for audit work on its behalf, (c) in the case of a firm eligible for appointment as an auditor by virtue of Chapter 2, the information mentioned in subsection (3). (3) The information referred to in subsection (2)(c) is– (a) in relation to a body corporate, the name and address of each person who is a director of the body or holds any shares in it, (b) in relation to a partnership, the name and address of each partner. (4) The rules may provide that different parts of the register are to be kept by different persons. (5) The rules may impose such obligations as the Registrar thinks fit on– (a) recognised professional bodies, and (b) persons eligible for appointment as an auditor.

Annex B
(6) The rules may include–
(a) provision requiring that specified entries in the register be open to inspection at times and places specified or determined in accordance with the rules, (b) provision enabling a person to require a certified copy of specified entries in the register. (7) In this section “specified” means specified by rules made under this section. (8) The Board may make rules which make provision for the charging of fees for inspection, or the provision of copies of the register maintained under this section, such fees to be of such reasonable amount as may be specified or determined in accordance with those rules.

Annex C: Commercial Licensing Regulations (Amendment No. 1) 2020

Annex C
COMMERCIAL LICENSING REGULATIONS
(AMENDMENT No. 1) 2020

Annex C
COMMERCIAL LICENSING REGULATIONS (AMENDMENT No. 1) 2020 Regulations to amend the Commercial Licensing Regulations 2015 Date of Enactment: [•] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations.

AMENDMENTS TO THE COMMERCIAL LICENSING REGULATIONS 2015
(1) The Commercial Licensing Regulations 2015 are amended as follows:
(2) In Section 1, a new sub-section (4) is inserted immediately after sub-section (3) as follows:
"A person that is registered as a registered auditor by the Registrar pursuant to the Companies Regulations 2020 shall be deemed to be a licensed person with respect to all controlled activities relating to audit services for the purposes of these Regulations. For the avoidance of doubt, the Companies Regulations 2020, and not these Regulations, shall apply with respect to all licensing matters for registered auditors."
SHORT TITLE, EXTENT AND COMMENCEMENT
(1) These Regulations may be cited as the Commercial Licensing Regulations (Amendment No. 1) 2020. (2) These Regulations apply in the Abu Dhabi Global Market. (3) These Regulations come into force on the date of their publication.

Annex D: Commercial Licensing Regulations 2015 showing effect of proposed amendments

Annex D
COMMERCIAL LICENSING REGULATIONS 2015
. . .
COMMERCIAL LICENSING REGULATIONS 2015
Regulations to make provision for the licensing and supervision of persons in the Abu Dhabi Global Market, for restrictions on the use of business names and for connected purposes. Date of Enactment: 3 March 2015 The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations.
PART 1: LICENSING OF CONTROLLED ACTIVITIES

The general prohibition
(1) No person may carry on a controlled activity in or from the Abu Dhabi Global Market, or purport to do so, unless he is – (a) a licensed person; or (b) an exempt person. (2) The prohibition is referred to in these Regulations as the general prohibition. (3) For the purposes of these Regulations, a "licensed person" is a person who has a valid licence to carry on one or more controlled activities. (4) A person that is registered as a registered auditor by the Registrar pursuant to the Companies Regulations 2020 is deemed to be a licensed person with respect to all controlled activities relating to audit services for the purposes of these Regulations. For the avoidance of doubt, the Companies Regulations 2020, and not these Regulations, applies with respect to all licensing matters for registered auditors. . . .

Appendix 1: Companies Regulations 2020 (Auditors) Rules 2020

Appendix 1
COMPANIES REGULATIONS 2020 (AUDITORS) RULES 2020

Appendix 1
i
Table of Contents
Page

APPLICATION AND DEFINITIONS .................................................................. 1
1.1 Citation, Commencement and Interpretation.......................................... 1
1.2 Application of these Rules..................................................................... 1
1.3 Transitional and Saving Provisions........................................................ 1
THE REGISTERS ............................................................................................ 2
2.1 Registered Auditors .............................................................................. 2
2.2 Maintenance and Inspection of the Register .......................................... 3
REGISTRATION OF REGISTERED AUDITORS .............................................. 3
3.1 Application for registration..................................................................... 3
3.2 Criteria for registration........................................................................... 4
3.3 Registrar's powers with respect to registration ....................................... 5
REGISTRATION OF REGISTERED AUDIT PRINCIPALS ................................ 6
4.1 Application for registration..................................................................... 6
4.2 Criteria for registration........................................................................... 6
4.3 Registrar's powers with respect to registration ....................................... 7
ADDITIONAL PERMITS................................................................................... 7
5.1 Public Audit Permits.............................................................................. 7
5.2 FI Audit Permits.................................................................................... 7
5.3 Additional Permit Application Process ................................................... 8
5.4 Criteria for granting an Additional Permit ............................................... 8
5.5 Registrar's powers with respect to granting Additional Permits ............. 10
PRINCIPLES ................................................................................................. 10
6.1 Principles for Registered Auditors and Registered Audit Principals....... 10
6.2 Additional Principles for Registered Auditors........................................ 11
6.3 Principles for Additional Permit Holders............................................... 11
GENERAL OBLIGATIONS OF REGISTERED AUDITORS AND REGISTERED
AUDIT PRINCIPALS ...................................................................................... 12
7.1 Continuing Obligations of Registered Auditors and Registered Audit
Principals............................................................................................ 12
7.2 Employees' Suitability and Continuing Professional Development........ 12
7.3 Professional Indemnity Insurance........................................................ 13
7.4 Working Papers.................................................................................. 13
7.5 Records.............................................................................................. 14
7.6 Notification of Changes and Events..................................................... 14
7.7 Notice of Resignation or Removal of Registered Auditor...................... 16
7.8 Communication with the Registrar....................................................... 16
7.9 Annual Auditor Return......................................................................... 16
7.10 Disclosure of Regulatory Status .......................................................... 17

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ii
7.11 Additional Continuing Obligations for Holders of Additional Permits...... 17
8. CONDUCT OF AUDITS AND PREPARATION OF AUDIT REPORTS............. 17
8.1 Conduct of Audits and Contents of Audit Reports ................................ 17
9. POWERS OF THE REGISTRAR .................................................................... 18
9.1 Registration, Licensing and Supervision.............................................. 18
9.2 Sanctions............................................................................................ 19
10. SUSPENSION AND WITHDRAWAL OF REGISTRATION AND ADDITIONAL
PERMITS OF REGISTERED AUDITORS AND REGISTERED AUDIT
PRINCIPALS ................................................................................................. 20
10.1 Right of the Registrar to Suspend or Withdraw Registration or Additional
Permits............................................................................................... 20
10.2 Withdrawals of Registration and Additional Permits ............................. 20
10.3 Suspensions of Registration and Additional Permits ............................ 21
10.4 Effect of Suspensions ......................................................................... 21
10.5 Suspension or Withdrawal of Registration or Additional Permits of a
Registered Auditor at the Request of the Registered Auditor................ 23
10.6 Suspension or Withdrawal of Registration or Additional Permits of a
Registered Audit Principal at the Request of the Registered Audit
Principal or their Registered Auditor .................................................... 23
11. PROCEDURAL REQUIREMENTS ................................................................. 24
11.1 The Registrar's Procedures................................................................. 24
11.2 Warning Notices ................................................................................. 24
11.3 Decision Notices................................................................................. 26
11.4 Right to refer matters to the ADGM Courts .......................................... 26
11.5 Access to Material............................................................................... 26
11.6 Protected Items................................................................................... 27
11.7 Publication.......................................................................................... 28
Schedule 1................................................................................................................ 29
Schedule 2................................................................................................................ 33
Transitional, Savings and Repeals Provisions................................................. 33

Definitions...................................................................................................... 33
Provisions...................................................................................................... 33
Schedule 3................................................................................................................ 35
Registered Auditor and Audit Principal Registration and Renewal Fees........... 35
Auditor Registration and Renewal Fees.......................................................... 35
1.1 Initial Auditor Registration Fees........................................................... 35
1.2 Registered Auditor Renewal Fees....................................................... 35
Audit principal registration fees....................................................................... 36

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iii
2.1 Audit Principal Initial Registration Fee ................................................. 36
2.2 Audit Principal Annual Renewal Fee.................................................... 36
3. Late Payment Penalties.................................................................................. 36
3.1 Late Payment of Registered Auditor Renewal Fee............................... 36
3.2 Late Payment of Audit Principal Renewal Fee ..................................... 37
4. Inspection Fees.............................................................................................. 37

Appendix 1
iv
PART 1
GENERAL INTRODUCTORY PROVISIONS
The Registrar, in exercise of the powers conferred by section 1032A of the Companies Regulations 2020, hereby makes the following Rules.

APPLICATION AND DEFINITIONS
1.1 Citation, Commencement and Interpretation
(a) These Rules may be cited as the Companies Regulations 2020 (Auditors) Rules 2020. (b) These Rules will come into force on the date of their publication (the "Commencement Date") but will only apply as set out in Schedule 2. (c) In these Rules, the "Companies Regulations" means the Companies Regulations 2020 (as amended). (d) Defined terms used in these Rules and their meanings are contained in
Schedule 1.
(e) Unless the context otherwise requires-
(i) references to sections are to sections of the Companies Regulations; (ii) a reference to a "Rule" or "Rules" is a reference to these Rules and a reference to a numbered Rule, Part or Schedule is to the relevant Rule, Part or Schedule of these Rules; and (iii) words in the singular include the plural and vice versa and a reference to a gender includes references to all genders. (f) The repeals of subordinate legislation set out in Schedule 2 takes effect as so set out.
1.2 Application of these Rules
These Rules apply in respect of:
(a) an Auditor Applicant;
(b) a Registered Auditor;
(c) an Audit Principal Applicant; and
(d) a Registered Audit Principal.
1.3 Transitional and Saving Provisions

Appendix 1
Transitional and saving provisions in respect of the commencement of these Rules are set out in Schedule 2 to these Rules.
2. THE REGISTERS
2.1 Registered Auditors
2.1.1 The Registrar must keep a Register of Registered Auditors in electronic form which
will contain in respect of each Registered Auditor:
(a) its name and registered address;
(b) its registered number and the date of its entry in such register; (c) the address of each of its offices (other than its registered address) from which it carries out audit work in the Abu Dhabi Global Market; (d) information as to how the Registered Auditor is to be contacted and the primary contact person at the Registered Auditor; (e) its website address; (f) any Additional Permits held by the Registered Auditor; (g) the name and business address of each Registered Audit Principal appointed by the Registered Auditor who is responsible for any audit work to be carried out by the Registered Auditor in the Abu Dhabi Global Market and any Additional Permits held by each such Registered Audit Principal; (h) the name and address of the Recognised Professional Body or Bodies of which the Registered Auditor is recorded as being a member and any registration number which such body has allocated to it; and (i) the name and address of any authority or body outside of the Abu Dhabi Global Market which has authorised or licensed the Registered Auditor to conduct any audit work.
2.1.2 The Registrar must keep a Register of Registered Audit Principals in electronic form
which may be combined with, or form a part of, the Register of Registered Auditors kept by the Registrar under Rule 2.1.1 and will contain in respect of each Registered Audit Principal:
(a) the Registered Audit Principal's name;
(b) the name, address and registered number recorded in the Register kept under Rule 2.1.1 in respect of the Registered Auditor which has appointed the Registered Audit Principal to be responsible for any audit work in the Abu Dhabi Global Market; (c) any Additional Permits held by the Registered Audit Principal; (d) the name and address of the Recognised Professional Body of which the Registered Audit Principal is a member and any registration number which such body has allocated to the Registered Audit Principal; and

Appendix 1
(e) the name and address of any authority or body outside of the Abu Dhabi Global Market which has authorised the Registered Audit Principal to conduct any audit work.
2.2 Maintenance and Inspection of the Register
2.2.1 The Registrar has responsibility for keeping the Registers in accordance with these
Rules and making them available for inspection by electronic means.
2.2.2 The Registrar must update the Register to reflect:
(a) any change in the details of a Registered Auditor or Registered Audit Principal notified to the Registrar in respect of that Registered Auditor or Registered Audit Principal; (b) any withdrawal of the registration or Additional Permits under these Rules of a Registered Auditor or Registered Auditor Principal; and (c) such other matters as the Registrar may determine to be appropriate for entry on the Register.
2.2.3 Each Registered Auditor and each Registered Audit Principal must co-operate
with the Registrar for the purpose of ensuring that the Registrar enters on the Register the information required by these Rules in respect of such Registered Auditor or Registered Audit Principal.
2.2.4 Each Registered Auditor and each Registered Audit Principal must:
(a) send to the Registrar (in electronic form as prescribed by the Registrar from time to time) for entry on the Register any changes to the information referred to in Rule 2.2.3 above; and (b) take reasonable care to ensure that the information provided by it or him to the Registrar under these Rules is accurate and correct and that, in the case of information required under Rule 2.2.3 above, it is sent to the Registrar within the period of 10 business days beginning with the day on which it, he or she becomes aware of the relevant change.
2.2.5 The Registrar must provide facilities by which any person may inspect the Register
by electronic means, at any reasonable time during a business day.
2.2.6 Any person inspecting the Register through the facilities referred to in 2.2.5 above
may require a copy of any entry on the Register relating to a particular individual or firm on the payment of such fee as prescribed in Schedule 3.
3. REGISTRATION OF REGISTERED AUDITORS
3.1 Application for Registration
3.1.1 An application for registration as a Registered Auditor may only be made to the
Registrar by:
(a) a body corporate; or
(b) a partnership.

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3.1.2 An Auditor Applicant must:
(a) complete an application in the form provided by the Registrar from time to time in accordance with the requirements of these Rules and submit to the Registrar that application and such other information in writing as may be required by the Registrar; and (b) pay such fee or fees in connection with the application as set out in Schedule 3 to these Rules.
3.1.3 The Registrar may, in the course of the application:
(a) require the Auditor Applicant to answer any enquiries the Registrar considers necessary, and may make such other enquiries in connection with the application, including enquiries independent of the Auditor Applicant, as the Registrar considers desirable; (b) require the Auditor Applicant to provide additional information; (c) take into account any information the Registrar considers relevant; (d) require the Auditor Applicant to provide information on how the Auditor Applicant intends to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and (e) require any information provided by or on behalf of the Auditor Applicant to be verified in any way that the Registrar specifies.
3.2 Criteria for Registration
3.2.1 An Auditor Applicant must be able to demonstrate to the Registrar's satisfaction that
it satisfies the following criteria (the "Registered Auditor Criteria"), namely that it:
(a) is fit and proper to be registered and to act as a Registered Auditor; (b) has professional indemnity insurance as required under Rule 7.3; (c) has adequate systems, procedures and controls to ensure due compliance with, and to the extent that it has already carried out any work as an auditor, has complied with (as applicable):
(i) the International Standards on Auditing;
(ii) the International Standards on Quality Control; (iii) the Code of Ethics; (iv) the Principles for Registered Auditors; and (v) any other relevant international standards and norms as specified by the Registrar from time to time; (d) has clear and comprehensive policies and procedures relating to compliance with all applicable legal requirements, including those in the Companies Regulations 2020, these Rules, Anti-Money Laundering and Sanctions

Appendix 1
Rules and Guidance (AML) and other relevant regulations and rules, when providing audit services; (e) has adequate resources to implement those policies and procedures and monitor that they are operating effectively at all times and as intended; (f) is controlled by a majority of individuals who hold Recognised Professional Qualifications; (g) has identified at least one or more appropriate individuals, who will be appointed by it to undertake the responsibilities of a Registered Audit Principal and in respect of whom an application for registration as an Audit Principal is also being made in conjunction with the application for registration of the Auditor Applicant as a Registered Auditor; and (h) has complied with any other requirement specified by the Registrar.
3.2.2 For the purposes of Rule 3.2.1(f) "majority" means:
(a) where under the Registered Auditor's constitution matters are decided on by the exercise of voting rights, a majority of the rights to vote on all, or substantially all, matters; or (b) in any other case a majority of the persons having rights under the constitution of the Auditor Applicant to enable them to direct its overall policy or alter its constitution.
3.2.3 For the purposes of assessing whether an Auditor Applicant satisfies the Registered
Auditor Criteria, the Registrar may consider:
(a) the Auditor Applicant's:
(i) application and submissions;
(ii) background and history;
(iii) ownership and Group structure;
(iv) resources, including human and technological; (b) whether the Auditor Applicant's affairs are likely to be conducted and managed in a sound and prudent manner; and (c) any other matter considered relevant by the Registrar.
3.3 Registrar's Powers with respect to Registration
3.3.1 The Registrar may:
(a) grant registration as a Registered Auditor; (b) grant registration as a Registered Auditor subject to such restrictions and conditions as it may determine; or (c) refuse to grant registration as a Registered Auditor. A refusal to grant registration as a Registered Auditor is deemed to constitute a refusal to grant

Appendix 1
any Additional Permit applied for at the same time as the application for registration.
4. REGISTRATION OF REGISTERED AUDIT PRINCIPALS
4.1 Application for Registration
4.1.1 An application for registration as a Registered Audit Principal may only be made to
the Registrar by a natural person.
4.1.2 When applying for registration as a Registered Audit Principal, the Audit Principal
Applicant and the relevant Registered Auditor or Auditor Applicant must:
(a) complete and submit applications in the form provided by the Registrar from time to time in accordance with the requirements of these Rules, supported by such additional materials as may be required by the Registrar; (b) and pay such fee or fees in connection with such applications as may be prescribed by the Registrar.
4.1.3 The Registrar may, in the course of the application:
(a) require the Audit Principal Applicant, relevant Registered Auditor or Auditor Applicant to answer any enquiries the Registrar considers necessary, including enquiries independent of the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant; (b) require the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant to provide additional information; (c) take into account any information the Registrar considers relevant; (d) require the Audit Principal Applicant and the relevant Registered Auditor or Auditor Applicant to provide information on how they intend to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and (e) require any information provided by the Audit Principal Applicant or the relevant Registered Auditor or Auditor Applicant to be verified in any way that the Registrar specifies.
4.2 Criteria for Registration
4.2.1 An Audit Principal Applicant must be able to demonstrate to the Registrar's
satisfaction that he or she satisfies the following criteria (the "Registered Audit Principal Criteria"):
(a) is fit and proper to be registered and to act as a Registered Audit Principal; (b) holds a Recognised Professional Qualification recognised by the Registrar; (c) is a member in good standing of a Recognised Professional Body;

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(d) is willing to comply with, and to the extent that he or she has already carried out any work as a Registered Audit Principal, has complied with, the Registered Audit Principal Principles; and (e) has at least 5 years of relevant post qualification audit experience in the past 7 years, including at least 2 years of experience in a managerial role supervising and finalising audits of the type he or she is applying for.
4.3 Registrar's Powers with respect to Registration
4.3.1 The Registrar may:
(a) grant registration as a Registered Audit Principal; (b) grant registration as a Registered Audit Principal subject to such restrictions and conditions as it may determine; or (c) refuse to grant registration as a Registered Audit Principal. A refusal to grant registration as a Registered Audit Principal is deemed to constitute a refusal to grant any Additional Permit applied for at the same time as the application for registration.
5. ADDITIONAL PERMITS
5.1 Public Audit Permits
5.1.1 No Registered Auditor may be appointed or act as an auditor of a Public Interest
Entity, and no Registered Audit Principal may be appointed or act as an Audit Principal of a Public Interest Entity, unless such Registered Auditor or Registered Audit Principal holds a Public Audit Permit.
5.1.2 An application for a Public Audit Permit may only be made to the Registrar by a:
(a) Registered Auditor, or by an Audit Applicant at the same time as the application for registration as a Registered Auditor; or (b) Registered Audit Principal, or by an Audit Principal Applicant at the same time as the application for registration as a Registered Audit Principal.
5.2 FI Audit Permits
5.2.1 No Registered Auditor may be appointed or act as an auditor of a Financial
Institution, and no Registered Audit Principal may be appointed or act as an Audit Principal of a Financial Institution unless the Registered Auditor or Registered Audit Principal holds a FI Audit Permit.
5.2.2 An application for an FI Audit Permit may only be made to the Registrar by a:
(a) Registered Auditor that holds a Public Audit Permit, or by a Registered Auditor at the same time as it applies for a Public Audit Permit, or by an Auditor Applicant at the same time as it applies for registration as a Registered Auditor provided that it is also simultaneously applying for a Public Audit Permit; or (b) Registered Audit Principal that holds a Public Audit Permit, or by a Registered Audit Principal at the same time as he or she applies for a Public

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Audit Permit, or by an Audit Principal Applicant at the same time he or she applies for registration as a Registered Audit Principal provided that he or she is also simultaneously applying for a Public Audit Permit.
5.2.3 An FI Audit Permit may only be held by a Registered Auditor or Registered Audit
Principal that also holds a Public Audit Permit.
5.3 Additional Permit Application Process
5.3.1 A Permit Applicant must:
(a) complete an application in the form provided by the Registrar from time to time in accordance with the requirements of these Rules and submit to the Registrar that application and such other information in writing as may be required by to the Registrar; and (b) pay such fee or fees in connection with the application as set out in Schedule 3 to these Rules.
5.3.2 The Registrar may, in the course of the application:
(a) require the Permit Applicant to answer any enquiries the Registrar considers necessary, and may make such other enquiries in connection with the application, including enquiries independent of the Permit Applicant, as the Registrar considers desirable; (b) require the Permit Applicant to provide additional information; (c) take into account any information the Registrar considers relevant; (d) require the Permit Applicant to provide information on how the Permit Applicant intends to ensure compliance with these Rules or the Companies Regulations or any other applicable law or regulation relevant to the provision of any Audit Service in the Abu Dhabi Global Market; and (e) require any information provided by or on behalf of the Permit Applicant to be verified in any way that the Registrar specifies.
5.4 Criteria for granting an Additional Permit
5.4.1 An Additional Permit may only be granted if the Permit Applicant is able to
demonstrate to the Registrar's satisfaction that it, he or she satisfies the following criteria (the "Additional Permit Criteria"):
(a) it is fit and proper to be registered and to act as a Registered Auditor or a Registered Audit Principal for Public Interest Entities or Financial Institutions, as appropriate; (b) it has professional indemnity insurance as required under Rule 7.3 at a level appropriate for Registered Auditors and Registered Audit Principals of Public Interest Entities or Financial Institutions, as appropriate; (c) where the Permit Applicant is a Registered Auditor or Auditor Applicant:
(i) it has adequate systems, procedures and controls to ensure due compliance with, and to the extent that it has already carried out any

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work as an auditor for Public Interest Entities or Financial Institutions, as appropriate, has complied with any other relevant international standards and norms appropriate for auditors of Public Interest Entities or Financial Institutions, as appropriate, as specified by the Registrar from time to time, (ii) has clear and comprehensive policies and procedures relating to compliance with all applicable legal requirements, including those in the Companies Regulations, these Rules, Anti-Money Laundering and Sanctions Rules and Guidance (AML) and other relevant regulations and rules, when providing audit services, in each case at a level appropriate for auditors of Public Interest Entities or Financial Institutions, as appropriate; (iii) it has adequate resources to implement those policies and procedures and monitor that they are operating effectively at all times and as intended at a level appropriate for auditors of Public Interest Entities or Financial Institutions, as appropriate; (iv) it has appointed one or more Registered Audit Principals that holds, or has applied at the same time for, that same Additional Permit; (d) where the Permit Applicant is a Registered Audit Principal or Audit Principal Applicant:
(i) it is willing to comply with, and to the extent that he or she has already carried out any work as a Registered Audit Principal, has complied with, the Registered Audit Principal Principles at a level appropriate for audit principals of Public Interest Entities or Financial Institutions, as appropriate; (ii) it has at least 5 years of relevant post qualification audit experience in the past 7 years, including at least 2 years of experience in a managerial role supervising and finalising audits of Public Interest Entities or Financial Institutions, as appropriate; and (e) it has complied with any other requirement specified by the Registrar.
5.4.2 For the purposes of assessing whether a Permit Applicant satisfies the requirements
Additional Permit Criteria, the Registrar may consider:
(a) the Permit Applicant's:
(i) application and submissions;
(ii) background and history;
(iii) ownership and Group structure;
(iv) resources, including human and technological; (b) whether the Permit Applicant's affairs are likely to be conducted and managed in a sound and prudent manner; and (c) any other matter considered relevant by the Registrar.

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5.5 Registrar's Powers with respect to granting Additional Permits
5.5.1 The Registrar may:
(a) grant an Additional Permit;
(b) grant an Additional Permit subject to such restrictions and conditions as it may determine; or (c) refuse to grant an Additional Permit. A refusal to grant a Public Audit Permit is deemed to constitute a refusal to grant any FI Audit Permit applied for simultaneously.
6. PRINCIPLES
6.1 Principles for Registered Auditors and Registered Audit Principals
These principles apply to every Registered Auditor and Registered Audit Principal:
(a) Integrity – a Registered Auditor and a Registered Audit Principal must be straightforward and honest in all professional and business relationships, behaving with integrity and fairness in all their dealings, maintain high standards of ethical behavior and professional practice and take care to avoid any behavior or actions that might reasonably be expected to risk bringing discredit to their profession. (b) Due skill, care and diligence – a Registered Auditor and Registered Audit Principal must always:
(i) be objective in all professional and business judgments reached when carrying out any audit work; (ii) only undertake work that they are competent and qualified to perform; ensure that they maintain and regularly update their professional knowledge and skill, by providing or attending appropriate training and development or accessing appropriate professional and technical knowledge resources; (iii) ensure that all work carried out by them is performed diligently, competently and in accordance with all relevant technical and professional standards; and (iv) ensure that they behave and act professionally in a way that is fully compliant with all applicable or relevant laws and regulations. (c) Confidentiality - a Registered Auditor and Registered Audit Principal must respect the confidentiality of information acquired as a result of professional and business relationships and not disclose any such information to third parties without proper and specific authority, unless there is a legal or professional right or duty to disclose, nor must they use the information for the personal advantage of the Registered Auditor, Registered Audit Principal or third parties.

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(d) Conflicts of Interest – a Registered Auditor and a Registered Audit Principal must not accept any appointment or engagement with respect to any Audit Service or otherwise perform any audit work if they have, or may reasonably be perceived to have, any interest that is likely to conflict with, or prevent them, providing any Audit Service or conducting any audit in accordance with the Code of Ethics and otherwise in accordance with the requirements of these Rules and all other applicable legal requirements. (e) Relations with the Registrar - Registered Auditors and Registered Audit Principals must deal with the Registrar in an open and co-operative manner and must promptly disclose to the Registrar any information which the Registrar requires or which the Registrar would otherwise reasonably expect to be notified.
6.2 Additional Principles for Registered Auditors
These additional principles apply to every Registered Auditor:
(a) Management, systems and controls – a Registered Auditor must at all times have in place such members of a senior management team with appropriate experience and competence and a management structure (taking into account the relative size of such Registered Auditor) and such internal control, monitoring, compliance and risk management systems, controls and policies as are reasonably required to enable the Registered Auditor to act in compliance with these Rules. (b) Resources– a Registered Auditor must at all times ensure that it has access to all such resources, whether financial, professional, IT, security or otherwise, as may be required to enable it to perform or conduct any audit work and otherwise to act in compliance with and to the standard required by, these Rules.
6.3 Principles for Additional Permit Holders
6.3.1 In assessing whether a Registered Auditor or Registered Audit Principal that holds
one or both Additional Permits has complied with the principles contained in Rules
6.1 and 6.2 (as applicable), the Registrar may have regard to the higher standards
that are expected of an auditor or audit principal carrying out the type of work associated with the Additional Permit(s) held.
6.3.2 In addition to those principles contained in Rules 6.1 and 6.2, a Registered Auditor
or Registered Audit Principal (as applicable) who holds one or both Additional Permits is prohibited from providing to any person to whom it provides an Audit Service, any of the following services:
(a) tax services;
(b) management, compliance, finance of risk functions; (c) the internal audit function; (d) the preparation of accounting records or financial statements; and (e) valuation, legal or human resources services.

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7. GENERAL OBLIGATIONS OF REGISTERED AUDITORS AND REGISTERED
AUDIT PRINCIPALS
7.1 Continuing Obligations of Registered Auditors and Registered Audit
Principals
7.1.1 To remain registered, and (if applicable) to continue holding one or both Additional
Permits, a Registered Auditor and Registered Audit Principal must comply on a continuing basis with:
(a) the Registered Auditor Criteria or Registered Audit Principal Criteria as appropriate; (b) with respect to Registered Auditors or Registered Audit Principals holding one or both Additional Permits, the relevant Additional Permit Criteria; and (c) the applicable Principles as set out in Rule 6.
7.1.2 The Registrar may require a Registered Auditor that has not recently conducted any
audit work under its registration to provide other examples of audit work it has carried out, including outside the Abu Dhabi Global Market, if appropriate, in order to demonstrate to the Registrar that it is still able to meet its continuing obligations.
7.2 Employees' Suitability and Continuing Professional Development
7.2.1 A Registered Auditor must at all times maintain the appointment of at least one
individual employed by it, or otherwise working for it, to undertake the responsibilities of a Registered Audit Principal.
7.2.2 A Registered Auditor holding one or more Additional Permits must at all times appoint
at least one individual employed by it, or otherwise working for it, who holds the same category of Additional Permit(s) to undertake the responsibilities of a Registered Audit Principal with respect to Audit Services provided by the Registered Auditor pursuant to its Additional Permit(s).
7.2.3 A Registered Auditor must ensure that all Employees, including its Registered Audit
Principal(s), engaged in audit work:
(a) remain fit and proper to carry out their role; and (b) undertake continuing professional development in accordance with the requirements of:
(i) the Recognised Professional Body of which the Employee is a member; (ii) any applicable internal standards of the Registered Auditor; and (iii) any direction given by the Registrar.
7.2.4 A Registered Auditor must maintain records of continuing professional development
undertaken by Employees, including its Registered Audit Principals.
7.3 Professional Indemnity Insurance
7.3.1 A Registered Auditor must:

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(a) at all times hold adequate and appropriate professional indemnity insurance, which covers all types of civil liability arising in connection with the conduct of the Registered Auditor's business by Employees, including its Registered Audit Principals and which is acceptable to the Registrar. (b) arrange to hold appropriate run off cover that covers a period of 2 years after its registration as a Registered Auditor is withdrawn.
7.3.2 A Registered Auditor must, annually, provide to the Registrar information relating to
the Registered Auditor's professional indemnity insurance policy, including the terms and duration of, and any claims made under, the policy.
7.3.3 A Registered Auditor must maintain proper records and all relevant information
relating to:
(a) its professional indemnity insurance, including the terms of cover and its duration; (b) how it established the adequacy and appropriateness of the cover for the purposes of Rule 7.3.1; and (c) insurance claims made under its professional indemnity insurance policy.
7.3.4 A Registered Auditor must, upon a request by the Registrar, provide to the Registrar
promptly the information referred to in Rule 7.3.3.
7.4 Working Papers
7.4.1 A Registered Auditor must, subject to Rule 7.4.2, maintain sufficient Working Papers,
for every audit conducted pursuant to its registration (whether or not an auditor's opinion is issued) to:
(a) facilitate the proper performance of its functions and duties under these Rules; and (b) be able to demonstrate to the Registrar that it properly performed its functions and duties and that the audit was carried out in accordance with these Rules.
7.4.2 If a Registered Auditor:
(a) provides Audit Services to a company which is part of a Group; and (b) in providing those Audit Services, relies on Working Papers relating to the Group or to another member of the Group, including Working Papers prepared by another auditor, it is not required to maintain a copy of the Working Papers referred to in 7.4.2(b) but must ensure that a copy of those Working Papers is readily accessible to it.
7.4.3 A Registered Auditor must, upon request by the Registrar, provide to the Registrar
promptly copies of Working Papers referred to in Rule 7.4.1 and Rule 7.4.2.

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7.5 Records
7.5.1 A Registered Auditor must maintain the records referred to in this chapter for a period
of at least 7 years from the date of completion of each audit carried out. These records include, but are not limited to:
(a) documents used to demonstrate to the Registrar that the Auditor Applicant has satisfied the Registered Auditor Criteria and the Principles for Registered Auditors. (b) employees' suitability and continuing profession development obligations as set out in Rule 7.2.3; (c) professional indemnity obligations; (d) Working Papers; (e) all correspondence between an audit client and any other party in relation to providing audit services; and (f) all opinions of the auditor.
7.5.2 The records, however stored, must be capable of production in English, on paper,
and within 3 business days, if requested by the Registrar.
7.6 Notification of Changes and Events
7.6.1 A Registered Auditor must provide the Registrar with reasonable advance notice of
any change in:
(a) the Registered Auditor's name;
(b) any business or trading name under which the Registered Auditor carries on its business; (c) the legal nature of the Registered Auditor; (d) its registered office or head office address; (e) the details of any other branches or offices of the Registered Auditor; (f) the details of any affiliated offices; and (g) its Registered Audit Principals.
7.6.2 A Registered Auditor must notify the Registrar immediately if it becomes aware, or
has reasonable grounds to believe, that any of the following matters may have occurred or may be about to occur:
(a) the Registered Auditor fails to satisfy any of its continuing obligations in this Rule 7; (b) any of its Registered Audit Principals fails to satisfy any of its continuing obligations in this Rule 7;

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(c) the Registered Auditor or any of its Registered Audit Principals fails to comply with their obligations under laws applicable in the Abu Dhabi Global Market; (d) any claim is made against the Registered Auditor relating to the provision of Audit Services, including but not limited to, a claim lodged against the Registered Auditor's professional indemnity insurance policy; (e) the Registered Auditor or any of its Employees, including its Registered Audit Principals, breaches any of these Rules or any terms of any Additional Permit; (f) the Registered Auditor or any of its Employees, including its Registered Audit Principals, breaches any other requirement imposed by any applicable law relating to the provision of any Audit Services; or (g) there is a significant failure in the Registered Auditor's systems or controls.
7.6.3 A Registered Auditor must notify the Registrar immediately of:
(a) the grant or refusal of any application for, or revocation of, authorisation of the Registered Auditor to carry on audit services in any jurisdiction outside the Abu Dhabi Global Market; (b) the Registered Auditor becoming aware that a government or other regulatory body (including a self-regulatory body) exercising powers and performing functions related to the regulation of auditors has started an investigation into the conduct of the Registered Auditor or of any of its Registered Audit Principals; (c) the appointment of inspectors, however named, by a governmental or other regulatory body (including a self-regulatory body) exercising powers and performing functions related to the regulation of auditors, to investigate the affairs of the Registered Auditor or any of its Registered Audit Principals; or (d) the imposition of disciplinary measures or sanctions on the Registered Auditor or any of its Registered Audit Principals in relation to its conduct of audit work by a government or other regulatory body (including a selfregulatory body) exercising powers and performing functions related to the regulation of auditors.
7.6.4 The notification requirement in Rule 7.6.3(a) extends to investigations relating to any
Employee provided the conduct investigated relates to or impacts on the affairs of the Registered Auditor.
7.7 Notice of Resignation of Removal of Registered Auditor
A Registered Auditor must notify the Registrar in writing within seven days in writing if it of resigning or being removed as an auditor of any Financial Institution or Public Interest Entity. Such notification must include details of the relevant Financial Institution or Public Interest Entity and senior management involved, any significant concerns which have previously been raised by the Auditor and any failure by that Financial Institution or Public Interest Entity to address or resolve the concerns.
7.8 Communication with the Registrar

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Each Registered Auditor and Registered Audit Principal must:
(a) communicate with the Registrar in the English language; (b) co-operate with any investigations or enquiries undertaken, and provide such information and confirmations as may be requested, by the Registrar for any of the purposes of these Rules or for monitoring or ensuring compliance with the terms of any Additional Permits held by it or, in the case of a Registered Auditor, held by any Registered Audit Principal appointed by it; (c) ensure that all information provided by, or on behalf of, it to the Registrar is not false, misleading or deceptive; and (d) not conceal any information where the concealment of such information is likely to mislead or deceive the Registrar.
7.9 Annual Auditor Return
By no earlier than one month before, and by no later than the date of, each anniversary of the date of its registration as a Registered Auditor, each Registered Auditor must provide to the Registrar, in such form as the Registrar may require, an "Annual Auditor Return", which must include:
(a) details of all licensed persons (as such term is defined in the Commercial Licensing Regulations 2015) for whom it has been appointed or acted as an auditor during the period of 12 months preceding the date of such Annual Auditor Return; and (b) confirmation that, to the best of its information, knowledge and belief and save as may be disclosed in such Annual Auditor Return, the Registered Auditor and all of its Registered Audit Principals have complied with all applicable requirements of these Rules and any applicable Additional Permits.
7.10 Disclosure of Regulatory Status
A Registered Auditor must not:
(a) misrepresent its registered status, or its Additional Permit status, under these Rules, expressly or by implication; or (b) use or reproduce the Registrar logo without express written permission from the Registrar and in accordance with any conditions for use imposed by the Registrar.
7.11 Additional Continuing Obligations for Holders of Additional Permits
7.11.1 A Registered Auditor which holds an Additional Permit, with respect to any Public
Interest Entity or Financial Institution for which it has been appointed Registered Auditor, must:
(a) apply for reappointment as Registered Auditor after 10 years, or such shorter period as may be provided for under the Code of Ethics; and

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(b) not consent to an appointment or continue to act as the Registered Auditor after 20 years, or such shorter period as may be provided for under the Code of Ethics.
7.11.2 A Registered Audit Principal which holds an Additional Permit, with respect to any
Public Interest Entity or Financial Institution for which it has been appointed Registered Audit Principal, must not consent to an appointment or continue to act as the Registered Audit Principal after 5 years, or such shorter period as may be provided for under the Code of Ethics.
8. CONDUCT OF AUDITS AND PREPARATION OF AUDIT REPORTS
8.1 Conduct of Audits and Contents of Audit Reports
8.1.1 An Auditor must conduct an audit, and prepare the contents of any relevant audit
report, referred to in these Rules, in accordance with the standards in the following tables:
Registered Auditors:
Type of Company Relevant Standards Report Contents All non-exempt companies International Standards on Auditing Companies Regulations 2020, Part 15 International Standards on Auditing 700 Companies Regulations 2020, Part 15, Chapter 3, sections 467 to 469 Auditors of Public Interest Entities:
Type of Company Additional Relevant
Standards
Report Contents
Public Listed Companies MKT 10 MKT 10.2.7
Auditors of Financial Institutions:
Type of Company Additional Relevant
Standards
Report Contents
Financial Institutions GEN 6 GEN 6.6
Safe Custody Firms COBS 15.10 GEN 6.6.7
Islamic Finance Firms IFR 4 GEN 6
Insurance Firms PIN 6.5 PIN 6.5.3
Funds FUNDS 16 FUNDS 16.3.8

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8.1.2 A Registered Auditor must ensure that every audit report produced by it includes the
name of its Registered Audit Principal with primary responsibility for the Audit Service provided with respect to the relevant audit report and for signing such report.
8.1.3 An individual referred to in Rule 8.1.2 is not by reason of being named in an audit
report in accordance with Rule 8.1.2, subject to any civil liability to which he or she would not otherwise be subject.
9. POWERS OF THE REGISTRAR
9.1 Registration, Licensing and Supervision
9.1.1 The Registrar is responsible for:
(a) the public oversight of Registered Auditors and Registered Audit Principals under these Rules; (b) assessing, and making decisions with respect to, any application under these Rules; (c) determining how the continuing obligations for Registered Auditors and Registered Audit Principals are to be applied in practice (including provision for securing compliance with those standards); (d) determining whether Registered Auditors and Registered Audit Principals have complied with their ongoing obligations under these Rules; (e) registration and licensing of Registered Auditors and Registered Audit Principals, including any Additional Permits held; (f) keeping the Register and making them available for inspection; (g) monitoring (by means of inspections) Registered Auditors and Registered Audit Principals; (h) investigating any apparent breaches of these Rules or terms of any Additional Permit; and (i) imposing and enforcing sanctions.
9.1.2 The Registrar will publish an annual report on the monitoring activities it undertakes
of Registered Auditors and Registered Audit Principals.
9.2 Sanctions
9.2.1 If the Registrar considers that a Registered Auditor or Registered Audit Principal (a
"Relevant Entity") has contravened a relevant requirement, it may take any or all of the following courses of action in relation to the Relevant Entity— (a) issue a private or public censure in relation to such contravention; or (b) impose a financial penalty; or (c) issue a prohibition order; or

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(d) enter into an enforceable undertaking; or
(e) suspend or withdraw the Relevant Entity's registration or Additional Permit or Permits in accordance with Rule 10.1.1(a).
9.2.2 Censure statements
(a) A censure statement must describe in such detail as the Registrar may determine the nature of the contravention and may include such guidance as to any remedial action that the Relevant Entity should consider taking to avoid any repetition of such contravention or any other contravention taking place, as the Registrar may see fit to specify. (b) A public censure statement must be published in such manner as the Registrar determines and a copy of the censure statement must be sent by the Registrar to the Relevant Entity.
9.2.3 Financial penalties
Any financial penalty imposed by the Registrar may be in such amount and may be payable on such terms, as it considers appropriate, provided that the financial penalty not exceed the amount specified for level 8 on the standard fines scale.
9.2.4 Prohibition orders
(a) The Registrar may issue an order prohibiting or restricting a Relevant Entity from providing or otherwise being involved in the provision of, in the Abu Dhabi Global Market, any Audit Service of such type as may be specified in the order and subject to such conditions as may be specified in the order. (b) The Registrar may, if it considers it appropriate or desirable, publish details of any such order in such manner as it determines.
9.2.5 Enforceable undertakings
(a) If the Registrar considers that this would be an appropriate way in which to address any contravention of a relevant requirement or any other concern that it may have with respect to a Registered Auditor or Registered Audit Principal, it may accept a written undertaking from a Relevant Entity on such terms as may be agreed. (b) The Registrar may, if it considers it appropriate or desirable, publish details of any such order in such manner as it determines. (c) If the Registrar considers that any person who has given such an undertaking has breached any of its terms, the Registrar may take such further action as it considers appropriate, including without limitation, imposing another sanction and taking any other action available to him under these Rules and applying to the ADGM Courts for an order or other relief to enforce or provide a remedy in respect of any breach.
9.2.6 In this Rule a "relevant requirement" means a requirement with which a Registered
Auditor or Registered Audit Principal must comply under— (a) these Rules or the Companies Regulations; and

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(b) any Additional Permit.
10. SUSPENSION AND WITHDRAWAL OF REGISTRATION AND ADDITIONAL
PERMITS OF REGISTERED AUDITORS AND REGISTERED AUDIT PRINCIPALS
10.1 Right of the Registrar to Suspend or Withdraw Registration or Additional
Permits
10.1.1 The Registrar may withdraw or suspend the registration or any Additional Permits of
a Registered Auditor or Registered Audit Principal on (a) its own initiative; or (b) at the request of the Registered Auditor or Registered Audit Principal.
10.1.2 Where the Registrar decides to suspend the registration or any Additional Permit of
a Registered Auditor or Registered Audit Principal, it may direct that such suspension:
(a) be for a specific period of time (which may be extended for such further periods and from time to time as the Registrar may consider desirable); or (b) continue until such time as such conditions as the Registrar may consider appropriate have been met to his satisfaction.
10.2 Withdrawals of Registration and Additional Permits
10.2.1 The withdrawal of the registration of a Registered Auditor automatically results in the
withdrawal of the registration of its Registered Audit Principal(s)..
10.2.2 The withdrawal of a Public Audit Permit held by a Registered Auditor will
automatically result in:
(a) the withdrawal of the Public Audit Permit held by its Registered Audit Principal(s); (b) the withdrawal of any FI Audit Permit held by that Registered Auditor; and (c) the withdrawal of any FI Audit Permit held by its Registered Audit Principal(s).
10.2.3 The withdrawal of a FI Audit Permit held by a Registered Auditor automatically results
in the withdrawal of the FI Audit Permit held by its Registered Audit Principal(s).
10.3 Suspensions of Registration and Additional Permits
10.3.1 The suspension of the registration of a Registered Auditor will automatically result in
the suspension of the registration of its Registered Audit Principal(s) for the same period of time and subject to the same conditions as the applicable suspension of the registration of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Audit Principal(s) in writing.
10.3.2 The suspension of a Public Audit Permit held by a Registered Auditor will
automatically result in:

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(a) the suspension of the Public Audit Permit held by its Registered Audit Principal(s) in their capacity as such; (b) the suspension of any FI Audit Permit held by that Registered Auditor; and (c) the suspension of any FI Audit Permit held by its Registered Audit Principal(s) in their capacity as such, for the same period of time and subject to the same conditions as the applicable suspension of the Public Audit Permit of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Auditor or Registered Audit Principal(s) as applicable in writing.
10.3.3 The suspension of a FI Audit Permit held by a Registered Auditor will automatically
result in the withdrawal of the FI Audit Permit held by its Registered Audit Principal(s) for the same period of time and subject to the same conditions as the applicable suspension of the FI Audit Permit of the Registered Auditor, or for such other period of time or subject to such other conditions as the Registrar may notify the relevant Registered Audit Principal(s) in writing.
10.4 Effect of Suspensions
10.4.1 A Registered Auditor that has had its registration or one or both Additional Permits
suspended by the Registrar must not:
(a) in the case of a suspension of the registration of a Registered Auditor (i) provide any Audit Services to an existing client; (ii) agree to provide any Audit Services to any new proposed client; or (iii) issue or sign an audit report; or (b) in the case of a suspension of an Additional Permit, provide any Audit Services for which such Additional Permit is required, in each case, without the prior written consent of the Registrar.
10.4.2 A Registered Audit Principal that has had his registration or one or both Additional
Permits suspended by the Registrar must not:
(a) in the case of the suspension of the Registered Auditor Principal's registration; (i) manage the conduct of any audit work undertaken by a Registered Auditor; or (ii) sign any audit report, or other report required by the Registrar, on behalf of the Registered Auditor; or (b) in the case of the suspension of the Registered Auditor Principal's Additional Permit, carry out any work for which such Additional Permit is required, in each case, without the prior written consent of the Registrar.

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10.4.3 The Registrar may exercise his powers under this Rule 10 in respect of a Registered
Auditor or Registered Audit Principal where the Registered Auditor or Registered Audit Principal:
(a) has failed to comply with any applicable condition or restriction to its registration or any term of any Additional Permits or with any provision of these Rules or any other law or regulation applicable to auditors in the Abu Dhabi Global Market; or (b) is no longer fit and proper for the purposes of these Rules, in the determination of the Registrar; or (c) has entered into any form of insolvency proceeding, whether or not in or under the laws of the Abu Dhabi Global Market; or (d) has been convicted of any serious criminal offence whether or not under the laws of the Abu Dhabi Global Market; or (e) in the case of a Registered Audit Principal, it is no longer appointed by a Registered Auditor to undertake the responsibilities of a Registered Audit Principal for such Registered Auditor.
10.5 Suspension or Withdrawal of Registration or Additional Permits of a
Registered Auditor at the Request of the Registered Auditor
10.5.1 A request for suspension or withdrawal of registration or one or both Additional
Permits by a Registered Auditor must be made in writing to the Registrar in the form specified by the Registrar from time to time in accordance with the requirements of these Rules.
10.5.2 Acceptance of such request remains at the discretion of the Registrar and before
granting a request for suspension or withdrawal the Registrar must first be satisfied that:
(a) the Registered Auditor has made appropriate arrangements with respect to its existing audit clients; and (b) any other matter which the Registrar reasonably expects to be resolved before such suspension or withdrawal takes effect has been resolved.
10.5.3 Once a Registered Auditor has made a request for its registration, or one or both of
its Additional Permits, to be suspended or withdrawn, it must not:
(a) in the case of the suspension or withdrawal of the Registered Auditor's registration, (i) accept any appointment or re-appointment as a Registered Auditor; (ii) provide any Audit Service; (iii) issue any audit reports; or (b) in the case of the suspension or withdrawal of an Additional Permit, carry out work for which such Additional Permit is required, in each case without obtaining the prior written consent of the Registrar.

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10.6 Suspension or Withdrawal of Registration or Additional Permits of a
Registered Audit Principal at the Request of the Registered Audit Principal of their Registered Auditor
10.6.1 A request for the suspension or withdrawal of a Registered Audit Principal's
registration or one or both Additional Permits by the Registered Audit Principal or by the Registered Auditor which has appointed such Registered Audit Principal must be made in writing to the Registrar in the form specified by the Registrar from time to time in accordance with the requirements of these Rules.
10.6.2 Acceptance of such request remains at the discretion of the Registrar and before
granting a request for suspension or withdrawal the Registrar must first be satisfied that:
(a) Where such request is made by a Registered Auditor, that Registered Auditor:
(i) is able to continue to comply with Rule 7.2.1; and (ii) has made appropriate arrangements with respect to its existing audit clients; and (b) any other matter which the Registrar reasonably expects to be resolved before such suspension or withdrawal takes effect has been resolved.
10.6.3 Once a Registered Audit Principal has submitted a request for its registration, or one
or both of its Additional Permits, to be suspended or withdrawn, it must not:
(a) in the case of the suspension or withdrawal of the Registered Auditor Principal's registration; (i) manage the conduct of any audit work undertaken in the Abu Dhabi Global Market; or (ii) sign any audit report, or other report required by the Registrar, on behalf of the Registered Auditor; or (b) in the case of the suspension or withdrawal of the Registered Auditor Principal's Additional Permit, carry out any work for which such Additional Permit is required, in each case, without the prior written consent of the Registrar.
11. PROCEDURAL REQUIREMENTS
11.1 The Registrar's Procedures
11.1.1 The Registrar will exercise its powers and discharge its responsibilities as set out in
these Rules in each case accordance with established principles of natural justice, ensuring that its actions are fair and transparent.
11.1.2 Without prejudice to the generality of Rule 11.1.1, the Registrar must comply with
the following principles in relation to the issuance of Warning Notices and Decision Notices under this Rule:

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(a) a decision to issue a Warning Notice or a Decision Notice must be taken only by:
(i) a person not directly involved in establishing the evidence on which the decision is based; or (ii) 2 or more persons who include a majority of persons not directly involved in establishing that evidence. (b) the procedural formalities and protections afforded to a Recipient must be commensurate with the gravity or seriousness of the proposed action.
11.1.3 The ADGM Courts may take into account any failure of the Registrar in complying
with these requirements in considering a matter referred to them.
11.2 Warning Notices
11.2.1 If the Registrar proposes to -
(a) refuse to grant registration to an Auditor Applicant under Rule 3.3.1, or grant such registration only subject to restrictions or conditions; (b) refuse to grant registration to an Audit Principal Applicant under Rule 4.3.1, or grant such registration only subject to restrictions or conditions; (c) refuse to grant an Additional Permit under Rule 5.5.1, or grant such Additional Permit only subject to restrictions or conditions; or (d) impose any sanction pursuant to its powers under Rule 9.2, it must provide a warning notice (a "Warning Notice") to the relevant Auditor Applicant, Auditor Principal Applicant, Permit Applicant, or direct subject of the sanction, as appropriate (the " Recipient").
11.2.2 A Warning Notice must -
(a) state the action(s) which the Registrar proposes to take; (b) be in writing; (c) give reasons for the proposed action(s); (d) specify a reasonable period (which may not be less than 14 days) within which the person to whom it is given may make representations to the Registrar; (e) state whether Rule 11.5 applies; and (f) if that Rule applies, describe its effect and state whether any material exists to which the person concerned must be allowed access under it.
11.2.3 Following the receipt of a Warning Notice, the Recipient must have the amount of
time specified in the Warning Notice, or such longer time as the Registrar may agree with the Recipient, to make representations to the Registrar in respect of the Warning Notice.

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11.2.4 The Registrar must consider relevant materials, documentation or information
relating to the matter, and consider the representations made by the Recipient within the permitted time (if any), and must, within two months starting on the date on which the period for making representations under Rule 11.2.3, take one or more of the following actions:
(a) abandon all actions proposed by the Warning Notice, in which case it will notify the Recipient of that fact in writing as soon as practicable; (b) issue a subsequent Warning Notice, proposing different or further actions; or (c) take one or more actions specified in the Warning Notice by issuing a Decision Notice. If the Registrar has not taken any of the above actions within the prescribed period, the Registrar will be deemed to have abandoned all actions proposed by the Warning Notice.
11.3 Decision Notices
11.3.1 If the Registrar decides to take an action referred to in a Warning Notice, it must
provide a Decision Notice to the relevant Auditor Applicant, Auditor Principal Applicant, Permit Applicant, or direct subject of the sanction, as appropriate (the "Decision Notice Recipient").
11.3.2 A Decision Notice must -
(a) be in writing;
(b) give the reasons of the Registrar for the decision to take the action to which the notice relates; and (c) give an indication of – (i) any right to appeal to the ADGM Courts which is given by these Rules; and (ii) the procedure for such a reference.
11.4 Right to refer matters to the ADGM Courts
11.4.1 A Decision Notice Recipient may appeal a Decision Notice to the ADGM Courts
within one month of receipt of the Decision Notice, which will conduct a full merits review of the matter giving rise to the Decision Notice and the actions taken by the Registrar, and resolve the issue in accordance with their own procedures.
11.4.2 A Decision Notice that has been appealed continues in effect until the matter has
been resolved by the ADGM Courts, unless the ADGM Courts determine otherwise.
11.5 Access to Material
11.5.1 If the Registrar gives a person ("A") a Warning Notice notifying a recipient that it
intends to, on its own-initiative, withdraw or suspend any registration or Additional Permit under Rule 10.1.1(a), it must -

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(a) allow the person access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice; (b) allow the person access to any other material which was considered or obtained by the Registrar in connection with determining and reaching its decision which, in the Registrar's opinion, might undermine that decision.
11.5.2 The Registrar may refuse A access to particular material which it would otherwise
have to allow A access to if, in its opinion, allowing A access to the material - (a) would not be in the public interest; (b) would breach confidentiality requirements; or (c) would not be fair, having regard to - (i) the likely significance of the material to A in relation to the matter giving rise to the Warning Notice; and (ii) the potential prejudice to the commercial interests of a person other than A which would be caused by the material's disclosure.
11.5.3 If the Registrar refuses under Rule 11.5.2 to allow A access to material, it must give
A written notice of -
(a) the refusal; and
(b) the reasons for it.
11.5.4 The Registrar may refuse A access to particular material on the basis that it consists
of a protected item, in which case, it must give A written notice of - (a) the existence of the protected item; and (b) the Registrar's decision not to allow him access to it.
11.6 Protected Items
11.6.1 A person may not be required under these Rules to produce, disclose or permit the
inspection of protected items.
11.6.2 "Protected items" means -
(a) communications between a professional legal adviser and his or her client or any person representing his client which fall within Rule 11.6.3; (b) communications between a professional legal adviser, his or her client or any person representing his or her client and any other person which fall within Rule 11.6.3 (as a result of paragraph (b) of that Rule); (c) items which - (i) are enclosed with, or referred to in, such communications; (ii) fall within Rule 11.6.3; and

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(iii) are in the possession of a person entitled to possession of them.
11.6.3 A communication or item falls within this Rule if it is made -
(a) in connection with the giving of legal advice to the client; or (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings.
11.6.4 A communication or item is not a protected item if it is held with the intention of
furthering a criminal purpose.
11.7 Publication
11.7.1 A Warning Notice, the existence of a Warning Notice and the contents of a Warning
Notice must not be published or disclosed by the Registrar, the Recipient or any other person.
11.7.2 The Registrar may publish, in such manner as it considers appropriate, a Decision
Notice, part of a Decision Notice, or such information about the matter to which a Decision Notice relates as it considers appropriate, taking into account the fairness of such publication and the effect on the Decision Notice Recipient, the interests of participants in the Abu Dhabi Global Market or the interests of the Abu Dhabi Global Market as a whole.
11.7.3 Except with the prior written consent of the Registrar, no other person may publish
or disclose a Decision Notice, part of a Decision Notice or information about the matter to which a Decision Notice relates, except and to the extent that the Registrar has already so published.
11.7.4 A person, other than the Registrar, who contravenes Rules 11.7.1 or 11.7.3 is liable
to a fine not exceeding level 3 on the standard fines scale.

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SCHEDULE 1
DEFINITIONS
Additional Permit Means a FI Audit Permit or a Public Audit Permit Additional Permit Criteria Means the criteria defined in Rule 5.4.1 ADGM Courts Has the meaning given to that term in the ADGM Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015 Annual Auditor Return Is defined in Rule 7.9 Auditor Applicant Means an applicant for registration as a Registered Auditor Audit Principal Means an individual appointed by a Registered Auditor who is responsible for:
(a) managing the conduct or provision of any
Audit Service undertaken by the
Registered Auditor; or
(b) signing on behalf of the Registered
Auditor audit reports, or any other reports as may be required under the Companies Regulations these Rules or any other law or regulation applicable to any Audit Service provided by such Registered Auditor Audit Principal Applicant Means an applicant for registration as an Audit Principal Audit Service Means (a) an audit of (i) any company, firm or other entity carrying on any businesses or activities in the Abu Dhabi Global Market; (ii) whether a Financial Institution or a Public Interest Entity has complied with applicable requirements in ADGM laws relating to such bodies; or

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(b) the preparation of an opinion or report relating to an audit referred to in (a)(i) or (ii) above or, (c) the carrying out of any other work in respect of or for the purposes of, such audit or preparing such opinion or report, but does not include the performance of any internal audit function by or for a person referred to in (i) or (ii) Code of Ethics The code of ethics for accountants as issued and amended from time to time by the IESBA Commencement Date Is defined in 1.1(b) Decision Notice Is defined in Rule 11 Decision Notice Recipient Is defined in Rule 11 Employee Means an individual:
(a) who is employed or appointed by a Firm in connection with that Firm's business, whether under a contract of service or for services or otherwise; or (b) whose services, under an arrangement between that Firm and a third party, are placed at the disposal and under the control of that Firm Financial Institution or FI Has the meaning given to the term "Financial Institution" in Section 1028 FI Audit Permit Means a Permit granted to a Registered Auditor or Registered Audit Principal under Rule 5.2 Firm Includes any body corporate or body unincorporated, including a legal person, company, partnership, unincorporated association, government or state Fit and proper Includes, without limitation, having the ability and intention to comply with, or as the case may be, demonstrating consistent compliance with, the principles set out in Rules 6.1 (in the case of a Registered Auditor or Auditor Applicant and a Registered Audit Principal or Audit Principal Applicant) and in, the case of a Registered Auditor or Auditor Applicant, also those principles set out in Rule 6.2

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Group Means a group of entities which includes an entity (the 'first entity') and:
(a) any parent undertaking (as defined in the
Companies Regulations) of the first entity; and (b) any subsidiary (as defined in the Companies Regulations) of the first entity; (c) any subsidiary of Parents of the first entity IAASB The International Auditing and Assurance Standards Board of IFAC IESBA The International Ethics Standards Board for Accountants of IFAC IFAC The International Federation of Accountants International Standards on Auditing The international standards on auditing as issued and amended from time to time by the IAASB International Standards on Quality Control The international standards on quality control as issued and amended from time to time by the IAASB Permit Applicant Means an Auditor Applicant, Registered Auditor, Audit Principal Applicant, or Registered Audit Principal (as applicable) who is applying for an Additional Permit Principles for Registered Auditors Means those principles defined in Rules 6.1 and Rule 6.2 Public Audit Permit Means a Permit granted to a Registered Auditor or Registered Audit Principal under Rule 5.1 Public Interest Entity Has the meaning given to that term in Section 372 Recipient Is defined in Rule 11 Recognised Professional Body A full member of IFAC Recognised Professional Qualification A qualification conferred by a Recognised Professional Body Register Means either or both of the register of Registered Auditors and the register of Registered Audit Principals required to be kept by the Registrar pursuant to Rule 2

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Registered and registration Means being entered on the Register by the Registrar in accordance with these Rules and "registration" is construed accordingly Registered Auditor Means a firm registered with the Registrar under Rule 3.1 Registered Auditor Criteria Is defined in Rule 3.2.1 Registered Audit Principal Means a Registered Audit Principal registered with the Registrar under Rule 4 Registered Audit Principal Criteria Means those criteria defined in Rule 4.2.1 Registered Audit Principal Principles Means those principles defined in Rule 6.1 Relevant Auditor Applicant or relevant Registered Auditor Means, in relation to an Audit Principal Applicant or Registered Audit Principal, the Auditor Applicant or Registered Auditor which has appointed such Audit Principal Applicant or Registered Audit Principal to act as a Registered Audit Principal Relevant Entity Is defined in Rule 9.2.1 Relevant requirement Is defined in Rule 9.2.6 Warning Notice Is defined in Rule 11 Working Papers Means all material (whether in the form of data stored on paper, film electronic media, or other media or otherwise) prepared by or for, or obtained by a Registered Auditor in connection with, the performance of the audit concerned and includes:
(a) the record of audit procedures performed;
(b) relevant audit evidence obtained; and
(c) conclusions reached

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SCHEDULE 2
TRANSITIONAL, SAVINGS AND REPEALS PROVISIONS

Definitions
In this Schedule:
(a) "Existing Regulation" means all such legal or regulatory requirements applicable to the provision of any Audit Service in the Abu Dhabi Global Market in force immediately prior to the Commencement Date and whether arising under the Companies Regulations, the Register of Auditors Rules, the RPB Rules or otherwise. (b) "Register of Auditors Rules" means the Companies Regulations (Register of Auditors) Rules 2015 as they were in force immediately before the Commencement Date. (c) "RPB Rules" means the Companies Regulations (Recognised Professional Bodies) Rules 2015 as they were in force immediately before the Commencement Date.
Provisions
(a) Subject as mentioned in paragraph 2(b) below, a firm which, immediately before the Commencement Date, was an eligible auditor recognised by the Registrar and entered on the register required to be kept by the Registrar under the Register of Auditor Rules will, with effect from the Commencement Date, be treated as and hall be entered on the register required to be kept by the Registrar under these Rules as, a Registered Auditor for the purposes of these Rules. Such a firm is referred to in this Schedule as an "Existing Recognised Auditor". (b) An Existing Recognised Auditor remains subject to the requirements of the Existing Regulation and does not become subject to the requirements of these Rules (including, without limitation and for the avoidance of doubt, any requirement to appoint any Registered Audit Principal but excluding the provisions of this Schedule) until the earlier of: (i) the expiry of the period of 12 months starting with the Commencement Date, and (ii) the date of its reregistration under these Rules as a Registered Auditor pursuant to an application for registration made in accordance with Rule 3.1. (c) With effect from the Commencement Date no firm will be entitled to apply to be recognized by the Registrar as an eligible auditor and the Registrar will no longer have any power to register any firm as an eligible auditor pursuant to the Register of Auditors Rules. (d) The Register of Auditors Rules and the RPB Rules will be repealed with effect from the expiry of the period of 12 months starting with the Commencement Date.

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(e) An Existing Recognised Auditor who has not been re-registered as a Registered Auditor pursuant to an application for registration made in accordance with Rule 3.1 will have his or her registration withdrawn and cancelled with effect from the expiry of 12 months starting with the Commencement Date. (f) An Existing Recognised Auditor must continue to maintain any records which were required to be maintained under the Existing Regulation for the period of time required under the Existing Regulation.

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SCHEDULE 3
REGISTERED AUDITOR AND AUDIT PRINCIPAL REGISTRATION AND RENEWAL FEES

AUDITOR REGISTRATION AND RENEWAL FEES
1.1 Initial Auditor Registration Fees
1.1.1 The initial registration fee payable by Auditors of entities other than Public Interest
Entities and Financial Institutions is US $1,000.
1.1.2 There is an additional registration fee payable by a Registered Auditor as follows:
Application Type Cost (US $)
Public Audit Permit $2,500
FI Audit Permit $2,500
1.2 Registered Auditor Renewal Fees
1.2.1 If a Registered Auditor wishes to renew their registration they must pay an annual
renewal fee ("Auditor Renewal Fee").
1.2.2 The Auditor Renewal Fee will be determined by the number of audits conducted by
the Registered Auditor in the previous year and is payable as follows:
Auditor Category
Cost (US $)
(based on the number of audits conducted by the Registered Auditor in the previous year) 0 – 15 16 – 30 31+ Auditors of entities other than Public Interest Entities and Financial Institutions $1,000 $2,000 $3,000 Auditors of Public Interest Entities $2,500 $5,000 $7,500 Auditors of Financial Institutions $2,500 $5,000 $7,500
1.2.3 The Auditor Renewal Fee must be paid:
(a) in the case of the first Registered Auditor Renewal Fee since the Auditor Registration Fee, then:
(i) no earlier than 21 days prior to the anniversary of the date of the registration of the Registered Auditor; and

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(ii) no later than 7 days prior to the anniversary of the date of the registration of the Registered Auditor; or (b) in the case of any subsequent renewal, then:
(i) no earlier than 21 days prior to the anniversary of the previous renewal of the Registered Auditor's registration; and (ii) no later than 7 days prior to the anniversary of the previous renewal of the Registered Auditor's registration.
2. AUDIT PRINCIPAL REGISTRATION FEES
2.1 Audit Principal Initial Registration Fee
The initial registration fee payable by Audit Principals is US $500 for registration as an Audit Principal (the "Audit Principal Registration Fee").
2.2 Audit Principal Annual Renewal Fee
2.2.1 Subsequent to the Audit Principal Registration Fee, an Audit Principal must renew
their registration fee on an annual basis (the "Audit Principal Renewal Fee").
2.2.2 The Audit Principal Renewal Fee is US$500.
2.2.3 The Audit Principal Renewal Fee must be paid:
(a) in the case of the first Audit Principal Renewal Fee since the Audit Principal Registration Fee, then:
(i) no earlier than 21 days prior to the anniversary of the date of the registration of the Audit Principal; and (ii) no later than 7 days prior to the anniversary of the date of the registration of the Audit Principal; or (b) in the case of any subsequent renewal, then:
(i) no earlier than 21 days prior to the anniversary of the previous renewal of the Audit Principal's registration; and (ii) no later than 7 days prior to the anniversary of the previous renewal of the Audit Principal's registration.
3. LATE PAYMENT PENALTIES
3.1 Late Payment of Registered Auditor Renewal Fee
3.1.1 Where a Registered Auditor fails to renew their Auditor Registration Fee on time, the
Registered Auditor must pay a late payment fee of:
(a) US $1,000; or
(b) an amount equal to 3% of the fee due (whichever is greater).

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3.1.2 The fee due will increase by 1% for each calendar month, or part of a calendar month,
for which the fee remains outstanding after the due date.
3.2 Late Payment of Audit Principal Renewal Fee
3.2.1 Where an Audit Principal fails to renew their Audit Principal Registration Fee on time,
the Audit Prinicipal must pay a late payment fee of:
(a) US$ 1,000; or
(b) an amount equal to 3% of the fee due (whichever is greater).
3.2.2 The fee due will increase by 1% for each calendar month, or part of a calendar month,
for which the fee remains outstanding after the due date.
4. INSPECTION FEES
For the purposes of Rule 2.2.6 there is no inspection fee.

Appendix 2: Commercial Licensing Regulations 2015 (Controlled Activities Rules) 2018

Appendix 3
LIMITED LIABILITY PARTNERSHIPS RULES 2020
The Board, in exercise of the powers conferred by section 16 of the Limited Liability Partnerships Regulations 2015, hereby makes the following Rules . . . 418.— Filing obligations of LLPs subject to small LLPs regime (1) The members of an LLP subject to the small LLPs regime– (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and (b) may also deliver to the Registrar a copy of the LLP's profit and loss account for that year. (2) The members must also deliver to the Registrar a copy of the auditor's report on the accounts that it delivers. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the LLP's annual accounts and reports. (4) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board. (5) The copy of the auditor's report delivered to the Registrar under this section must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section. … 420.— Filing obligations of medium-sized LLPs (1) The members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded as being treated as medium-sized)) must deliver to the Registrar a copy of the LLP's annual accounts. (2) They must also deliver to the Registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board. (4) The copy of the auditor's report delivered to the Registrar under this section must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or

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(b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section. (5) This section does not apply to LLPs within section 418 (filing obligations of LLPs subject to the small LLPs regime). 421.— Filing obligations of LLPs generally (1) The members of an LLP must deliver to the Registrar for each financial year of the LLP a copy of the LLP's annual accounts. (2) The members to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption. (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board. (4) The copy of the auditor's report delivered to the Registrar under this section must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section. (5) This section does not apply to LLPs within– (a) section 418 (filing obligations of LLPs subject to the small LLPs regime), or (b) section 420 (filing obligations of medium-sized LLPs)." … 473.— Auditor's rights in relation to meetings (1) An LLP's auditor is entitled– (a) to receive all notices of, and other communications relating to, any meeting which a member of the LLP is entitled to receive, where any part of the business of the meeting concerns them as auditors, (b) to attend any meeting of the LLP where any part of the business of the meeting concerns them as auditors, and (c) to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor. (2) Where the auditor is a firm, tThe right of an LLP’s auditor to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting. … 475.— Senior auditor

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(1) The senior auditor means the individual identified by the firm as senior auditor in relation to the audit in accordance with– (a) standards issued by the Board, or (b) if there is no applicable standard so issued, any relevant guidance issued by– (i) the Board, or (ii) a body appointed by the Board. (2) The person identified as senior auditor must be eligible for appointment as auditor of the LLP in question (see Chapter 2 of Part 35 of the Companies Regulations). (1) The senior auditor means the individual appointed by the audit firm as the audit principal in relation to the audit in accordance with Rules made by the Registrar under Part 35 of the company Regulations 2020. (2) The senior auditor must be eligible for appointment as audit principal of the company in question, including, in the case of public interest entities and financial institutions, satisfying any additional requirements for audit principals of such companies. (3) The senior auditor is not, by reason of being named or identified as senior auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject. 476.— Names to be stated in published copies of auditor's report (1) Every copy of the auditor's report that is published by or on behalf of the LLP must– (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section. (2) For the purposes of this section an LLP is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it. (3) If a copy of the auditor's report is published without the statement required by this
section, a contravention of the Companies Regulations is committed by–
(a) the LLP, and
(b) every designated member of the LLP who is in default.
(4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine. 477.— Circumstances in which names may be omitted (1) The auditor's name and, where the auditor is a firm, the name of the person who signed the report as senior auditor, may be omitted from– (a) published copies of the report, and

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(b) the copy of the report delivered to the Registrar under Chapter 8 of Part 14 (filing of accounts and reports), (c) if the following conditions are met. (2) The conditions are that the LLP– (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior auditor, or any other person, would be subject to violence or intimidation, has determined that the name should not be stated, and (b) has given notice of the determination to the Registrar, stating– (i) the name and registered number of the LLP, (ii) the financial year of the LLP to which the report relates, and (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior auditor. … 491.— Duty of auditor to notify appropriate audit authority (1) Where– (a) in the case of a major audit, an auditor ceases for any reason to hold office, or (b) in the case of an audit that is not a major audit, an auditor ceases to hold office before the end of his their term of office, (c) the auditor ceasing to hold office must notify the appropriate audit authority and the Registrar. (2) The notice must– (a) inform the appropriate audit authority Registrar that he has they have ceased to hold office, and (b) be accompanied by a copy of the statement deposited by him at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP). (3) If the statement so deposited is to the effect that he considers that there are no circumstances in connection with his their ceasing to hold office that need to be brought to the attention of members or creditors of the LLP, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office. (4) The auditor must comply with this section– (a) in the case of a major audit, at the same time as he deposits a statement at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP), (b) in the case of an audit that is not a major audit, at such time (not being earlier than the time mentioned in subsection (4)(a)) as the appropriate audit authority or the Registrar may require.

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(5) In this section, "major audit" means an audit conducted under this Part in respect of- (a) an LLP whose securities have been listed on a recognised investment exchange, and (b) any other person in whose financial condition there is a major public interest. (6) In determining whether an audit is a major audit within subsection 5(b), regard shall be had to any guidance issued by the Registrar. (7) A person An auditor ceasing to hold office as auditor who fails to comply with this
section commits a contravention of the Companies Regulations.
(8) If that person is a firm a A contravention is committed by:
(a) the firm, and
(b) every officer of the firm who is in default.
(9) An auditor and any officer of the auditor A person does not commit the contravention referred to in subsection (7) if he they shows that he they took all reasonable steps and exercised all due diligence to avoid the commission of the contravention. (10) A person An auditor who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine.

Consultation Paper No. 9 of 2020 – Proposed Amendments to the ADGM Auditors’ Framework