Duration of the auditor’s assignment and rotation rules

Duration of a statutory audit mandate

Article 13 of the CCC:

The statutory auditor is appointed for three years, renewable.

Section 260 of the CCC:

Subject to the provisions of Article 13a of this Code, the general meeting of shareholders shall appoint one or more auditors for three years.

Comments:

The term "year" must be understood in the sense of social exercise because the restrictive interpretation of this term would lead to a time limitation of the commissioner’s mandate and permanent role. Pending a substitution in the texts from the financial year to the year, the term of office of the Commissioner must be heard for three financial years, and the end of the term of office can only take place at the end of the third meeting following that of the designation since it is inconceivable that the term of office should end before the Commissioner reports to his constituents on the scope of his work and conclusions.

Furthermore, it should be noted that the current statutory auditor (that is until the general meeting ruling on the accounts of the last term of office of the auditor has not met) remains responsible until the meeting ends his mandate. The newly appointed auditor only assumes responsibility for events before the date of his appointment if these events appear in the examination of the operations of the current fiscal year or if they cannot escape his notice within the framework of the normal due diligence that is incumbent upon him.

Rotation rules

Rotation rules – Specific provisions applicable to companies subject to the obligation to designate a CAC entered in the OECT table

Article 13 of the CCC:

However, the number of successive terms, including renewal, may not exceed for commercial companies subject to the obligation to appoint a statutory auditor registered with the Tunisian Order of Chartered Accountants:

• Three terms when the statutory auditor is an individual, and

• Five mandates if the statutory auditor takes the form of an accounting firm with at least three accounting experts registered on the board of the Tunisian Order of Chartered Accountants, This is subject to changing the professional who assumes personal responsibility for the content of the audit report and changing the team involved in the audit once, at least after three terms.

The procedure for applying this paragraph shall be laid down by decree. The provisions of the second paragraph of this Article shall apply when the terms of office are renewed from 1 January 2009.

Article 3 of Decree No. 2006-1546 of 6 June 2006, implementing the provisions of Articles 13, 13 bis, 13 ter, 13 quarter, and 256 bis of the Commercial Companies Code.

Any practice that may directly or indirectly result in exceeding the maximum number of successive mandates provided for in Article 13a of the Commercial Companies Code constitutes a breach of the rotation principle.

Breach of this principle includes, but is not limited to, the exercise of statutory auditing by:

• An accounting firm in which the statutory auditor who has reached the maximum number of successive mandates holds an interest in its capital,

• An accounting firm resulting from a merger operation when one of the merged companies has reached the maximum number of successive mandates, 

• One of the accounting firms created by the division of an accounting firm has reached the maximum number of consecutive mandates. 

• An auditor who participates or has participated in the capital of an accounting firm has reached the maximum number of successive mandates, 

  
  

  However, when the maximum number of successive mandates provided for in Article 13a of the Commercial Companies Code is not reached, the statutory auditors mentioned in the above cases may continue the audit of the accounts of a company within the limit of the number of mandates remaining provided that the professional who engages his responsibility on the content of the audit report accounts and change the work team involved in the control operation by the conditions laid down in Article 13a.

Divestiture Rule - Specific provisions applicable to the external audit of banks and financial institutions

Article 92 of Law No. 2016-48 of 11 July 2016 on banks and financial institutions

The annual accounts of banks and financial institutions making public offerings within the meaning of Law 94-117, reorganizing the financial market, are subject to the certification of two auditors registered in the register of the order of chartered accountants of Tunisia.

The annual accounts of financial institutions not making public offerings are subject to the certification of an auditor registered with the Order of Chartered Accountants of Tunisia.

The statutory auditors are natural or legal persons appointed for three years renewable only once.

Article 93 of Law No. 2016-48 of 11 July 2016 on banks and financial institutions

At the end of the two mandates mentioned in Article 92 of this Law, the auditor of a bank or financial institution may be reappointed only after the expiry of a period not less than three years from the date of the end of their duties.

The same statutory auditor, natural or legal person, may not at the same time be appointed to more than two banks and two financial institutions.