EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 26 February 2008 
at the request of the Portuguese Ministry of Finance and Public Administration 
on two draft decree-laws transposing Directive 2006/43/EC of the European Parliament and of the 
Council of 17 May 2006 on statutory audits of annual and consolidated accounts, concerning the 
supervision of auditors 
(CON/2008/11) 
 
Introduction and legal basis  
On 16 November 2007 the European Central Bank (ECB) received a request from the Portuguese 
Ministry of Finance and Public Administration fo r an opinion on two draft decree-laws transposing 
Directive 2006/43/EC of the European Parliament a nd of the Council of 17 May 2006 on statutory audit 
of annual and consolidated accounts (her einafter the ‘draft decree-laws’). 
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and the third indent of Article 2(1) of Council Decision 98/415/EC of 29 June 1998 
on the consultation of the European Central Bank by  national authorities regarding draft legislative 
provisions1, as one of the draft decree-laws relates to th e Banco de Portugal. In accordance with the first 
sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing Council 
has adopted this opinion. 
 1.  Purpose of the draft decree-laws 
The draft legislation is intended to transpose into  Portuguese law Directive 2006/43/EC of the European 
Parliament and of the Council of 17 May 2006 on stat utory audits of annual accounts and consolidated 
accounts, amending Council Directives 78/660/EEC  and 83/349/EEC and repealing Council 
Directive 84/253/EEC (hereinafter the ‘Directive’)
2. The Directive imposes harmonised rules on statutory 
auditors and audit firms and requires Member States to  organise an effective system of public oversight of 
such entities based on the principles of adequacy, eff ectiveness and independence. It further recommends 
that the competent authorities of the Member States c ooperate with each other for the purpose of carrying 
out said duties. 
With this aim, the first draft decree-law est ablishes the National Aud it Supervisory Council ( Conselho 
Nacional de Supervisão de Auditoria , hereinafter the ‘CNSA’), charged with organising a system for the 
                                                 
1  OJ L 189, 3.7.1998, p. 42.  
2  OJ L 157, 9.6.2006, p. 87. 
2 public oversight of statutory auditors and audit firms in accordance with the Dir ective. The Statute of the 
CNSA (hereinafter the ‘CNSA Statute’) is published as an annex to the first draft decree-law and is an integral part of it.  
The second draft decree-law amends the Statute of  the Association of Statutory Auditors ( Ordem dos 
Revisores Oficiais de Contas ) and has no connection with the Banco de Portugal. In view of the above, 
the present opinion deals only with the first draft decree-law. 
 2. General observations  2.1 Article 1 of the draft decree-law establishes the CNSA. According to its Statute, the CNSA is an 
independent body with no legal pe rsonality and subject to oversight by the Minister for Finance 
(Article 2). The tasks entrusted to the new body by the draft decree-law include, inter alia , 
supervising the approval and registration of statut ory auditors and audit firms and of the adoption 
of standards of professional ethics, internal quality assurance rules for audit firms and audit 
procedures (Article 3(1)(a)). The CNSA will also  issue regulations on matters falling within the 
scope of its responsibilities, coordinate the differe nt national entities with powers in the field of 
auditing and assist and cooperate with other inte rnational bodies with powers to approve, register, 
assure the quality of, inspect and discipline statutor y auditors and audit firms (Article 3(1)(b),(c) 
and (d)). The powers conferred on the CNSA in clude issuing binding prior opinions on quality 
assurance system rules, ethical standards and a uditing standards foreseen in Article 11(1)(c). 
2.2 In accordance with the draft decree-law, (Article 5), participation in the CNSA will become part of 
the Banco de Portugal’s statutory t asks. Such participation consists of one of the members of its 
Board of Directors being a permanent member of the CNSA (Article 9(1)(a) of the CNSA Statute). This new function is not related to the European System of Central Banks (ESCB) and, therefore, 
pursuant to the last sentence of Article 14.4 of the ESCB Statute, such new function would have to 
be performed on the Banco de Portugal’s respons ibility and liability. However, as previously 
pointed out
3, and without prejudice to the Governing Council’s powers under Article 14.4 of the 
ESCB Statute, the ECB does not consider that th e abovementioned tasks would interfere with the 
objectives and tasks of the ESCB or with the responsibilities of the Banco de Portugal as an integral part of the ESCB. In this context, th e ECB notes that the CNSA will be an independent 
body (Article 2(1) of the CNSA Statute) and that  the tasks of the CNSA will be without prejudice 
to the tasks and powers conferred by law to the Banco de Portugal (Artic le 3(2) of the CNSA 
Statute). 
                                                 
3  See ECB Opinions CON/2007/29 of 5 October 2007 at the reque st of the Portuguese Ministry of Finance and Public 
Administration on a draft decree-law amending the legal fram ework of credit institutions  and financial companies, 
CON/2007/8 of 21 March 2007 at the request of the Czech Ministry of Industry and Trade on certain provisions of a draft 
law amending the Law on consumer protection relating to Česká národní banka, CON/2006/ 47 of 13 September 2006 at 
the request of the Czech Ministry of Indus try and Trade on an amendment to the Law on Česká národní banka, and 
CON/2006/38 of 25 July 2006 at the request of the Bank of Gr eece on a draft provision on the Bank of Greece’s powers 
in the field of co nsumer protection. 
3 3. Specific observations  
3.1 As regards responsibility, the ECB notes that the CNSA has no legal personality but enjoys the 
capacity to be party to judicial proceedings (Article 2(1)(3) of the CNSA Statute). The ECB considers that the implications of the lack of legal personality for the regime of non-contractual 
liability, which could rest on the CNSA’s memb ers, may require adequate consideration.   
3.2 On the other hand, the lack of legal persona lity requires proper consideration of the CNSA’s 
financing regime, as this would imply the allocati on of human, technical and material resources by 
the entities comprising the CNSA (Articles 14(1) and 27(1) of the CNSA Statute). This allocation has to be subject to previous annual budgeting, so that those entities could mobilise the necessary 
resources. The ECB has consistently held the view  that ‘Member States may not put their NCBs in 
the position of not having sufficient financial resources to carry out their ESCB or Eurosystem-related tasks, as applicable’
4. The ECB therefore expects that , when granting these additional 
functions to the Banco de Portugal, care will be taken to ensure that the Banco de Portugal’s 
operational capacity to carry out ESCB-related tasks will not be affected. 
 This opinion will be published on the ECB’s website.    Done at Frankfurt am Main, 26 February 2008. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET 
 
                                                 
4 See e.g. the ECB’s Convergence Report 2004, p. 28, and similarly in the ECB’s Convergence Report December 2006, 
p. 27.