BOARD OF AUDITORS
Annual Report to the
Board of Governors
for the period ended 31 December 2013

1. Introduction

The Board of Auditors of the European Stability
Mechanism [the "ESM"] is estabbshed pursuant to
Article 30 of the Treaty establishing the ESM and
Article 24 of the ESM By-Laws. The Board of
Auditors is independent from the Board of Directors
and its members are appointed directly by the Board
of Governors.
The Board of Auditors carries out independent
audits, inspects the ESM accounts, audits regularity,
compliance, performance, risk management, and
monitors as well as reviews the ESM's interne] and
external audit processes and their results.
This report is addressed to the Board of Governors
in accordance with Article 24(6) of the ESM By-Laws
and provides details on the audit work of the Board
of Auditors, its audit findings in relation to the financial statements of the ESM and its conclusions and
recommendations for the period from 1 January to
31 December 2013. This report will be made available also to the national parliaments and supreme
audit institutions of the ESM Members, to the
European Court of Auditors and the European
Parlament.
The members of the Board of Auditors were
appointed by the Board of Governors on B October
2012 as follows:
• Mr Harald Noack, nominated by the European
Court of Auditors

Mr Marc Gengler, nominated by the Supreme
Audit Institution of the Grand Duchy of
Luxembourg
Mr Ulrich Graf nominated by the Supreme Audit
Institution of the Federal Republic of Germany
Ms Katarína Kaszasová, upon the proposal of the
Chairman of the Board of Governors
Mr Jules Muis, upon the proposal of the Chairman
of the Board of Governors
The Board of Auditors elected Mr Harald Noack as
Chairperson and Ms Katarína Kaszasová as Vicechairperson of the Board of Auditors. The members
of the Board of Auditors were appointed for a nonrenewable term of three years, except for
Ms Kaszasová and Mr Graf whose names were
drawn by lot and who were appointed for a nonrenewable term of four years to ensure continuity of
the work of the Board of Auditors. Mr Harald Noack
stepped down as Chairperson and member of the
Board of Auditors on 20 November 2013 due to the
end of his mandate as a Member of the European
Court of Auditors. Since that day, meetings of the
Board of Auditors were chaired by Ms Kaszasová
who was later on 21 March 2014, elected as
Chairperson. On 19 December 2013, Mr Igors
Ludbork's was appointed by the Board of Governors
as the fifth member of the Board of Auditors upon
nomination by the European Court of Auditors.

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At the time of their appointment and during the performance of their duties, the members of the Board
of Auditors took care to avoid all conflicts of interest
and have refrained from any action incompatible
with their duties. The members of the Board of
Auditors acted independently and have not sought
or taken instructions from the ESM governing bodies, the ESM Members or any other public or private
body.

2.2 Scope
The Board of Auditors hes:

performed limited review procedures in accordance with Article 30 (3) of the ESM Treaty and
Article 24 (4) of the ESM By-Laws focusing,
among others, on the review of accounting and
reporting systems, procurement pohcies, service
level agreements and risk management governance and policies;
reviewed whether and in how far recommendations arising from the 2012 Annual Report to the
Board of Governors were considered and
implemented;

2. Activities of the Board of
Auditors
21. Meetings of the Board of Auditors
The Board of Auditors held 11 meetings in 2013.
The purpose of these meetings was to be briefed by
and to discuss with ESM management ESM developments and oversight questions, in particular relating
to the ESM Board of Auditors core missions a) the
assuring of the integrity and adequacy of the financial statements and the related controls frameworks; b) as well as the selective performance of
efficiency and effectiveness reviews. Additionally, the
Board of Auditors had two internal conference calls
and met once with the ESM Board of Directors as
well as with the Risk Committee of the Board of
Directors.
During their meetings, the Board of Auditors
received regular updates on the activities of the
ESM and the ESM governing bodies, attended presentations by management on specific topics requested by the Board of Auditors and met with the internal auditor and the externe] auditor.

reviewed the ESM financial statements for the
period ended 31 December 2013 as drawn up
and adopted by the Board of Directors on
24 March 2014. The ESM 's Financial Statements
were prepared and presented in accordance with
the Directive 86/635/EEG of the Council of the
European Communities of 8 December 1986 on
the annual accounts and consolidated accounts
of banks and other financial institutions, as
amended by Directive 2001/65/EC of
27 September 2001, by Directive 2003/51/EC
of 18 June 2003 and by Directive 2006/46/EC
of 14 June 2006;
noted that in accordance with the aforementioned financial statements, the balance sheet
totals as at 31 December 2013 amount to EUR
760 billion and consist mainly of Joans and advances to euro area Member states (EUR 46 billion),
subscribed capital celled but not paid (EUR 16 billion) and subscribed ("authorized" according to
Article B of the Treaty estabfishing the ESM) capital not yet called and unpaid (EUR 620 billion). The
total own funds do amount to EUR 700 billion and
liabilities are composed of mainly debts evidenced
by certificates (EUR 60 billion). The net profit for
the financial year amounts to EUR 254 million,
mainly the result of interest receivable and similar
income [EUR 353 million], interest payable and
similar charges (EUR 111 million), net profit on
financial operations (EUR 26 milfion) and general
administrative costs (EUR 31 milhon);

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monitored and reviewed external audit processes
performed by PricewaterhouseCoopers, Société
coopérative, Luxembourg (further referred to as
"PwC");
met regularly with the ESM Managing Director,
members of the Management Board including the
Secretary General, Head of Corporate
Governance & Interne, Pohcies, Head of Finance
and Control, Operational Risk Officer, Interne'
Auditor and other members of ESM management
and discussed as well as reviewed relevant issues
and developments; and
received on its request various written representations from the ESM management Board members and members of the ESM management concerning issues of oversight interest.

3. Follow up of 2012 Board of
Auditors Annual Report to the
Board d Governors

The Board of Auditors invited the Board of Governors
to consider findings and recommendations mentioned in its 2012 Annual Report and to undertake
appropriate initiatives.
Based on a follow-up audit and its ongoing work, the
Board of Auditors points out the following:
• The Board of Auditors observed during the year
2013, and in the subsequent months up to the
signing of its 2013 Annual Report, progress being

made in the direction of the development and
implementation of a standard practice controls
framework. lt commends the ESM management
for its efforts, and notes that in the first full year
stage of ESM operations design of a control
framework inevitably precedes its implementation.
In that context the Board of Auditors reiterates
its strong recommendation that the ESM adopts
the EU regulatory framework as its own.
The Board of Auditors notes that, at this early
stage, the ESM's controls framework is work in
progress; that ESM's "three bries of defense" concept in building such framework is still progressing in
design, and with some delay in implementation.
The Board of Auditors focused in particular in this
development phase on the adequacy and acceptability of the ESM's financial controls and its
Financial Reporting frame of reference.
The Board of Auditors welcomes in this regard
the ESM management's commitment, based on
the Board of Auditors- 2012 recommendation, to
reassess in 2014, after two years of experience,
the ESM's chosen accounting frame of reference
(the EU accounting and Banking Directives), as "fit
for purpose".
In addition the Board of Auditors takes note of the
progress made to introduce an ESM accounting
manual.
• The Board of Auditors takes note of the progress
made in the area of procurement. Nevertheless
the Board of Auditors points out that the ESM
procurement prikjes are not aligned with EU public procurement pohcies.
The follow-up of the 2012 findings and recommendations related to the internal and external audits are
presented and commented in separate sections of
this report.

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4. Findings

4.1. Financial statements
In accordance with the ESM By-Laws, Article 23 (2)
(d) the Board of Auditors reported, in its separate
Report on Financial Statements, the following:
"1-laving examined the first full year of the ESM, the
Board of Auditors observes, as detailed in its Annual
Report for the year ended 31 December 2013, that
the institution hee made progress in design and in
implementation of internen operational and managerial controls. The ESM controls frame work is still
evolving and, against the background of rapidly
changing operational and extemal demands, continues to face challenges in reaching standard practice. The Board of Auditors notes that, to the best of
its judgement no other materie! matters have come
to its attention that would prevent it from recommending that the Board of Governors approve the
ESM financial statements for the period ended
31 December 2013."
Based on knowledge obtained from exchanges of
view with the ESM management and the external
auditors as well as based on publicly available information, the Board of Auditors is not aware of any
significant subsequent events to be recognized in
the ESM financial statements for the period ended
31 December 2013.
4.2 External audit
In accordance with the ESM treaty, Article 29
'Accounts of the ESM shall be audited by independent extemal auditors approved by the Board of
Governors and responsible for certifying the annual
financial statements'
The ESM financial statements for the year ended
31 December 2013 were audited by
PricewaterhouseCoopers, Société cooperative,
Luxembourg (further referred as "PwC").

PwC was appointed as "réviseur d'entreprises
agree" (statutory auditor) by the ESM Board of
Governors on B October 2012. The engagement
letter was signed by the ESM representatives on
4 February 2013. Based on this engagement letter, PwC was requested to carry out a statutory
audit of the financial statements of the ESM as of
and for the year ending 31 December 2013 in
accordance with International Standards on
Auditing as adopted for Luxembourg by the
"Commission de Surveillance du Secteur Financier"
(further referred as "CSSF"), the Luxembourg legislation, the professional standards adopted by CSSF
and the professional standards issued by the
"Institute des Réviseurs d 'Entreprises".
PwC issued an unqualified Auditor's report on
3 April 2014 stating that "In Dur opinion, the financial statements give a true and fair view of the financial position of European Stability Mechanism as of
31 December 2013, and of the results of its operations and its cash flows for the year then ended in
accordance with the general principles of the
Directives."
In accordance with the ESM By-Laws, Article 24,
[4) 't (Board of Auditors) shall monitor and review
the ESM's interne] and externe] audit processes
and their results
The Board of Auditors has met the PwC representatives several times; reviewed documentation prepared by PwC and discussed the auditor's strategy
and planning, interim results. and the closing of the
audit. The Board of Auditors noted that due to
improvements in the design and implementation of
ESM internal controls, the substantive tests were
combined with tests of controls. The PwC team
also included an international expert responsible
for compliance assessment of the ESM accounts
with the EU Accounting Directive.

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The Board of Auditors brings to Board of
Governors attention the following:
Despite the Board of Auditors recommendation in 2012 to conduct a procurement process for the selection of the external auditor of
the ESM financial statements prepared for the
year ended 31 December 2013, the ESM has
continued to engage PwC through a contract
signed on 4 February 2013.
The Board of Auditors therefore reiterates its
earlier recommendation; but takes note of the
proposal made by the ESM to conduct a competitive procurement process in mid-2014.
The Board of Auditors also welcomes the ESM
invitation to observe this process to ensure full
transparency and quality of the process.
PwC presented a selection of the audit evidence to the Board of Auditors during a meeting in the PwC premises. Nevertheless, full
access to the external audit files was not
granted for the year ended 31 December
2013 due to legal obstacles.
Therefore the Board of Auditors must reiterate its 2012 finding and recommendation
about access to the audit documentation, as
required by ESM's statutory provisions. The
Board of Auditors welcomes the effort to be
made between the ESM and the externe] auditors to assure statutory compliance in respect
of the statutory audit of the 2014 ESM financial statements and onward.
Although the PwC audit report issued on
24 March 2014 was prepared in accordance
with International Standards on Auditing, the
Board of Auditors would like to reiterate its former recommendation to expand the external
auditor's mandate to include a long form
report, eg. covering risk management as well.
The Board of Auditors takes note of the ESM's
"special topic report", aimed at audits over and
beyond the narrow financial audit requirements. Nevertheless this initiative cannot be

treated as a substitute for a long form report.
The service providers refused the Board of
Auditors as well as the ESM direct (audit)
access; despite an attempt by the ESM to
secure such access in the Service Level
Agreement.
The Board of Auditors reiterates its former
recommendation to have unlimited audit
access regarding services provided by third
parties.
PwC noted in its management letter that the
ESM needs to:
document the main controls put in place;
• implement additional controls in accounting
entries and deliverables produced in order to
avoid accounting errors and therefore to put in
place also an automatie link between ESM and
the service provider accounting system;
• continue the efforts performed in the monitoring
of the list of authorized signatures and give more
details in the procedure with regard to the opening and closing of bank accounts.

The ESM management committed to follow up
those recommendations.

4.3 Internet audit
The ESM Treaty, Article 28 stipulates: 'An internal audit function shall be established according
to international standards". Additionally, Article 24
(4) of the ESM By-Laws requires: 't (the Board of
Auditors) shall review the ESM's internal and
external audit processes and results':
After a temporary internal audit outsourcing
arrangement with an external firm of auditors in
early 2013, the ESM's internal audit function was
launched as of 1 July 2013. The ESM's internal
audit carried out a number of audits, on matters
such as governance and risk framework of the
investments of paid-in capita', ESM funding activities, lending, Human Resources Administration
and compensation and benefits. 4 proper

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response mechanism has been set up to assure
internal audit recommendations follow-up.
The results of the audits are reflective of the
development stage of the ESM and show progress in the design of controls systems in the
areas indicated above. The results of the audits
also flag some lagging in implementation.
The Board of Auditors has established a close
working relationship with the internal auditors,
monitored management response and proposed
resolution of the matters raised.
The Board of Auditors emphasizes that in ESM's
control framework the internal audit forms a third
line of defense, yet at this stage is composed of
one professional only.
4.4 Risk Management audit
The Board of Auditors carried out an audit of the risk
management. The audit covered different aspects
of risk management; the aim was to obtain an overview of the design of the ESM risk management system as well as the pohcies and guidehnes.
The engagement excluded a review of the strategic
risk management. It is the Board of Auditors understanding that this function, which entails lending
decision preparation as well as monitoring the compliance with the conditionality attached to the financial assistance facilities, has been delegated to
members of the 'Troika'. Their views are subject of
review and political decision by ESM's shareholders
as represented in the Board of Governors. Hence,
the audit has been limited to the operational responsibilities of the ESM.
The audit was carried out in accordance with Article
30(3) of the ESM Treaty. In line with Article 24(5) of
the ESM By-Laws, the Board of Auditors appointed
subject matter experts to support the audit work.
The main findings are as follows:

The ESM-Treaty obliges the ESM to implement
appropriate risk management. The ESM follows a
"Three Lines of flefense" concept, whereby the
second line represents the independent risk management function. The ESM's risk management is
based on an embedded organization: Beside the
central Risk Department, specific tasks haVe
been distributed to experts "embedded" within
other operational units. Some of these experts
have responsibilities which comprise both first
and second line of defense activities.
The Board of Auditors recommended a clearer
distinction between first line and second line of
defence. ESM staff should either be assigned to
an operational function or a designated risk management function.
The ESM management has replied that it will
reorganize the risk management organization
due to the increased profile of the ESM in 2014.
In future there will be no combined first and second line teams or embedded risk managers.
The ESM has a transitional investment portfolio
which by 31 December 2013 amounted to
EUR 9 billion. With this portfolio ESM issues
papers effectively on behalf of EFSF. The Board of
Auditors notes that the transitional portfolio does
not feature in ESM's general investment
strategy.
The ESM management emphasized that the transitional investment portfolio was designed to
address transitional aspects of the emergence of
ESM and will definitely be closed by December
2014.
The ESM, being is a high profile organization, faces a high reputational risk. The Board of Auditors
signaled room for improvement in respect of reputational risk management and recommended
that reputational risk be clearly defined and covered by a specific policy.

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The ESM management will adopt a coordinated
reporting of reputational risk incidents. lt also
considers an update to the High Level Principles
to ensure that a clear and distinct definition of
reputational risk appears therein.
At the time of the audit various risk management
positions were vacant. Also a number of risk management elements and risk policies did not exist,
were not finakzed or were not fully implemented.
The ESM management informed the Board of
Auditors that the recruitment is either underway
or has already been completed. The risk management elements and risk policies are implemented
or underway.
The ESM management has outsourced several
key functions. Certain outsourcing contracts and
service level agreements lack internal audit
clauses.
The ESM management informed the Board of
Auditors that a standard right-to-audit clause for
ESM has been developed. The ESM has been in
the process of gradually introducing the clause in
contracts with key suppliers of outsourced services. One key supplier did not accept a right-toaudit clause in the service level agreement.
The Board of Auditors stresses that this clause
has to be integrated in all contracts and service
level agreements. The right-to-audit clause has to
be a prerequisite for all future outsourcing
arrangements.

5. In closing

The ESM, for the period under review, was in its first
year of full operation. The Board of Auditors notes
that the progress was made in the design and implementation of the internal control environment. The
Board of Auditors recommends the Board of
Governors to consider the potential risks associated
with the ESM's evolving internal controls framework,
notably its attempts to establish itself as a "laan
organisation", in the context of its operational challenges and public expectations.

The Board of Governors is invited to consider the
findings and recommendations mentioned in this
Annual Report and to undertake appropriate
initiatives.
Luxembourg, 12 June 2014
Board of Auditors