Statutory auditors
Which is the right type of audit for your company?Changes in the commensurate legislation in 2008 brought in new types of audit based on the size of the company. In addition, new thresholds apply from 1 January 2012.
Parliament has approved an amendment of the auditing law that has been in place since 1 January 2008 and the Federal Council has adopted the introduction of this decision with effect from 1 January 2012. The thresholds (Art. 727 (1) (2) of the Swiss Code of Obligations (Obligationenrecht)) that distinguish between limited and full (ordinary) audits have again been increased from 10 million to 20 million francs in relation to the balance sheet total, from 20 million to 40 million francs in relation to sales revenue and from 50 to 250 staff in terms of the annual average of full time employees.
Reference criteria remain unchanged
The reference criteria set out under applicable auditing law – balance sheet total, sales revenue and full time employees – remain unchanged. The commensurate method of calculation also remains unchanged in that a full audit of the annual accounts will be required if two of the three thresholds 20-40-250 are exceeded in two consecutive business years.
In this respect a distinction is made between public companies (officially quoted), financially significant companies (balance sheet total > 20 million, sales > 40 million and a minimum of 250 full-time employees as an annual average) and small companies (balance sheet total > 20 million, sales > 40 million and less than 250 full-time employees as an annual average). Subject to certain statutory requirements, in some cases the appointment of an auditor can also be avoided.
Opting-out:
Provided they do not employ more than 10 full-time staff, companies that are essentially only required to carry out limited audits by law may waive an audit by means of unanimous decision of the shareholders. However, this requires an amendment of the articles of incorporation, which must also be officially certified. Market conditions (for example, provision of borrowed capital) may well mean that a company is forced to relinquish opting out and continue to provide for statutory auditing (opting in).
Opting-down:
Removed from regulations governing independence, companies able to avoid auditing under the law (opting out) may nonetheless subject their annual accounts to an audit. In this way, a company does not wholly waive the audit, but rather effects an audit commensurately adjusted to the company through contractual provisions.
We advise you in terms of selecting the right type of audit and also audit the accounts and annual financial statements in compliance with current law and your company articles of incorporation.
Assessment of the internal control system (analysis of weaknesses)
An internal control system encompasses systematically structured organisational measures and controls within the company, which are designed to ensure compliance with all applicable guidelines and protect against damage that could result from action on the part of the company’s own employees or malevolent third parties.
Internal control system measures are based on technical and organisational principles. They involve activities and facilities to safeguard internal corporate controls and their interrelated association. Specifically these include:
- structural and software access controls
- written instructions, for example, concerning security, confidentiality of company secrets and communication with the public and press
- measures to protect the company’s tangible and intangible assets
- measures to safeguard against illegal action in terms of economic crime, such as dual control to prevent misappropriation, corruption or breach of authority
On behalf of you and your company, we carry out analysis of weaknesses and advise you on the various available methods of control, in addition to preparing commensurate concepts and/or evaluating these during full audits.