Article 38
Dismissal and resignation of statutory auditors or audit firms
1.
Member States shall ensure that statutory auditors or audit firms may be dismissed only where there are proper grounds. Divergence of opinions on accounting treatments, audit procedures or, where applicable, on sustainability reporting or assurance procedures shall not be proper grounds for dismissal.
2.
Member States shall ensure that the audited entity and the statutory auditor or audit firm inform the authority or authorities responsible for public oversight concerning the dismissal or resignation of the statutory auditor or audit firm during the term of appointment and give an adequate explanation of the reasons therefor.
The obligation to inform provided for in the first subparagraph shall also apply to the assurance of sustainability reporting.
3.
In the case of a statutory audit of a public-interest entity, Member States shall ensure that it is permissible for
(a)
shareholders representing 5 % or more of the voting rights or of the share capital;
(b)
the other bodies of the audited entities when defined by national legislation; or
(c)
the competent authorities referred to in Article 32 of this Directive or designated in accordance with Article 20(1) of Regulation (EU) No 537/2014 or, when provided for by national law, with Article 20(2) of that Regulation,
to bring a claim before a national court for the dismissal of the statutory auditor(s) or the audit firm(s) where there are proper grounds for so doing.
The first subparagraph shall also apply to the assurance of sustainability reporting.