AFM clarifies how it supervises auditor central-position and decisive-influence rules, including for investor-owned audit firms
AFM clarifies it will supervise the existing Wta requirement that auditors hold a central position and decisive influence, expressly including private-equity-owned audit firms
Change
On 15 June 2026 the Netherlands AFM published a refined interpretation of Sections 16 and 16b of the Audit Firms Supervision Act (Wta), confirming that statutory auditors must occupy a central position and exercise decisive influence within audit firms — including firms that admit external investors — and clarifying how the AFM will supervise this existing requirement.
Why it matters
The AFM's interpretation does not impose a new duty but clarifies its supervisory application of existing Wta Sections 16 and 16b, prompted by growing private-equity involvement in audit firms. The core principles are maintained: auditors must hold a central position and decisive influence so they can act in the public interest and provide counterpressure against external investors' financial incentives. The AFM confirms these requirements apply to investor-owned audit firms and expects firms to structure their governance accordingly, with detail and examples in its interpretation and feedback statement.
Implications
- — Audit firms in the Netherlands — including those that have admitted or plan to admit private-equity or other external investors — should review their governance against the AFM's refined interpretation, which confirms that statutory auditors must occupy a central position and hold decisive influence over audit decisions, and which the AFM will supervise against.
- — Statutory auditors at firms with external-investor ownership should confirm their governance arrangements genuinely enable decisive influence and the ability to offer counterpressure to investors' financial incentives, as this is the substance the AFM has clarified it expects under Sections 16 and 16b.
- — Private-equity and other external investors entering Dutch audit firms should structure their stakes so they do not undermine auditors' central position and decisive influence, since the AFM has expressly brought investor-owned firms within the scope of this interpretation.
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