Companies Act 2014 section 1097

Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010

Section 1097 requires all public limited companies (PLCs) that are not public-interest entities to consider whether to establish an audit committee, by applying the audit committee provisions of section 167 to them regardless of their size.

• Section 167 (audit committee provisions) applies to any PLC that does not fall within section 1551 (which covers audit committee obligations for public-interest entities).
• A public-interest entity in this context is essentially a PLC whose transferable securities are admitted to trading on a regulated market — such entities have separate, stricter audit committee requirements under section 1551.
• Section 167 applies to these non-public-interest-entity PLCs irrespective of the balance sheet total or turnover for any financial year, meaning there is no size threshold or exemption.
• The practical effect is that all PLCs that are not public-interest entities are treated in the same way as large private companies for audit committee purposes — they must actively decide whether or not to establish an audit committee.