Federal Court of Australia

Williams v Companies Auditors Disciplinary Board [2026] FCAFC 136

ORDERS

THE COURT ORDERS THAT:

1.    The appeal is dismissed.

2.    The appellant is to pay the respondents’ costs, to be taxed unless otherwise agreed.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

THE COURT:

1    Before the Court is a Notice of Appeal lodged for filing by the appellant, Mr Williams, on 14 July 2025, whereby Mr Williams appeals the judgment of the Federal Court in Williams v Companies Auditors Disciplinary Board [2025] FCA 629 (primary Judge’s Decision).

BACKGROUND

2    In summary, Mr Williams was registered as a company auditor under the Corporations Act 2001 (Cth) (Corporations Act), having first been registered in 1996. At some point, a firm of which Mr Williams was the principal, namely Williams Partners Independent Audit Specialists (WPIAS), was established.

3    The Companies Auditors Disciplinary Board (the Board) is established by the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act).

4    Part 9.2 of the Corporations Act deals with registration of auditors. Section 1292 of the Corporations Act sets out in detail the powers of the Board in relation to auditors, in the following terms:

Powers of Board in relation to auditors

(1)     The Board may, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section that, before, at or after the commencement of this section:

(a)    the person has:

(ia)     contravened section 324DB; or

(i)     contravened section 1287A; or

(iaa)     failed to comply with a condition of the person’s registration as an auditor; or

(ii)     ceased to be resident in Australia or New Zealand; or

(b)     the person either:

(i)     has not performed any audit work during a continuous period of not less than 5 years; or

(ii)     has not performed any significant audit work during a continuous period of not less than 5 years;

and, as a result, has ceased to have the practical experience necessary for carrying out audits for the purposes of this Act; or

(d)     the person has failed, whether in or outside this jurisdiction, to carry out or perform adequately and properly:

(i)     the duties of an auditor; or

(ii)     any duties or functions required by an Australian law to be carried out or performed by a registered company auditor;

or is otherwise not a fit and proper person to remain registered as an auditor;

by order, cancel, or suspend for a specified period, the registration of the person as an auditor.

(1A)     In determining for the purposes of subparagraph (1)(b)(ii) whether audit work performed by a person is significant, have regard to:

(a)     the nature of the audit; and

(b)     the extent to which the person was involved in the audit; and

(c)    the level of responsibility the person assumed in relation to the audit.

(7)     The Board must, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section:

(a)    that the person is disqualified from managing corporations under Part 2D.6; or

(b)    that the person is incapable, because of mental infirmity, of managing his or her affairs;

by order, cancel the registration of the person as an auditor.

(9)    Where, on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section, the Board is satisfied that the person has failed to carry out or perform adequately and properly any of the duties or functions mentioned in paragraph (1)(d), or is otherwise not a fit and proper person to remain registered as an auditor the Board may deal with the person in one or more of the following ways:

(a)    by admonishing or reprimanding the person;

(b)    by requiring the person to give an undertaking to engage in, or to refrain from engaging in, specified conduct;

(c)    by requiring the person to give an undertaking to refrain from engaging in specified conduct except on specified conditions;

and, if a person fails to give an undertaking when required to do so under paragraph (b) or (c), or contravenes an undertaking given pursuant to a requirement under that paragraph, the Board may, by order, cancel, or suspend for a specified period, the registration of the person as an auditor.

(10)    The Board’s powers under subsection (9) may be exercised in addition to, or in substitution for, the exercise of the Board’s powers to cancel or suspend a registration under subsection (1).

(11)    The Board may exercise any of its powers under this Division in relation to a person as a result of conduct engaged in by the person whether or not that conduct constituted or might have constituted an offence, and whether or not any proceedings have been brought or are to be brought in relation to that conduct.

(12)     This section has effect subject to section 1294.

5    On 7 December 2012, Mr Williams signed an unqualified audit opinion on behalf of WPIAS for the financial statements of an unregistered managed investment scheme known as the LM Managed Performance Fund (LM) for the financial year ending 30 June 2012 (the Audit). In that audit opinion Mr Williams opined that the 2012 LM Financial Statements were in accordance with the Corporations Act, including:

(i)     giving a true and fair view of LM’s financial position as at 30 June 2012 and of its performance for the year ended on that date;

(ii)     complying with Australian Accounting Standards and the Corporations Regulations 2001; and

(iii)     the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

6    On 4 April 2017, the Australian Securities and Investments Commission (ASIC) applied to the Board pursuant to s 1292 of the Corporations Act seeking disciplinary action against Mr Williams in respect of the Audit. Hearings took place before the Board between September 2017 and October 2018. Before the Board, ASIC claimed that Mr Williams had contravened particular Australian Auditing Standards (Auditing Standards). Auditing Standards are legislative instruments made under s 336 of the Corporations Act.

7    On 5 December 2018, the Board published two decisions in proceeding 01/QLD17. First, the Board cancelled Mr Williams’ registration as a company auditor under s 1292 of the Corporations Act on the ground that it was satisfied that Mr Williams had not adequately and properly carried out or performed his duties as an auditor with respect to the Audit (Cancellation Decision). Second, the Board further ordered, pursuant to s 223 of the ASIC Act, that Mr Williams pay the costs of ASIC, which was the second respondent in the proceeding (Costs Decision). Costs were fixed in the sum of $200,000 (at [26] of the Costs Decision).

8    In the Cancellation Decision, the Board relevantly observed:

92.    The provisions of the Auditing Standards at the relevant time represented a framework governing the conduct of an audit of a financial report in Australia. They may be categorised within section 1292(2)(d)(i) of the Act as either a statutory duty by virtue of their status as a legislative instrument under the Act or as a general law duty assumed by Mr Williams in this matter by the process outlined in paragraph 91.

93.    Mr Williams separately assumed a contractual obligation to perform the 2012 LM Audit in accordance with the Act and the Auditing Standards by the terms of the Engagement Letter.

94.    For the above reasons, we are satisfied that in this matter, the prevailing provisions of the Auditing Standards and the Act at the relevant time in 2012 governed Mr Williams’ performance of the 2012 LM Audit and are appropriate sources from which his obligations when performing that audit arose within the meaning of section 1292(1)(d)(i) of the Act.

9    The Board had regard to Accounting Professional & Ethical Standards (APES) issued by the Accounting Professional & Ethical Standards Board. In particular, para 4.1 of APES 210 provides that, except in limited circumstances, Members of Chartered Accountants Australia and New Zealand, CPA Australia and the Institute of Public Accountants “shall comply with Auditing and Assurance Standards”. In particular, APES 320 para 2.1(f) defines Engagement Partner as follows:

Engagement Partner means the Partner or other person in the Firm who is responsible for the Engagement and its performance, and for the report that is issued on behalf of the Firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body.

In public sector audit organisations, the term includes a suitably qualified person to whom the Auditor General has delegated Engagement Partner responsibilities.

10    In the Cancellation Decision, the Board continued:

105.    ASA 200 Overall Objectives of the Independent Auditor and the Conduct of an Audit in Accordance with Australian Auditing Standards at paragraph 13(d) set out the context in which the terms of Auditor and Engagement Partner are used within the Auditing Standards:

Auditor means the person or persons conducting the audit, usually the engagement partner or other members of the engagement team or, as applicable, the firm. Where an Auditing Standard expressly intends that the engagement partner fulfill a requirement or responsibility, the term “engagement partner” rather than auditor is used.

106.     ASA 220 Quality Control for Audits of Historical Financial Information at paragraph 7(a) sets out the definition of Engagement Partner and mirrors what is set out in APES 320:

“Engagement partner” means the partner or other person in the firm who is responsible for the audit engagement and its performance, and for the auditor’s report that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body.

107.     ASA 220.8 sets out the leadership responsibilities for Quality of Audits as follows: ‘The engagement partner shall take responsibility for the overall quality on each audit engagement to which that partner is assigned.’

108.     ASA 220.15-220.22 set out the responsibilities of the engagement partner in relation to:

(a)     Direction, Supervision and Performance of the audit;

(b)     Reviews of the audit documentation;

(c)     Consultation;

(d)     Engagement Quality Control Review; and

(e)     Differences of Opinion.

109.     ASA 220 further provided explanatory information setting out the significant responsibility of the auditor designated with responsibility as Engagement Partner.

11    The Board summarised the contentions of ASIC in its Decision as follows:

Contention 1 – Carrying Value, Impairment and Recoverability of loans

14.    ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements in respect of the carrying value, impairment and recoverability of loans and receivables. Contention 1 comprised 13 Sub-Contentions and 1 Sub-Contention in the alternative with respect to 4 loan receivables referred to in the 2012 LM Financial Statements. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 718–783 hereto.

Contention 2 – Consideration of Going Concern

15.     ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements regarding consideration of going concern. Contention 2 comprised 9 Sub-Contentions and 1 Sub-Contention in the alternative with respect to consideration of going concern in the 2012 LM Audit. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 921–952 hereto.

Contention 3 – Related party loans

16.     ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements, regarding the accuracy and disclosure of related party loans in the 2012 LM Financial Statements. Contention 3 comprised 8 Sub-Contentions and 1 Sub-Contention in the alternative with respect to consideration of related party loans in the 2012 LM Audit. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 1036–1079 hereto.

Contention 4 – Management fees

17.     ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements, regarding the completeness and accuracy of, and the Manager’s rights and obligations to, management fees in the 2012 LM Financial Statements. Contention 4 comprised 9 Sub-Contentions and 1 Sub-Contention in the alternative with respect to consideration of management fees in the 2012 LM Audit. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 1147–1181 hereto.

Contention 5 - Materiality

18.     ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements regarding the calculation of materiality in the 2012 LM Audit. Contention 5 comprised 5 Sub-Contentions and 1 Sub-Contention in the alternative with respect to consideration of materiality in the 2012 LM Audit. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 1258–1274 hereto.

Contention 6 – Appropriateness of Audit opinion

19.     ASIC contended that within the meaning of section 1292(1)(d)(i) of the Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor in relation to his audit of the 2012 LM Financial Statements insofar as he signed an unqualified audit opinion with respect to those accounts. Contention 6 comprised 6 Sub-Contentions and 1 Sub-Contention in the alternative with respect to the appropriateness of the 2012 audit opinion with respect to the 2012 LM Financial Statements. Those Sub-Contentions and our conclusions thereon are set out at paragraphs 1287–1308 hereto.

Contention 7 – Fit and proper person

20.     The further alternative contention that Mr Williams is not a fit and proper person to remain registered as an auditor on account of his audit of the 2012 LM Financial Statements, was not pressed by ASIC in the proceedings.

12    At [110] of the Cancellation Decision, the Board observed:

110.     The relevant audit working papers reference ASA 220 and recorded Mr Williams’ role in the 2012 LM audit as that of Engagement Partner. Those records outlined the responsibilities of the role consistent with ASA 220. For example:

(a)     New Client Entry/Acceptance Form that set out the audit team members and nominated Mr Williams as Engagement Partner.

(b)     Audit Team Planning Meeting AWPAA2. This document recorded a planning meeting that was attended by various audit team members including ‘Mr Williams - Engagement Partner’.

(c)     The Scope and Overall Audit Strategy AWP’s AA1.2(c) and (d) that set out various responsibilities of the Engagement Partner and in particular at section 4.1 documented Mr Williams as Engagement Partner and Andrea Blank as Lead Partner. Section 4.2 of AWPAA1.2 stated that the Engagement Partner shall take responsibility for:

(i)     the direction, supervision and performance of the audit engagement in compliance with the Auditing Standards, relevant ethical requirements, and applicable legal and regulatory requirements; and

(ii)     the auditor’s report being appropriate in the circumstances.

13    The Board further noted (at [111] and [113] of the Cancellation Decision) that it was not in issue that:

    Mr Williams had spent 71.70 hours with respect to the performance of the 2012 LM Audit;

    he had signed both the Engagement Letter and the 2012 LM Audit Opinion; and

    (ultimately) Mr Williams was the only Engagement Partner for the 2012 LM Audit, and as the Engagement Partner he was responsible for the appropriate performance of the 2012 LM Audit in accordance with the relevant Auditing Standards, regardless of who at WPIAS may have performed the audit work the subject of ASIC’s allegations.

14    Importantly, it was also not disputed before the Board that a significant proportion of the work associated with the Audit had been performed by Ms Andrea Blank, a registered company auditor employed by WPIAS. Mr Williams contended before the Board that this was relevant both to the contentions made by ASIC and to the sanction ultimately imposed upon him. Materially, ASIC contended, and the Board accepted, that as the Engagement Partner Mr Williams remained responsible for the overall quality and sufficiency of the Audit notwithstanding that particular audit work had been undertaken by others.

15    The Board relevantly observed:

117.     The reasons we have set out above represent the basis for our view, had we been required to make a finding, that as the Engagement Partner in the 2012 LM Audit, Mr Williams was responsible for the overall quality and sufficiency of the audit work performed and for the audit opinion that was issued. This responsibility was a relevant duty that arose within the meaning of section 1292(1)(d)(i) of the Act. In our view this is a very significant responsibility and inadequate performance of that role has a highly pervasive potential detrimental impact on audit quality.

118.     We make one further observation that the fact that Mr Williams advanced this response as an answer to the contentions, even though he ultimately withdrew it, together with the evidence set out above, indicates in our view, having regard to the Relevant Benchmark, that his understanding of the requirements of the relevant Auditing Standards and how they informed the discharge of his professional responsibilities as Engagement Partner with respect to the 2012 LM Audit, was not adequate.

16    Ultimately, the Board rejected some allegations advanced by ASIC but upheld others and concluded that Mr Williams had failed adequately and properly to perform the duties of an auditor within the meaning of s 1292(1)(d)(i) of the Corporations Act.

17    Specifically, in respect of the contentions of ASIC the Board found in summary:

    In respect of Contentions 1, 5 and 6: within the meaning of section 1292(1)(d)(i) of the Corporations Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor (the Cancellation Decision at [782]-[783], [1274] and [1307]-[1308]).

    In respect of Contentions 2 and 3: within the meaning of s 1292(1)(d)(i) of the Corporations Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor within the meaning of section 1292(1)(d)(i) (the Cancellation Decision at [951]-[952], [1078]-[1079]). The Board regarded the matters established in Contention 2 as substantive failures for which Mr Williams, as Engagement Partner on the 2012 LM Audit, was responsible (the Cancellation Decision at [951]).

    In respect of Contention 4: within the meaning of s 1292(1)(d)(i) of the Corporations Act, Mr Williams failed to carry out or perform adequately and properly the duties of an auditor (the Cancellation Decision at [1180]-[1181]). To the extent they were established, the Board regarded the matters established in Contention 4 as substantive failures for which Mr Williams, as Engagement Partner, was responsible (the Cancellation Decision at [1180]).

Proceedings before the primary Judge

18    Before the primary Judge Mr Williams sought declarations that the Cancellation Decision and the Costs Decision were invalid for jurisdictional error. At [4] of the primary Judge’s Decision, her Honour summarised the grounds which Mr Williams pressed, as follows:

(1)     In deciding to cancel Mr Williams’ registration on the ground that he had failed to carry out or perform adequately and properly the duties of an auditor in relation to the Audit:

(a)     the Board acted on an incorrect construction of sub-s 1292(1)(d)(i) of the Corporations Act by cancelling Mr Williams’ registration for work carried out by other persons (Ground 3(a)); and

(b)     the Board failed to take into account relevant and material considerations, being Mr Williams’ responsibilities as engagement partner and the fact that the majority of work was carried out by other persons (Ground 3(b));

(c)     the Board’s decision lacked an evident and intelligible justification and was therefore legally unreasonable (Ground 3(e)):

(i)    in the absence of expert evidence from a registered company auditor either with practical experience acting as an engagement partner, or in auditing substantial pooled mortgage schemes, as to what a reasonably competent auditor would have done; and/or

(ii)    the Board was not entitled to rely on its own specialist expertise and the expert evidence of Mr Chris Rea was insufficient; and/or

(iii)    the Board did not account for expert evidence that was tendered in relation to the firm’s quality control framework.

(2)     In the alternative, in deciding to cancel Mr Williams’ registration, rather than suspending him for a limited period or dealing with him under s 1292(9) of the Corporations Act:

(a)     the Board failed to take into account relevant and material considerations, namely:

(i)     the facts underpinning what the Board described as Mr Williams’ “Engagement Partner Response” (Ground 4(b)) and “Limited User/Limited Purpose Response” and/or the Subsequent Maddison Audit response (Ground 4(d));

(ii)     Mr Williams’ professional qualifications, experience and reputation as a registered auditor (Ground 4(c)); and/or

(b)     ASIC applied a presumption of cancellation contrary to law (Ground 4(f)).

(3)     The Costs Decision is invalid because:

(a)     the Cancellation Decision is invalid (Ground 5); or, in the alternative,

(b)     the Board had no power to award costs of the application and was only entitled to award the costs of the hearing (Ground 6).

19    Before the primary Judge Mr Williams submitted that, if he were successful, he did not seek reinstatement as an auditor nor remittal of the proceedings to the Board. Rather he sought declarations as to the invalidity of the Cancellation Decision and the Costs Decision, with the result that District Court proceedings to enforce the amount owing under the Costs Decision would be dismissed (at [5] of the primary Judge’s Decision).

20    In the primary Judge’s Decision, her Honour dismissed the application on the basis that no error was established in either the Cancellation Decision or the Costs Decision (at [6]). Her Honour noted an argument advanced by ASIC to the effect that the relief sought by Mr Williams should in any event be refused given the extent of the delay by Mr Williams in bringing the proceedings (namely on 18 December 2023, being five years after the Board decisions were made on 5 December 2018) and the alleged lack of an adequate explanation for the delay. However her Honour found that it was unnecessary to determine those issues (at [7] of the primary Judge’s Decision).

21    Turning now to her Honour’s findings in respect of the grounds of review before her, those findings may be summarised as follows.

Grounds 3(a) and (b) at first instance

22    The primary Judge referred to grounds 3(a) and (b) before the Court as the “Audit Team Grounds”. At [22] of the primary Judge’s Decision, her Honour noted that those grounds were pleaded as follows:

(1)     Ground 3(a): the Board erred in its construction of s 1292 of the Corporations Act:

(a)     by incorrectly acting on the basis that Mr Williams’ registration could be suspended or cancelled for work carried out by other persons by reason only of his role as the Engagement Partner; and

(b)     in failing to consider whether Mr Williams had complied with his obligations as the Engagement Partner under paragraph 15 of ASA 220;

(2)     Ground 3(b): the Board erred in failing to take into account relevant and material considerations, being:

(a)     Mr Williams’ responsibilities as the Engagement Partner as set out in paragraph 15 of ASA 220;

(b)     the absence of any allegation by ASIC in its SFIC that Mr Williams had failed to satisfy his duties as the Engagement Partner under paragraph 15 of ASA 220 with respect to the work undertaken by others;

(c)     the fact that Ms Andrea Blank, who was the “Lead” or “Field” Partner, did the majority of the work on the Audit (allegedly 51.6% of the time recorded as opposed to 18.9% recorded by Mr Williams) and had the key duties of:

overall planning / performance of audit / monitoring of other team members / review of audit programs and supporting work papers / engagement of experts, if considered necessary / preparation of work papers, if considered necessary / bringing matters of significant to attention of EP and EQCR / prepare / review audit report for sign of by EP.

(d)     the fact that Ms Lee-Ann Dippenaar, who was a registered company auditor, in her capacity as the “Review Auditor” for the Audit, carried out the quality control review on the Audit workpapers.

23    At [25] of the primary Judge’s Decision, her Honour further noted the supplementary submission of Mr Williams reformulating ground 3(b) as being that the Board failed to take into account (as a mandatory relevant consideration) the fact that an Engagement Partner is permitted to “delegate” their work to their audit team under ASA 220.

24    At [36] of the primary Judge’s Decision, her Honour noted the finding of the Board that Mr Williams had conceded that he was the only Engagement Partner and that he was responsible for the appropriate performance of the Audit in accordance with relevant Auditing Standards.

25    Her Honour found that the Board’s construction of Mr Williams’ duties as auditor was plainly correct for reasons including the following (see [39]-[56] of the primary Judge’s Decision):

    Mr Williams submitted that:

•    s 1292(1)(d) of the Corporations Act was engaged only if “the person” had failed to carry out, or to perform adequately and properly, certain duties or functions, or they are otherwise not a fit and proper person to remain registered as an auditor;

•    the Board’s disciplinary jurisdiction was confined to consideration of Mr Williams’ own conduct; and

•    there was no scope within the terms of the statute to discipline Mr Williams vicariously for work done by, or for the conduct of, others (at [39]-[40] of the primary Judge’s Decision).

    Section 1292(1)(d)(i) of the Corporations Act does not require that the person the subject of the disciplinary application be the person who performed each piece of work in the relevant audit. Nor does it purport to limit or prescribe the duties of an auditor (at [42] of the primary Judge’s Decision).

    It is well established that the duties of an auditor for the purposes of s 1292(1)(d)(i) of the Corporations Act are not limited to statutorily imposed duties, but extend to professional standards: see for example Dean-Willcocks v Companies Auditors and Liquidators Disciplinary Board [2006] FCA 1438; (2006) 59 ASCR 698 at [26] (at [43]-[45] of the primary Judge’s Decision). Relevant standards include ASA 200. Further, ASA 220.8 provides that the Engagement Partner, defined in ASA 220.7(a) as the person “responsible for” the engagement, its performance and the auditor’s report, shall take responsibility for the overall quality on each audit engagement to which that partner is assigned (at [46]-[49] of the primary Judge’s Decision).

    The Engagement Partner’s responsibility for the audit is not confined to work personally undertaken by the Engagement Partner. The intention is plain: to impose responsibility on the Engagement Partner for the audit overall irrespective of who conducted particular tasks in the course of the audit in recognition of the Engagement Partner’s leadership role (at [50]-[53] of the primary Judge’s Decision).

    To describe this construction as effectively no more than an attempt to fix the Engagement Partner with vicarious liability for the acts of others fails to appreciate the significance and nature of the Engagement Partner’s leadership responsibility and attempts to import tortious notions of vicarious liability into a statutory scheme to which they have no apparent relevance (at [50] of the primary Judge’s Decision).

    Having found that Mr Williams was the Engagement Partner (as Mr Williams ultimately conceded), there was no error in the Board’s finding that Mr Williams “was responsible for the overall quality and sufficiency of the audit work performed and for the audit opinion that was issued” (at [55] of the primary Judge’s Decision). Ground 3(a) was therefore dismissed. Ground 3(b), which claimed alleged failure to have regard to the role played by others in the Audit on the basis that it was a mandatory relevant consideration, similarly failed (at [56] of the primary Judge’s Decision).

Ground 3(e) at first instance

26    Her Honour noted the contention of Mr Williams in ground 3(e) that the Board’s decision lacked an evident and intelligible justification by reason of the absence of expert evidence and the evidence of a Quality Control Review conducted by a reviewer (who was an “external, independent and experienced registered company auditor”) from CPA Australia in August 2013. At [24] of the primary Judge’s Decision, her Honour referred to this as the “Legal Unreasonableness Ground”.

27    The primary Judge noted at [59] that the bar to establishing legal unreasonableness is high. In any event, her Honour proceeded to find that the Board was properly regarded as an expert or specialised board and was therefore entitled to rely upon its expertise and specialised knowledge subject to the obligation to act in accordance with procedural fairness (at [60]-[61] of the primary Judge’s Decision).

Grounds 4(a), (b), (c) and (d)

28    As her Honour noted at [90] of the primary Judge’s Decision, grounds 4(a), (b), (c) and (d) alleged that in deciding to cancel Mr Williams’ registration, rather than suspending him for a limited period or dealing with him under s 1292(9) of the Corporations Act, the Board took into account an irrelevant consideration and failed to take into account relevant and material considerations. Her Honour found, in summary (at [95]-[102] of the primary Judge’s Decision):

    In circumstances where the Cancellation Decision revealed a correct understanding of the responsibility of an Engagement Partner under the Auditing Standards, it was not irrelevant for the Board to take into account Mr Williams’ continued failure to appreciate the nature of his responsibilities in deciding whether to cancel his registration as an auditor (at [95] of the primary Judge’s Decision).

    The obligation of the Board to take submissions and evidence into account is not tantamount to an obligation on the Board to address every submission or piece of evidence in its written statement of reasons, irrespective of whether the Board considers it to be material or relevant to the issues (at [97] of the primary Judge’s Decision).

    To the extent that Mr Williams contended that the Board had failed to take into consideration evidence of his professional qualifications, experience and long history and reputation as a registered auditor, that contention was inaccurate and further constituted a disagreement with the merits of the Board’s decision (at [99]-[102] of the primary Judge’s Decision).

Grounds 4(d) and (e)

29    Her Honour noted that, for the purposes of grounds 4(d) and (e), Mr Williams alleged a failure to consider what was described by the Board as Mr Williams’ “Limited User/Limited Purpose Response”, namely that (in summary) the Audit was not for consumption by the public, investors and potential investors, but for the internal use only of LM’s directors (at [103]-[104] of the primary Judge’s Decision).

30    At [107] of the primary Judge’s Decision, her Honour observed that the Board expressly took into account the Limited User/Limited Purpose Response, and further there was an ample basis in the evidence for the Board’s finding that it was improbable that the 2012 LM Audit Opinion was prepared for the Limited Users and only for the Limited Purpose.

31    Her Honour also considered Mr Williams’ contention that the Board had failed to take into consideration “the Subsequent Maddison Audit response”, namely the reservation of the right of WPIAS to alter or reissue the 2012 LM Audit Opinion once WPIAS had undertaken a full scope audit of Maddison to be commenced in January 2013 and completed by the end of March 2013. At [108]-[114] of the primary Judge’s Decision, her Honour rejected this contention for reasons including that Mr Williams had not developed it before the Board, and in any event the Board had considered (but rejected) it.

Ground 4(f)

32    Before the primary Judge Mr Williams contended that the Board had incorrectly adopted a presumption of cancellation that had no basis in the Corporations Act, namely:

(1)     a finding that an auditor had failed to adequately and properly carry out their duties in a particular respect “will in the ordinary course mean that a person is not fit and proper to remain registered as an auditor”; and

(2)     the question is (therefore) whether “there are relevant matters that provide a basis for exercising the discretion vested in us under section 1292 [of the Corporations Act] to impose a different sanction”.

33    However, at [118] of the primary Judge’s Decision, her Honour found, reading the Cancellation Decision as a whole, that it did not suggest that the Board applied a presumption that Mr Williams’ registration as an auditor should be cancelled, but rather the Board carefully weighed what it considered relevant in exercising its discretion. Her Honour provided reasons for that conclusion at [119]-[127] of the primary Judge’s Decision.

Grounds 5 and 6

34    At [129] of the primary Judge’s Decision, her Honour dismissed ground 5 on the basis that the success of that ground was contingent on the success of the earlier grounds dealing with the validity of the Cancellation Decision, and as Mr Williams had not established any error of law or jurisdictional error in the Cancellation Decision, ground 5 must also fail.

35    In ground 6 Mr Williams contended that, contrary to s 223 of the ASIC Act, the Board not only assessed ASIC’s costs of the hearing held in accordance with s 1294 of the Corporations Act but also assessed ASIC’s costs in relation to ASIC’s application to the Board under s 1292 of the Corporations Act (see [130] of the primary Judge’s Decision). Her Honour concluded, however, that Mr Williams’ narrow construction of the power to award costs under s 223(1) of the ASIC Act should be rejected, for the following reasons set out at [133]-[138] of the primary Judge’s Decision:

    The apparent purpose of the powers in ss 223(1)(d) and (2)(d) of the ASIC Act is to confer a discretion on the Board to award costs to the successful party or defined others, in order to compensate them for their costs “in relation to the hearing”. As such, ss 223(1)(d) and (2)(d) served an analogous purpose to that served by an award of costs in litigation. It was well established that, absent conduct by the successful party in relation to the conduct of the litigation warranting a different outcome, the ordinary rule in litigation before a Court was that the successful party would receive its costs of the litigation and not merely of the hearing itself (at [135] of the primary Judge’s Decision).

    The use of the phrase “in relation to the hearing” in s 223(1)(d) and (2)(d) of the ASIC Act was consistent with an intention to confer a broad discretion on the Board, which was not limited simply to the costs “of” the hearing or (as used in s 223(1)(c) and (2)(c) of the ASIC Act) “of and incidental to the hearing” (at [136] of the primary Judge’s Decision).

    There was no contextual or purposive basis for Mr Williams’ narrow construction of s 223(1)(d) of the ASIC Act. Where ASIC brought a proceeding that ultimately resulted in cancellation of an auditor’s registration, ASIC incurred costs in relation to the proceeding as a whole from the time the application was made. Those costs were incurred because of the conduct alleged against the auditor and the need to prosecute the application (at [137] of the primary Judge’s Decision).

    Mr Williams’ contention that ASIC “must” bring an application, whereas a hearing is held only if the auditor “elected” to have one, was incorrect. Section 1294 of the Corporations Act did not confer a right of election on the auditor, but rather gave effect to procedural fairness by requiring that the auditor be afforded an opportunity to be heard. Further, ASIC was not compelled to bring an application under s 1292 of the Corporations Act and there was no basis in the text, context or purpose of the legislation to decouple the costs of the application from the costs of the hearing (at [138] of the primary Judge’s Decision).

THE APPEAL TO THE FULL COURT

36    The grounds of appeal on which Mr Williams relied were set out in the Notice of Appeal as follows:

1.    The primary judge erred in respect of Grounds 3(a) and 3(b) of the Amended Originating Process dated 17 July 2023, by:

(a)    construing section 1292(1)(d) of the Corporations Act 2001 (Cth) (Corporations Act) as conferring jurisdiction on the First Respondent to cancel the registration of a person as an auditor for work carried out or performed by other persons in relation to an audit engagement, by reason only of the auditor’s position as the engagement partner for the audit, without any consideration of:

(i)     the work actually done by the auditor themselves; and/or

(ii)     the adequacy of the auditor’s direction and supervision of the other persons who in fact carried out that work;

(b)     construing the Australian Auditing Standards as providing that the engagement partner for an audit engagement, within the meaning of Auditing Standard ASA 220 (Quality Control for an Audit of a Financial Report and Other Historical Financial Information), is absolutely responsible for all of the work conducted by members of the engagement team:

(i)    irrespective of who conducted particular tasks in the course of the audit, or their qualifications and experience;

(ii)     irrespective of the adequacy of engagement partner’s direction and supervision of the engagement team;

(iii)     notwithstanding that ASA 220 permits the delegation of some tasks by the engagement partner to the engagement team, subject to reasonable and appropriate direction and supervision;

(iv)     notwithstanding that ASA 220 differentiates between tasks which may be delegated and tasks which may not be delegated to members of the engagement team;

(c)     in light of ambiguity in the terms of ASA 220 and/or section 1292(1)(d) of the Corporations Act, failing to prefer a narrower construction (set out in Ground (d) below) of the required failure by an auditor to carry out or perform adequately their duties as an auditor, where a failure to conduct an audit in accordance with the Auditing Standards is:

(i)     a strict liability criminal offence pursuant to section 307 A of the Corporations Act punishable by up to 2 years’ imprisonment; and

(ii)     a basis for the cancellation of an auditor’s registration as an auditor;

(d)     failing to construe the references in the Australian Auditing Standards in particular in ASA 220.8 and ASA 220.15 to an engagement partner “taking responsibility” for the performance of an audit, for the auditor’s report and for the overall quality of the audit, as requiring that the engagement partner take charge of the audit by exercising reasonable and appropriate direction and supervision of the work performed by members of the engagement team.

2.     The primary judge further erred in respect of Ground 4(b) of the Amended Originating Process, in considering the appropriate sanction under section 1292(9) of the Corporations Act, by:

(a)     failing to find that the following matters were relevant, material and mandatory considerations that were advanced by the Appellant before the First Respondent, and that were required to be, but were not, taken into account by the First Respondent:

(i)     that the audit work the subject of the allegations advanced by the Second Respondent before First Respondent had been performed by another partner of the audit firm who was also an experienced registered company auditor, and who had taken on the role of ‘lead auditor’ for the Audit within the meaning of section 324AF of the Corporations Act;

(ii)     that the Second Respondent had not advanced any allegation before the First Respondent that the Appellant had failed to reasonably and appropriately supervise the work of his partner;

(b)     finding that the Appellant had abandoned the ‘Engagement Partner Response’ where he had not done so, where there was no rational or logical basis for the First Respondent to find that he had done so, and where he had instead conceded no more than that he was the engagement partner for the Audit within the meaning of ASA 220, as was the case.

3.     The primary judge consequently erred in failing to find that the First Respondent had failed:

(a)     to validly exercise its jurisdiction to cancel the Appellant’s registration as an auditor;

(b)     as a result, to validly exercise its jurisdiction as to costs under section 223(1)(d) of the Australian Securities and Investments Commission Act 2001 (Cth).

4.     The primary judge erred by failing to decide a material issue raised by the Second Respondent, namely, whether there are discretionary grounds to refuse declaratory and injunctive relief to the Appellant notwithstanding the existence of jurisdictional error.

37    At the hearing Counsel for Mr Williams confirmed that the appeal cavilled with the findings of the primary Judge in respect of grounds 3(a), 3(b) and 4(b) at first instance (transcript NSD1181/2025 2 March 2026 p 11 lines 1-25).

38    Notably, on 30 July 2025, the Board filed a submitting notice, notifying that it submitted to any order of this Court but wanted to be heard on the question of costs. The Board otherwise did not engage in the proceedings before this Court.

SUBMISSIONS OF THE PARTIES

Ground of appeal 1

39    Ground of appeal 1 took issue with the findings made by her Honour in the primary Judge’s Decision in respect of grounds 3(a) and 3(b). In essence, the issue raised by this ground was whether the registration of an “Engagement Partner” as an auditor could be cancelled by reference to work carried out or performed by other persons.

40    In support of ground of appeal 1, Mr Williams filed an amended outline of submissions (Mr Williams’ Submissions) and an amended outline of submissions in reply (Mr Williams’ Reply Submissions) on 25 February 2026. Counsel for Mr Williams also made further oral submissions at the hearing on 2 March 2026. In summary, Mr Williams submitted in relation to ground of appeal 1 as follows:

    In respect of grounds 3(a)-(b) pleaded before the primary Judge, the Board incorrectly proceeded on the basis that it had the power to discipline an auditor, who was acting as an Engagement Partner, for work carried out by other people in his or her engagement team, without first establishing that the Engagement Partner had failed adequately to supervise or review the work of the audit team (see for example, Mr Williams’ Submissions at [9]-[10]; transcript NSD1181/2025 2 March 2026 p 3 lines 40-45, p 8 lines 19-35, p 9 lines 9-11, p 28 lines 10-39, p 34 lines 37-40, p 35 lines 40-44).

    The primary Judge incorrectly applied and construed the Corporations Act and the relevant Auditing Standards in that:

•    The jurisdiction under s 1292 of the Corporations Act was concerned with the competency of an individual to perform the public and important functions of an auditor. The focus on individual competency was reflected in the terms of s 1292(1)(d), which referred to “the person” having failed to carry out or perform the duties, and which means the person before the Board. The Board had no jurisdiction to sanction Mr Williams for the work of other people (see for example, Mr Williams’ Submissions at [9]-[10]).

•    ASA 200.13(d) provided that where an Auditing Standard expressly intended that a requirement or responsibility be fulfilled by the Engagement Partner, the term “engagement partner” rather than “auditor” was used. It followed that obligations imposed by the Auditing Standards on “the auditor” imposed a standard of conduct on the person or persons who did the work – in this case, this was predominantly not Mr Williams (see for example, Mr Williams’ Submissions at [11]-[13]; transcript NSD1181/2025 2 March 2026 p 16 lines 32-39; p 17 lines 1-17).

•    While the obligations imposed by the Auditing Standards on the Engagement Partner were specifically contained in ASA 220, ASIC never contended that Mr Williams breached ASA 220 (see for example, Mr Williams’ Submissions at [11]; transcript NSD1181/2025 2 March 2026 p 7 lines 20-25, p 28 lines 18-20).

•    ASA 220 imposed two categories of obligation on the Engagement Partner, namely responsibilities imposed directly on the Engagement Partner, and obligations to “take responsibility”. Where an Engagement Partner took responsibility for action, the Engagement Partner was permitted to assign the task (International Standard on Auditing (ISA) 220 at ISA 220.9) (see for example, Mr Williams’ Submissions at [15]-[16]; Mr Williams’ Reply Submissions at [9]-[10]; transcript NSD1181/2025 2 March 2026 p 23 lines 6-24).

•    The primary Judge, by reference to the Engagement Partner’s obligation under ASA 220.8 to “take responsibility” for the audit engagement, concluded (at [49], [51] of the primary Judge’s Decision) that there was nothing in the terms of ASA 220 which supported the notion that, by delegating tasks within the audit to other persons, an Engagement Partner could be absolved of personal responsibility for the audit overall (see Mr Williams’ Submissions at [17]). Her Honour erred in so finding because:

(i)    The Auditing Standards were structured such as to impose primary obligations on “the auditor” (which is defined in a collective way), not on the individual Engagement Partner. This was particularly evident in ASA 200, which defined the overall responsibilities of “the independent auditor”, but was framed throughout by reference to “the auditor”, not the “engagement partner” (see Mr Williams’ Submissions at [19]; transcript NSD1181/2025 2 March 2026 p 16 lines 30-39, p 17 lines 1-17).

(ii)    The use of the active voice in the phrase “shall take responsibility” in ASA 220.8 and .15 required an analysis of what that required the Engagement Partner to do (see Mr Williams’ Submissions at [20]; transcript NSD1181/2025 2 March 2026 p 26 lines 40-47, p 27 lines 1-11).

(iii)    Both the Board and the primary Judge ought to have construed the obligation under ASA 220 for the Engagement Partner to “take responsibility” as requiring Mr Williams to “take charge” of the engagement, by exercising appropriate direction and supervision of the audit team, and to engage in reasonable review. Such an approach was consistent with the fact that the Auditing Standards expressly contemplated work being distributed across different members of an engagement team (see Mr Williams’ Submissions at [20]-[24]; transcript NSD1181/2025 2 March 2026 p 8 lines 19-35, p 23 lines 14-24, p 35 lines 6-41).

(iv)    The legislation must be construed against the background that breach of the Auditing Standards may constitute a criminal offence (see Mr Williams’ Submissions at [25]).

41    In respect of ground of appeal 1, ASIC filed an outline of submissions on 16 February 2026 (ASIC’s Submissions) and Counsel for ASIC made further oral submissions at the hearing on 2 March 2026. In summary, ASIC submitted:

    Mr Williams’ argument that s 1292(1)(d) of the Corporations Act required consideration of the conduct of “the person” in respect of “the duties of an auditor”, and on that basis was limited to work specifically undertaken by that person (as opposed to work for which the person is “responsible” as Engagement Partner but did not themselves undertake), was a restrictive and impractical construction. Rather, s 1292 directed attention to what the duties of an auditor were, and whether the auditor the subject of the proceeding before the Board carried out, or performed adequately and properly, those duties (see ASIC’s Submissions at [8]-[9]).

    Auditors’ duties included compliance with standards. It was well-established that it was permissible for the Board to look at professional standards to determine what was required for the adequate and proper performance of those duties. If the adequate and proper carrying out or performance of the duties of an auditor required “the person” the subject of a proceeding under s 1292 of the Corporations Act to take responsibility for the work of others, “the person” might fail to carry out or perform adequately and properly those duties if the relevant work of others was not adequate, or the person otherwise sought to avoid that responsibility (see ASIC’s Submissions at [10]-[11]; transcript NSD1181/2025 2 March 2026 p 45 lines 1-13).

    The standards relevant to s 1292(1)(d)(i) of the Corporations Act included ASA 200, ASA 220 and APES 210. Once the full terms of ASA 220 and APES 320 were considered it is readily apparent that the standards establish a regime under which, where there is an Engagement Partner, the Engagement Partner must take direct responsibility for the audit. There is nothing in these standards that specifically qualifies the scope of responsibility of an Engagement Partner. As the primary Judge correctly found, the intention of these provisions is to impose responsibility on the Engagement Partner for the audit overall irrespective of who conducted particular tasks in the course of the audit in recognition of the Engagement Partner’s leadership role (see ASIC’s Submissions at [12]-[16]; transcript NSD1181/2025 2 March 2026 p 47 lines 24-47, p 48 lines 1-20, p 49 lines 4-42).

    The primary Judge did not rely on an incorrect premise. Rather, her Honour identified the parts of the standards that compelled the Engagement Partner to take responsibility, and the positive obligations that Mr Williams alleged were not identified (see ASIC’s Submissions at [18]-[19]).

    Mr Williams’ submissions erred in describing the nature of an Engagement Partner’s responsibility as a question of “vicarious liability”. Rather – ASA 220 must be construed by reference to its actual text. It was a professional standard directed towards “quality control”. Its provisions were focused on the role of an “engagement partner” (ASA 220.7(a)) in the context of an “engagement team” (ASA 220.7(d)). It imposed responsibility for the engagement on the “engagement partner”, and included provisions dealing with the direct responsibility of an Engagement Partner (see ASIC’s Submissions at [20]-[21]; transcript NSD1181/2025 2 March 2026 p 49 lines 21-42).

    The task of the Board was to determine what the duties of an auditor were and whether Mr Williams had adequately and properly carried out or performed those duties. In identifying the duties as including the taking of responsibility for the conduct of an audit, where errors were made in an audit, Mr Williams’ duties included him taking responsibility for those errors (see ASIC’s Submissions at [23]; transcript NSD1181/2025 2 March 2026 p 49 lines 33-46, p 50 lines 1-16).

    Notwithstanding that auditing standards may contemplate work being distributed across different members of an engagement team, Mr Williams ignored the central role that concepts of “responsibility” play in the standards (see ASIC’s Submissions at [24]).

    An “engagement partner” was a particular type of auditor with particular responsibilities. An Engagement Partner had specific further duties imposed upon them that were not imposed on auditors more generally – those duties being geared around the responsibility that the Engagement Partner was required to take in respect of multi-auditor engagements (see ASIC’s Submissions at [25]; transcript NSD1181/2025 2 March 2026 p 47 lines 1-47, p 48 lines 1-23).

    It followed that the definition of “auditor” under AS 200 encompassed auditors who performed different functions. The standards evinced an intention that there be a single auditor who took responsibility for the conduct of each audit: namely the “engagement partner”. That might be the sole auditor who conducted an audit, or it might be an Engagement Partner in the case of a multi-auditor engagement (in which case each other auditor on the engagement was an “auditor” who was not an “engagement partner”). Either way, having a single person who took overall responsibility was consistent with a regulatory regime geared towards strict oversight and accountability of audits (see ASIC’s Submissions at [26]; transcript NSD1181/2025 2 March 2026 p 52 lines 35-47).

    The potential of criminal liability was relevant. However, the potential for penal consequences was limited, as s 307A of the Corporations Act applied only to audits conducted under the Corporations Act (which did not include the audit in this case) (see ASIC’s Submissions at [28]; transcript NSD1181/2025 2 March 2026 p 54 lines 16-45).

Ground of appeal 2

42    In respect of ground of appeal 2, Mr Williams submitted, in summary:

    Even if he was liable to discipline in respect of the work of fellow auditor Ms Blank, the fact that it was not his work was a mandatory relevant consideration in determining the sanction to impose on him (see Mr Williams’ Submissions at [27]; transcript NSD1181/2025 2 March 2026 p 39 lines 36-42).

    Further, the fact that the audit work was not Mr Williams’ work was a relevant mitigating factor for the Board to take into consideration in deciding to cancel his registration. It demonstrated that the many respects in which that work was inadequate – such as to contravene the Auditing Standards – did not rebound directly on Mr Williams’ fitness, personally, to do such work in the future. It was necessarily implicit in the statutory language, which called for consideration of the fitness of “the person” to be an auditor, that this was a mandatory consideration (see Mr Williams’ Submissions at [28]-[30]; transcript NSD1181/2025 2 March 2026 p 40 lines 10-17, p 64 lines 28-47, p 65 lines 1-12).

    The primary Judge erred in finding that Mr Williams had abandoned his submission to the Board, that it was relevant that he had not, himself, performed the audit work in question in respect of the sanction imposed on him by the Board. Specifically, the primary Judge erred in finding that Mr Williams had abandoned what the Board described as the “Engagement Partner Response”. While Mr Williams accepted that he was the sole Engagement Partner and ultimately responsible for the Audit, he maintained that his responsibilities were confined to those imposed by the relevant Auditing Standards (see Mr Williams’ Submissions at [33]-[36]; Mr Williams’ Reply Submissions at [18]-[22]; transcript NSD1181/2025 2 March 2026 p 9 lines 35-46, p 10 lines 1-6, p 12 lines 32-46, p 13 lines 1-32).

43    In summary, ASIC submitted:

    The Board understood, and considered, the fact that a large proportion of actual work of the engagement was undertaken by someone other than Mr Williams (see ASIC’s Submissions at [32]; transcript NSD1181/2025 2 March 2026 p 61 lines 1-14, p 63 lines 10-11).

    It was open for the Board to consider that the overriding question was that of Mr Williams’ responsibility, as opposed to who specifically performed the work of the audit. Properly construed, that was the effect of the relevant professional standards. The Board was acting within jurisdiction in determining a sanction consistently with that construction (see ASIC’s Submissions at [33]).

    As the Board noted, the “Engagement Partner Response” was a term given by the Board to Mr Williams’ defence that he was only an engagement partner, and was not responsible for audit work conducted by Ms Blank. Ultimately Mr Williams abandoned that position (see ASIC’s Submissions at [34]; transcript NSD1181/2025 2 March 2026 p 56 lines 29-45, p 57 lines 1-46).

CONSIDERATION

44    By reference to the grounds of appeal and the submissions of Mr Williams, ASIC has identified the key matters for consideration by the Court as “Appeal Issue 1” and “Appeal Issue 2”.

45    “Appeal Issue 1” concerns ground of appeal 1, and particularly refers back to grounds 3(a) and 3(b) which were before the primary Judge. In substance, the Board acted on an incorrect construction of s 1292(1)(d)(i) of the Corporations Act and the Auditing Standards by cancelling Mr Williams’ registration for work carried out by other persons, when he was the Engagement Partner on the relevant audit.

46    “Appeal Issue 2” concerns ground of appeal 2, and particularly refers back to ground 4(b) which was before the primary Judge. In substance, in cancelling Mr Williams’ registration pursuant to s 1292 of the Corporations Act, the Board erred in failing to take into account that the work the subject of the allegations had been performed by another auditor in WPIAS.

47    Ground of appeal 3 plainly relied on the establishment of either ground of appeal 1 or ground of appeal 2.

48    To Appeal Issues 1 and 2, it is convenient to add a third issue, namely that raised by ground of appeal 4. That issue concerns the alleged failure of the primary Judge to decide a material issue referable to the existence of discretionary grounds to refuse declaratory and injunctive relief. This can be described as “Appeal Issue 3”.

49    It is convenient to consider and determine these issues in turn.

Appeal Issue 1

50    Appeal Issue 1 concerns the proper construction of s 1292(1)(d)(i) of the Corporations Act and the relevant Auditing Standards. More particularly, it concerns whether the Board erred in concluding that, as Engagement Partner on the Audit, Mr Williams could fail adequately and properly to perform the duties of an auditor for the purposes of s 1292(1)(d)(i) of the Corporations Act notwithstanding that significant aspects of the Audit work had been undertaken by Ms Blank and other members of the Audit team.

51    The starting point for consideration of Appeal Issue 1 is s 1292(1)(d)(i) of the Corporations Act, which relevantly provides that:

(1)     The Board may, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section that, before, at or after the commencement of this section:

…

(d)    the person has failed, whether in or outside this jurisdiction, to carry out or perform adequately and properly:

(i)    the duties of an auditor; or

…

by order, cancel, or suspend for a specified period, the registration of the person as an auditor.

52    Relatedly, s 1292(9) of the Corporations Act also empowers the Board:

(9)     Where, on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section, the Board is satisfied that the person has failed to carry out or perform adequately and properly any of the duties or functions mentioned in paragraph (1)(d), or is otherwise not a fit and proper person to remain registered as an auditor the Board may deal with the person in one or more of the following ways:

(a)     by admonishing or reprimanding the person;

…

53    The term “engagement partner” is not found in the Corporations Act. Section 324AF of the Corporations Act makes provision for “lead auditor” or “review auditor”. However, we accept the finding of the Board at [112] of the Cancellation Decision that:

…The sections of the Act within which the references to lead auditor and review auditor are to be found are provisions that deal with Auditor Independence and consequent requirements for the rotation of Audit Partners. Those provisions impose obligations on the auditor who is primarily responsible for the conduct of the audit and on the auditor who is in turn responsible for reviewing the audit (often in practice referred to as the Quality Review Partner, or similar nomenclature), to rotate from an audit engagement after a specified time frame. Those statutory provisions are not relevant to a consideration of the responsibility of an auditor nominated as the engagement partner on an audit, which is informed by reference to the relevant Auditing Standards that we have set out in paragraph 105-109.

54    In relation to the construction of s 1292 of the Corporations Act, it is important to note that s 336(1) of the Corporations Act empowers the Auditing and Assurance Standards Board (AUASB) to make auditing standards by legislative instrument for the purposes of the Corporations Act or the ASIC Act. As the primary Judge correctly observed (at [43]-[45] of the primary Judge’s Decision), those standards may inform the content of the duties of an auditor for the purposes of s 1292(1)(d)(i). It follows that the content of the duties undertaken by Mr Williams as an auditor and Engagement Partner falls to be considered by reference not only to the Corporations Act itself but also to applicable Auditing Standards and professional standards.

55    Mr Williams submitted that s 1292(1)(d)(i) of the Corporations Act focused on individual competency, and directed attention to the conduct of the individual auditor whose registration was under consideration (Mr Williams’ Submissions at [9]; transcript NSD1181/2025 2 March 2026 p 65 lines 19-20). Mr Williams further submitted that the reference in s 1292(1)(d) of the Corporations Act to “the person” confined the Board’s jurisdiction to consider the conduct of that person, and excluded the attribution of responsibility for work undertaken by others (Mr Williams’ Submissions at [10]). In that respect, Mr Williams submitted that the Board effectively imposed liability upon him for the work of Ms Blank and other members of the Audit team without first determining whether he had failed adequately to supervise or review their work (see for example, Mr Williams’ Submissions [10]; transcript NSD1181/2025 2 March 2026 p 3 lines 39-46, p 8 lines 19-35, p 28 lines 10-47, p 65 lines 22-25, p 67 lines 33-34).

56    We do not accept that submission.

57    As the primary Judge correctly observed (at [42] of the primary Judge’s Decision), s 1292(1)(d)(i) of the Corporations Act does not prescribe the content of the duties of an auditor, nor does it require that the auditor the subject of the disciplinary proceeding personally perform every task undertaken during the course of an audit engagement. Rather, the provision directs attention to two questions (as was acknowledged by Counsel for Mr Williams at transcript NSD1181/2025 2 March 2026 p 8 lines 19-25): first, what duties are imposed upon the auditor; and secondly, whether those duties have been adequately and properly performed.

58    In our view, the critical issue concerns the content of the duties undertaken by an auditor acting in the capacity of Engagement Partner. That content is informed not only by the Corporations Act but also by the applicable professional and auditing standards. As the primary Judge correctly observed (at [43]-[45] of the primary Judge’s Decision), the duties of an auditor for the purposes of s 1292(1)(d)(i) are not confined to duties imposed expressly by statute, but extend to duties arising under applicable professional standards: Dean-Willcocks at [26]. In Dean-Willcocks, Tamberlin J explained (at [26]) that professional standards may properly be used in determining whether duties and functions have been carried out “adequately and properly” for the purposes of s 1292 of the Corporations Act.

59    In the present case, relevant standards included ASA 200, ASA 220 and APES 210. Those standards formed part of the framework governing the conduct of the Audit, a conclusion expressly reached by the Board at [92]-[94] of the Cancellation Decision and not seriously challenged before this Court. That conclusion is reinforced by the statutory framework. As previously noted, pursuant to s 336 of the Corporations Act, the AUASB may make auditing standards by legislative instrument. As ASIC correctly identified at [12] of ASIC’s Submissions, ASA 200 and ASA 220 were made pursuant to the power in s 336 of the Corporations Act. APES 210 in turn required compliance with Auditing and Assurance Standards. It follows that, in determining the content of the duties undertaken by Mr Williams as an auditor and Engagement Partner, the Board and the primary Judge were entitled to have regard to the relevant Auditing Standards and professional standards.

60    Accordingly, ground of appeal 1(a) cannot be determined merely by reference to the phrase “the person” appearing in s 1292(1)(d)(i). Rather, it is necessary to consider the nature of the responsibilities imposed upon an Engagement Partner by the applicable standards, as empowered by s 336(1) of the Corporations Act.

Grounds of appeal 1(b) and 1(d)

61    Grounds of appeal 1(b) and 1(d) concern the proper construction of ASA 220 and, in particular, the meaning of the requirement that an Engagement Partner “take responsibility” for the engagement.

62    Relevantly, ASA 220 provides:

7.1(a)    Engagement partner means the partner or other person in the firm who is responsible for the audit engagement and its performance, and for the auditor’s report that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body.

…

7.1(d)    Engagement team means all partners and staff performing the engagement, and any individuals engaged by the firm or a network firm who perform audit procedures on the engagement. This excludes an auditor’s external expert engaged by the firm or a network firm.

…

8.    The engagement partner shall take responsibility for the overall quality on each audit engagement to which that partner is assigned. (Ref: Para. A3)

…

11.    The engagement partner shall form a conclusion on compliance with independence requirements that apply to the audit engagement. In doing so, the engagement partner shall …

…

14.    The engagement partner shall be satisfied that the engagement team, and any auditor’s experts who are not part of the engagement team, collectively have the appropriate competence and capabilities …

…

15.    The engagement partner shall take responsibility for:

(a)    The direction, supervision and performance of the audit engagement in compliance with Australian Auditing Standards, relevant ethical requirements, and applicable legal and regulatory requirements; and (Ref: Para. A13-A15, A20)

(b)    The auditor’s report being appropriate in the circumstances.

…

16.    The engagement partner shall take responsibility for reviews being performed in accordance with the firm’s review policies and procedures. (Ref: Para. A16-A17, A20)

17.    On or before the date of the auditor’s report, the engagement partner shall, through a review of the audit documentation and discussion with the engagement team, be satisfied that sufficient appropriate audit evidence has been obtained to support the conclusions reached and for the auditor’s report to be issued.

18.    The engagement partner shall:

(a)    Take responsibility for the engagement team undertaking appropriate consultation on difficult or contentious matters;

(b)    Be satisfied that members of the engagement team have undertaken appropriate consultation during the course of the engagement, both within the engagement team and between the engagement team and others at the appropriate level within or outside the firm;

(c)    Be satisfied that the nature and scope of, and conclusions resulting from, such consultations are agreed with the party consulted; and

(d)     Determine that conclusions resulting from such consultations have been implemented. (Ref: Para. A21-A22)

…

A15.    Supervision includes matters such as:

•    Tracking the progress of the audit engagement.

•    Considering the competence and capabilities of individual members of the engagement team, including whether they have sufficient time to carry out their work, whether they understand their instructions, and whether the work is being carried out in accordance with the planned approach to the audit engagement.

•    Addressing significant matters arising during the audit engagement, considering their significance and modifying the planned approach appropriately.

•    Identifying matters for consultation or consideration by more experienced engagement team members during the audit engagement.

63    At [15]-[16] of Mr Williams’ Submissions Mr Williams submitted that ASA 220 drew an important distinction between the responsibilities:

    imposed directly upon an Engagement Partner, such as those contained in ASA 220.11 and 220.14; and

    that require the Engagement Partner merely to “take responsibility” for particular matters, such as those contained in ASA 220.8 and 220.15.

64    Mr Williams submitted that, properly construed, the obligation to “take responsibility” did not go beyond an obligation to take charge of the Audit through reasonable direction, supervision and review. In circumstances where audit work was undertaken by other members of the engagement team, including Ms Blank, the relevant question was whether Mr Williams had discharged those supervisory obligations rather than whether errors could be identified in the Audit work itself (see for example, Mr Williams’ Submissions at [20]-[25]; transcript NSD1181/2025 2 March 2026 p 8 lines 19-35, p 23 lines 12-17, p 35 lines 6-41).

65    We do not accept that submission.

66    First, the text of ASA 220 does not support the sharp distinction for which Mr Williams contended. ASA 220.7(a) defines an Engagement Partner as the person responsible for the audit engagement and its performance, and for the auditor’s report issued on behalf of the firm. ASA 220.8 further provides that “[t]he engagement partner shall take responsibility for the overall quality on each audit engagement to which that partner is assigned.”

67    In our view, ASA 220 does not merely impose obligations of direction and supervision. Its stated objective at [6] (as referred to at [14] of Mr Williams’ Submissions and [20] of ASIC’s Submissions) is quality control at the engagement level and compliance with professional standards and applicable legal requirements. The standard identifies at [7.1(a)] the Engagement Partner as the person responsible for the audit engagement, its performance and the auditor’s report. It further assigns to the Engagement Partner responsibility for the overall quality of the engagement, the competence of the engagement team, and the direction, supervision and review of audit work (see ASA 220.8, 220.11, 220.14-18). Therefore, read as a whole, ASA 220 places the Engagement Partner’s responsibility for the Audit at its centre.

68    Second, while we accept Mr Williams’ Submissions (at [22]) that ASA 220 contemplates that work may be undertaken by members of an engagement team, ASA 220 also consistently identifies the Engagement Partner as the individual bearing ultimate responsibility for the engagement. We accept ASIC’s Submissions (at [16]) that ASA 220 does not qualify the Engagement Partner’s responsibility by reference to who performed the particular task in question. On the contrary, the structure of the standard reflects the existence of a single identified individual who bears ultimate responsibility for the engagement notwithstanding the participation of others.

69    Third, the construction advanced by Mr Williams sits uneasily with the evident purpose of the Engagement Partner role. As ASIC submitted (see ASIC’s Submissions at [12]-[16] and [25]-[26]; transcript NSD1181/2025 2 March 2026 p 47 lines 24-47, p 48 lines 1-20, p 52 lines 35-47), the standards contemplate that responsibility for the quality and sufficiency of an audit engagement ultimately rests with a single responsible auditor. That role is performed by the Engagement Partner. Even if Mr Williams were correct to submit (at [12]-[13] of Mr Williams’ Submissions) that ASA 200.13(d) confines obligations imposed by the Auditing Standards on “the auditor” to the person who did the relevant audit work, ASA 220 nonetheless imposes distinct responsibilities on an Engagement Partner that arise independently of whether that partner personally undertook the work in question. Relatedly, we consider any reference to an “auditor” in s 1292 of the Corporations Act to incorporate references in the Auditing Standards to both “auditors” and “Engagement Partners”. That conclusion was seemingly accepted by Mr Williams at [17] of Mr Williams’ Reply Submissions.

70    In our view the primary Judge was correct to conclude (at [50] of the primary Judge’s Decision) that the intention of ASA 220 and APES 320:

is plain: to impose responsibility on the Engagement Partner for the audit overall irrespective of who conducted particular tasks in the course of the audit in recognition of the Engagement Partner’s leadership role.

71    As agreed by the parties (see ASIC’s Submissions at [20] and Mr Williams’ Reply Submissions at [15]), and held by the primary Judge (at [50] of the primary Judge’s Decision), we do not consider the concept of “vicarious liability” to be relevant to the present circumstances. Neither the Board, nor the primary Judge, treated the Engagement Partner as subject to a species of vicarious liability. The Board did not conclude that Mr Williams was responsible merely because someone else had erred. Rather, the Board concluded that responsibility for the overall quality and sufficiency of the audit formed part of the duties undertaken by Mr Williams as Engagement Partner.

72    Mr Williams further submitted (at [15] of Mr Williams’ Reply Submissions) that, if vicarious liability was not relevant, “there was no case before the Board of a contravention of ASA 220; there is no reference to that standard anywhere in ASIC’s Statement of Facts and Contentions”. We do not accept that submission. As we have explained, the Board’s task under s 1292(1)(d)(i) of the Corporations Act was to determine whether Mr Williams had failed adequately and properly to perform the duties of an auditor. In identifying the content of those duties, the Board was entitled to have regard to all relevant Auditing Standards governing the Audit, including ASA 220. The fact that ASIC’s contentions focused upon deficiencies in the Audit rather than upon a separately pleaded contravention of ASA 220 did not preclude the Board from considering ASA 220 in determining the responsibilities attaching to Mr Williams’ role as Engagement Partner.

73    That conclusion is also consistent with the nature of the jurisdiction conferred by s 1292 of the Corporations Act. Both Mr Williams and ASIC cited Albarran v Companies Auditors and Liquidators Disciplinary Board [2007] HCA 23; (2007) 231 CLR 350 in their written submissions (Mr Williams’ Submissions at [9]; ASIC’s Submissions at footnote 4 to [9]). In Albarran, a majority of the High Court (comprising Gleeson CJ, Gummow, Hayne, Callinan, Heydon and Crennan JJ) emphasised that s 1292 of the Corporations Act was concerned with whether duties have been carried out “adequately and properly” by reference to relevant professional standards and that the Board’s function was protective rather than punitive:

18.    In construing para (d) of s 1292(2), weight must be given to the introductory but controlling words “to carry out or perform adequately and properly”. Of the words “proper” and “adequate” as they appear here, Tamberlin J said in Dean-Willcocks v Companies Auditors and Liquidators Disciplinary Board (41) that they invite:

“the testing of performance against a relevant standard or benchmark of performance. The interpretation advanced for the applicant, in my view, is too narrow in requiring the identification of a specific duty directly imposed by legislation. The level of performance called for is that of ‘adequacy’. The standard is that the duty must be performed ‘properly’.”

…

20.    Against that background, in Dean-Willcocks, Tamberlin J went on to observe that para (d)(ii) of s 1292(2) (43):

“is designed to enable a board representative of the commercial and accounting communities to consider whether the function has been adequately and properly carried out. To assess this, it is permissible, in my view, to have regard to the standards operative in the relevant sphere of activity.”

21.    That reasoning of Tamberlin J should be accepted as indicative that the function performed by the Board in the present cases was not the ascertainment or enforcement of any existing right or liability in respect of an offence and the punishment for an offence. So, also, should the conclusion expressed by the Full Court in the judgment here under appeal. Their Honours said (44):

“The function of the Board is not, as was submitted, to find (as an exercise of deciding present rights and obligations in the above sense) whether an offence has been committed and, if so, to inflict a punishment therefor. It is, as we have said, to assess whether someone should continue to occupy a statutory position involving skill and probity, in circumstances where (not merely because) the Board is satisfied that the person has failed in the performance of his or her professional duties in the past. Messrs Gould and Albarran say that punishment or a penal or harmful consequence is finally inflicted on the person consequent upon the finding of the committal of an offence prescribed by law. That is not what s 1292(2) says the function of the Board is. It is not, in substance, what the Board does.”

…

35.    … upon the grounds given earlier in these reasons, no “punishment” in the sense of the authorities dealing with the judicial power of the Commonwealth has been inflicted by the determination and orders made by the Board.

74    Further, in separate reasons, Kirby J observed (Albarran at [96]-[97]):

96.    … Legally and functionally, the purpose of the provision is to uphold the standards of registered liquidators; to ensure their compliance with an adequate and proper performance of the duties imposed on company liquidators; to protect company shareholders, creditors, officers and employees, and the public; and to uphold professional and business expectations in that regard. I agree with the analysis in the joint reasons both as to the function which the Board performs and as to the interpretation of s 1292(2) (146) …

97.    It follows that the Board is not engaged in the adjudication or determination of guilt, still less of criminal guilt, or in the imposition of punishment, as such.

75    In line with the findings in Albarran, it follows that the function of the Board is protective and disciplinary. The Board is concerned with whether the relevant duties and functions have been performed adequately and properly, and whether the person remains fit and proper to remain registered. The Board is not determining criminal guilt or imposing punishment.

76    In the present case, the question for the Board was therefore whether Mr Williams had adequately and properly performed the responsibilities attaching to his role as Engagement Partner, not whether he personally carried out every audit task later identified as deficient.

77    Accordingly, we find that ground of appeal 1(b) has not been substantiated. Properly construed, ASA 220 does not confine the responsibilities of an Engagement Partner to work personally undertaken by that person, nor does it reduce the Engagement Partner’s role to one of supervision and review alone. Rather, ASA 220 identifies the Engagement Partner as the individual ultimately responsible for the audit engagement, its performance, the auditor’s report and the overall quality of the engagement. While the standard contemplates that work may be performed by other members of the engagement team, it nonetheless allocates ultimate responsibility for the engagement to the Engagement Partner. The primary Judge did not err in construing the Auditing Standards in that manner.

78    For substantially the same reasons, we reject ground of appeal 1(d). The phrase “take responsibility” in ASA 220 cannot be reduced to a duty merely to supervise and review the work of others. Supervision and review are undoubtedly important components of the Engagement Partner’s role. However, the text of ASA 220 imposes responsibility for the engagement itself, its performance, the audit opinion and the overall quality of the audit. Those obligations extend beyond what Mr Williams described in ground of appeal 1(d) as requiring him to “take charge of the audit by exercising reasonable and appropriate direction and supervision of the work performed by members of the engagement team”.

Ground of appeal 1(a)

79    Once the duties imposed upon an Engagement Partner are properly understood, ground of appeal 1(a) necessarily fails.

80    The Board did not proceed on the basis that it could cancel an auditor’s registration merely because the auditor occupied the position of Engagement Partner. Nor did it proceed on the basis that the auditor could be sanctioned irrespective of the duties imposed by the applicable standards. Rather, the Board concluded (for example, at [117] of the Cancellation Decision) that, under the applicable standards, an Engagement Partner bore responsibility for the overall quality and sufficiency of the audit engagement and that the deficiencies established by ASIC demonstrated a failure adequately and properly to perform those duties. In our view, that conclusion was squarely open to the Board and involved no misconstruction of s 1292(1)(d) of the Corporations Act.

Ground of appeal 1(c)

81    Ground of appeal 1(c) relied upon the proposition that ambiguity existed in ASA 220 or s 1292(1)(d) of the Corporations Act and that a narrower construction should therefore be preferred because breach of auditing standards may attract penal consequences, including imprisonment and the cancellation of an auditor’s registration.

82    However, for the reasons already given, we do not accept that either s 1292(1)(d)(i) of the Corporations Act or ASA 220 is relevantly ambiguous.

83    Further, ASIC correctly submitted (at [28] of ASIC’s Submissions) that the criminal offence provision relied upon by Mr Williams, namely s 307A of the Corporations Act, concerns audits conducted under the Corporations Act and is not directly engaged in relation to the Audit in issue in this proceeding. In our view, and for the reasons previously outlined, the jurisdiction conferred by s 1292 of the Corporations Act is protective, not penal, in character. The Board’s task is to determine whether the person has adequately and properly performed the relevant duties and whether that person should remain registered.

84    In any event, because we do not accept that the relevant provisions are ambiguous, the premise upon which ground of appeal 1(c) depends is absent. The language of ASA 220, read together with ASA 200 and APES 210, sufficiently identifies the responsibilities undertaken by an Engagement Partner and provides no foundation for the narrower construction advanced by Mr Williams.

Conclusion on Appeal Issue 1

85    For these reasons, we are not persuaded that the primary Judge erred in respect of grounds 3(a) and 3(b) raised before her Honour. The Board correctly construed s 1292(1)(d)(i) of the Corporations Act and the relevant Auditing Standards. It follows that ground of appeal 1 has not been established.

Appeal Issue 2

86    Appeal Issue 2, which relates to ground of appeal 2, concerns the sanction imposed by the Board and, in particular, whether the Board failed to take into account mandatory relevant considerations when deciding to cancel Mr Williams’ registration pursuant to s 1292 of the Corporations Act.

Ground of appeal 2(a)

87    Ground of appeal 2(a) proceeds on the footing that, even if the Board was correct to conclude that Mr Williams, as Engagement Partner, was responsible for the Audit as a whole, the Board nonetheless failed to take into account relevant matters bearing upon the appropriate sanction. Those matters were said to include that much of the work the subject of ASIC’s allegations had been performed by Ms Blank as the “lead auditor” for the Audit and that ASIC had not alleged that Mr Williams had failed adequately to supervise or review her work (see further Mr Williams’ Submissions at [27]-[30]; transcript NSD1181/2025 2 March 2026 p 39 lines 36-42, p 40 lines 10-17, p 64 lines 44-47, p 65 lines 1-12). Mr Williams submitted that the fact that the impugned audit work had largely been undertaken by another registered company auditor was both relevant and material to the question of sanction and constituted a mitigating circumstance which the Board was required to consider (Mr Williams’ Submissions at [28]-[30]).

88    We reject that submission.

89    Ground of appeal 2(a) necessarily depends upon establishing that the matters identified by Mr Williams were “relevant, material and mandatory considerations” in the exercise of the Board’s discretion under s 1292 of the Corporations Act. In Minister for Aboriginal Affairs v Peko Wallsend Ltd [1986] HCA 40; (1986) 162 CLR 24 at 40, Mason J (Gibbs CJ and Dawson J agreeing) considered the meaning of a mandatory relevant consideration and observed that:

… where the ground of review is that a relevant consideration has not been taken into account and the discretion is unconfined by the terms of the statute, the court will not find that the decision-maker is bound to take a particular matter into account unless an implication that he is bound to do so is to be found in the subject-matter, scope and purpose of the Act.

90    Mr Williams pointed (at [30] of Mr Williams’ Submissions) to s 216(10) of the ASIC Act, which relevantly provides as follows:

(10)    The Panel must take into account:

(a)    a submission made to or evidence adduced before the Panel; and

(b)     a submission lodged with the Disciplinary Board in relation to the matter to which the hearing relates;

when making any decision on the matter to which the submission or evidence relates.

91    It is not controversial that, in making the Cancellation Decision, the Board was required to “take into account” the submissions and evidence put before it by Mr Williams.

92    The phrase “taking into account” is defined by the Macquarie Dictionary as:

To take into consideration; allow for.

93    It is well-settled that a requirement for a decision-maker to “consider” – or take into account – a matter involves an active intellectual process directed at that matter: Kiefel J in Tickner v Chapman [1995] FCA 1726; (1995) 57 FCR 451 at 495. As Kiefel CJ, Keane, Gordon and Steward JJ further explained in Plaintiff M1-2021 v Minister for Home Affairs [2022] HCA 17; (2022) 275 CLR 582:

24.    Consistently with well-established authority in different statutory contexts, there can be no doubt that a decision-maker must read, identify, understand and evaluate the representations. Adopting and adapting what Kiefel J (as her Honour then was) said in Tickner v Chapman, the decision-maker must have regard to what is said in the representations, bring their mind to bear upon the facts stated in them and the arguments or opinions put forward, and appreciate who is making them. From that point, the decision‑maker might sift them, attributing whatever weight or persuasive quality is thought appropriate. The weight to be afforded to the representations is a matter for the decision-maker. And the decision-maker is not obliged “to make actual findings of fact as an adjudication of all material claims” made by a former visa holder.

(footnotes omitted)

94    In light of these authorities, we consider that the primary Judge was correct to conclude (at [97] of the primary Judge’s Decision) that “the obligation to take submissions and evidence into account is not tantamount to an obligation on the Board to address every submission or piece of evidence in its written statement of reasons”. That conclusion was accepted by Mr Williams (at [30] of Mr Williams’ Submissions). Nonetheless, Mr Williams contended that “There is, in context, no reason to conclude that the Board took into account any consideration not expressly referenced in its published reasons for its decision” (at [30] of Mr Williams’ Submissions).

95    We do not accept that submission. The obligation imposed by s 216(10) of the ASIC Act is for the Board to “take into account” submissions and evidence, not to treat those submissions and evidence as facts or mandatory “mitigating factors”. That view is supported by the High Court’s comments in Plaintiff M1 at [24] that the decision-maker is not obliged to make findings of fact in relation to every material claim made and may “sift” the parties’ submissions. In our view, the Board plainly understood and considered Mr Williams’ submissions and evidence relevant to his contention that others, predominately Ms Blank, performed a substantial proportion of the Audit work.

96    As ASIC correctly submitted (ASIC’s Submissions at [32]; transcript NSD1181/2025 2 March 2026 p 61 lines 1-47, p 62 lines 1-8), the Cancellation Decision repeatedly referred to the role performed by Ms Blank and other members of the engagement team (see for example, the Cancellation Decision at [122], [136], [185]-[186], [190], [198]-[199], [665], [670], [1183], [1211]). Indeed, the Board expressly recorded Mr Williams’ submissions concerning the role of Ms Blank and discussed them at length in its reasons, including under what it described as the “Engagement Partner Response”. The Board defined the “Engagement Partner Response” at [102] of the Cancellation Decision as Mr Williams’ argument that “On the basis of those registered auditors each performing a designated role, Mr Williams … had adequately performed his role in the 2012 LM Audit and was not otherwise responsible for the performance of other audit work that had been carried out by Ms Blank” (Engagement Partner Response). In considering the Engagement Partner Response and, more broadly, Mr Williams’ submissions about Ms Blank’s role in the Audit, the Board relevantly outlined in the Cancellation Decision as follows:

102.    In his evidence, Mr Williams had said that the quality control framework in place at WPIAS meant that two of the firm’s partners shared responsibility as engagement partners on the 2012 LM Audit. In this matter he said he was the Engagement Partner and Ms Blank shared that responsibility in her role as “Lead Engagement Partner”. A third registered auditor, Ms Lee-Anne Dipenaar performed the role of “Engagement Quality Control Review Partner”. On the basis of those registered auditors each performing a designated role, Mr Williams, in his Response, had asserted that he had adequately performed his role in the 2012 LM Audit and was not otherwise responsible for the performance of other audit work that had been carried out by Ms Blank (the “Engagement Partner Response”).

…

451.    Mr Williams First Response was that Mrs Blank performed the what-if scenarios and sensitivities and he repeated and relied on the Engagement Partner Response.

…

523.    Mr Williams’ third response was that Mrs Blank did not bring to his attention the additional loan in the books of AIIS that would increase the loan on consolidation to $24,608,244.00 and relied on the Engagement Partner Response.

…

532.    Mr Williams’ Response to this allegation was based on the Engagement Partner Response and that he could not have been expected to require more audit evidence in respect of the variance in circumstances where Mrs Blank did not bring the variance to his attention.

…

1347.    One submission made on Mr Williams’ behalf at the sanctions hearing was that there was a fundamental issue about his responsibility under section 1292(1)(d)(i) for failings identified that were attributable to audit work performed by others because section 1292(1)(d)(i) was directed to the individual responsibility of registered auditors in the performance of their duties. The basis of that submission indicates to us that Mr Williams continues to misunderstand the significance and scope of the responsibility of the Engagement Partner on an audit to ensure that audits are performed properly. This duty is one within the meaning of section 1292(1)(d)(i) of the Act.

97    Accordingly, the Board recognised Mr Williams’ submissions and evidence that aspects of the Audit had been undertaken by persons other than Mr Williams, but nevertheless concluded that those circumstances did not diminish the responsibilities attaching to Mr Williams’ role as Engagement Partner. As we have already explained in relation to Appeal Issue 1, that conclusion was open to the Board and involved no error of law. In these circumstances, the complaint that the Board failed to take account of Mr Williams’ submissions and evidence concerning the role played by Ms Blank and others involved in the Audit cannot be sustained. The Board plainly took those matters into account.

98    To the extent that Mr Williams submitted that, although the Board considered the role of Ms Blank, the Board did not treat that role as mitigating the seriousness of the failures to the extent for which Mr Williams contended, we reject that submission. Properly analysed, that complaint concerns the weight attributed by the Board to those matters, rather than whether the Board considered them. Absent some demonstrated legal requirement to attribute a particular significance to that factor, a complaint that goes to the weight attributed to the consideration rather than its consideration will generally not establish jurisdictional error. As was identified by Mason J (Gibbs CJ and Dawson J agreeing) in Peko Wallsend at 41-42:

… in the absence of any statutory indication of the weight to be given to various considerations, it is generally for the decision-maker and not the court to determine the appropriate weight to be given to the matters which are required to be taken into account in exercising the statutory power …

… an appellate court may review a discretionary judgment that has failed to give proper weight to a particular matter, but it will be slow to do so because a mere preference for a different result will not suffice … So too in the context of administrative law, a court should proceed with caution when reviewing an administrative decision on the ground that it does not give proper weight to relevant factors, lest it exceed its supervisory role by reviewing the decision on its merits.

99    In accordance with Peko Wallsend and Plaintiff M1 at [24], we consider that the obligation of the Board to take submissions and evidence into account does not require the Board to accept those submissions or to accord them the weight for which a party contends.

100    In relation to ground of appeal 2(a)(ii), we are also not persuaded that the absence of an allegation by ASIC that Mr Williams failed adequately to supervise Ms Blank constituted a mandatory relevant consideration. The Board’s task was to determine whether Mr Williams had failed adequately and properly to perform the duties attaching to his position as Engagement Partner. Once the Board concluded that those duties extended beyond mere supervision and review, the absence of a separately pleaded allegation of inadequate supervision did not assume the significance attributed to it by Mr Williams.

101    For those reasons, ground of appeal 2(a) has not been established.

Ground of appeal 2(b)

102    Ground of appeal 2(b) concerns the Board’s observation at [118] of the Cancellation Decision that Mr Williams had “ultimately withdrawn” the Engagement Partner Response, as well as the primary Judge’s finding (at [98] of the primary Judge’s Decision) that “Mr Williams himself abandoned the Engagement Partner Response”.

103    At [118] of the Cancellation Decision, the Board observed:

We make one further observation that the fact that Mr Williams advanced this response as an answer to the contentions, even though he ultimately withdrew it, together with the evidence set out above, indicates in our view, having regard to the Relevant Benchmark, that his understanding of the requirements of the relevant Auditing Standards and how they informed the discharge of his professional responsibilities as Engagement Partner with respect to the 2012 LM Audit, was not adequate.

104    Relevantly, the Board had previously noted:

101.    Until the ninth day of the hearing, Mr Williams maintained that, in the context of the quality control framework in place at WPIAS (discussed further in paragraphs 103 and 135–140), the role that he performed and the actions that he took as Engagement Partner on the 2012 LM Audit satisfied his obligation as a registered auditor to carry out his duties adequately and properly within the meaning of section 1292(1)(d)(i) of the Act in the context of the 2012 LM Audit.

102.    In his evidence, Mr Williams had said that the quality control framework in place at WPIAS meant that two of the firm’s partners shared responsibility as engagement partners on the 2012 LM Audit. In this matter he said he was the Engagement Partner and Ms Blank shared that responsibility in her role as “Lead Engagement Partner”. A third registered auditor, Ms Lee-Anne Dipenaar performed the role of “Engagement Quality Control Review Partner”. On the basis of those registered auditors each performing a designated role, Mr Williams, in his Response, had asserted that he had adequately performed his role in the 2012 LM Audit and was not otherwise responsible for the performance of other audit work that had been carried out by Ms Blank (the “Engagement Partner Response”).

…

113.    On day 9 of the hearing, Mr Williams ultimately admitted that he was the only Engagement Partner for the 2012 LM Audit and as the Engagement Partner he was responsible for the appropriate performance of the 2012 LM Audit in accordance with the relevant Auditing Standards, regardless of who at WPIAS may have performed the audit work the subject of ASIC’s allegations. The fact that Ms Blank and Ms Dipenaar were also registered auditors did not alter or diminish Mr Williams’ responsibility as the Engagement Partner, for the overall quality and efficacy of the audit work performed in the 2012 LM Audit, nor his duty to ensure that he met the requirements of the Auditing Standards when performing his role as the Engagement Partner on the 2012 LM Audit.

105    At [98] of the primary Judge’s Decision, her Honour held:

Further and in any event, the submission that the Board was required to take the Engagement Partner Response into account in determining the appropriate sanction cannot be sustained in circumstances where Mr Williams himself abandoned the Engagement Partner Response on the ninth day of the Board Proceedings and the Engagement Partner Response was founded on a misapprehension by Mr Williams of his duties as the Engagement Partner.

106    At [21] of the primary Judge’s Decision, her Honour described the Engagement Partner Response as the contention:

… that Mr Williams shared responsibility as the Engagement Partner with Ms Andrea Blank in her alleged role as “Lead Engagement Partner” and therefore was not responsible for the performance of audit work carried out by Ms Blank.

107    Mr Williams submitted (at [33] of Mr Williams’ Submissions) that the Board – and consequently the primary Judge – incorrectly proceeded on the basis that he had abandoned the Engagement Partner Response. More precisely, Mr Williams submitted that while he had accepted that he was the sole Engagement Partner, he had not abandoned his contention that he had not personally performed all of the Audit work in question, nor his contention that the responsibilities attaching to the role of Engagement Partner were confined to those imposed by ASA 220, including obligations of direction, supervision and review (see Mr Williams’ Submissions at [33]-[36]; Mr Williams’ Reply Submissions at [22]; transcript NSD1181/2025 2 March 2026 p 9 lines 37-46, p 10 lines 1-6, p 12 lines 32-46, p 13 lines 1-47).

108    It may be accepted that Mr Williams’ acknowledgment that he was the sole Engagement Partner is not necessarily synonymous with abandoning every submission concerning the content and scope of the responsibilities attaching to that role. To that extent, there is some force in the distinction which Mr Williams seeks to draw between accepting the position of sole Engagement Partner and abandoning his broader argument as to the limits of the obligations imposed by ASA 220.

109    However, even assuming that the Board’s description of the Engagement Partner Response as having been “ultimately withdrawn” was open to debate, we are not persuaded that any jurisdictional error is thereby demonstrated.

110    Ultimately, the Board’s reasoning did not depend upon a finding that Mr Williams had abandoned the Engagement Partner Response. Rather, the Board squarely addressed and rejected the substance of that response. The Board concluded that, under the relevant Auditing Standards, Mr Williams bore responsibility for the overall quality and sufficiency of the Audit as Engagement Partner, notwithstanding that aspects of the Audit work had been undertaken by others. That conclusion formed the foundation of the Board’s reasoning.

111    Accordingly, we consider that the Cancellation Decision demonstrates that the Board understood the substance of Mr Williams’ position before rejecting it. The Board did not fail to consider the Engagement Partner Response. On the contrary, as noted earlier in these reasons, the Board referred to the contention, discussed it at length at [101]-[118] of the Cancellation Decision, and ultimately rejected it. In those circumstances, even if the reference in [118] of the Cancellation Decision to the response having been “ultimately withdrawn” was inaccurate, it has not been demonstrated that the Board’s ultimate conclusion would have been any different. The Board’s conclusions concerning the role and responsibilities of an Engagement Partner were reached independently of that observation.

112    Further, we are not persuaded that the primary Judge erred in reaching the conclusion expressed at [98] of the primary Judge’s Decision. Her Honour’s reasoning did not depend solely upon the characterisation that Mr Williams had abandoned the Engagement Partner Response. Her Honour further concluded that the Engagement Partner Response was founded upon a misunderstanding of the duties and responsibilities attaching to the role of Engagement Partner. For the reasons we have explained in relation to Appeal Issue 1, we agree with that conclusion. Properly construed, the relevant Auditing Standards imposed upon Mr Williams responsibilities extending beyond the work he personally performed. Accordingly, even if some doubt arose as to whether the Engagement Partner Response had been fully abandoned, that would not demonstrate error in the primary Judge’s conclusion that Ground 4(b) could not be sustained.

113    In those circumstances, ground of appeal 2(b) has not been established.

Conclusion on Appeal Issue 2

114    In our view, the primary Judge was therefore correct to reject ground 4(b).

115    It follows that grounds of appeal 2(a) and 2(b) have not been established. The Board did not fail to take into account the role played by Ms Blank or other members of the engagement team. Nor did any misunderstanding concerning the procedural history of the Engagement Partner Response give rise to jurisdictional error. Appeal Issue 2 must therefore be determined against Mr Williams.

Ground of appeal 3

116    As explained previously, without further particularisation by Mr Williams, ground of appeal 3 plainly relies on the establishment of either grounds of appeal 1 or 2. Mr Williams submitted that, if this Court concluded that the Cancellation Decision was affected by jurisdictional error, the Costs Decision would likewise be invalid as a consequence (see [38] of Mr Williams’ Submissions; transcript NSD1181/2025 2 March 2026 p 9 lines 21-23). ASIC did not dispute that proposition (see ASIC’s Submissions at [35]; transcript NSD1181/2025 2 March 2026 p 4 lines 33-40).

117    It follows that ground of appeal 3 cannot succeed unless jurisdictional error is established in respect of the Cancellation Decision. In that respect, ground of appeal 3 is predicated on the success of either ground of appeal 1 or ground of appeal 2. For the reasons already given, we are not persuaded that the Board misconstrued s 1292(1)(d)(i) of the Corporations Act or the relevant Auditing Standards, nor are we persuaded that the Board failed to take into account mandatory relevant considerations or otherwise erred in determining the appropriate sanction. It follows that the Board validly exercised its jurisdiction in making the Cancellation Decision, such that ground of appeal 3(a) necessarily fails.

118    Accordingly, ground of appeal 3(b) must also fail. Section 223(1)(d) of the ASIC Act empowers the Board to require a person to pay ASIC’s costs where the Board holds a hearing in accordance with s 1294(1) of the Corporations Act and thereafter cancels or suspends that person’s registration as an auditor:

223    Costs

(1)    Where:

(a)    the Panel holds a hearing in relation to a person in accordance with subsection 1294(1) of the Corporations Act; and

(b)    the Panel cancels or suspends the registration of the person as an auditor or deals with the person:

(i)    by admonishing or reprimanding the person; or

(ii)    by requiring the person to give an undertaking to engage in, or to refrain from engaging in, specified conduct;

the Panel may require the person to pay an amount specified by the Panel, being all or part of:

(c)    the costs of and incidental to the hearing; or

(d)    the costs of ASIC or APRA in relation to the hearing; or

(e)    the costs mentioned in paragraph (c) and the costs mentioned in paragraph (d).

…

119    The statutory preconditions set out in s 223(1)(d) of the ASIC Act were plainly satisfied in the present case. The Board conducted a hearing pursuant to s 1294 of the Corporations Act and ultimately cancelled Mr Williams’ registration pursuant to s 1292 of the Corporations Act. Accordingly, the jurisdictional foundation for the exercise of the costs power under s 223(1)(d) of the ASIC Act existed. In circumstances where the Cancellation Decision was valid, no basis has been put before this Court upon which the Costs Decision could be found invalid. Therefore, ground of appeal 3 has not been established.

Appeal Issue 3

120    Appeal Issue 3 concerns ground of appeal 4, namely the contention that the primary Judge erred by failing to determine “a material issue” raised by ASIC, being whether there existed discretionary grounds to refuse declaratory and injunctive relief notwithstanding the existence of jurisdictional error.

121    Mr Williams did not clearly address ground of appeal 4 in Mr Williams’ Submissions. On that basis, ASIC’s Submissions suggested that ground of appeal 4 had been “abandoned”:

4.    Ground 4 abandoned and not a proper ground: A fourth ground of appeal asserts that the primary judge erred by failing to determine whether there were discretionary grounds to refuse relief. That is not pressed in the appellant’s written submissions. It is not a proper ground of appeal and should not be entertained by the Court. As the High Court has explained, the need for a primary judge to determine all issues “… is no more than a rule of convenience. It is not something which should invariably be done without consideration of the appropriateness of that course of action in the circumstances of the case”.2 In this case, determination of how to exercise the discretion required consideration of complex legal and factual issues. It was appropriate for the primary judge not to resolve those issues given her Honour had determined that no jurisdictional error was established in the Board’s decisions.

2     Prince Alfred College Inc v ADC (2016) 258 CLR 134; [2016] HCA 37 at [113] (French CJ, Kiefel, Bell, Keane and Nettle JJ).

122    Mr Williams has not contended that ground of appeal 4 provided an independent basis for disturbing the orders made by the primary Judge. Rather, Mr Williams clarified in reply that:

23.    … the Appellant has not abandoned Ground 4, rather, it is the subject of the consent identified at RS[35(b)]. That is, all parties agree that if this Court finds jurisdictional error, then the matter ought to be remitted for further consideration.

123    That position was also reflected in the oral submissions before this Court (transcript NSD1181/2025 2 March 2026 p 6 lines 4-6, p 42 lines 42-46; p 43 lines 1-10).

124    In our view, the premise upon which ground of appeal 4 proceeds is that jurisdictional error has been established in relation to the Cancellation Decision and/or the Costs Decision. However, for the reasons already given, we have concluded that no jurisdictional error has been demonstrated. In those circumstances, it is unnecessary to determine whether the primary Judge ought to have decided the discretionary issues identified by ASIC.

125    At [7] of the primary Judge’s Decision, her Honour found that it was unnecessary to determine those issues once her Honour concluded that no jurisdictional error had been established:

7.    Finally, I note that ASIC contended that the grant of declaratory relief should be refused in any event given, among other things, the extent of the delay by Mr Williams in bringing this application (five years after the relevant decisions were made on 5 December 2018) and the alleged lack of an adequate explanation for the delay which raised, among other things, complex jurisdictional issues. However, it is ultimately unnecessary to determine these issues given my conclusions on the substance of the application.

126    We respectfully agree. Further, we do not consider that the primary Judge was required, as a matter of law, to determine a question that became unnecessary having regard to her Honour’s conclusions on the substantive grounds. As raised in ASIC’s Submissions (at [4]), in Prince Alfred College Inc v ADC [2016] HCA 37; (2016) 258 CLR 134 at [113], the High Court observed that the appropriateness of determining additional issues depends upon the circumstances of the particular case. In circumstances where the primary Judge had rejected all allegations of jurisdictional error, it was open to her Honour to decline to determine the discretionary issues raised by ASIC.

127    It follows that ground of appeal 4 has not been established. Appeal Issue 3 must therefore also be determined against Mr Williams.

Conclusion

128    For the reasons set out above, none of the grounds of appeal has been established.

129    In relation to Appeal Issue 1, we are satisfied that the Board did not misconstrue s 1292(1)(d)(i) of the Corporations Act or the relevant Auditing Standards. The primary Judge was correct to conclude that, as Engagement Partner, Mr Williams bore responsibility for the overall quality and sufficiency of the Audit and that the Board did not err in proceeding on that basis.

130    In relation to Appeal Issue 2, we are satisfied that the Board took into account the submissions and evidence relied upon by Mr Williams concerning the role of Ms Blank and other members of the Audit team. Further, no jurisdictional error arose from the Board’s treatment of the Engagement Partner Response or from the primary Judge’s consideration of that issue.

131    It follows that the Board validly exercised its jurisdiction in making the Cancellation Decision and the Costs Decision. Ground of appeal 3 therefore also fails.

132    Finally, for the reasons given in relation to Appeal Issue 3, the issue raised by ground of appeal 4 does not arise. The primary Judge did not err in declining to determine ASIC’s discretionary arguments.

133    The appeal must therefore be dismissed. Costs should follow the event.

Associate:

Dated:    9 October 2026