Item 4.01. Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On March 15, 2022, the Audit Committee of the Board of Directors of Enstar Group Limited (the "Company") determined not to reappoint KPMG Audit Limited ("KPMG"), which has served as the Company's auditor since 2012, as the Company's independent registered public accounting firm for the year ending December 31, 2022.
KPMG’s audit reports on the Company’s consolidated financial statements as of, and for the years ended, December 31, 2021 and 2020, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2021 and 2020 and the subsequent interim period through the date of the Audit Committee's decision not to reappoint KPMG, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure that, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter thereof in connection with its report on the Company's consolidated financial statements for either year, and there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG a copy of the disclosures it is making in this Current Report on Form 8-K prior to filing it with the Securities and Exchange Commission (the “SEC”) and requested that KPMG furnish a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of KPMG’s letter dated March 21, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of New Independent Registered Public Accounting Firm
On March 15, 2022, the Audit Committee approved the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The Audit Committee’s appointment of PwC is subject to the approval of the Company’s shareholders at the Company’s 2022 Annual General Meeting.
During the years ended December 31, 2021 and 2020 and the subsequent interim period through the date of the Audit Committee’s determination to appoint PwC, neither the Company nor anyone on its behalf has consulted with PwC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).