Appointment, Removal and Resignation

Question 1

How can the directors appoint an auditor?

Answer 1

1. Before the company’s first period for appointing directors
2. Following a period during which the company did not have an auditor (exempt)
3. To fill a casual vacancy

Question 2

How can the shareholders appoint an auditor?

Answer 2

1. Can appoint an auditor by ordinary resolution

2. If the company or directors failed to do so

Question 3

How can the secretary of state appoint an auditor?

Answer 3

1. Can appoint an auditor if the directors or shareholders failed to do so, when an audit was required

Question 4

Who decides on the audior’s remuneration?

Answer 4

The remuneration of the auditors (including expenses) are fixed by whoever made the appointment

Question 5

What is the process of removing the auditors?

Answer 5

1. Either special notice (28 days) with a copy sent to the auditor

Or

2. If elective resolution, written resolution should terminate the auditors appointment

Question 6

How can the auditors make a representation as part of the removal process?

Answer 6

Audiors can make a representation on why they ought to stay in office. They may send copies of the representation to the members.

Question 7

What happens if a resolution is passed regarding the removal of auditors?

Answer 7

1. The company must notify the regulatory authority
2. Auditors must deposit a statement of circumstances at the company’s registered office within 14 days of ceasing to hold office
3. Statement must be sent to the regulatory authority

Question 8

What are the auditors rights regarding the removal of auditors?

Answer 8

1. Can receive notice and speak at a general meeting at which their term of office would have expired
2. A general meeting where casual vacancy is caused by their removal is to be filled

Question 9

What is the procedure when an auditor resigns?

Answer 9

Auditors deposit a written notice, together with a statement of circumstances.
A statement of circumstances must always be submitted for a quoted company/ public interest entity, even if there are no circumstances that need to be brought the relevant members/ creditors attention.

Question 10

Where is the notice of resignation sent?

Answer 10

The notice of resignation is sent by the company to the regulatory authority

Question 11

Who is the statement of circumstances sent to?

Answer 11

1. Auditors to regulatory authority

2. Company to everyone entitled to receive a copy of the accounts

Question 12

What is the process of convening a general meeting in regards to the resignation of the auditors?

Answer 12

Auditors can require directors to call an extraordinary general meeting to discuss the circumstances of resignation.

Directors must send out notice for meeting within 21 days of having received requisition by auditors.

Question 13

What is the process of issuing the statement prior to the general meeting regarding resignation of auditors?

Answer 13

Auditors may require the company to circulate (different) statement of circumstances to everyone entitled to notice of the meeting.

Question 14

What are the other rights of the auditors in relation to the resignation of auditors?

Answer 14

1. Can receive all notices that relate to a general meeting at which their term of office would have expired.
2. A general meeting where casual vacancy caused by their resignation is to be filled
3. Can speak at these meetings on any matter that concerns them as auditors.