Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

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      328A Auditor’s consent to appointment

      (1) A company, the directors of a company or the responsible entity of a registered scheme must not appoint an individual, firm or company as auditor of the company unless that individual, firm or company:

      (a) has consented, before the appointment, to act as auditor; and

      (b) has not withdrawn that consent before the appointment is made.

      For the purposes of this section, a consent, or the withdrawal of a consent, must be given by written notice to the company, the directors or the responsible entity of the scheme.

      (2) A notice under subsection (1) given by a firm must be signed by a member of the firm who is a registered company auditor both:

      (a) in the firm name; and

      (b) in his or her own name.

      (3) A notice under subsection (1) given by a company must be signed by a director or senior manager of the company both:

      (a) in the company’s name; and

      (b) in his or her own name.

      (4) If a company, the directors of a company or the responsible entity of a registered scheme appoints an individual, firm or company as auditor of a company in contravention of subsection (1):

      (a) the purported appointment does not have any effect; and

      (b) the company or responsible entity, and any officer of the company or responsible entity who is in default, are each guilty of an offence.

      Note: An officer of a company, or of a responsible entity, is in default if the officer is involved in the contravention of subsection (1) by the company, the company’s directors or the entity (see section 83). Section 79 defines involved.

      328B Nomination of auditor

      (1) Subject to this section, a company may appoint an individual, firm or company as auditor of the company at its AGM only if a member of the company gives the company written notice of the nomination of the individual, firm or company for appointment as auditor:

      (a) before the meeting was convened; or

      (b) not less than 21 days before the meeting.

      This subsection does not apply if an auditor is removed from office at the AGM.

      (2) If a company purports to appoint an individual, firm or company as auditor of the company in contravention of subsection (1):

      (a) the purported appointment is of no effect; and

      (b) the company and any officer of the company who is in default are each guilty of an offence.

      Note: An officer of a company is in default if the officer is involved in the company’s contravention of subsection (1) (see section 83). Section 79 defines involved.

      (3) If a member gives a company notice of the nomination of an individual, firm or company for appointment as auditor of the company, the company must send a copy of the notice to:

      (a) each individual, firm or company nominated; and

      (b) each auditor of the company; and

      (c) each person entitled to receive notice of general meetings of the company.

      This is so whether the appointment is to be made at a meeting or an adjourned meeting referred to in section 327D or at an AGM.

      (4) The copy of the notice of nomination must be sent:

      (a) not less than 7 days before the meeting; or

      (b) at the time notice of the meeting is given.

      Subdivision B — Removal and resignation of company auditors

      329 Removal and resignation of auditors

      (1) An auditor of a company may be removed from office by resolution of the company at a general meeting of which notice under subsection (1A) has been given, but not otherwise.

      (1A) Notice of intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

      Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(4)).

      (2) Where notice under subsection (1A) of a resolution to remove an auditor is received by a company, it must as soon as possible send a copy of the notice to the auditor and lodge a copy of the notice.

      (3) Within 7 days after receiving a copy of the notice, the auditor may make representations in writing, not exceeding a reasonable length, to the company and request that, before the meeting at which the resolution is to be considered, a copy of the representations be sent by the company at its expense to every member of the company to whom notice of the meeting is sent.

      (4) Unless ASIC on the application of the company otherwise orders, the company must send a copy of the representations in accordance with the auditor’s request, and the auditor may, without prejudice to his or her right to be heard orally or, where a firm is the auditor, to have a member of the firm heard orally on its behalf, require that the representations be read out at the meeting.

      (5) An auditor of a company may, by notice in writing given to the company, resign as auditor of the company if:

      (a) the auditor has, by notice in writing given to ASIC, applied for consent to the resignation and stated the reasons for the application and, at or about the same time as the notice was given to ASIC, notified the company in writing of the application to ASIC; and

      (b) the consent of ASIC has been given.

      (6) ASIC must, as soon as practicable after receiving a notice from an auditor under subsection (5), notify the auditor and the company whether it consents to the resignation of the auditor.

      (7) A statement made by an auditor in an application to ASIC under subsection (5) or in answer to an inquiry by ASIC relating to the reasons for the application:

      (a) is not admissible in evidence in any civil or criminal proceedings against the auditor; and

      (b) may not be made the ground of a prosecution, action or suit against the auditor;

      and a certificate by ASIC that the statement was made in the application or in the answer to the inquiry by ASIC is conclusive evidence that the statement was so made.

      (8) Subject to subsection (9), the resignation of an auditor takes effect:

      (a) on the day (if any) specified for the purpose in the notice of resignation; or

      (b) on the day on which ASIC gives its consent to the resignation; СКАЧАТЬ