|
Article C: Ending of Auditor’s Term of Office
|
|
|
162. (a) The general meeting may terminate the
auditor’s term of office.
(b) Where a public
company has on its agenda the termination of service or non-renewal of
appointment of an auditor, the view of the audit committee shall be made known
to the general meeting, after the auditor has been given reasonable opportunity
to make his position known to the meeting.
|
Ending term of office
|
|
163. (a) Where the board of directors is aware of
the existence of relations of dependence under section 160(b), it shall notify
the auditor without delay that he is to take action to end such dependence
immediately; where the dependence is not brought to an end, the board of
directors shall convene a special general meeting within a reasonable time, on
the agenda of which shall be the termination of service of the auditor.
(b) A general meeting
convened in accordance with the provisions of subsection (a) shall decide on the
termination of service of the auditor; however, the general meeting may, after
hearing the position of the auditor, decide not to accept the proposal of the
board of directors to terminate his service, if it finds that the auditor is not
dependent upon the company.
|
Termination of service due to dependence
|
|
164. (a) The board of directors shall give the
auditor a reasonable opportunity to make his position known to the general
meeting that has the termination of service or non-renewal of his appointment on
its agenda, and this shall include an invitation to the auditor to take part in
the meeting.
(b) Where the auditor
resigns in circumstances in which the shareholders of the company have an
interest, he shall notify the board of directors of the company thereof.
(c) Without derogating
from the provisions of any law, the board of directors shall notify the
shareholders of the reasons of the auditor for his resignation, in such detail
as the board of directors shall see fit, and it may also notify them of its
position in this regard. |
Position of auditor
|
|
Article D: Fees Payable to Auditor
|
|
|
165. (a) Fees due to the auditor for acts of audit shall be determined
by the general meeting, or by the board of directors if authorized
therefor by the general meeting, and in accordance with the conditions
of such authorization or, where there is a provision for such in the
articles of association, in accordance with such provision.
(b) Where a fee is
determined for an act of audit by the board of directors, the board of directors
shall inform the annual meeting of such fee.
|
Fees of auditor |
|
166. (a) A company shall not make the payment of
fees of the auditor dependent on conditions that restrict the manner of
performing acts of audit, or that connect the results of the audit to such
payment.
(b) Neither a company,
nor any person acting on its behalf, shall indemnify the auditor, directly or
indirectly, for an obligation imposed upon him for a breach of his professional
liability or for the non-performance of any other duty imposed upon him by law.
|
Prohibition against stipulation of salary or grant
of indemnity
|
|
167. (a) The fees of an auditor for additional
services to the company that are not acts of audit shall be determined by the
board of directors; however, it may be provided in the articles of association
that fees for such services be determined by the general meeting.
(b) The board of
directors shall inform the annual meeting as to fees of the auditor for
additional services. |
Fee for additional services
|
|
Article E: Powers, Duties and Responsibilities of
Auditor
|
|
|
168. (a) The auditor may at any time inspect those documents of the
company required by him for the purpose of fulfilling his function and
receive explanations with regard to them.
(b) The auditor may
participate in any general meeting at which financial reports are submitted in
respect of which an act of audit is performed, and at any meeting of the board
of directors dealing with the approval of financial reports or at any meeting of
the board of directors convened in accordance with section 169; the board of
directors shall notify the auditor of the place and time at which the general
meeting or meeting of the board of directors is to be convened.
|
Powers of auditor |
|
169. (a) Where
the auditor is aware, as a result of an act of audit, of substantial
defects in inspection of the company’s accounting, it shall report
thereon to the chairman of the board of directors.
(b) Where the auditor
reports on defects referred to in subsection (a), the chairman of the board of
directors shall, without delay, convene a meeting of the board of directors to
discuss the matters brought to his attention.
|
Duty to report |
|
170. (a) The auditor shall be liable to the company
and its shareholders for the contents of his opinion regarding the financial
reports.
(b) The provisions of
subsection (a) shall not preclude the existence the auditor’s liability under
any law.
|
Responsibility for opinion
|
