S.L. 234.42 Art. 92Rights of resigning auditor.

(1) The provisions of this regulation shall apply where an auditor’s notice of resignation is accompanied by a statement of circumstances which he considers should be brought to the attention of members or creditors of the company.

(2) The resigning auditor may deposit with the notice a signed requisition calling on the directors of the company forthwith duly to convene an extraordinary general meeting of the company for the purpose of receiving and considering such explanation of the circumstances connected with his resignation as he may wish to place before the meeting.

(3) The resigning auditor may request the company to circulate to its members -

(a) before the meeting convened on his requisition; or before any general meeting at which his term of office (b) would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation;

a statement in writing of the circumstances connected with his resignation as referred to in subregulation (1).

(4) The company shall, unless the statement is received too late for it to comply -

(a) in any notice of the meeting given to members of the company, state the fact of the statement having been made; and

(b) send a copy of the statement to every member of the company to whom notice of the meting is or has been sent.

(5) If the directors do not within twenty-one days from the date of the deposit of a requisition under this regulation proceed duly to convene a meeting for a day not more than twenty-eight days after the date on which the notice convening the meeting is given, every director who failed to take all reasonable steps to secure that a meeting was convened as mentioned in subregulation (2) shall be liable to a penalty.

(6) If a copy of the statement is not sent out as required because it was received too late or because of the company’s default, the auditor may, without prejudice to his right to be heard orally, require that the statement be read out at the meeting.

(7) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by regulation 87 in relation to any such general meeting of the company as is mentioned in subregulation (3)(a) or (b), and, in such a case, the references in that regulation to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.