Companies Clauses Consolidation (Scotland) Act 1845

Auditors

And with respect to the Appointment and Duties of Auditors, be it enacted as follows:

CIVElection of Auditors.

Except where by the special Act Auditors shall be directed to be appointed otherwise than by the Company, the Company shall at the First Ordinary Meeting after the passing of the special Act elect the prescribed Number of Auditors, and if no Number is prescribed Two Auditors, in like Manner as is provided for the Election of Directors; and at the First Ordinary Meeting of the Company in each Year thereafter the Company shall in like Manner elect an Auditor to supply the Place of the Auditor then retiring from Office, according to the Provision herein-after contained ; and every Auditor elected as herein-before provided, being neither removed nor disqualified, nor having resigned, shall continue to be an Auditor until another be elected in his Stead.

CVQualification of Auditors.

Where no other Qualification shall be prescribed by the special Act, every Auditor shall have at least One Share in the Undertaking, and he shall not hold any Office in the Company, nor be in any other Manner interested in its Concerns, except as a Shareholder.

CVIRotation of Auditors.

One of such Auditors (to be determined in the first instance by Ballot between themselves, unless they shall otherwise agree, and afterwards by Seniority,) shall go out of Office at the First Ordinary Meeting in each Year; but the Auditor so going out shall be immediately re-eligible, and after any such Re-election shall, with respect to the going out of Office by Rotation, be deemed a new Auditor.

CVIIVacancies in Office of Auditor.

If any Vacancy take place among the Auditors in the course of the current Year, then at any General Meeting of the Company the Vacancy may, if the Company think fit, be supplied by Election of the Shareholders.

CVIIIFailure of Meeting to elect Auditor.

The Provision of this Act respecting the Failure of an Ordinary Meeting at which Directors ought to be chosen shall apply, mutatis mutandis, to any Ordinary Meeting at which an Auditor ought to be appointed.

CIXDelivery of Balance Sheet, &c., by Directors to Auditors.

The Directors shall deliver to such Auditors the half-yearly or other periodical Accounts and Balance Sheet Fourteen Days at the least before the ensuing Ordinary Meeting at which the same are required to be produced to the Shareholders, as herein-after provided.

CXDuty of Auditors.

It shall be the Duty of such Auditors to receive from the Directors the half-yearly or other periodical Accounts and Balance Sheet required to be presented to the Shareholders, and to examine the same.

CXIPowers of Auditors.

It shall be lawful for the Auditors to employ such Accountants and other Persons as they may think proper, at the Expence of the Company, and they shall either make a special Report on the said Accounts, or simply confirm the same; and such Report or Confirmation shall be read, together with the Report of the Directors, at the Ordinary Meeting.