Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 132

Supplementary provisions relating to appointment and removal of auditors

(1) Special notice shall be required for a resolution at a general meeting of
a company-

   (a)  appointing as auditor a person other than a retiring auditor; or

   (b)  filling a casual vacancy in the office of auditor; or

   (c)  reappointing as auditor a retiring auditor who was appointed by the
        directors to fill a casual vacancy; or

   (d)  removing an auditor before the expiration of his term of office.

(2) On receipt of notice of such an intended resolution as aforesaid the
company shall forthwith send a copy thereof-

   (a)  to the person proposed to be appointed or removed, as the case may be;

   (b)  in a case within subsection (1)(a), to the retiring auditor; and

   (c)  where, in a case within subsection (1)(b) or (c), the casual vacancy
        was caused by the resignation of an auditor, to the auditor who
        resigned.

(3) Where notice is given of such a resolution as is mentioned in subsection
(1)(a) or (d) and the retiring auditor or, as the case may be, the auditor
proposed to be removed makes with respect to the intended resolution
representations in writing to the company (not exceeding a reasonable length)
and requests their notification to members of the company, the company shall
(unless the representations are received by it too late for it to do so)-

   (a)  in any notice of the resolution given to members of the company state
        the fact of the representations having been made; and

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

(4) If a copy of any such representations as are mentioned in subsection (3)
is not sent out as required by that subsection because 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
representations shall be read out at the meeting.

(5) Copies of the representations need not be sent out and the representations
need not be read out at the meeting if, on the application either of the
company or of any other person who claims to be aggrieved, the court is
satisfied that the rights conferred by this section are being abused to secure
needless publicity for defamatory matter; and the court may order the
company's costs on an application under this subsection to be paid in whole or
in part by the auditor, notwithstanding that he is not a party to the
application.

(6) An auditor of a company who has been removed shall be entitled to attend-

   (a)  the general meeting at which his term of office would otherwise have
        expired; and

   (b)  any general meeting at which it is proposed to fill the vacancy caused
        by his removal, and to receive all notices of, and other
        communications relating to, any such meeting which any member of the
        company is entitled to receive, and to be heard at any such meeting
        which he attends on any part of the business of the meeting which
        concerns him as former auditor of the company.

(7) Where it is proposed to remove, in the manner described in subsection
(1)(d), an auditor which is a corporate practice within the meaning of the
Professional Accountants Ordinance ( Cap 50) (which kind of
practice is in this Part subsequently referred to as a "corporate practice"),
the right to attend and to be heard described in subsection

(6) is exercisable by an individual authorized by such auditor in writing to
be its representative at the general meeting concerned. (Added 84 of 1995 s.
2) (Added 6 of 1984 s. 93) [cf. 1976 c. 69 s. 15 U.K.]