In the context of the Companies Act (Cap. 486), outline the procedure for the removal of an auditor

• An auditor can only be removed by shareholders regardless of the party that appointed him.
• If any shareholder wishes to nominate another person in place of the existing auditor, he should give a special notice of 14 days to the company.
• The company would in turn send a notice to the retiring auditor within 14 days of the AGM.
• The retiring auditor would then have to send a written representation to the company. The company would then have to circulate the representation to shareholders provided that it is received in good time before the AGM.
• Nevertheless, if the representation cannot be sent to shareholders, the auditor will have to read them at the AGM.
• However if the representations are defamatory in nature then the company may refuse to send them to shareholders, especially so if the court is satisfied, on application of the company or any aggrieved party that the right representation have been misused or abused by the auditor. The court may order the auditor to pay expenses incurred by the company in this respect.
• The auditor being removed has the right to attend AGM, discuss his removal and also has equal right to speak at the meeting. This is to prevent directors from removing auditor without reason to the shareholders as to the reason behind his removal.
• If it is the first auditor of the company appointed by the directors to hold office until conclusion of the next AGM, such may be removed before expiry of his term of office, provided a notice of 23 days has been given to him.

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