F10Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}
[F1397A.—(1) An auditor of a company—
(a)has a right of access at all times to the company's books, accounts and vouchers (in whatever form they are held), and
(b)may require any of the persons mentioned in paragraph (2) to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.
(2) Those persons are—
(a)any officer or employee of the company;
(b)any person holding or accountable for any of the company's books, accounts or vouchers;
(c)any subsidiary undertaking of the company which is a body corporate incorporated in Northern Ireland;
(d)any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking;
(e)any person who fell within any of sub-paragraphs (a) to (d) at a time to which the information or explanations required by the auditor relates or relate.
(3) Where a parent company has a subsidiary undertaking which is not a body corporate incorporated in Northern Ireland, the auditor of the parent company may require it to obtain from any of the persons mentioned in paragraph (4) such information or explanations as he may reasonably require for the purposes of his duties as auditor.
(4) Those persons are—
(a)the undertaking;
(b)any officer, employee or auditor of the undertaking;
(c)any person holding or accountable for any of the undertaking's books, accounts or vouchers;
(d)any person who fell within sub-paragraph (b) or (c) at a time to which the information or explanations relates or relate.
(5) If so required, the parent company must take all such steps as are reasonably open to it to obtain the information or explanations from the person within paragraph (4) from whom the auditor has required the company to obtain the information or explanations.
(6) A statement made by a person in response to a requirement under paragraph (1)(b) or (3) may not be used in evidence against him in any criminal proceedings except proceedings for an offence under Article 397B.
(7) Nothing in this Article or Article 397B compels any person to disclose information in respect of which in an action in the High Court a claim to legal professional privilege could be maintained.]
F1Arts. 397A, 397B substituted (6.4.2007) for art. 397A by Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17)), arts. 1(2), 10; S.R. 2007/95, art. 2
397B.—(1) If a person knowingly or recklessly makes to an auditor of a company a statement (oral or written) that—
(a)conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under Article 397A(1)(b), and
(b)is misleading, false or deceptive in a material particular,
the person is guilty of an offence and liable to imprisonment or a fine, or both.
(2) A person who fails to comply with a requirement under Article 397A(1)(b) without delay is guilty of an offence and is liable to a fine.
(3) However, it is a defence for a person charged with an offence under paragraph (2) to prove that it was not reasonably practicable for him to provide the required information or explanations.
(4) If a company fails to comply with Article 397A(5), the company and every officer of it who is in default is guilty of an offence and liable to a fine.
(5) Nothing in this Article affects any right of an auditor to apply for an injunction to enforce any of his rights under Article 397A.
398.—(1) A company's auditors are entitled—
(a )F2to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive;
(b )F3to attend any general meeting of the company; and
(c )F4to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.
[F5(1A) F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2 )F7 In relation to a written resolution proposed to be agreed to by a private company F8. . . , the company's auditors are entitled—
(a)to receive all such communications relating to the resolution as, by virtue of any provision of [F9Chapter 2 of Part 13 of the Companies Act 2006], are required to be supplied to a member of the company,
Sub‐paras. (b)-(d) rep. by 1997 NI 22
(3) The right to attend or be heard at a meeting is exercisable in the case of a body corporate or partnership by an individual authorised by it in writing to act as its representative at the meeting.]
F2mod. by SR 2004/307
F3mod. by SR 2004/307
F4mod. by SR 2004/307
F5SR 2003/3
F6Art. 398(1A) omitted (1.10.2007) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 20(2) (with art. 12)
F7mod. by SR 2004/307
F8Words in art. 398(2) omitted (1.10.2007) by virtue of Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 20(3)(a) (with art. 12)
F9Words in art. 398(2)(a) substituted (1.10.2007) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 20(3)(b) (with art. 12)