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Companies Act 1989

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This is the original version (as it was originally enacted).

120Rights of auditors

(1)The following sections are inserted in Chapter V of Part XI of the [1985 c. 6.] Companies Act 1985 (auditors)—

Rights of auditors
389ARights to information

(1)The auditors of a company have a right of access at all times to the company’s books, accounts and vouchers, and are entitled to require from the company’s officers such information and explanations as they think necessary for the performance of their duties as auditors.

(2)An officer of a company commits an offence if he knowingly or recklessly makes to the company’s auditors a statement (whether written or oral) which—

(a)conveys or purports to convey any information or explanations which the auditors require, or are entitled to require, as auditors of the company, and

(b)is misleading, false or deceptive in a material particular.

A person guilty of an offence under this subsection is liable to imprisonment or a fine, or both.

(3)A subsidiary undertaking which is a body corporate incorporated in Great Britain, and the auditors of such an undertaking, shall give to the auditors of any parent company of the undertaking such information and explanations as they may reasonably require for the purposes of their duties as auditors of that company.

If a subsidiary undertaking fails to comply with this subsection, the undertaking and every officer of it who is in default is guilty of an offence and liable to a fine; and if an auditor fails without reasonable excuse to comply with this subsection he is guilty of an offence and liable to a fine.

(4)A parent company having a subsidiary undertaking which is not a body corporate incorporated in Great Britain shall, if required by its auditors to do so, take all such steps as are reasonably open to it to obtain from the subsidiary undertaking such information and explanations as they may reasonably require for the purposes of their duties as auditors of that company.

If a parent company fails to comply with this subsection, the company and every officer of it who is in default is guilty of an offence and liable to a fine.

(5)Section 734 (criminal proceedings against unincorporated bodies) applies to an offence under subsection (3).

390Right to attend company meetings, &c

(1)A company’s auditors are entitled—

(a)to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive;

(b)to attend any general meeting of the company; and

(c)to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

(2)In relation to a written resolution proposed to be agreed to by a private company in accordance with section 381A, the company’s auditors are entitled—

(a)to receive all such communications relating to the resolution as, by virtue of any provision of Schedule 15A, are required to be supplied to a member of the company,

(b)to give notice in accordance with section 381B of their opinion that the resolution concerns them as auditors and should be considered by the company in general meeting or, as the case may be, by a meeting of the relevant class of members of the company,

(c)to attend any such meeting, and

(d)to be heard at any such meeting which they attend on any part of the business of the meeting which concerns them as auditors.

(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..

(2)In section 734 of the [1985 c. 6.] Companies Act 1985 (criminal proceedings against unincorporated bodies), in subsection (1) (offences in relation to which the provisions apply), after “under” insert “section 389A(3) or”.

(3)In Schedule 24 to the [1985 c. 6.] Companies Act 1985 (punishment of offences) at the appropriate place insert—

389A(2)Officer of company making false, misleading or deceptive statement to auditors.
1.

On indictment.

2.

Summary.

2 years or a fine; or both.

6 months or the statutory maximum; or both.

389A(3)Subsidiary undertaking or its auditor failing to give information to auditors of parent company.Summary.One-fifth of the statutory maximum.
389A(4)Parent company failing to obtain from subsidiary undertaking information for purposes of audit.Summary.One-fifth of the statutory maximum.

(4)In Schedule 4 to the [1982 c. 25.] Iron and Steel Act 1982 (constitution and proceedings of publicly-owned companies that are private companies), in paragraph 3(6) (entitlement of auditors to attend and be heard at general meetings, &c.) for “387(1)” substitute “390(1)”.

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