CPA · Business Corporations Act
Part 13 — Financial Disclosure
168 Rights and liabilities of auditor or former auditor
every meeting of shareholders and, at the expense of the
corporation, to attend and be heard at every meeting on matters
relating to the auditor's duties as auditor.
(2) If a director or shareholder of a corporation, whether or not the
shareholder is entitled to vote at the meeting, gives written notice to
the auditor or a former auditor of the corporation not less than 10
days before a meeting of shareholders, the auditor or former auditor
shall attend the meeting at the expense of the corporation and
answer questions relating to the auditor's duties as auditor or the
former auditor's former duties as auditor, as the case may be.
(3) A director or shareholder who sends a notice referred to in
subsection (2) shall send concurrently a copy of the notice to the
corporation.
(4) An auditor or former auditor of a corporation who without
reasonable cause contravenes subsection (2) is guilty of an offence
and liable to a fine of not more than $5000 or to imprisonment for a
term of not more than 6 months or to both.
(5) An auditor who
(a) resigns,
(b) receives a notice or other wise learns of a meeting of
directors or shareholders called for the purpose of removing
the auditor from office,
(c) receives a notice or other wise learns of a meeting of
directors or shareholders at which another person is to be
appointed to fill the office of auditor, whether because of
resignation or removal of the incumbent auditor or because
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the incumbent auditor's term of office has expired or is
about to expire, or
(d) receives a notice or other wise learns of a meeting of
shareholders at which a resolution referred to in section 163
is to be proposed,
is entitled to submit to the corporation a written statement giving
the reasons for the auditor's resignation or the reasons why the
auditor opposes any proposed action or resolution.
(5.1) In the case of a proposed replacement of an auditor, whether
through removal or at the end of the auditor's term, the following
rules apply with respect to statements:
(a) the corporation shall make a statement on the reasons for the
proposed replacement;
(b) the proposed replacement au ditor may make a statement to
comment on the reasons referred to in clause (a).
(6) The corporation shall forthwith
(a) send to every shareholder e ntitled to receive notice of any
meeting referred to in subsection (1), and
(b) file with the Executive Dir ector, if the corporation is a
reporting issuer,
a copy of the statements referred to in subsections (5) and (5.1),
unless the statements are included in or attached to a management
proxy circular required by section 150.
(7) No person shall accept an appointment as an auditor to replace
an outgoing auditor without requesting and receiving information
from the outgoing auditor about why the outgoing auditor is to be
replaced.
(8) Notwithstanding subsection (7), a person otherwise qualified
may accept appointment or consent to be appointed
(a) as a temporary or interim auditor while awaiting the
information referred to in subsection (7), and
(b) as an auditor of the corpora tion if, within 15 days after
making the request referred to in subsection (7), the person
does not receive a reply.
RSA 2000 cB-9 s168;2005 c8 s40;2021 c18 s42
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