Companies Act 2014 section 396

Extended notice requirement in cases of certain appointments, removals, etc., of auditors

Section 396 sets out the circumstances in which extended notice is required for resolutions concerning the appointment, removal or replacement of statutory auditors, and explains what the extended notice process involves.

• Extended notice (at least 28 days) must be given to the company before proposing a resolution to appoint new auditors in place of the incumbents, to expressly block the reappointment of incumbent auditors, to remove auditors from office, or to fill a casual vacancy in the auditor's position.
• Once the company receives notice of such a resolution, it must immediately send a copy to the incumbent auditors or the former auditor whose departure caused the casual vacancy.
• The company must notify its members of the resolution at the same time and in the same way as the meeting notice itself, or, if that is not practicable, by advertisement in a local daily newspaper or other permitted means at least 21 days before the meeting.
• If a meeting is called for a date that is 28 days or fewer after the notice of intent was given to the company, the notice is still treated as having been properly given, even though the full 28-day period has not elapsed.