Companies Act 2014 section 397

Right of statutory auditors to make representations where their removal or non-re-appointment proposed

Section 397 sets out the rights of statutory auditors to submit written representations to the company and its members when a resolution is proposed to remove them or not to reappoint them.

• Auditors facing removal or non-reappointment may submit written representations of reasonable length to the company and request that these be circulated to members.
• The company must inform members that representations have been made and send copies to every member receiving notice of the meeting, unless the representations arrive too late.
• If the representations are not circulated — whether due to late receipt or company default — the auditors may require them to be read out at the meeting, in addition to their right to speak.
• The court may override these rights if satisfied they are being abused to publicise defamatory material, and may order the auditors to pay the company's costs of such an application.