| Copyright (c) Queen's Printer, Victoria, British Columbia, Canada |
Licence Disclaimer |
| This archived statute consolidation is current to November 8, 1991 and includes changes enacted and in force by that date. |
Division 1 — Appointment of Auditor
202. (1) Subject to section 203, every company shall have an auditor.
(2) The directors of a company may appoint the first auditor of the company to hold office until the close of the first annual general meeting.
(3) The company shall, at each annual general meeting, appoint an auditor to hold office until the close of the next annual general meeting, and, if, at that meeting, an appointment is not made, the auditor in office shall continue as auditor until a successor is appointed.
(4) The directors may fill any casual vacancy in the office of auditor.
(5) Where for any reason no auditor is appointed, the court may, on the application of a member, debentureholder or creditor of the company, appoint an auditor to hold office until the close of the next annual general meeting and fix the remuneration to be paid by the company for his services.
(6) The company shall promptly give notice in writing to an auditor of his appointment.
Historical Note(s): 1973-18-201.
203. (1) Subject to section 202 (5), if all the members of a company that is not a reporting company consent in writing to a resolution waiving the appointment of an auditor, the company is not required to appoint an auditor, and the provisions of this Part except this section do not apply to it.
(2) Every resolution referred to in subsection (1) shall be effective for one financial year only.
(3) Subsection (1) does not apply to a company that is a subsidiary unless
(a) the members of its holding company have waived the appointment of an auditor for the holding company; or
(b) the waiver of the appointment of an auditor is approved in writing by the superintendent.
Historical Note(s): 1973-18-202; 1976-12-41; 1977-34-18.
204. The auditor of a reporting company shall be
(a) a person who is a member, or a partnership whose partners are members, in good standing of the Canadian Institute of Chartered Accountants, or the Certified General Accountants' Association of British Columbia; or
(b) a person who is certified by the board established under section 205.
Historical Note(s): 1974-19-9.
205. (1) For the purposes of this section and section 206, "board" means the Auditor Certification Board established under this section.
(2) There is established an Auditor Certification Board comprised of
(a) one person who is a member of The Canadian Institute of Chartered Accountants;
(b) one person who is a member of the Certified General Accountants' Association of British Columbia;
(c) one person who is a member of the Society of Management Accountants of British Columbia; and
(d) not more than 2 other persons,
all of whom shall be appointed by the Lieutenant Governor in Council on terms and conditions he specifies.
(3) Unless fixed at a higher number by the board, 2 members of the board constitute a quorum.
(4) The board may elect one of its members as chairman, establish its own procedures and make rules it considers advisable to carry out its function.
(5) The board may, with the prior approval of the Lieutenant Governor in Council and pursuant to the Public Service Act, employ persons it considers necessary to carry out its function.
(6) Members of the board shall serve without remuneration, but the Lieutenant Governor in Council may fix a daily allowance to be payable to each member, and each member shall be reimbursed for reasonable travelling and out of pocket expenses, as certified by the chairman of the board, that are necessarily incurred by each member in discharging his duties.
Historical Note(s): 1974-19-9; 1983-10-21, effective October 26, 1983 (B.C. Reg. 393/83).
206. (1) The function of the board is to receive applications from persons who apply to be certified as auditors for the purposes of section 204 and to certify those persons where, in the board's opinion, they have the qualifications necessary to be auditors for the purposes of this Act.
(2) The board may take into consideration the area of the Province in which an applicant carries on or intends to carry on business and may certify an applicant subject to terms and conditions it considers advisable.
(3) No member of the board is liable for loss or damage suffered by any person by reason of anything in good faith done or not done in the exercise or purported exercise of a power or performance of a duty under sections 204 to 206.
Historical Note(s): 1974-19-9.
207. (1) No person shall be the auditor of a company if he is not independent of the company, its affiliates and its directors and officers.
(2) For the purposes of this section, independence is a question of fact, but
(a) a person is not independent who is a director, officer or employee of the company or of an affiliate of the company, or who is a partner, employer or employee of that director, officer or employee, or who is a member of the immediate family of, that director or officer;
(b) a person is not independent if he, a member of his immediate family, his partner, or a member of the immediate family of his partner, beneficially owns or controls, directly or indirectly, any interest in a share or a debt obligation of the company or of any of its affiliates; and
(c) a person is not independent who is appointed a trustee of the estate of the company under the Bankruptcy Act (Canada) or a partner, employer of, employee of, or member of the immediate family of, that trustee.
(3) For the purposes of subsection (2),
(a) the immediate family of the person referred to includes
(i) his spouse, parent and child; and
(ii) any relative of his, or his spouse, who resides with him; and
(b) a partner of the person referred to means any person with whom he carries on in partnership the profession of public accounting.
(4) Where a person who is on October 1, 1973, the auditor of a company and is disqualified under subsection (1), or if he is the auditor of a reporting company and is not qualified under section 204, he may continue to act as auditor until the next annual general meeting of the company is held or is waived under section 164, but he shall disclose in his report required by this Part the circumstances which, but for this subsection, would have disqualified him to act as auditor.
(5) Every auditor shall, within 90 days after he becomes aware that his appointment as auditor contravenes this section, either
(a) eliminate the circumstances that cause him to be in contravention; or
(b) resign as auditor.
(6) Where an auditor contravenes this section, any interested party may apply to the court, whether or not the period referred to in subsection (5) has expired, for an order that the auditor be removed on terms and conditions the court considers appropriate.
Historical Note(s): 1973-18-204; 1974-19-10.
208. The remuneration of the auditor of a company shall be fixed by ordinary resolution or, if the company so resolves, by the directors; but the remuneration of an auditor appointed before the first annual general meeting or to fill any casual vacancy may be fixed by the directors.
Historical Note(s): 1973-18-205.
209. (1) Every company may, by ordinary resolution passed at a general meeting duly called for the purpose, remove an auditor before the expiration of his term of office, and shall by ordinary resolution at that meeting appoint another auditor in his stead for the remainder of his term.
(2) Every company shall, before calling a general meeting for the purpose specified in subsection (1), but not less than 14 days before the mailing of the notice of the meeting, give to the auditor
(a) written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be mailed; and
(b) a copy of all material proposed to be sent to members in connection with the meeting.
(3) Every auditor has the right to make to the company, not less than 3 days before the mailing of the notice of the meeting, representations in writing respecting his proposed removal as auditor, and the company, at its expense, shall forward with the notice of the meeting a copy of those representations to each member entitled to receive notice of the meeting.
Historical Note(s): 1973-18-206.
210. (1) The management of a reporting company shall not, unless notice is contained in its information circular required by section 178, propose at any annual general meeting the appointment of an auditor other than the appointment of the incumbent auditor.
(2) Where the information circular contains the notice referred to in subsection (1),
(a) the company shall, not less than 14 days before the mailing of the notice of the meeting, give to the incumbent auditor written notice of the intention of management not to recommend his reappointment at the annual general meeting, specifying in it the date on which the notice of the meeting is proposed to be mailed; and
(b) the incumbent auditor has the right to make to the company, not less than 3 days before the mailing of the information circular, representations in writing respecting the proposal not to reappoint him as auditor, and the company, at its expense, shall forward with the notice of the meeting a copy of those representations to every member entitled to receive notice of the meeting.
Historical Note(s): 1973-18-207.
211. (1) The directors of a reporting company shall, from among their number, elect at their first meeting following each annual general meeting a committee, to be known as the audit committee, composed of not fewer than 3 directors, of whom a majority shall not be officers or employees of the company or an affiliate of the company, to hold office until the next annual general meeting.
(2) At every meeting of the audit committee, a quorum consists of a majority of members of the committee who are not officers or employees of the company or of an affiliate of the company.
(3) The members of the audit committee shall elect a chairman from among their number and, subject to subsection (2), may determine their own procedures.
(4) Before a financial statement that is to be submitted to an annual general meeting is considered by the directors it shall be submitted to the audit committee for review with the auditor, and, thereafter, the report of the audit committee on it shall be submitted to the directors.
(5) The auditor shall be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and shall appear before the audit committee when requested to do so by the committee.
(6) On the request of the auditor, the chairman of the audit committee shall convene a meeting of the audit committee to consider any matters the auditor believes should be brought to the attention of the directors or members.
Historical Note(s): 1973-18-208; 1976-12-42.
Division 3 — Duties and Rights of Auditors
212. (1) The auditor shall make an examination as will enable him to report to the members as required under subsection (2).
(2) The auditor shall make a report to the members on the financial statement, other than the part that relates to the period referred to in section 169 (1) (b) (ii), that is to be placed before the company at any annual general meeting during his term of office, and shall state in his report whether, in his opinion,
(a) the financial statement presents fairly the financial position of the company and the results of its operations for the period under review; and
(b) the financial statement is in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.
(3) Where the financial statement contains a statement of changes in net assets or a statement of source and application of funds, the auditor shall state in his report whether, in his opinion, the statement of changes in net assets or the statement of source and application of funds presents fairly that information.
Historical Note(s): 1973-18-209.
213. Where the report of the auditor under section 212 does not contain the unqualified opinion required by it, the auditor shall state in his report the reasons therefor.
Historical Note(s): 1973-18-210.
214. Whether or not the assets and liabilities and income and expense of any one or more subsidiaries of a holding company are included in the financial statement of the holding company, the report of the auditor of the holding company required by this Part may refer to the reports of the auditors of one or more of the subsidiaries; but the reference shall not derogate from the duty of the auditor of the holding company to comply with section 212 (1).
Historical Note(s): 1973-18-211.
215. Where financial statements are presented in accordance with section 200 (1), the auditor shall qualify his report if, in his opinion, due provision has not been made for minority interests.
Historical Note(s): 1976-12-43.
216. Where financial statements are presented in accordance with section 200 (2), the auditor shall state in his report whether, in his opinion, the information given pursuant to section 200 (2) (a) is satisfactory.
Historical Note(s): 1973-18-213.
217. Every member of a company may, whether or not he is entitled to vote at a meeting of the company, by notice in writing to the company given not less than 5 days before a meeting at which the financial statements of the company are to be considered or the auditor is to be appointed or removed, require the attendance of the auditor at the meeting at the expense of the company and, in that event, the auditor shall attend the meeting.
Historical Note(s): 1973-18-214.
218. (1) At any general meeting the auditor, if present, shall answer inquiries directed to him concerning the financial statements of the company and the opinion on them stated in his report.
(2) At the request of any member attending the annual general meeting, the report of the auditor shall be read to the meeting.
Historical Note(s): 1973-18-215; 1980-50-20, effective May 17, 1980.
219. (1) Where facts come to the attention of the officers or directors,
(a) which could reasonably have been determined prior to the date of the last annual general meeting; and
(b) which, if known prior to the date of the last annual general meeting, would have required a material adjustment to the financial statement presented to the meeting,
the officers or directors shall communicate the facts to the auditor who reported to the members under this Part, and the directors shall promptly amend the financial statement and send it to the auditor.
(2) Where facts described in subsection (1) (a) and (b) come to the attention of the auditor, he shall, if in his opinion it is necessary, amend his report in respect of the financial statement presented to the last annual general meeting so that it complies with this Part, and the directors shall mail to the members a copy of the amended report and a statement explaining the effect of the amendment on the financial position and results of the operations of the company.
Historical Note(s): 1973-18-216.
220. The auditor of a company shall have access at all times to every record, document, instrument, account and voucher of the company and its subsidiaries, and is entitled to require from the directors, officers and employees of the company and its subsidiaries information and explanations necessary, in his opinion, to enable him to report as required by this Part.
Historical Note(s): 1973-18-217.
221. Where a subsidiary referred to in section 220 is a corporation to which this Act does not apply, the holding company shall make available to its auditor the records, documents, instruments, accounts and vouchers of that subsidiary and shall require the directors, officers and employees of that subsidiary to make available to the auditor of the holding company the information and explanations required by section 220.
Historical Note(s): 1973-18-218.
222. The auditor of a company is entitled to attend any general meeting of the company and to receive every notice and other communication relating to the meeting that a member is entitled to receive, and is entitled to be heard at any general meeting that he attends on any part of the business of the meeting that concerns him as auditor, or that concerns the financial statements of the company.
Historical Note(s): 1973-18-219.
223. An oral or written statement or report made under this Act by the auditor or former auditor of a company has qualified privilege.
Historical Note(s): 1973-18-220.
Contents | Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 7 | Part 8 | Part 9 | Part 10 | Part 11
Copyright (c) Queen's Printer, Victoria, British Columbia, Canada