If the members of a company wish to remove an auditor from office, they must in accordance with sections 312 and 511 of the Companies Act 2006, give special notice of the resolution to do so to the company concerned. On receipt of the special notice, the company must, amongst other things, convene a general meeting. This Notice of General Meeting to Remove an Auditor is the form that such a notice to convene a meeting may take.
The notice sets out the resolutions to be passed. The first resolution concerns the auditor’s removal from office. The second resolution concerns the appointment of his/her replacement in office. Note that special notice of the proposed appointment must also have been given in order to be validly considered at the general meeting. If the auditor is not being replaced, then the second resolution can be deleted.
Included is also a form of proxy which can be used by shareholders who are unable to attend the meeting to nominate a proxy to vote on their behalf. If the Form of Proxy does not specify the name of a person to vote at the general meeting, then the Chairman shall vote on behalf of that shareholder.
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