Section 202: Replacement of auditor

202. Replacement of auditor (1) A company shall not remove or appoint a new auditor in the place of an auditor who is qualified for reappointment, unless— (a) at least 28 days’ written notice of a proposal to do so has been given to the auditor; and (b) the auditor has been given a reasonable opportunity to make representations to the shareholders on the appointment of another person either, at the option of the auditor, in writing or by the auditor or his representative speaking at the annual meeting of shareholders at which it is proposed not to reappoint the auditor or at a special meeting of shareholders called for the purpose of removing and replacing the auditor. (2) An auditor shall be entitled to be paid by the company reasonable fees and expenses for making the representations to the shareholders. (3) Where, on the application of the company or any other person who claims to be aggrieved by the auditor’s representations being sent out or being read out at the meeting of shareholders, the Court is satisfied that the rights conferred by subsection (1) are being abused to secure needless publicity of defamatory matter, the Court may— (a) order that the auditor’s representations shall not be sent out or shall not be read at the meeting of shareholders; (b) order the costs of the application to the Court to be paid in whole or in part by the auditor.