Singapore legislation
Section 82
Section 82
Appointment of auditor
(1)
The trustee‑manager of a registered business trust must, within 3 months after registration of the registered business trust by the Authority under section 4, appoint a person or persons nominated by the audit committee of the registered business trust to be the auditor or auditors of the registered business trust, and any auditor or auditors so appointed must, subject to this section, hold office until the conclusion of the first annual general meeting of the unitholders of the registered business trust.
(2)
The unitholders of a registered business trust must, at each annual general meeting of the unitholders of the registered business trust, by a resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, appoint a person or persons nominated by the audit committee of the registered business trust to be the auditor or auditors of the registered business trust, and any auditor or auditors so appointed must, subject to this section, hold office until the conclusion of the next annual general meeting of the unitholders of the registered business trust.
(3)
Subject to subsections (7) and (8), the trustee‑manager of a registered business trust may appoint a public accountant nominated by the audit committee of the registered business trust to fill any vacancy in the office of auditor of the registered business trust, but while such a vacancy continues, the surviving or continuing auditor or auditors (if any) may act as such auditor or auditors.
(4)
An auditor of a registered business trust may be removed from office by a resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of which special notice has been given, but not otherwise.
(5)
Where special notice of a resolution to remove an auditor is received by the trustee‑manager on behalf of a registered business trust —
the trustee‑manager must immediately send a copy of the notice to the auditor concerned and to the Authority; and
the auditor may, within 7 days after the receipt by the auditor of the copy of the notice, make representations in writing to the trustee‑manager and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the trustee‑manager to every unitholder of the registered business trust to whom notice of the meeting is sent.
(6)
Unless the Authority, on the application of the trustee‑manager of a registered business trust, orders otherwise, the trustee‑manager must send a copy of the representations mentioned in subsection (5)(b) as so requested and the auditor may, without affecting the auditor’s right to be heard orally, require that the representations be read out at the meeting.
(7)
Where an auditor of a registered business trust is removed from office under subsection (4) at a general meeting of the unitholders of the registered business trust —
the unitholders of the registered business trust may, at the meeting and by a resolution passed by unitholders holding in aggregate at least three-fourths of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, immediately appoint another person nominated by the audit committee of the registered business trust as auditor; or
the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the unitholders of the registered business trust may, by resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, appoint another person nominated by the audit committee of the registered business trust as auditor.
(8)
Any trustee‑manager of a registered business trust must, immediately after the auditor’s removal from office under subsection (4), give notice in writing of the removal to the Authority and, if the unitholders of the registered business trust do not appoint another auditor under subsection (7), the Authority must appoint an auditor.
(9)
An auditor appointed under subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the unitholders of the registered business trust.
(10)
If the trustee‑manager of a registered business trust does not appoint an auditor or auditors as required by this section, the Authority may, on the application in writing of any unitholder of the registered business trust, make the appointment.
(11)
The trustee‑manager of a registered business trust must, at least 14 days before the annual general meeting of the unitholders of the registered business trust or the adjourned meeting under subsection (7)(b), give notice of the nomination made by the audit committee of the registered business trust to —
the person so nominated;
each auditor (if any) of the registered business trust; and
each person entitled to receive notice of general meetings of the unitholders of the registered business trust.
(12)
An auditor of a registered business trust may resign —
if the auditor is not the sole auditor of the registered business trust; or
at a general meeting of the unitholders of the registered business trust,but not otherwise.
(13)
If an auditor of a registered business trust gives written notice to the trustee‑manager of the registered business trust that the auditor desires to resign, the trustee‑manager must, as soon as is practicable, call a general meeting of the unitholders of the registered business trust for the purpose of appointing an auditor in place of the auditor who desires to resign and on the appointment of another auditor, the resignation of the firstmentioned auditor takes effect.
(14)
The fees and expenses of an auditor of a registered business trust —
in the case of an auditor appointed by the unitholders of the registered business trust at a general meeting, are to be fixed by the unitholders in general meeting or, if so authorised by the unitholders of the registered business trust at the last preceding annual general meeting, by the trustee‑manager of the registered business trust; and
in the case of an auditor appointed by the trustee‑manager of the registered business trust or by the Authority, may be fixed by the trustee‑manager of the registered business trust or by the Authority (as the case may be) and, if not so fixed, are to be fixed as provided in paragraph (a) as if the auditor had been appointed by the unitholders of the registered business trust.
(15)
Any person who contravenes subsection (1), (5), (6), (8), (11), (12) or (13) shall be guilty of an offence.