Clause 41

An auditor of a registered business trust that is not listed (other than a subsidiary registered business trust) may resign before the end of the term of office for which the auditor was appointed by giving the trustee‑manager of the registered business trust a notice of resignation in writing.(2) Where a notice of resignation is given under subsection (1), the auditor’s term of office expires —

at the end of the day on which notice is given to the trustee‑manager of the registered business trust; or

if the notice specifies a time on a later day for the purpose, at that time.(3) Within 14 days beginning on the date on which the trustee‑manager of a registered business trust receives a notice of resignation under subsection (1), the trustee‑manager must lodge with the Authority a notification of that fact in such form as the Authority may require.Resignation of relevant auditor82B.—

A relevant auditor may, by giving the relevant person concerned a notice of resignation in writing, resign before the end of the term of office for which the relevant auditor was appointed, if —

the relevant auditor has applied for consent from the Authority to the resignation and provided a written statement of the relevant auditor’s reasons for resigning and, at or about the same time as the application, notified the relevant person concerned in writing of the application to the Authority and provided that relevant person with the written statement of the relevant auditor’s reasons for resigning; and

the consent of the Authority has been given.(2) The Authority must, as soon as practicable after receiving the application from a relevant auditor under subsection (1)(a), notify the relevant auditor and the relevant person concerned whether the Authority consents to the resignation of the relevant auditor.(3) A statement made by a relevant auditor in an application to the Authority under subsection (1)(a) or in answer to an inquiry by the Authority relating to the reasons for the application —

is not admissible in evidence in any civil or criminal proceedings against the relevant auditor; and

subject to subsection (4), may not be made the ground of a prosecution, an action or a suit against the relevant auditor,and a certificate by the Authority that the statement was made in the application or in the answer to the inquiry by the Authority is conclusive evidence that the statement was so made.(4) Despite subsection (3), the statement mentioned in that subsection may be used in any disciplinary proceedings commenced under the Accountants Act 2004 against the relevant auditor.(5) The resignation of a relevant auditor takes effect —

on the day (if any) specified for the purpose in the notice of resignation;

on the day on which the Authority notifies the relevant auditor and the relevant person concerned of the Authority’s consent to the resignation; or

on the day (if any) fixed by the Authority for the purpose,whichever last occurs.Written statement to be disseminated unless application to court made82C.—

Where a relevant auditor gives the relevant person concerned a notice of resignation under section 82B, that relevant person must within 14 days after receiving the notice of resignation and the written statement of the relevant auditor’s reasons for resigning (called in this section and sections 82D and 82E the written statement) send a copy of the written statement to every interested person concerned.(2) Copies of the written statement need not be sent out if an application is made to the court within 14 days, beginning on the date on which the relevant person concerned received the written statement, by either that relevant person or any other person who claims to be aggrieved by the written statement, for a determination that the relevant auditor has abused the use of the written statement or is using the provisions of this section to secure needless publicity for defamatory matter.(3) In the case where an application is made under subsection (2) by —

the relevant person — the relevant person must give notice of the application to the relevant auditor concerned; or

any other person — that person must give notice of the application to the relevant person concerned and the relevant auditor concerned.(4) If default is made in complying with subsection (1), the relevant person concerned shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.Court may order written statement not to be sent out 82D.—

This section applies if an application has been made under section 82C(2) in relation to a written statement given by a relevant auditor.(2) If the court is satisfied that the relevant auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the court —

must direct that copies of the written statement are not to be sent under section 82C(1); and

may order the relevant auditor, though not a party to the application, to pay the applicant’s costs on the application in whole or in part.(3) If the court gives directions under subsection (2)(a), the relevant person concerned must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to —

every interested person concerned; and

unless already named as a party to the proceedings, the relevant auditor who gave the written statement.(4) If the court decides not to grant the application, the relevant person concerned must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons —

give notice of the decision to the relevant auditor who has given the written statement; and

send a copy of the written statement to every interested person concerned, and to that relevant auditor.(5) If default is made in complying with subsection (3) or (4), the relevant person concerned shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.Privilege against defamation82E. A person is not liable to any action for defamation at the suit of any person —

in the absence of malice, in respect of the publication of the written statement to an interested person, pursuant to section 82C(1); or

in respect of the publication of the written statement to an interested person, pursuant to section 82D(4)(b).Appointment of new auditor in place of resigning auditor82F.—

Subject to subsection (3), if —

an auditor of a registered business trust that is not listed (other than a subsidiary registered business trust) gives notice of resignation under section 82A(1); or

a relevant auditor gives notice of resignation under section 82B(1), and the Authority approves the resignation of the relevant auditor under section 82B(2),the relevant person concerned —

must call a general meeting of the unitholders of the registered business trust, the subsidiary company or unitholders of the subsidiary registered business trust (as the case may be) as soon as practicable, and in any case not more than 3 months after the date of the auditor’s resignation, for the purpose of appointing an auditor in place of the auditor who desires to resign or has resigned; and

upon appointment of the new auditor, must lodge with the Authority a notification of such appointment within 14 days after the appointment.(2) If the relevant person concerned fails to appoint an auditor in place of the auditor who desires to resign or has resigned, the Authority may, on the application in writing of any interested person concerned, make the appointment.(3) Subsections (1) and (2) do not apply where the resigning auditor is not the sole auditor of the registered business trust, subsidiary company or subsidiary registered business trust, as the case may be.(4) An auditor appointed pursuant to subsection (1) or (2) must, unless the auditor is removed or resigns, hold office until the conclusion of the next annual general meeting of the unitholders of the registered business trust, the subsidiary company or unitholders of the subsidiary registered business trust, as the case may be.(5) If default is made in complying with subsection (1), the following persons shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000:

in the case of an auditor of a registered business trust that is not listed (other than a subsidiary registered business trust) — the trustee‑manager of the registered business trust;

in the case of an auditor of a listed registered business trust — the trustee‑manager of the listed registered business trust;

in the case of an auditor of a subsidiary company — the subsidiary company and every director of the subsidiary company;

in the case of an auditor of a subsidiary registered business trust — the trustee‑manager of the subsidiary registered business trust.”.