Companies Act · s 131

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131.
Appointment and remuneration of auditors
(1) Every company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.
(2) If an appointment of auditors is not made at an annual general meeting, the Court may, on the application of any member of the company, appoint an auditor of the company for the current year.
(3) (a) The Permanent Secretary shall publish annually, by notification published in the Gazette, a list in two parts containing the names of all persons who are authorised by His Majesty the Sultan and Yang
Di-Pertuan in Council* to perform the duties required by this Act to be performed by an auditor, and shall from time to time similarly publish the names of persons added to or removed fiom any part of the last published annual list by order of His Majesty the Sultan and Yang Di-Pertuan in
Council*. The last published annual list as so amended is deemed the current authorised list.
(b)
The Minister shall not order the insertion of the name of any person in any part of any such list unless he deems him in all respects fit and suitable to be authorised.
(c) (i) The Minister may in his absolute discretion by order remove the name of any authorised auditor who has ceased to practise in Brunei Darussalam.

*Transferred to the Minister of Finance with effect from 31 st December 1988 -
[S 31/1Y##]

130

Companies
(ii) The Minister may also on any ground which he may deem sufficient, remove the name of any person he may consider unfit or unsuitable to continue to be authorised. In such case, notice shall be given, if practicable, to the person whose name it is proposed to remove and he may, if so required, be heard by the Minister either in person or by advocate, before such removal is made.
(d)
(i) The first part of the current authorised list shall contain the names of persons authorised to audit accounts, kept in English and the second part shall contain the names of persons authorised to audit accounts kept in a language other than English.
(ii) Where the accounts of a company are kept in
English, no person shall be appointed auditor unless his name appears in the first part of the current authorised list, and where the accounts of a company are kept in a language other than English, no person shall be appointed auditor unless his name appears in the second part of the current authorised list as a person authorised to audit accounts in such language.
(iii) Every company which keeps its accounts partly in
English and partly in a language other than English shall have its accounts audited as to that part which is kept in English by a person whose name appears in the first part of the current authorised list and as to that part which is kept in a language other than
English by a person whose name appears in the second part of the current authorised list as a person authorised to audit accounts in such language.
(e) Nothing herein is deemed to prevent the Minister authorising the inclusion of a name in both parts of the current authorised list; and nothing herein is deemed to require a second

Companies
CAP. 39 131
auditor for the daily summary in the English language referred to in the proviso in section 121(l)(i).
[S 27/20/9]
In this subsection, "person" shall include a firm.
(4) A person, other than a retiring auditor, shall not be capable of being appointed auditor at an annual general meeting unless notice of an intention to nominate that person to the ofice of auditor has been given by a member to the company not less than 14 days before the annual general meeting, and the company shall send a copy of any such notice to the retiring auditor and shall give notice thereof to the members, either by advertisement or in any other mode allowed by articles, not less than 7 days before the annual general meeting:
Provided that if, after notice of the intention to nominate an auditor has been so given, an annual general meeting is called for a date 14 days or less after the notice has been given, the notice, though not given within the time required by this subsection, is deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the company may, instead of being sent or given within the time required by this subsection, be sent or given at the same time as the notice of the annual general meeting.
(5) Subject as hereinafter provided, the first auditors of the company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until that meeting:
Provided that -
(a) the company may, at a general meeting of which notice has been served on the auditors in the same manner as on members of the company, remove any such auditors and appoint in their place any other persons being persons who have been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company not less than 7 days before the date of the meeting; and
(b)
if the directors fail to exercise their powers under this subsection, the company in general meeting may appoint the first auditors, and thereupon the powers of the directors shall cease.

132 CAP. 39
Companies
(6) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.
(7) The remuneration of the auditors of a company shall be fixed by the company in general meeting, except that the remuneration of an auditor appointed before the first annual general meeting or of an auditor appointed to fill a casual vacancy, may be fixed by the directors, and that the remuneration of an auditor appointed by the Court may be fixed by the
Court.
(8) The provisions of this section relating to the appointment of auditors do not apply to any company in relation to which the Government has the power to secure, by means of the holding of shares or the possession of voting power in or in relation to that company or by virtue of any powers conferred by the articles of that company, that the affairs of that company are conducted in accordance with its directions.
(9) The accounts of any company to which subsection (8) refers shall be audited annually by -
(a) the Auditor General; or
(b) any person who has been authorised to perform the duties required by this section to be performed by an auditor, who shall be appointed annually by the company:
Provided that where the accounts of such a company have been audited by a person appointed under paragraph (b), they may be verified by the Auditor
General.

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s 131Appointment and remuneration of auditors

(1)

Every company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.

(2)

If an appointment of auditors is not made at an annual general meeting, the Court may, on the application of any member of the company, appoint an auditor of the company for the current year.

(3)

(a)

The Permanent Secretary shall publish annually, by notification published in the Gazette, a list in two parts containing the names of all persons who are authorised by His Majesty the Sultan and Yang

Di-Pertuan in Council* to perform the duties required by this Act to be performed by an auditor, and shall from time to time similarly publish the names of persons added to or removed fiom any part of the last published annual list by order of His Majesty the Sultan and Yang Di-Pertuan in

Council*. The last published annual list as so amended is deemed the current authorised list.

(b)

The Minister shall not order the insertion of the name of any person in any part of any such list unless he deems him in all respects fit and suitable to be authorised.

(c)

(i)

The Minister may in his absolute discretion by order remove the name of any authorised auditor who has ceased to practise in Brunei Darussalam.

*Transferred to the Minister of Finance with effect from 31 st December 1988 -

[S 31/1Y##]

130

Companies

(ii)

The Minister may also on any ground which he may deem sufficient, remove the name of any person he may consider unfit or unsuitable to continue to be authorised. In such case, notice shall be given, if practicable, to the person whose name it is proposed to remove and he may, if so required, be heard by the Minister either in person or by advocate, before such removal is made.

(d)

(i)

The first part of the current authorised list shall contain the names of persons authorised to audit accounts, kept in English and the second part shall contain the names of persons authorised to audit accounts kept in a language other than English.

(ii)

Where the accounts of a company are kept in

English, no person shall be appointed auditor unless his name appears in the first part of the current authorised list, and where the accounts of a company are kept in a language other than English, no person shall be appointed auditor unless his name appears in the second part of the current authorised list as a person authorised to audit accounts in such language.

(iii)

Every company which keeps its accounts partly in

English and partly in a language other than English shall have its accounts audited as to that part which is kept in English by a person whose name appears in the first part of the current authorised list and as to that part which is kept in a language other than

English by a person whose name appears in the second part of the current authorised list as a person authorised to audit accounts in such language.

(e)

Nothing herein is deemed to prevent the Minister authorising the inclusion of a name in both parts of the current authorised list; and nothing herein is deemed to require a second

Companies

CAP. 39 131

auditor for the daily summary in the English language referred to in the proviso in section 121(l)(i).

[S 27/20/9]

In this subsection, "person" shall include a firm.

(4)

A person, other than a retiring auditor, shall not be capable of being appointed auditor at an annual general meeting unless notice of an intention to nominate that person to the ofice of auditor has been given by a member to the company not less than 14 days before the annual general meeting, and the company shall send a copy of any such notice to the retiring auditor and shall give notice thereof to the members, either by advertisement or in any other mode allowed by articles, not less than 7 days before the annual general meeting:

Provided that if, after notice of the intention to nominate an auditor has been so given, an annual general meeting is called for a date 14 days or less after the notice has been given, the notice, though not given within the time required by this subsection, is deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the company may, instead of being sent or given within the time required by this subsection, be sent or given at the same time as the notice of the annual general meeting.

(5)

Subject as hereinafter provided, the first auditors of the company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until that meeting:

Provided that -

(a)

the company may, at a general meeting of which notice has been served on the auditors in the same manner as on members of the company, remove any such auditors and appoint in their place any other persons being persons who have been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company not less than 7 days before the date of the meeting; and

(b)

if the directors fail to exercise their powers under this subsection, the company in general meeting may appoint the first auditors, and thereupon the powers of the directors shall cease.

132 CAP. 39

Companies

(6)

The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

(7)

The remuneration of the auditors of a company shall be fixed by the company in general meeting, except that the remuneration of an auditor appointed before the first annual general meeting or of an auditor appointed to fill a casual vacancy, may be fixed by the directors, and that the remuneration of an auditor appointed by the Court may be fixed by the

Court.

(8)

The provisions of this section relating to the appointment of auditors do not apply to any company in relation to which the Government has the power to secure, by means of the holding of shares or the possession of voting power in or in relation to that company or by virtue of any powers conferred by the articles of that company, that the affairs of that company are conducted in accordance with its directions.

(9)

The accounts of any company to which subsection (8) refers shall be audited annually by -

(a)

the Auditor General; or

(b)

any person who has been authorised to perform the duties required by this section to be performed by an auditor, who shall be appointed annually by the company:

Provided that where the accounts of such a company have been audited by a person appointed under paragraph (b), they may be verified by the Auditor

General.