Subdiv 2Appointment of auditors

Subdivision 2—Appointment of auditors 298—Appointment of auditor of small co‑operative (cf Corporations Act section 325) (1) The directors of a small co‑operative may appoint an auditor for the co‑operative if an auditor has not been appointed by the co‑operative in general meeting. (2) An auditor appointed under subsection (1) holds office, subject to this Part, until the co‑operative's next annual general meeting. 299—Initial appointment of auditor of large co‑operative (cf Corporations Act section 327A) (1) The directors of a large co‑operative must appoint an auditor of the co‑operative within one month after the day on which it is registered as a co‑operative unless the co‑operative at a general meeting has appointed an auditor. (2) Subject to this Part, an auditor appointed under subsection (1) holds office until the co‑operative's first annual general meeting. (3) A director of a co‑operative must take all reasonable steps to comply with, or to secure compliance with, subsection (1). 300—Annual appointment at annual general meeting of auditor of large co‑operative to fill vacancy (1) Large co‑operative required to appoint auditor (cf Corporations Act section 327B(1)) A large co‑operative must— (a) appoint an auditor of the co‑operative at its first annual general meeting; and (b) appoint an auditor of the co‑operative to fill any vacancy in the office of auditor at each subsequent annual general meeting. (2) Tenure of auditor (cf Corporations Act section 327B(2)) An auditor appointed under subsection (1) holds office until the auditor— (a) dies; or (b) is removed, or resigns, from office in accordance with section 310; or (c) ceases to be capable of acting as auditor because of Division 2 of Part 2M.4 of the Corporations Act as applying under this Part; or (d) ceases to be auditor under subsection (3), (4) or (5). (3) Termination of appointment of individual auditor (cf Corporations Act section 327B(2A)) An individual auditor ceases to be auditor of a large co‑operative under this subsection if— (a) on a particular day (the start day), the individual auditor— (i) informs the Registrar of a conflict of interest situation in relation to the co‑operative under section 324CA(1A) of the Corporations Act as applying under this Part; or (ii) informs the Registrar of particular circumstances in relation to the co‑operative under section 324CE(1A) of the Corporations Act as applying under this Part; and (b) the individual auditor does not give the Registrar a notice, before the notification day (see subsection (6)), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period) of 21 days, or such longer period as the Registrar approves in writing, from the start day. (4) Termination of appointment of audit firm (cf Corporations Act section 327B(2B)) An audit firm ceases to be auditor of a large co‑operative under this subsection if— (a) on a particular day (the start day), the Registrar is— (i) informed of a conflict of interest situation in relation to the co‑operative under section 324CB(1A) of the Corporations Act as applying under this Part; or (ii) informed of particular circumstances in relation to the co‑operative under section 324CF(1A) of the Corporations Act as applying under this Part; and (b) the Registrar has not been given a notice on behalf of the audit firm, before the notification day (see subsection (6)), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period) of 21 days, or such longer period as the Registrar approves in writing, from the start day. (5) Termination of appointment of audit company (cf Corporations Act section 327B(2C)) An audit company ceases to be auditor of a large co‑operative under this subsection if— (a) on a particular day (the start day), the Registrar is— (i) informed of a conflict of interest situation in relation to the co‑operative under section 324CB(1A) or 324CC(1A) of the Corporations Act as applying under this Part; or (ii) informed of particular circumstances in relation to the co‑operative under section 324CF(1A) or 324CG(1A) or (5A) of the Corporations Act as applying under this Part; and (b) the Registrar has not been given a notice on behalf of the audit company, before the notification day (see subsection (6)), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period) of 21 days, or such longer period as the Registrar approves in writing, from the start day. (6) Meaning of notification day (cf Corporations Act section 327B(2D)) The notification day is— (a) the last day of the remedial period; or (b) such later day as the Registrar approves in writing (whether before or after the remedial period ends). (7) Compliance with requirement to appoint auditor (cf Corporations Act section 327B(3)) A director of a large co‑operative must take all reasonable steps to comply with, or to secure compliance with, subsection (1). (8) Member of audit firm ceases to be auditor when firm ceases to be auditor (cf Corporations Act section 327B(4)) If an audit firm ceases to be the auditor of a large co‑operative under subsection (2) at a particular time, each member of the firm who— (a) is taken to have been appointed as an auditor of the co‑operative under section 324AB(1) or 324AC(4) of the Corporations Act as applying under this Part; and (b) is an auditor of the co‑operative immediately before that time, ceases to be an auditor of the co‑operative at that time. 301—Appointment by directors or annual general meeting of auditor of large co‑operative to fill casual vacancy (cf Corporations Act section 327C) (a) a vacancy occurs in the office of auditor of a large co‑operative; and (b) the vacancy is not caused by the removal of an auditor from office; and (c) there is no surviving or continuing auditor of the co‑operative, the directors must, within one month after the vacancy occurs, appoint an auditor to fill the vacancy unless the co‑operative at a general meeting has appointed an auditor to fill the vacancy. (2) An auditor appointed under subsection (1) holds office, subject to this Part, until the co‑operative's next annual general meeting. (3) A director of a large co‑operative must take all reasonable steps to comply with, or to secure compliance with, subsection (1). Maximum penalty (for subsection (3)): $2 500 or imprisonment for 6 months, or both. 302—Appointment to replace auditor removed from office (cf Corporations Act section 327D) (1) This section deals with the situation in which an auditor of a co‑operative is removed from office at a general meeting in accordance with section 310. (2) The co‑operative may at that general meeting (without adjournment), by special resolution immediately appoint an individual, firm or company as auditor of the co‑operative if a copy of the notice of nomination has been sent to the individual, firm or company under section 308(3). (3) If a special resolution under subsection (2)— (a) is not passed; or (b) could not be passed merely because a copy of the notice of nomination has not been sent to an individual, firm or company under section 308(3), the general meeting may be adjourned and the co‑operative may, at the adjourned meeting, by ordinary resolution appoint an individual, firm or company as auditor of the co‑operative if— (c) a member of the co‑operative gives the co‑operative notice of the nomination of the individual, firm or company for appointment as auditor; and (d) the co‑operative receives the notice at least 14 clear days before the day to which the meeting is adjourned. (4) The day to which the general meeting is adjourned must be— (a) not earlier than 20 days after the day of the meeting; and (b) not later than 30 days after the day of the meeting. (5) Subject to this Part, an auditor appointed under subsection (2) or (3) holds office until the co‑operative's next annual general meeting. 303—Registrar to be notified of appointment of auditor A co‑operative must notify the Registrar in an approved form of the appointment, by the co‑operative or directors of the co‑operative, of an auditor of the co‑operative within 28 days after the date of the appointment. 304—Registrar may appoint auditor if auditor removed but not replaced (cf Corporations Act section 327E) (1) This section deals with the situation in which a large co‑operative fails to appoint an auditor under section 302(2) or (3) (the auditor replacement failure). (2) The co‑operative must give the Registrar written notice of the auditor replacement failure within the period of 7 days commencing on the day of the auditor replacement failure (the notification period). (3) If the co‑operative gives the Registrar the notice required by subsection (2), the Registrar must appoint an auditor of the co‑operative as soon as practicable after receiving the notice. This subsection has effect subject to section 306. (4) If the co‑operative does not give the Registrar the notice required by subsection (2), the Registrar may appoint an auditor of the co‑operative at any time— (a) after the end of the notification period; and (b) before the Registrar receives notice of the auditor replacement failure from the co‑operative. This subsection has effect subject to section 306. (5) If the co‑operative— (a) does not give the Registrar the notice required by subsection (2); and (b) gives the Registrar notice of the auditor replacement failure after the end of the notification period, the Registrar must appoint an auditor of the co‑operative as soon as practicable after receiving the notice. This subsection has effect subject to section 306. (6) Subject to this Part, an auditor appointed under this section holds office until the co‑operative's next annual general meeting. 305—Registrar's general power to appoint auditor of large co‑operative (cf Corporations Act section 327F) (1) The Registrar may appoint an auditor of a large co‑operative if— (a) the co‑operative does not appoint an auditor when required by this Law to do so; and (b) a member of the co‑operative applies to the Registrar in writing for the appointment of an auditor under this section. This subsection has effect subject to section 306. (2) An individual, firm or company appointed as auditor of a co‑operative under subsection (1) holds office, subject to this Part, until the next annual general meeting of the co‑operative. 306—Restrictions on Registrar's powers to appoint auditor of large co‑operative (cf Corporations Act section 327G) (1) The Registrar may appoint an individual, firm or company as auditor of a co‑operative under section 304 or 305 only if the individual, firm or company consents to being appointed. (2) The Registrar must not appoint an auditor of a co‑operative under section 304 or 305 if— (a) there is another auditor of the co‑operative (the continuing auditor); and (b) the Registrar is satisfied that the continuing auditor is able to carry out the responsibilities of auditor alone; and (c) the continuing auditor agrees to continue as auditor. (3) The Registrar must not appoint an auditor of a co‑operative under section 304 or 305 if— (a) the co‑operative does not give the Registrar the notice required by section 304(2) before the end of the notification period; and (b) the Registrar has already appointed an auditor of the co‑operative under section 304 after the end of the notification period. 307—Remaining auditors may act during vacancy (cf Corporations Act section 327I) While a vacancy in the office of auditor of a co‑operative continues, the surviving or continuing auditor or auditors (if any) may act as auditors of the co‑operative. 308—Nomination of auditor (cf Corporations Act section 328B) (1) Subject to this section, a co‑operative may appoint an individual, firm or company as auditor of the co‑operative at its annual general meeting only if a member of the co‑operative gives the co‑operative written notice of the nomination of the individual, firm or company for appointment as auditor— (a) before the meeting was convened; or (b) not less than 21 days before the meeting. This subsection does not apply if an auditor is removed from office at the annual general meeting. (2) If a co‑operative purports to appoint an individual, firm or company as auditor of the co‑operative in contravention of subsection (1)— (a) the purported appointment is of no effect; and (b) the co‑operative is guilty of an offence. (3) If a member gives a co‑operative notice of the nomination of an individual, firm or company for appointment as auditor of the co‑operative, the co‑operative must send a copy of the notice to— (a) each individual, firm or company nominated; and (b) each auditor of the co‑operative; and (c) each person entitled to receive notice of general meetings of the co‑operative, and this is so whether the appointment is to be made at a meeting or an adjourned meeting referred to in section 302 or at an annual general meeting. (4) The copy of the notice of nomination must be sent— (a) not less than 7 days before the meeting; or (b) at the time notice of the meeting is given. 309—Auditor's consent to appointment (cf Corporations Act section 328A) (1) A co‑operative or the directors of a co‑operative must not appoint an individual, firm or company as auditor of the co‑operative unless that individual, firm or company— (a) has consented, before the appointment, to act as auditor; and (b) has not withdrawn that consent before the appointment is made, and for the purposes of this section, a consent, or the withdrawal of a consent, must be given by written notice to the co‑operative or the directors. (2) A notice under subsection (1) given by a firm must be signed by a member of the firm who is a registered company auditor both— (a) in the firm name; and (b) in his or her own name. (3) A notice under subsection (1) given by a company must be signed by a director or senior manager of the company both— (a) in the company's name; and (b) in his or her own name. (4) If a co‑operative or the directors of a co‑operative appoint an individual, firm or company as auditor of a co‑operative in contravention of subsection (1)— (a) the purported appointment does not have any effect; and (b) the co‑operative is guilty of an offence. Maximum penalty (for subsection (4)): $2 500.