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  • Chapter 4 — Appointment and Removal of Auditors

    • 99. Appointment and removal of auditors

      (1) In this Article, a Relevant Person means an Authorised Person, a Public Listed Company and, in relation to a Domestic Fund, the Fund Manager of that Fund.
      (2) A Relevant Person, subject to Article 99(5), shall:
      (a) at each annual general meeting appoint a person to act as Auditor from the conclusion of that meeting to the conclusion of the next annual general meeting; or
      (b) at the beginning of each financial year appoint a person to act as Auditor until the beginning of the next financial year.
      (3) A person who becomes a Relevant Person after the beginning of a financial year must, subject to Article 99(5), appoint a person who shall act as Auditor until the conclusion of that financial year.
      (4) A Relevant Person shall as soon as practicable fill any vacancy that arises in the appointment of an Auditor.
      (5) The DFSA may, by Rules, exempt a specified class of Relevant Person from the requirements in this Article. If a Relevant Person is exempted from the requirements in this Article, then the other requirements in this chapter and in chapters 5 and 6 of this Part do not apply to, or in relation to, the Relevant Person.
      (6) In the case of a Domestic Fund which is an Investment Trust:
      (a) the Trustee of that Fund shall ensure that at all times the Domestic Fund has an Auditor; and
      (b) the Fund Manager of that Fund shall obtain the prior approval of the Trustee before carrying out any activities under this Article relating to the appointment or removal of an Auditor for that Domestic Fund.
      (7) A Relevant Person shall not appoint an Auditor under this Article unless:
      (a) the Auditor has, prior to the appointment, consented in writing to the Relevant Person acting as Auditor; and
      (b) the Relevant Person, and the Trustee of a Domestic Fund which is an Investment Trust, are not, on reasonable inquiry, aware of any matter which should preclude the Auditor from giving his consent under Article 99A(2).
      (8) A Relevant Person may at any time remove an Auditor notwithstanding anything in any agreement between it and the Auditor.
      (9) The DFSA may direct, or the Court on an application made by the DFSA may order, a Relevant Person to:
      (a) appoint an Auditor, where an Auditor has not been appointed by the Relevant Person; or
      (b) remove an Auditor and appoint a new Auditor, where in the opinion of the DFSA or the Court (as the case may be) the Auditor appointed by the Relevant Person is not suitable to provide Audit Services to the Relevant Person.
      (10) The procedures in Schedule 3 apply to a decision of the DFSA under Article 99(9) to give a direction.
      (11) If the DFSA decides to exercise its power under Article 99(9) to give a direction, the person may refer the matter to the FMT for review.
      (12) The appointment of a firm as an Auditor of an Authorised Person, a Public Listed Company or a Domestic Fund is taken to be an appointment of all persons who are partners of the firm.
      (13) Nothing in this Article is to be taken as depriving an Auditor removed under it of compensation or damages payable to the Auditor in respect of the termination of appointment as Auditor.

    • 99A. Auditor not to act in certain circumstances

      (1) In this Article, a Relevant Person means an Authorised Person, Public Listed Company and, in relation to a Domestic Fund, the Domestic Fund, the Fund Manager, the Trustee and any member of the Governing Body of the Domestic Fund.
      (2) A person must not consent to an appointment, or if appointed continue to act, as the Auditor of an Authorised Person, Public Listed Company or Domestic Fund if:
      (a) the person has, or may on reasonable grounds be perceived to have, a conflict of interest with respect to the Relevant Person;
      (b) the person does not have, or may on reasonable grounds be perceived not to have, a requisite degree of independence from the Relevant Person;
      (c) the person provides prescribed non-audit services to the Relevant Person; or
      (d) the person or any associate of the person or an Audit Principal appointed by the person has provided Audit Services to the Relevant Person within such earlier period or such frequency as may be prescribed in the Rules.
      (3) The DFSA may make Rules for the purposes of Article 99A(2), including prescribing what constitutes a conflict of interest, a requisite degree of independence and a prescribed non-audit service.