Section 279. Procedure to appoint auditor by written resolution

(1) This section applies where a resolution is proposed as a written resolution of a private company the effect of which would be to appoint a person as an auditor in place of an outgoing auditor.

(2) The company shall send a copy of the proposed resolution to the person proposed to be appointed as an auditor and to the outgoing auditor.

(3) The outgoing auditor may make a statement in writing explaining the circumstances connected with his resignation not exceeding a reasonable length to the company within fourteen days from receiving the proposed resolution referred to in subsection (1) and may request a copy of the statement to be sent to every member of the company.

(4) The company shall send a copy of the statement to every member of the company to whom resolution under this section has been circulated prior to the period for agreeing to written resolution.

(5) The company shall circulate the resolution in accordance with section 301 or 303 and where this subsection and subsection (4) apply—

(a) the period allowed under subsection 303(3) for service of copies of the proposed resolution is twenty-eight days instead of twenty-one days; and

(b) subsections 303(5) and (6) shall apply in relation to a failure to comply with that subsection.

(6) A copy of the statement need not be circulated if, on the application either of the company or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using this section to secure needless publicity or the matter is defamatory or other grounds that the Court thinks reasonable.