The Appointment of Auditor Board Resolution is a crucial corporate governance document required under Australian law when a company needs to appoint or replace its external auditor. This document is mandatory for companies requiring an audit under the Corporations Act 2001 and must be executed before the auditor can commence their duties. The resolution formally records the board's decision to appoint a specific auditor, confirms the auditor's independence and qualifications, and includes their consent to act in the role. It's particularly important for public companies, listed entities, and large proprietary companies that are required to have their financial statements audited. The document must comply with ASIC requirements and may need to be supported by subsequent shareholder approval at the next annual general meeting.
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1. Company Details: Full legal name of the company, ACN/ABN, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Present: List of directors present at the meeting and any other attendees
4. Chair: Identification of the meeting's chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
6. Resolution: Formal resolution text appointing the auditor, including the auditor's details and term of appointment
7. Auditor Confirmation: Statement confirming the proposed auditor's consent to act and independence declaration
8. Execution: Signature block for the chairperson or authorized director to sign and date the resolution
1. Resignation of Previous Auditor: Required when replacing an existing auditor, including acknowledgment of the previous auditor's resignation
2. ASIC Notification: Include when specific ASIC forms need to be lodged regarding the appointment
3. Remuneration: Include when the board is also approving the auditor's remuneration as part of the resolution
4. Special Requirements: For listed companies, include additional requirements under ASX Listing Rules
5. Shareholder Approval: Include when the appointment requires subsequent shareholder approval at the next AGM
1. Auditor Consent: Written consent from the appointed auditor to act in the role
2. Independence Declaration: Declaration from the auditor confirming their independence as required by the Corporations Act
3. Auditor Qualifications: Documentation of the auditor's professional qualifications and registrations
4. Previous Auditor Correspondence: If applicable, copy of resignation letter or correspondence from the previous auditor
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