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Resolution for removal of auditor
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133. (1) A resolution at a general meeting of an ICAV—
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(a) removing an auditor before the auditor’s period of office expires, or
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(b) appointing as auditor a person other than the retiring auditor,
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is not effective unless notice of the intention to move it has been given to the ICAV at least 28 days before the date of the meeting at which it is moved.
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(2) On receipt of notice of an intended resolution under subsection (1), the ICAV shall without delay send a copy—
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(a) in a case within subsection (1)(a), to the person proposed to be removed,
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(b) in a case within subsection (1)(b), to the person proposed to be appointed and to the retiring auditor.
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(3) The auditor proposed to be removed, or the retiring auditor, may make with respect to the intended resolution representations in writing to the ICAV (not exceeding a reasonable length) and request their notification to the shareholders of the ICAV.
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(4) The ICAV (except where the representations referred to in subsection (3) are received by the ICAV too late for it to do so) shall—
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(a) in any notice of the resolution given to the shareholders of the ICAV, state that the representations have been made, and
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(b) send a copy of the representations to each of the shareholders whose name appears on the register of shareholders and to whom notice of the meeting is or has been sent.
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(5) Where a copy of any representations referred to in subsection (3) is not sent out as required because they were received too late or because of the ICAV’s default or if, for either of those reasons, any steps required by subsection (4)(a) or (b) are not taken, the auditor may (without prejudice to a right to be heard orally) require that the representations be read out at the meeting.
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(6) Copies of the representations need not be sent out, the steps required by subsection (4)(a) or (b) need not be taken and the representations need not be read out at the meeting where, on the application of the ICAV or any other person claiming to be aggrieved, the High Court is satisfied that the rights conferred by this section are being abused by any person to secure needless publicity for defamatory matter and the High Court may order the costs of the ICAV on such an application to be paid in whole or in part by the auditor, even if the auditor is not a party to the application.
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