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§ 328. Appointment of auditor
- (1)
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The number of auditors shall be specified and auditors shall be appointed by the general meeting, which shall also specify the procedure for remuneration of auditors. The written consent of a person shall be required for appointment of the person as auditor.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- (Repealed - 10.02.99 entered into force 01.07.99 - RT I 1999, 24, 360)
- (3)
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The management board shall submit a list of auditors to the commercial register, which shall set out the names, personal identification codes and residences of the auditors, and the legal basis for their activities as auditors. Upon a change of auditors, the management board shall, within five days, submit a new list of auditors to the commercial register. The consent of auditors specified in subsection (1) of this section shall be appended to a list of auditors submitted to the commercial register.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- On the petition of the management board, supervisory board, a shareholder or other interested person, a court may, with good reason, appoint a new auditor to replace a withdrawn auditor. The authority of a court-appointed auditor shall continue until election of a new auditor by the general meeting. The court shall also specify the procedure for and amount of remuneration for the auditors it appoints.
§ 329. Term of authority of auditor
An auditor may be appointed to conduct a single audit or for a specific term.
§ 330. Special audit
- (1)
- At the general meeting of shareholders, shareholders whose shares represent at least one-tenth of the share capital may demand a resolution on conduct of a special audit on matters regarding the management or financial situation of the public limited company, and the appointment of an auditor for the special audit.
- (2)
- If the general meeting does not decide on conduct of a special audit, shareholders whose shares represent at least one-quarter of the share capital may request that a special audit be conducted and that an auditor for the special audit be appointed by a court. The court shall decide on conduct of a special audit only with good reason.
- (3)
- Auditors may be the auditors for a special audit. If the auditors for a special audit are appointed by the general meeting, the general meeting shall also approve the procedure for their remuneration. The procedure for and amount of remuneration for court-appointed auditors for a special audit shall be specified by the court.
- (4)
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The members of the management board and supervisory board shall enable the auditors for the special audit to examine all documents necessary for conduct of the special audit and shall provide necessary information. The auditors for the special audit shall preserve the business secrets of the public limited company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (5)
- The auditors for the special audit shall prepare a report concerning the results of the special audit, which they shall present to the general meeting of shareholders.
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