External auditors must be present at the annual meeting to answer questions about how audits were conducted and what is contained in their reports

Status: Live

The organization will ensure external auditors are present at the annual meeting to answer questions about how audits were conducted and what is contained in their reports. [UCF ID 04587]

Supporting and supported controls

This control directly supports:

External auditors [UCF Control ID 00683]

There are no supporting controls.

Authority documents complied with:

EU 8th Directive (European SOX), Art 37; OECD Principles of Corporate Governance, 2004, § II; Financial Reporting Council, Combined Code on Corporate Governance, June 2008, § A.7.1, § D.2.3, § D.2.4; German Corporate Governance Code ("The Code"), June 6, 2008, ¶ 2.2.1, ¶ 2.2.3, ¶ 2.3.1, ¶ 5.4.6; The Dutch corporate governance code, Principles of good corporate governance and best practice provisions, 9 December 2003, ¶ I.2, ¶ IV.2.4, ¶ IV.3.5, ¶ IV.3.8; CODE OF CORPORATE GOVERNANCE 2005, ¶ 15.3; The King Committee on Corporate Governance, Executive Summary of the King Report 2002, March 2002, ¶ 2.1.14, ¶ 2.1.16, ¶ 7.3; Swedish Code of Corporate Governance; A Proposal by the Code Group, Stockholm 2004, ¶ III.1.1.1, ¶ III.1.1.6, ¶ III.2.2.1, ¶ III.4.3.5

EU Guidance

The auditor or audit firm must be appointed by the shareholders at the annual meeting. [Art 37, EU 8th Directive (European SOX)]

The shareholders should have the opportunity to participate in the annual meeting by asking questions to the Board, putting items onto the agenda, and proposing resolutions. Shareholders should be notified of the date, location, and agenda of the annual meeting in a timely fashion. [§ II, OECD Principles of Corporate Governance, 2004]

UK and Canadian Guidance

Shareholders should elect directors at the first annual meeting after appointment and at least every 3 years thereafter. Shareholders should receive biographical information and other relevant information about each nominated director prior to the annual meeting to be able to make an informed decision. The chairpersons of the audit, nomination, and remuneration committees should attend the annual meeting to answer questions from the shareholders, and directors should also attend the annual meeting. The Notice of the Annual Meeting should be sent out at least 20 working days prior to the annual meeting. [§ A.7.1, § D.2.3, § D.2.4, Financial Reporting Council, Combined Code on Corporate Governance, June 2008]

Other European and African Guidance

The auditors' and the shareholders' representatives on the Supervisory Board must be elected at the annual meeting. Shareholders must be encouraged to participate in the annual meeting, to submit questions and proposals, and to discuss matters on the meeting's agenda. A resolution must be approved at the annual meeting for the compensation of the Supervisory Board members. [¶ 2.2.1, ¶ 2.2.3, ¶ 2.3.1, ¶ 5.4.6, German Corporate Governance Code ("The Code"), June 6, 2008]

Any substantial changes to the corporate governance structure and the organization's Code compliance must be submitted to the shareholders for discussion at the annual meeting. The trust office management may state, if it desires, how it proposes to vote at the annual meeting. All shareholder requested information must be provided by the Management Board and/or the Supervisory Board. The annual meeting report must be made available to the shareholders within 3 months of the meeting. [¶ I.2, ¶ IV.2.4, ¶ IV.3.5, ¶ IV.3.8, The Dutch corporate governance code, Principles of good corporate governance and best practice provisions, 9 December 2003]

The Board of Directors should ensure that all business proposals and an explanation of the proposals effects are included in the annual meeting notice. Brief CVs for individuals up for election or reelection should be included in the annual meeting notice. The organization should ensure that any special business that will be discussed at the annual meeting is included in the notice for the annual meeting. The discussion should include an explanation of how the special business will affect the organization. [¶ 2.1.14, ¶ 2.1.16, ¶ 7.3, The King Committee on Corporate Governance, Executive Summary of the King Report 2002, March 2002]

The organization must announce the time and location of the annual meeting at least 6 months prior to its occurrence and post it on the web site when it is announced. The notice to attend the meeting must be issued no later than 4 weeks before the meeting and no sooner than 6 weeks before the meeting. Shareholders must be given several different options for registering to attend the annual meeting, including e-mail registration. The meeting notice must include the names of the individuals nominated for the chair and the Board and proposals for remuneration. The Board must explain and answer questions about the proposed remuneration and employment terms for senior management at the annual meeting. [¶ III.1.1.1, ¶ III.1.1.6, ¶ III.2.2.1, ¶ III.4.3.5, Swedish Code of Corporate Governance; A Proposal by the Code Group, Stockholm 2004]

Asia and Pacific Rim Guidance

The audit committee, nomination committee, and remuneration committee chairpersons should be in attendance at the annual meeting to answer general questions from shareholders. The external auditor also should be in attendance to answer questions about how the audit was conducted and what is contained in the auditor's report. [¶ 15.3, CODE OF CORPORATE GOVERNANCE 2005]