ORGANS OF CONTROL
The directors render accounts of their management, once each year, before the annual meeting of shareholders.
They present the statement of accounts for the year under review. In order to control the authenticity of these figures it is necessary that persons having competence in accounting can verify the figures. This mission is entrusted to auditors.
QUALIFICATION, APPOINTMENT AND REMOVAL
A company shall, at each annual meeting, appoint an auditor.
The appointment of the company is ensured by auditors who may be natural persons or a corporate body. In addition they may be shareholders or third parties.
The appointment of auditors is the prerogative of the annual meeting of shareholders and never by the articles of association. The first auditors are appointed by the constituent general meeting. During the existence of the company, the auditors are appointed by the annual meeting. The term of office of the auditors shall not exceed six years, but they are eligible for re-election.
Note that shareholders representing 1/5 of the capital may appoint an auditor of their choice. In the event of any vacancy the President of the Court of First instance may appoint, upon a request by the directors or any interested parties, an interim auditor. The final appointment of an auditor will be made during the next general meeting.
In order to guarantee the independence of the auditors, the legislator has disqualified a category of persons from being appointed auditors. They are:
- The directors;
- The spouses and parents or relations to the fourth degree, directors of a company they control either directly or indirectly:
- Employees of the company or former employees who have been working for the company within the last three years.
Qualifications of an auditor No person shall be appointed or act as auditor of a company, other than a small private company, unless he/she possesses qualifications of, or equivalent to those of any institution or association of chartered accountants.
Where at that annual meeting, the company fails to appoint an auditor during that annual meeting or the post continues to fall vacant for a one month period, the Registrar General shall have the powers to have the company appoint its auditor within thirty (30) days. Article 238
The salary and other expenses for the auditor shall be determined at the annual meeting of shareholders or the Board of Directors where the constitution so provides.
An auditing firm may be appointed to be the auditor of a company where :
- at least one member of the firm is ordinarily resident in Rwanda;
- all or some of the partners including the partner who is ordinarily resident in Rwanda are qualified for appointment as an auditor ;
- is indebted to the company;
- the firm is not
- one of the companys shareholders,
- member of the Board of Directors,
- does not work for the company or for its subsidiary;
. POWERS AND DUTIES OF AUDITORS
Auditors are clothed with infinite powers for the control of all the operations of the company. Accordingly they can verify the regularity of all the accounting documents and the correctness of the information, which the directors have given to the shareholders. They have the power of investigation and can require officers to give necessary explanations. In the exercise of their functions they may seek the assistance of experts at their own cost. The auditors may convene a meeting of shareholders if the directors fail to convene it.
LIABILITY OF AUDITORS
The liability of auditors for acts committed in the exercise of their functions of control, as well as any eventual action against them is determined by the same rules applicable to the liability of directors.
DISMISSAL OF AUDITORS
An auditor of a company shall be automatically reappointed at an annual meeting of the company unless :
- the company passes a resolution at the annual meeting appointing another person to replace the auditor;
- a small private company passes a resolution that no auditor shall be appointed;
- the auditor has given notice to the company that he/she does not wish to be reappointed.
Where an auditor gives the Board of Directors of a company written notice that he/she does not wish to be reappointed, the Board shall, if requested to do so by that auditor :
- distribute to all shareholders and to the Registrar General, at the expense of the company, a written statement of the auditor‟s reasons for his/her wish not to be reappointed;
- permit the auditor or his/her representative to explain at a shareholders‟ meeting the reasons for his/her wish not to be reappointed. Article 244
An auditor may resign prior to the annual meeting of the company. This shall, after receiving the notification thereof, call on the Board of Directors to a special meeting to receive the auditor‟s notice of resignation. The auditor shall provide a written report which gives to him/her representative the opportunity to give an explanation why he/she does not wish to be re-appointed as auditor. Also during that meeting, the Board of Directors or the meeting of shareholders shall appoint of a new auditor. Article 245