Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (103 of 2004)

Schedule 1   Audit Reform

Part 5   Auditors and AGMs

Corporations Act 2001

115   After section 250P

Insert:

250PA Written questions to auditor submitted by members of listed company before AGM

Member may submit question

(1) A member of a listed company who is entitled to cast a vote at the AGM may submit a written question to the auditor under this section if the question is relevant to:

(a) the content of the auditor's report to be considered at the AGM; or

(b) the conduct of the audit of the annual financial report to be considered at the AGM.

The member submits the question to the auditor under this subsection by giving the question to the listed company no later than the fifth business day before the day on which the AGM is held.

(2) Despite the question being one that is addressed to the auditor, the listed company may:

(a) examine the contents of the question; and

(b) make a copy of the question.

Company to pass question on to auditor

(3) The listed company must, as soon as practicable after the question is received by the company, pass the question on to the auditor. The company must pass the question on to the auditor even if the company believes the question is not relevant to the matters specified in paragraph (1)(a) and (b).

Contravention by individual auditor

(4) If the auditor is an individual auditor, the auditor contravenes this subsection if the auditor does not prepare, and give to the listed company, a document (the question list ) that sets out the questions that:

(a) the listed company has passed on to the auditor; and

(b) the auditor considers to be relevant to the matters specified in paragraphs (1)(a) and (b);

as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

(5) An offence based on subsection (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code.

Contravention by lead auditor

(6) A person contravenes this subsection if:

(a) the auditor is an audit firm or audit company; and

(b) the person is the lead auditor for the audit; and

(c) the person does not prepare, and give to the listed company, a document (the question list ) that sets out the questions that:

(i) the listed company has passed on to the auditor; and

(ii) the person considers to be relevant to the matters specified in paragraphs (1)(a) or (b);

as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

(7) An offence based on subsection (6) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code.

Certain questions do not need to be included in question list

(8) A question need not be included in the question list under subsection (4) or (6) if:

(a) the question list includes a question that is the same in substance as that question (even if it is differently expressed); or

(b) it is not practicable to include the question in the question list, or to decide whether to include the question in the question list, because of the time when the question is passed on to the auditor.

Listed company to make question list available at AGM

(9) The listed company must, at or before the start of the AGM, make copies of the question list reasonably available to the members attending the AGM.